Coast Bill Pay Terms

Last Updated: February 19, 2026

These Coast Payment Terms are incorporated into and made part of the Platform Agreement between Company (“you”) and Coast (“we,” “us” or “our”) and set forth the terms that govern your use of the Payment Services. We may update these Coast Payment Terms at any time by delivering Notice through posting updated versions to our website, and your continued use of the Payment Services will constitute acceptance of the updated terms.

By using the Payment Services, you hereby consent to these Coast Payment Terms.

Capitalized terms that are not defined in these Coast Payment Terms have the definitions provided in the Platform Agreement.

1. Payment Services

1.1. The Payment Services allow you to send payments to a Payee at the Payee’s bank account or mailing address (for paper check payments) located in the United States (collectively, the “Payment Services”). Payments may be conducted across a variety of payment methods as we may make available to you from time to time, including by ACH, Real-Time Payment (“RTP”), wire, paper check, and other payment methods (each a “Payment Method” and each such payment, a “Payment”) and are subject to applicable Fees (as further described in Section 5). We may use the services of a third-party Bank in order to deliver the Payment Services to you. You acknowledge that Bank is a third-party beneficiary of these Coast Payment Terms with respect to such Payment Services.

1.2. You must fund any Payment from a verified bank account from which you authorize us or Bank to debit in order for us to process your Payment (“Verified Account”). You may designate an existing Linked Account you have with us, or manually add a new bank account, as your Verified Account for use with the Payment Services, subject to our approval. We may ask for additional documentation or verification steps before approving any bank account as a Verified Account, including by initiating one or more nominal test deposits (microdeposits) and requiring confirmation of such amounts or by employing other methods deemed appropriate to verify your ownership and control of the account. You must at all times maintain sufficient available funds in your Verified Account to cover all Payment requests. You must pay us in immediately available funds for the amount of any Payment that we processed but have not collected from you. Such amounts will be immediately due and payable by you to us. Your obligation to pay us remains immediately due and payable whether or not the transaction was processed in accordance with any requirement of applicable law or Network Rules applicable to any party other than us and notwithstanding whether we or you may have a claim against another participant for breach of the Network Rules or applicable law. Any insufficiency of available funds in your Verified Account with respect to a Payment may result in a delayed payment or non-payment to the designated Payee. We are not responsible for such delays or non-payment or for any related fees assessed by the Verified Account bank or a Payee, including but not limited to late payment fees or bank fees charged for insufficient funds. You also authorize us, Bank, and our and their agents and assigns, to debit the Verified Account immediately, on any date, and without additional notice, for all amounts owed to us under these Coast Payment Terms, including where we determine in our sole discretion that you pose or may pose an unacceptable risk to Coast, Bank, other Payors, or third parties (including Payees) or you no longer satisfy the criteria used to establish Company’s use of the Payment Services.

To make a Payment, you must first upload or import an invoice or manually input payment details through the Payment Services portal. We will then generate a payment instruction based on the invoice or other payment details you provide (“Payment Instruction”). When you submit a Payment Instruction using the Payment Service, Coast or Bank may require you to prefund any transaction, in the entire amount of the Payment Instruction (“Payment Amount”), by remitting the entire Payment Amount to the Bank, for Bank to receive and temporarily hold in the Custodial Account. You agree to follow all instructions provided by Bank or Coast in order to complete prefunding of the Payment Amount.

If Bank does not receive the Payment Amount by the day the Payment is to be initiated (“Scheduled Payment Date”) provided on Payment Instruction or other instructions provided to you, or the Payment Amount is withdrawn, rejected, disputed, charged back, returned, insufficient to cover the total Payment Amount, or otherwise not successfully deposited with the Bank in full and final credit, then Bank or Coast may reject, delay, or refuse to process your Payment Instruction. If, notwithstanding the foregoing, Bank and Coast do process your Payment Instruction, and Bank does not receive the total Payment Amount in full and final credit, you agree to immediately re-send the Payment Amount to cure any such failure or deficiency. If you fail to do so, you authorize Bank to debit your Verified Account for the amount of any deficiency and any other amount you owe Bank or Coast, or offset the deficiency and any other amount you owe to Bank or Coast against any funds the Bank holds on your behalf, including, but not limited to, funds in a Custodial Account, and any future deposits or remittances to the Bank.

1.3. It is your responsibility to verify the accuracy of any invoice or payment details prior to sending a Payment. You will still be responsible for any Payment you authorize us to make even if you enter the wrong amount. We will not be liable for any typographical, keystroke or other errors made by you. You agree that if you describe any beneficiary or financial institution by name and account or identifying number, we and other financial institutions may process the Payment based solely on that number, even if it identifies a different person or entity than you intend. Furthermore, you are solely responsible for ensuring the completeness and accuracy of all information set forth in any Payment Instruction, including all Payee account information, the Payment Amount, your selected Payment Method and the Scheduled Payment Date, and to promptly correct any inaccurate or incorrect information before submitting your Payment request. You certify that all information in the Payment Instruction is complete and correct, and agree that we are not responsible for reviewing the Payment Instruction for any errors, including validating Payee account information.

For clarity, the Scheduled Payment Date refers to the date on which we initiate processing of the Payment based on your Payment Instructions, and not the date on which the Payment may be received by the Payee or when the Payee posts or credits your Payment to your Payee account or invoice. Payments are processed on the Scheduled Payment Date (including debiting your Verified Account for the Payment amount), and are typically received by your Payee within 3-5 Business Days, or more, depending on the Payment Method, Payee, and other factors outside our control. The Payment Services portal will display an estimated date of Payment delivery based on your Scheduled Payment Date and Payment Method, but we do not guarantee that a Payment will be received or credited by that estimated delivery date. You are solely responsible for selecting a Scheduled Payment Date that allows sufficient time for processing and delivery of the Payment prior to any applicable due date, invoice date, or other deadline imposed by the Payee. We are not responsible for late fees, penalties, interest payments, service interruptions or other consequences resulting from your failure to schedule a Payment with adequate lead time.

1.4. Except as we may permit for certain Payment Methods, Scheduled Payment Dates may only be on a Business Day. Any Payment that is scheduled for a non-Business Day will be treated as having a Scheduled Payment Date on the next Business Day. In the event we allow you to request a Payment to be processed immediately (where the day of your request is the Scheduled Payment Date), the Payment Instruction must be received before the daily cutoff time applicable to the Payment Method used, otherwise it will be treated as having a Scheduled Payment Date on the next Business Day. Daily cutoff times for each Payment Method are posted on our website or in the Coast portal and are subject to change without notice.

1.5. You acknowledge and agree that the Payment Services are commercial in nature, and you acknowledge and understand that certain consumer protection laws (including the Electronic Funds Transfer Act or Regulation E) and consumer-specific rules (including Network Rules specific to consumers) do not apply to transactions on your Verified Account, Payments made to Payees, or your use of the Payment Services.

1.6. We reserve the right to change the Payment Services, including any procedures for Payment transactions, from time to time as we deem reasonable or necessary to provide the Payment Services to you or to conform with changes in applicable law, Network Rules, or other events beyond our control that affect the manner in which we provide the Payment Services to you.

1.7. You acknowledge that your ability to make Payments is subject to review and acceptance by us and Bank, including our review of the volume and character of Payments you initiate and your business operations to evaluate the credit risk associated with processing Payments on your behalf. In addition, any Payment may be delayed, suspended, or refused based on the results of screenings or other compliance reviews applied to you, your Payees, or the underlying transactions. We may request additional information from you to verify a Payment request. We or Bank may delay or refuse to act upon any Payment Instruction that we cannot verify as accurate and authorized by you, in accordance with such security procedures as we may impose from time to time, if you have failed to comply with your payment obligations or account balance obligations, or if you have failed to satisfy any of your obligations these Coast Payment Terms or the Platform Agreement. We or Bank (a) may terminate or suspend your ability to originate Payments for breach of applicable law or applicable Network Rules in a manner that permits us or Bank to comply with law or the Network Rules and (b) may audit your use of the Payment Services, including for compliance with these Coast Payment Terms, applicable law and the Network Rules.

1.8. As part of the Payment Services, we may from time to time offer additional features, services or offers, including monthly or other recurring services (“Subscriptions”). If you choose to enroll in a Subscription, you must provide us with an eligible method of payment, such as a credit card (including your Coast Card account) or eligible bank account (including your Verified Account), in each case as available and permitted by us from time to time (“Payment Account”); and in doing so, you (a) authorize us to charge your designated Payment Account, and in such amount and in such frequency, as you agreed to during enrollment, (b) authorize us to store your Payment Account information in order to continue charging your Payment Account during your Subscription, and to automatically update such information when notified by your card issuer, bank or payment network with updated account information; and (c) acknowledge and agree that we will continue to charge your Payment Account for as long as you are enrolled in the Subscription or until you cancel your Subscription. You agree to keep your Payment Account information up to date, including any expiration date or account number, and to notify us immediately if your Payment Account information changes. If any charge to your Payment Account is returned, rejected, or denied for any reason, including for insufficient funds, we may assess a returned payment fee in accordance with the Fee Schedule. If any Subscription payment is not paid when due, we may assess a late fee on the overdue balance in accordance with the Fee Schedule or immediately terminate your enrollment in the Subscription.

2. Authorization

2.1. Once you submit a Payment Instruction to us, you authorize us, Bank, and our respective service providers to process the Payment in accordance with such Payment Instruction. Pursuant to such authorization, Bank will (1) debit your Verified Account after we receive your Payment Instruction for the amount of each Payment, and (2) initiate a payment to the designated Payee on the Scheduled Payment Date as indicated in the Payment Instruction.

If we provide you the ability to initiate a single Payment Instruction for multiple items (“Items”), you authorize Bank to debit your Verified Account promptly on or after the Scheduled Payment Date for the total Payment amount of all Items (and any associated Fees), and you agree that the Payment for multiple Items will be deemed authorized by you to the same extent as if you had authorized each Item as a separate Payment Instruction. If your Verified Account does not have sufficient funds to cover the Payment amount for all Items, the entire Payment amount (and all Items associated with the Payment) will not be processed.

If we provide you the ability to schedule recurring Payments, you authorize us to debit your Verified Account for each recurring Payment amount promptly on or after each Scheduled Payment Date of a recurring Payment.

You also authorize Bank to debit or credit your Verified Account to correct any errors or to retry any payment that is unsuccessful, as permitted by law and the Network Rules.

2.2. If you designate one or more individuals or entities to approve a Payment (“Approvers”), such Approver must provide their approval before we will process the Payment. Any delay or failure by such Approver to provide their approval can result in a delay or failure to process a Payment.

2.3. You are solely responsible for maintaining and protecting access credentials used to log into your Coast Account, and you accept full responsibility for Payments initiated through your Coast Account. You will immediately disable Users’ and Administrators’ access to the Payment Services or limit permissions where the authority of such person to use Company’s Coast Account has terminated, you know or suspect your Coast Account has been compromised or may be misused or where you know or believe an Administrator’s Credentials or a User’s mobile device are compromised or lost. If you believe your Coast Account has been compromised, or that an unauthorized transaction has otherwise occurred, you must also contact us immediately by calling (833) COAST01 / (833) 262-7801 during our regular business hours or emailing support@coastpay.com so that we can take steps to protect you and the Payment Services.

2.4. If a Payment (including a request for cancellation or amendment) received by us purports to have been transmitted or authorized by you, it will be deemed effective as your Payment and you will be obligated to pay us the amount of such Payment even where not authorized by you, provided we accepted the instruction in good faith and acted in compliance with our security procedures. If a Payment Instruction received by us was transmitted or authorized by you, you will be obligated to pay the amount of the Payment and associated Fees whether or not we complied with the security procedure and whether or not that transaction was erroneous in any respect or that error would have been detected if we had complied with such procedure.

2.5. From time to time, we may allow you to authorize a wire transfer from your Verified Account, which would permit Bank to debit your Verified Account in order to fund and deliver a Payment to a Payee, pursuant to your prior written authorization provided to your financial institution. If you elect to use this capability, you agree that (a) such transactions may be governed by additional terms and conditions applicable to wire drawdown arrangements, including any fees described by those additional terms and conditions; (b) you will execute any documentation required by your financial institution or by us or Bank to enable such transfers; and (c) each wire drawdown initiated by Bank in accordance with these and other applicable terms will constitute your authorization to debit the designated Verified Account for the amount of the drawdown and to credit such funds as directed by you. You further acknowledge and agree that wire drawdowns are final and non-reversible once processed, and that Coast and Bank will have no liability for any failure or delay in execution caused by your financial institution or by your failure to comply with the applicable terms.

2.6. It is your sole responsibility to obtain all authorizations required by applicable law or any Network Rule, including, but not limited to, an authorization to debit or credit, as applicable, a Payee’s (or other Receiver’s) account and the Verified Account. You agree to retain an original or copy of all such authorizations, which are sufficient for the Bank to remake any Payment Instruction based on such authorization for at least two (2) years following the date of any Payment, and provide such records to Coast or Bank immediately upon request. You also agree to provide all notices to any Payee which is required by law or Network Rules of any Payment or variation of Payment amounts.

3. Rejections, Returns, Errors, Fraud and Cancellations

3.1. We will make commercially reasonable efforts to promptly notify you of any Payment that (1) we cannot fund from your Verified Account or (2) may be rejected or returned by Bank, a Network or any third party (including a Payee) or their bank, but neither we nor Bank will be required to remake or represent such unfunded, rejected or returned Payment and neither we nor Bank will have any liability to you by reason of the failure to fund, rejection or return of any Payment or the fact that such notice is not given at an earlier time.

3.2. Once a Payment has been processed on the Scheduled Payment Date, neither we nor Bank have any obligation to honor any request for a stop payment, correction, reversal or recall of the Payment, except as otherwise provided in these Coast Payment Terms or as required under applicable law or applicable Network Rules. However, if you wish to cancel a Payment, or wish to seek amendment or reversal of a Payment, you may contact Coast customer support by calling (833) COAST01 / (833) 262-7801 or emailing support@coastpay.com. We may, in our sole discretion, use reasonable efforts to act on any request by you to cancel, amend or reverse a Payment before transmitting to the applicable Network or otherwise processing the Payment. Neither we nor Bank will have any liability if we fail to effect such request and you agree to reimburse us immediately within two Business Days for any Losses arising directly or indirectly from any of the foregoing and will pay us any fee applicable to a returned or rejected Payment in accordance with these Coast Payment Terms. Neither we nor Bank are obligated to provide a refund of any Fees even if we are able to stop or reverse a Payment.

3.3. Notwithstanding the generality of the above, for ACH Payments, any request for reversal or correction must be received by us no later than midnight (ET) on the next Business Day following the settlement date of the applicable Payment and must be limited to the circumstances permitted under the NACHA Rules (such as duplicate entry, incorrect amount, or Payments sent to the wrong Payee account). We will use best efforts to process such requests in accordance with the NACHA Rules, however, we will have no obligation to initiate or process your request if received after such two-Business Day period or for any reason other than as permitted under the NACHA Rules, and you acknowledge that transactions made for commercial purposes are not subject to the consumer protections of Regulation E.

3.4. Scheduled Payments may be cancelled prior to processing on the Scheduled Payment Date by contacting Coast support or, if available, canceling or unscheduling the Payment in your Coast portal.

3.5. Company shall be liable to Bank and Coast for any Payment Instruction, to the fullest extent permitted by applicable law. It is Company’s sole responsibility to promptly review any statements and records or any Payment Instruction submitted using the Payment Services, or processed by Coast or Bank. If Company believes that an error has occurred, or that any Payment Instruction was submitted without the appropriate authorizations, Company must notify Coast immediately, but in no event later than the time required by this Agreement. Company shall bear all responsibility for the full amount and fulfillment of the Payment Instruction, and neither Coast nor Bank shall bear any responsibility, if Company fails to notify Coast of an error or unauthorized Payment Instructions within the timeframes set forth in this Agreement, unless strictly required by applicable law or Network Rules.

4. Payment Methods

The availability of a Payment Method for a particular Payment and other conditions on use of a particular Payment Method, including, without limitation, when a Payment Method may be used for a given Scheduled Payment Date or any minimum or maximum Payment limits, is subject to various factors, including, without limitation, the nature of the Payment or Payment Method, your desired Scheduled Payment Date, the type or identity of the Payee (such as if the Payee is part of the Coast network for Payment Services, as applicable, and the types of payments that can be received by Payee’s financial institution), or the invoice used to create the Payment Instruction. We will show you the available Payment Methods for your Payment, and other conditions applicable to such Payment Methods, at the time you create the Payment Instruction. We or Bank may change the Payment Methods that are available with the Payment Services at any time, in our sole discretion.

You agree to obtain consent from the designated Payee, and otherwise certify that you have the authority and right, to initiate a payment to the designated Payee’s account or mailing address, using the Payment Method you selected.

We cannot guarantee that the Payee or the Payee’s bank will accept a Payment made through the Payment Services or by a particular Payment Method, or will process a Payment on the estimated date of receipt for a variety of reasons outside of our control, such as the Payee’s bank delaying or rejecting processing of the Payment, and we are not responsible to you or the Payee for any non-acceptance or delays due to circumstances beyond our control. You are responsible for scheduling Payments so that they will be received by the payment due date set by the Payee and for ensuring that the Payee has processed or accepted your Payment by such payment due date.

4.1. ACH

Payments made by ACH are transmitted through the Automated Clearinghouse (“ACH”) network governed by the rules established by the National Automated Clearinghouse Association (“NACHA”). Your rights and obligations with respect to such Payments will be construed in accordance with and governed by laws of the state of New York and the operating rules of NACHA, which are applicable to ACH transactions involving Payments. You are required to comply with, and agree to be bound by, the NACHA rules available at http://www.nacha.org/rules (“NACHA Rules”) for all Payments submitted over the ACH network. As used in this Section, the terms Entry, Entries, Originator, Originating Depository Financial Institution (“ODFI”), Receiver, and Receiving Depository Financial Institution (“RDFI”) have the meaning provided in the NACHA Rules.

By electing to make a Payment through the ACH network, you authorize us, Bank, and our or their agents and assigns, to (a) debit your Verified Account promptly on or after the Scheduled Payment Date in order to fund the Payment requested by you through the Payment Services, in accordance with the associated Payment Instruction, including any Fees associated with such Payment, and (2) subject to your compliance with this Agreement, initiate a credit Entry to the Payee’s designated bank account on the Scheduled Payment Date, using the ACH network in accordance with the NACHA Rules for business-related ACH Entries. Some Payments may have the option of “same day” processing (“Same Day ACH”) which may incur an additional Fee. The associated Fee and an estimated date of receipt will be disclosed to you prior to submission of the Same Day ACH request. Funds transfers sent through the ACH system are provisional and may be revoked for a period of time in accordance with the NACHA Rules.

With respect to Payment Instructions you submit for ACH transactions, you authorize Coast, as Third-Party Sender, to originate Entries on your behalf. You agree to fulfill the obligations of an Originator for all Entries we submit on your behalf. We are obligated to provide Bank, as the ODFI, with all information reasonably necessary to identify you and you authorize us to provide such information to Bank. You also acknowledge that Bank is a third-party beneficiary with regard to these Section 4.1 terms regarding ACH Payments.

The only types of ACH Entries that may be originated through the Payment Services are CCD and PPD. We or Bank may change the Entry types available at any time, in its sole discretion.

4.2. RTP

You may be able to request Payment to a Payee via RTP, if the Payee’s bank is a financial institution participating in the applicable RTP Network (as determined by us in our sole discretion) and we make RTP available to you as a Payment Method.

By making a request to send a Payment by RTP, you acknowledge that payment to the Payee will be made in “real time” through the applicable RTP Network on the Scheduled Payment Date, provided that we were able to debit the Payment amount from the Verified Account, which may take up to three Business Days (or longer) to settle. You acknowledge and agree that payments by RTP are irrevocable and cannot be reversed or stopped once processed.

4.3. Wires

You may be able to request Payment to a Payee via wire transfer. By requesting that Payment be made via wire transfer, you authorize Bank to debit the associated Payment amount from your Verified Account, and then to initiate a wire transfer of funds to your designated Payee. You agree and understand that wire transfers are, with very limited exceptions, final and non-reversible. You agree to be bound by any wire transfer instruction, whether or not authorized, that is issued through your Coast Account and processed by us and/or Bank.

You cannot amend or cancel a wire transfer order after we receive it except as expressly provided in these Coast Payment Terms. In certain circumstances, we may take reasonable measures to amend or cancel the wire transfer order on your request, but we will not be liable to you if the wire transfer order is not amended or canceled. You will reimburse us for any Losses arising from any request from you to amend or cancel a wire transfer order.

Wire transfers within the U.S. are generally received by the Payee’s bank on the same day the wire is initiated. However, we cannot guarantee that the Payee’s bank will post the wired funds for same-day credit.

4.4. Check

As an alternative to electronic payments like ACH, RTP or wire, you may be able to elect to initiate a Payment by paper check, which will be processed and sent via regular mail. We may also offer, for an additional fee, an expedited or overnight delivery option for check Payments. We will provide an anticipated send date for the check but actual delivery dates will depend on the mail/courier and are outside our control.

If you would like to request cancellation of a check that has been sent but not yet deposited by the Payee, please contact our support team. We will post more information on estimated delivery times and cancellation options in your Coast portal, if available.

You acknowledge and agree that (a) Bank is providing some of the processing services for Payments by check, and as a result, Bank shall be an intended third party beneficiary of these Coast Payment Terms solely with respect to Payments by check; (b) the check will be drawn from an account with Bank, in the name of Bank made on your behalf, and is not a check that draws funds directly your Verified Account; (c) Bank shall have the right to enforce directly against Company these Coast Payment Terms which relate to checks and the ownership and protection of the intellectual property rights of Bank and its licensors in and to its check processing services; and (d) Bank shall have no responsibility or liability with regard to our obligations to you under the Coast Payment Terms with respect to checks.

5. Fees

5.1. Each Payment may be subject to an associated Fee, which may be based on the Payment Method selected and other factors. The applicable Fee will be disclosed to you prior to you submitting a Payment Instruction to us. You are responsible for full payment of the Payment amount as well as any associated Fees.

5.2. Fees will be charged to your Coast Card account or your Verified Account, or another eligible bank account, as we may require in our sole discretion. We reserve the right to designate, add or remove other Payment Accounts used to charge Fees at any time.

5.3. You authorize us to charge your Payment Account for the Fee associated with a Payment or other use of the Payment Services. If any charge to your Payment Account is returned, rejected, or denied for any reason, including for insufficient funds, we may assess a returned payment fee in accordance with the Fee Schedule. If any Fee is not paid when due, we may assess a late fee on the overdue balance in accordance with the Fee Schedule or immediately suspend or terminate your participation in the Payment Services.

5.4. The Fee Schedule for Payment Services is available here. Please read our Fee Schedule carefully. Fees are subject to change at any time, and your acceptance of a changed or new Fee when submitting a Payment Instruction to us constitutes your acceptance of such changed or new Fee.

6. Your Relationship with Bank and Coast

6.1. Bank will act as sole owner of the Custodial Account(s). In connection with the Payment Services and, subject to these Coast Payment Terms, Bank may receive and hold funds in the Custodial Account, as a non-fiduciary custodian, for the benefit of Coast’s customers. Bank may pool funds owned or owing to multiple customers and Payees in one or more Custodial Accounts. Bank may also use a Custodial Account to receive, settle, and transmit funds from a Verified Account or other funding account, to a Payee or other destination, in accordance with Payment Instructions. All funds held in the Custodial Account will be held in the name of Bank, for the benefit of Coast’s customers. Bank is providing the Custodial Account and related banking services to Coast in connection with the Payment Services, is not opening a deposit account in your name, and to the fullest extent permitted by law, disclaims any and all fiduciary obligations to you and any Payee.

6.2. Bank will hold title to all funds deposited in the Custodial Accounts for the proportionate benefit of the Payors. Funds received by the Bank from any Payor will be held in the Custodial Accounts until such time as Payments are made to respective Payees per the applicable Payment Instruction. By providing a Payment Instruction to us, you are authorizing Bank and Coast, acting as your designated agent, to transfer funds from your Verified Account and make Payments from the Custodial Accounts as described in these Coast Payment Terms. To the extent that balances held by the Bank in the Custodial Account generate interest or other income, you are not the beneficiary of and will not receive such interest or other income, and hereby waive and forfeit all claims you may have to any such interest or earnings on the Custodial Account or any other balances held for your benefit by the Bank.

6.3. Coast will not receive, hold, own or transmit any Payment funds whatsoever and will not provide any banking services. No provision of these Coast Payment Terms should be read or interpreted to authorize or require Coast to perform any action that would cause to be subject to, or in violation of, any federal, state or local law or regulation applicable to money transmitters, banks or other financial institutions or financial service providers.

6.4. You hereby appoint Coast to act as your designated agent for purposes of submitting Payment Instructions to the Bank, processing your Payment Instructions, and collecting information from you and others for the purpose of processing your Payment Instructions. For purposes of collecting information from you and authorizing, authenticating and completing Payments, Coast will be acting as a Third-Party Sender and service provider to Bank. You acknowledge and expressly agree to Coast’s acting as both your agent and as a service provider and Third-Party Sender for Bank for purposes of the Payment Services. You hereby waive any conflict resulting from such relationships.

6.5. Among other things, and to the extent not already authorized by the Platform Agreement, you hereby expressly authorize and acknowledge that Coast will (a) perform all services to support the Payment Services, including to provide data management and website services; (b) maintain records of your funds in the Custodial Account and all Payment transactions; (c) authorize and direct Bank to transfer funds between and among your Verified Account, the Custodial Accounts, and designated Payee accounts; (d) make individual Payment information available to applicable Payees as required by law or applicable Network Rules; (e) collect the information necessary to establish your interest in the Custodial Accounts, and (f) take any other action that Coast or Bank deems necessary or desirable to provide the Payment Services. You hereby authorize Bank to follow the instructions of Coast and you agree that Bank may completely rely on such instructions without further investigation or authorization from you.

7. Representations and Warranties

In addition to any other representations or warranties under these Coast Payment Terms or the Platform Agreement, you further represent and warrant that:

7.1. Payment Instructions shall be exclusively for payments owed by Company to the designated Payee, and not be made on behalf of other third parties;

7.2. You will not make, and will not permit or cause any third party to authorize, any Payment that you know or should have known to be either fraudulent, not authorized by the third party, made on behalf of another party, or in violation of Network Rules or applicable law including, without limitation, the sanctions, laws, regulations and orders administered by OFAC, FinCEN and any state laws, regulations or orders applicable to any Payments;

7.3. The Verified Account used to fund a Payment has been established in the United States primarily for business purposes and not for personal, family or household purposes; and

7.4. You will provide complete and accurate information regarding your information (including mailing address and/or bank account).

8. Restricted Activities

In connection with your use of the Payment Services, you agree that you will not:

• breach these Coast Payment Terms or any other agreement that you have entered into with Coast;
• engage in any of the prohibited activities identified in the Prohibited Activities list; violate any law, statute, ordinance, or regulation, or any applicable Coast policy;
• provide false, inaccurate or misleading information; send or receive fraudulent or ill-gotten funds, or unauthorized Payment Instructions;
• facilitate any viruses, trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information with respect to the Payment Services;
• allow your use of the Payment Services to create a risk of non-compliance by us with any applicable anti-money-laundering, counter-terrorism or similar laws and regulatory obligations; use the Payment Services for any personal, family, or household use;
• refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us;
• or undertake any action which could amount to unjust enrichment during the course of a dispute by receiving or attempting to receive funds for the same transaction from each of Coast, Bank and applicable Payees.

In the event we or Bank, in our sole discretion, believe you may have engaged in any of the above restricted activities, we and Bank may take various actions to protect Coast, Bank, other Coast customers, Payees and third parties, including without limitation, notifying Bank, other Coast customers, Payees, third parties and law enforcement of your actions, instructing Bank to withhold the distribution of funds to Payees to protect against the risk of liability, updating inaccurate information about you, refusing to provide Payment Services to you in the future, or otherwise holding you in default under these Coast Payment Terms.

9. Additional Terms

9.1. The Payment Services represent an independent, third-party service that is not formally affiliated with your Payees. You acknowledge and agree that your use of the Payment Services does not in any way constitute a multi-party agreement between you, Bank, Coast, and your Payees. Accordingly, neither we nor Bank have responsibility nor will have liability for any consequences resulting from your interactions or contracts with Payees, including but not limited to payment terms, the proper and timely delivery of goods or services, and any associated disputes which may arise. You further acknowledge that your use of the Payment Services does not alter or affect any Payee payment terms including but not limited to deadlines, payment plans, late fees, and refunds. Neither we nor Bank endorse, recommend, or bear any responsibility or liability for any products, services or statements presented by Payees. By submitting a Payment Instruction, you agree that the goods or services provided by your Payee in exchange for the payment have already been rendered to your satisfaction or will be rendered in accordance with your agreement with the Payee. We and Bank will not be liable if you or any other Payor or beneficiary do not receive the goods or services that you paid for, or if the goods or services are damaged or otherwise not what you expected. You are responsible for resolving any such disputes you may have with the Payee to whom you sent a Payment through the Payment Services.

9.2. You authorize us and Bank, directly or through third parties, to make any inquiries we or Bank considers necessary to validate your identity. This may include asking you for further information, including requiring you to provide a taxpayer identification number and other information that will allow them to reasonably identify you, requiring you to take steps to confirm ownership of your email address or financial accounts, ordering a credit report, and verifying your information against third-party databases or through other sources. We and Bank reserve the right to close, suspend or limit access to the Payment Services in the event we or Bank are unable to obtain or verify this information.

9.3. THE PAYMENT SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. COAST AND BANK SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT. Neither we nor Bank guarantee continuous, uninterrupted or secure access to the Payment Services. We will make reasonable efforts to ensure that Payment requests are processed in a timely manner but make no representations or warranties regarding the amount of time needed to complete processing because the Payment Services are dependent upon many factors outside of our or Bank’s control, such as delays in the banking system or the U.S. mail service.

9.4. In addition to any limitation of liability set forth in the Platform Agreement, neither we nor Bank shall be liable to Company for any action or inaction by a third party (including a Payee) that results in failure to perform under these Coast Payment Terms or suspension, termination, restriction or other delay in our or Bank’s performance under these Coast Payment Terms. In addition, you agree that we and Bank are (a) excused from failing to transmit or delay in transmitting a Payment transaction if such transmittal would violate any provision of any risk control program of the Federal Reserve, any rule or regulation of any other U.S. governmental regulatory authority, or the Network Rules, and (b) not responsible for the acts or omissions of any Federal Reserve Bank, Network, transmission or communications facility, any Receiver (including a Payee) or RDFI, or for any return of a transaction by a Network, Receiver or RDFI, none of whom is deemed our agent for this purpose. IN NO EVENT SHALL WE OR BANK, OR OUR OR THEIR PARENT COMPANIES, AFFILIATES, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH THE PAYMENT SERVICES OR THESE COAST PAYMENT TERMS (HOWEVER ARISING, INCLUDING NEGLIGENCE), AND ANY LIABILITY OF SUCH PERSONS TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES.

9.5. In addition to any indemnification set forth in the Platform Agreement, you agree to indemnify and defend us, Bank and each of our and their respective affiliates, and each of our, Bank’s and our and their affiliates’ employees, contractors, vendors and service providers, from and against any Losses arising out of or relating to claims, proceedings, suits, or actions brought by or initiated against Coast, Bank or any of the other indemnitees specified above by any third party in connection with: (a) Company’s use of the Payment Services or submission of any Payment Instruction; (b) Company’s breach of any representation, warranty or covenant set forth in these Coast Payment Terms; (c) Company’s failure to verify the correctness or accuracy of any Payment Instruction; (d) Company’s failure to maintain a sufficient balance in Company’s Verified Account to cover Company’s obligations under these Coast Payment Terms; or (e) Company’s breach of applicable law or Network Rules.

10. Collections

If, after processing a Payment and funds are settled with the designated Payee, we are unable to collect payment from you, whether due to insufficient funds in the Verified Account or other reason, we may assign your Coast Account to third party collection agencies, report positive and/or negative information to business credit bureaus, restrict your access to the Payment Services or other Coast services, or take any other action permitted by applicable law. You agree that we or any of our agents, including Bank, debt collectors, collection attorneys and other third parties acting on our behalf, may contact you periodically to send you reminders to pay your obligations through any of the communication methods discussed in the Platform Agreement under “Notice and Communication.”

11. Default

An event of default occurs when you breach these Coast Payment Terms, the Platform Agreement, or any other Coast terms and conditions; when you do not pay amounts owed when due, or file for dissolution or bankruptcy; when you open or maintain a Coast Account using inaccurate or false information; or when you pose an unacceptable regulatory or financial risk to us or third parties. If we or Bank determines that an event of default has occurred, your access to the Payment Services or any other Coast services may be reduced or terminated, and we or Bank may suspend, for a period determined by us in our sole discretion, or close, your Coast Account.

If we terminate your use of the Payment Services for any reason, we’ll notify you of such actions. If, upon such termination, any Payments are pending further processing by us, such Payments are subject to a hold or restriction in our sole discretion. If that hold or restriction is later removed, we will either send any unrestricted funds to your Verified Account or other account you specify, as we may allow in our sole discretion. You will continue to be liable to us and Bank for any Payments or other obligations, or any Losses we sustain, that are associated with your use of the Payment Services, whether incurred before, during, or after the termination of the Payment Services.

12. Defined Terms

In addition to any capitalized terms defined above, the below terms are defined as follows:

Bank means the financial institution for which we perform services as their agent, in connection with Bank’s responsibilities for the Payment Services, including as custodian for the Custodial Account. This may include, but is not limited to, Grasshopper Bank, N.A.

Business Day means any day other than a Saturday, Sunday, or other day on which banking institutions in New York are generally authorized or required by law or executive order to close.

Custodial Account(s) means the custodial account(s) maintained by a Bank for the benefit of a Payor.

Payee means a business that submits an invoice or otherwise seeks payment from you in consideration of goods or services provided by or on behalf of such business to you or on your behalf.

Payors means you and the other entities using the Payment Services to make Payments to Payees.

Losses means any loss, liability, damage, claim, cost or expense (including, without limitation, reasonable attorneys’ fees), including any fines or penalties and any associated costs imposed on, or assessed against, us, Bank, or our respective affiliates, officers, directors, agents, or service providers, by any Network, any Federal Reserve Bank, any ACH operator, any state or federal regulatory agency or other U.S. governmental body, or any other third party having oversight or rulemaking authority over Payment transactions when the fine, penalty or other expense is caused by, or related to, your Payment Instructions or your use of the Payment Services.

Network means the payment network that manages the authorization, clearing and settlement of funds for the applicable Payment Method, including NACHA (for ACH), and The Clearing House and Federal Reserve’s FedNow (for RTP).

Network Rules means the operating rules, guidelines, bylaws and other requirements issued by a Network to governing use of the applicable Payment Method.