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DEPOSIT AGREEMENT AND DISCLOSURE STATEMENT –BUSINESS ACCOUNTSREVISION DATE: May 31, 2020May 31, 2020Page 1 of 49 2020 Silicon Valley Bank. All Rights Reserved. This document is provided for the use of the recipient only. Any revision, reproduction, distribution,or disclosure of the content of this document without the express written permission of Silicon Valley Bank is strictly prohibited.
Deposit Agreement and Disclosure StatementBusiness AccountsTable of ContentsYour Bank Services and Your Agreement with Us. 8a. Definitions. .8b. Our Relationship. .10c. USA PATRIOT Act Notice. .10d. Related Agreements.10e. Online Banking Services. .10f. Electronic Contracts, Records and other Documents are Valid. .10g. Third-Party Beneficiaries. .11h. Effective Date. .11i. English as Designated Account Language. .11j. Amendments/Changes in Account Terms.11k. Privacy and Confidentiality. .11l. Governing Law. .12m. Your Requirement to Review Statements and Transactional Documents. .12Account Ownership . 12a. Business Accounts; Contracting Officers and Authorized Signers. .12b. Authorization Documents. .13c. Signature Card. .13d. Politically Exposed Persons. .13e. Tax Information and Foreign Account Tax Compliance Act (“FATCA”). .14f. Withholding. .14g. Changes in Account Ownership, Address and Contracting Officers or Authorized Signers.14h. Termination/Closing Your Account. .15i. Death or Adjudication of Incompetence. .15Checking, Money Market, Now and Certificate of Deposit Account Disclosures . 15a. Checking Accounts .15b. Money Market Accounts .16c. Super NOW Accounts .17d. Certificates of Deposit (Time Deposits) .18May 31, 2020Page 2 of 49 2020 Silicon Valley Bank. All Rights Reserved. This document is provided for the use of the recipient only. Any revision, reproduction, distribution,or disclosure of the content of this document without the express written permission of Silicon Valley Bank is strictly prohibited.
Deposit Agreement and Disclosure StatementBusiness Accountse. Interest On Lawyer Trust Accounts (“IOLTAs”). .18Deposits . 19a. Source .19b. Deposits – General Requirements.19c. Endorsements .19d. Deposits – Branch Cut-off Times. .19e. Items Sent For Collection .19f. Verification and Collection. .19g. Returned Items/Transactions .20h. Remote Capture Services. .20i. Cashing Checks or Transmitting Funds for Others. .20j. Remotely Created Checks (Deposited to Your Account). .20k. Contaminated or Mutilated Deposits. .20l. Transportation. .20m. Night Depository.20Funds Availability . 21a. Your Ability to Withdraw Funds. .21b. Longer Delays May Apply. .21c. Special Rules for New Accounts. .21d. Holds on Other Funds. .21Checks and Withdrawals; Reporting Unauthorized Transactions to SVB . 21a. Checks — General Requirements. .21b. Check Standards.22c. Safeguarding Your Checks and Check Security Features .22d. Checks Bearing Notations. .22e. Check Images. .22f. Processing Checks for Payment – Cut-off Times. .22g. Check Verification. .22h. Facsimile Signatures. .23i. Checks – Signature Requirements. .23May 31, 2020Page 3 of 49 2020 Silicon Valley Bank. All Rights Reserved. This document is provided for the use of the recipient only. Any revision, reproduction, distribution,or disclosure of the content of this document without the express written permission of Silicon Valley Bank is strictly prohibited.
Deposit Agreement and Disclosure StatementBusiness Accountsj. Photocopies. .23k. Post-Dated, Stale-Dated and Conditional Checks. .23l. Substitute Checks and Your Rights. .23m. Stop Payment Orders. .24o. Non-Client Transactions. .25p. Electronic Presentment/Posting. .25q. Remotely Created Checks (Drawn on Your Account). .25s. Cash Withdrawals. .25t. Purchase of Monetary Instruments .26u. Reporting Unauthorized Transactions and Errors. .26Dispute Resolution; Limitation on Liability; Indemnity; Time to Bring an Action . 26a. Disputes. .26b. Limitation of Liability .27c. Indemnity.27d. Limitation on Time to Bring Action. .27Account Security – Protecting Your Account. 28a. Authentication Procedures – You Are Responsible for Unauthorized Transfers or Payment Orders.28b. Protecting Your Identity –Tips on Safe Account Practices. .28Fraud Control Services . 29a. Introduction. .29b. Positive Pay (and Payee Validation).29c. Reverse Positive Pay Service.31d. Additional Terms for both Positive Pay (and Payee Validation) and Reverse Positive Pay31e. ACH Authorization Rules and ACH Reverse Positive Pay .32f. Additional Terms and Provisions .33Business Debit Cards . 34a. Definition of Services.34b. Card Issuance and Use. .34May 31, 2020Page 4 of 49 2020 Silicon Valley Bank. All Rights Reserved. This document is provided for the use of the recipient only. Any revision, reproduction, distribution,or disclosure of the content of this document without the express written permission of Silicon Valley Bank is strictly prohibited.
Deposit Agreement and Disclosure StatementBusiness Accountsc. Your Payment Obligations. .35d. Transaction Limitations. .36e. Discretionary Overdraft Program. .36f. Hold on Funds. .37g. Electronic Wallets.37h. Canceling Cards.37i. Disclosing Information in Card Transactions.37j. Review of Statements; Address and Telephone Number.38k. Foreign Transactions. .38l. MasterCard Easy Savings Program.38m. Digital Cards. .39Automated Clearing House (ACH) Receipt Services . 39a. Definition of Services.39b. ACH Provisional Credits. .39c. Notice of Incoming ACH. .39d. Reliance on Identification Numbers. .39e. ACH Blocks and Filters. .39f. Additional Terms. .39Wire Transfers and Payment Orders . 40a. Transfer Requests and Charging Your Account – YOU ARE RESPONSIBLE FOR UNAUTHORIZEDTRANSFERS. .40b. Available Funds.41c. Cut-off Times for Orders. .41d. Checking the Status of an Order. .41e. Approval of Orders. .41f. Instructions.41g. Cancellation and Amendment of Orders. .41h. Refusal or Rejection of Orders. .41i. Notice of Returned Orders. .41j. Duplicate and Erroneous Orders. .41May 31, 2020Page 5 of 49 2020 Silicon Valley Bank. All Rights Reserved. This document is provided for the use of the recipient only. Any revision, reproduction, distribution,or disclosure of the content of this document without the express written permission of Silicon Valley Bank is strictly prohibited.
Deposit Agreement and Disclosure StatementBusiness Accountsk. Authorized Representatives.41l. Repetitive Orders. .41m. Written Orders. .41n. Confirmations and Monthly Account Statements. .42o. U.S. Dollar International Transactions. .42p. Bank Agents and Systems. .42q. No Attorneys’ Fees. .42r. Currency Exchange Transactions. .42s. Repetitive FX Wire Requests.42t. Incoming Wires. .43Notices, Electronic Communications, Signatures and Records . 43a. Use of Electronic Communications. .43b. Means of Communicating. .43c. Authorized Addresses. .43d. Retain Copies.44e. Communications from Unauthorized Persons. .44f. When Deemed Received. .44g. Notification Required by SVB. .44h. Cayman Islands Electronic Transactions. .44Other Terms and Conditions . 44a. Adjustments. .44b. Compliance with Laws, Rules and Regulations. .44c. Conflicting Demands/Disputes.44d. Contacting You.45e. Gathering Information.45f. Deposit Insurance. .45g. Dormant Accounts. .45h. Force Majeure. .45i. Information Processing and Reporting.45j. Legal Process. .46May 31, 2020Page 6 of 49 2020 Silicon Valley Bank. All Rights Reserved. This document is provided for the use of the recipient only. Any revision, reproduction, distribution,or disclosure of the content of this document without the express written permission of Silicon Valley Bank is strictly prohibited.
Deposit Agreement and Disclosure StatementBusiness Accountsk. Linked Accounts. .46l. Order of Payments. .46m. Overdrafts. .46n. Notices to Us. .47o. Research We Do at Your Request. .47p. Set Off and Security Interest. .47q. Severability. .47r. Statements and Notices. .47s. Sub-accounts. .47t. Survival. .48u. Taxes. .48v. Telephone and Electronic Communication Monitoring/Recording. .48w. Transfers/Assignments. .48x. Use of Third Parties to Provide Services on Your Account. .48y. Waivers. .48z. Referrals. .48APPENDIX A – Silicon Valley Bank Contact Information. 49May 31, 2020Page 7 of 49 2020 Silicon Valley Bank. All Rights Reserved. This document is provided for the use of the recipient only. Any revision, reproduction, distribution,or disclosure of the content of this document without the express written permission of Silicon Valley Bank is strictly prohibited.
Deposit Agreement and Disclosure StatementBusiness AccountsYour Bank Services and Your Agreement with UsThe contents of this Deposit Agreement and Disclosure Statement – Business Accounts (“Deposit Agreement”), your Bank DepositorAgreement (“Signature Card”), our rate sheets, our Schedules of Fees and Charges (“Fee Schedules”) and the various product sheetsthat you receive from us when you open your account or that you receive from time to time from us make up our agreement with you(collectively the “Agreement”). While some provisions of this Deposit Agreement are summarized or shown below, you should reviewthe entire Agreement for details.Dispute Resolution: SHOULD A DISPUTE ARISE BETWEEN US THAT CANNOT BE RESOLVED INFORMALLY, YOU AND WEWILL FOLLOW THE PROVISIONS OF THE DISPUTE RESOLUTION PROCESS DESCRIBED IN SECTION 7 (“DISPUTERESOLUTION; LIMITATION ON LIABILITY; INDEMNITY; TIME TO BRING AN ACTION”) OF THIS DEPOSIT AGREEMENT. EACHPARTY WAIVES ITS RIGHTS TO A TRIAL BY JURY, TO THE FULLEST EXTENT PERMITTED BY LAW, AND AGREES TOCOOPERATE IN CONNECTION WITH EITHER PARTY’S EFFORTS TO DECIDE DISPUTES THROUGH THE JUDICIALREFERENCE PROCEDURES AS PROVIDED IN CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH 645.2AND AS MORE FULLY DESCRIBED IN SECTION 7 BELOW. THESE DISPUTE RESOLUTION PROCEDURES ALSO APPLY IF ADISPUTE ARISES UNDER A “RELATED AGREEMENT” (as defined below).Your AgreementPlease carefully read and retain all Agreement documents we provide to you. When you sign the Signature Card, use any Bank productor service or request an account from us, you acknowledge that you have reviewed, understand and agree to the terms of the DepositAgreement and the other applicable Agreement documents we have provided to you and that you will be subject to their terms andconditions. This version of the Deposit Agreement supersedes any previous Deposit Agreements.This Deposit Agreement does not apply to Consumer accounts. The terms and conditions for our Consumer accounts are found in theDeposit Agreement and Disclosure Statement – Consumer Accounts. For accounts, products and services offered through SVB’s UKBranch the UK Banking Terms and Conditions will apply.The headings of each section (“Section”) are for convenience only and do not limit or amend any of the provisions of this DepositAgreement. You are solely responsible for your employees’ and agents’ compliance with the terms of the Agreement or any “RelatedAgreement,” as defined below. If at any time you have any questions regarding your accounts or banking services, or require additionalinformation, please do not hesitate to contact Client Services. Contact information is listed in Appendix A of this Deposit Agreement.Consummation of Agreements by UsOur agreement to a contractual relationship with you (including this Deposit Agreement, Related Agreements, terms of use or otheragreements and whether in paper or electronic form) may occur and be evidenced by our written or electronic execution ofthe agreement (as provided in Section 1f [“Electronic Contracts, Records and other Documents are Valid”] of this Deposit Agreement)or manifested by our providing the relevant account, product or service to you. In the event that an agreement with you does not setforth an effective date or if in our opinion an effective date cannot be otherwise determined by the terms or conditions of the agreement,then the effective date of the agreement shall be a date that is reasonably determined by SVB.a. Definitions. In this Deposit Agreement, the singular shall include the plural form and the plural shall include the singular wheneverthe content requires or permits. The word “may” when used in reference to action by us is permissive and means that we are allowed atour sole discretion to take action or no action, but are not required to do so. We will have no liability for inaction where we havediscretion not to act. The word “includes” means “including but not limited to” the examples given. The word “or” is inclusive unless thecontext otherwise requires. Unless otherwise specified all references to dollars mean U.S. dollars, and references to time mean localtime for the Bank (i.e., Pacific Time). Capitalized terms have the meaning given to them in the Agreement. In addition, the followingterms have the following meanings:“Account” (whether or not capitalized) means any deposit account covered by the Agreement (unless the context requires otherwise).“Authorized Signer” means the individuals who are shown on your Signature Card as an authorized signer. Your Signature Card andthis Deposit Agreement set forth the authority that an Authorized Signer has with regards to your accounts, products and services. Theterm also includes individuals who are known to you to have exercised authority as an Authorized Signer on your behalf and to havebeen recognized by us in that capacity, unless you inform us to the contrary promptly following your knowledge (actual or imputed) thatthe person is acting as an Authorized Signer. If you designate a person as an Authorized Signer or a person is otherwise justifiablytreated by us as an Authorized Signer under this Deposit Agreement, then we are allowed to treat the person as an Authorized Signerfor all purposes, including those set forth in the Signature Card. Further we may rely on their authority as an Authorized Signer until wehave received notice to the contrary from you and have had a reasonable amount of time to react.May 31, 2020Page 8 of 49 2020 Silicon Valley Bank. All Rights Reserved. This document is provided for the use of the recipient only. Any revision, reproduction, distribution,or disclosure of the content of this document without the express written permission of Silicon Valley Bank is strictly prohibited.
Deposit Agreement and Disclosure StatementBusiness Accounts“Available Balance” means the most current record we have about the funds available for withdrawal from your account, which may notinclude (i) deposits not yet available pursuant to our Funds Availability Policy, (ii) debit card or other transactions that we are legallyobligated to pay or have already paid out in cash, (iii) other pending transactions and (iv) holds on your account.“Beneficial owner” (whether or not capitalized) means the natural persons who ultimately own or control you as a company. Control ispresumed to exist for senior executive officers and persons holding 25 percent or more of any class of security issued by you; provided,however, that we reserve the right to include persons as “beneficial owner” in other circumstances. “Business Accounts” are notConsumer accounts (defined below), and the terms of this Deposit Agreement may not be used to extend the state and federal lawprotections granted to consumers to any Business Accounts.“Business Days” means any day that the Bank is open, which is all days except Saturdays, Sundays, federal holidays, or when closuresare necessitated during emergency conditions, or that occur due to unforeseen circumstances outside of the Bank’s control (which mayalso affect the bank’s ability to process deposited checks under normal circumstances, when the bank is normally open)”.“Card” means a debit card that we issue to you.“Cardholder” means a
or disclosure of the content of this document without the express written permission of Silicon Valley Bank is strictly prohibited. Your Bank Services and Your Agreement with Us The contents of this Deposit Agreement and Disclosure Statement - Business Accounts ("Deposit Agreement"), your Bank Depositor .
