Dakota

Fund Transfer Agreement

Last Updated: February 16, 2026

This fund transfer agreement (the "Funds Transfer Agreement") forms a legal agreement between Lead Bank, a Missouri state-chartered bank ("Bank") and the entity on whose behalf the associated Platform Services Agreement (the "Agreement") is created ("Client"). This Fund Transfer Agreement states the terms and conditions that govern the Bank's provision, and Client's use, of certain payment processing and fund transfer services (collectively, the "Bank Services") available through Dakota Ridge, Inc. ("Dakota").

For purposes of this Funds Transfer Agreement, each of Bank and Client may be referred to as a "Party" and collectively as the "Parties" (and, for the avoidance of doubt, for purposes of this Fund Transfer Agreement neither "Party" nor "Parties" shall include Dakota). All other defined terms used in this Fund Transfer Agreement have the meaning assigned to them in the Agreement. In this Fund Transfer Agreement, the term "herein" (and similar terms) shall refer solely to this Fund Transfer Agreement, and not to the terms of the Agreement. Further, the following terms shall have the following meanings for purposes of this Fund Transfer Agreement:

  • "Governmental Authority" means any international, federal, territorial, State or local governmental authority, quasi-governmental authority, instrumentality, court, government or self-regulatory organization, commission, tribunal or organization or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing having jurisdiction over Bank as applicable, and its respective Affiliates.
  • "Transaction" means a transaction (including a return, reversal, or chargeback of a transaction) originated or received by Bank on behalf of the Client, or otherwise processed or executed by Bank for Client in accordance with the terms of this Fund Transfer Agreement.
  • "Funding Account" means a commercial-purpose deposit account, established and maintained in Client's name from which funds are debited to initiate or complete a Transaction.
  • "Network Rules" means the rules, regulations, operating guidelines, and procedures of any payment network through which Bank processes Transactions, including NACHA Operating Rules, Fedwire Operating Circular, SWIFT rules, and SEPA rulebooks, as applicable and as amended from time to time.
  • "Settlement Account" means the FBO deposit account established and maintained by Bank, further described in Section 2(b).
  • "Recipient Account" means the deposit account into which Transactions will be credited.

1. General Terms

(a) Client agrees to comply with all terms of the Agreement. A breach of the Agreement by Client (including, for the avoidance of doubt, any breach by Client of a representation, warranty, or covenant to Dakota, whether or not such provision provides that the representation, warranty, or covenant extends to or is intended to protect Bank) of an obligation that Client owes to Dakota) shall constitute a breach of this Fund Transfer Agreement, and shall entitle Bank to pursue the remedies for breach set forth herein and permitted by Applicable Law. A statement in this Fund Transfer Agreement to the foregoing effect with respect to a specific provision of the Agreement, or the fact that a provision of the Fund Transfer Agreement imposes an obligation similar to a provision of the Agreement, shall not by implication or otherwise override the generality of the foregoing.

(b) Client hereby makes to Bank all representations and warranties that Client makes to Dakota in the Agreement. Without limiting the generality of the foregoing, Client represents and warrants to Bank the following:

  1. Each time Client requests a payment through Dakota, Client represents and warrants that Client has all necessary and compliant authorizations and approvals under Applicable Law, including to originate payments to the identified Recipient, in the amount and on the date submitted, and that each payment is accurate and timely and authorization has not been revoked.
  2. Client is and shall remain in compliance with this Funds Transfer Agreement and Applicable Law and any payment requested through Dakota complies with Applicable Law and Network Rules;
  3. No payment Client requests is to a Recipient identified on any list of sanctioned parties published by the U.S. Office of Foreign Assets Control, or would otherwise violate Applicable Law related to U.S. or foreign economic sanctions;
  4. Neither Client nor any Recipient to which Client requests payment through Dakota is engaged in any business or activity on Dakota's Prohibited Business List available at https://support.dakota.xyz/articles/8875851654-supported-industries, as updated from time to time;
  5. Any payment made to a Recipient located outside of the United States complies with Applicable Law in the receiving country;
  6. Client will promptly notify Bank of any change in circumstances of which Client is aware that would make (or with the passage of time would make) the representations and warranties in this Fund Transfer Agreement inaccurate.

(c) Client understands and agrees that Dakota is Bank's service provider and program manager with respect to the Bank Services. Dakota maintains the Dakota Platform and dakota.xyz website (or such other portals or methods made available by Dakota from time to time) shall be the primary means by which Client interfaces with Bank in connection with the Bank Services. Client understands and agrees that any information provided to Dakota (whether through Dakota Platform or otherwise) may be shared with Bank, and may be relied on by Bank. Bank shall maintain the confidentiality of such information and shall not use or disclose such information except as necessary to provide the Bank Services, comply with Applicable Law, or respond to valid legal process.

(d) If a provision of this Funds Transfer Agreement is conditioned upon Bank's belief or suspicion with respect to a fact or other matter (including a future matter), then such condition shall be satisfied if Dakota has such belief or suspicion with respect to such matter. Bank may delegate to Dakota the authority to exercise any discretion or make any assessment that Bank is permitted to exercise or make by the terms of this Fund Transfer Agreement or Applicable Law.

(e) Client will use the Bank Services only to initiate transactions on its own behalf, to make payments for its own account, and shall not use the Bank Services (or allow any other person to use the Bank Services) to effect payments for or on behalf of another party, or to transfer funds for any other party. Client will use the Bank Services only for business, commercial, or agricultural purposes, and will not use the Bank Services (or allow any person to use the Bank Services) for any personal, family, or household purposes.

(f) Bank represents and warrants to Client that:

  1. Bank is a Missouri state-chartered bank duly organized, validly existing, and in good standing under the laws of the State of Missouri;
  2. Bank has all necessary licenses, permits, and authorizations required to provide the Bank Services;
  3. Bank will perform the Bank Services in compliance with Applicable Law and Network Rules;
  4. Bank maintains commercially reasonable security measures to protect Client data and funds.

2. Payments

(a) Client acknowledges, agrees, represents and warrants that:

  1. the Funding Account is a commercial-purpose deposit account and is not established for personal, family, or household purposes;
  2. neither Bank nor Dakota maintains an "account" for Client within the meaning of Regulation E (12 C.F.R Part 1005);
  3. Client will not submit requests for any payments made primarily for personal, family, or household purposes; and
  4. as a result of (i) - (iii), fund transfers through Dakota are not subject to Regulation E, including the error resolution procedures required thereunder.

In addition, Client acknowledges and agrees it shall not submit a payment request that would be a "remittance transfer" as defined under Regulation E.

(b) Bank has established the Settlement Account to receive funds from Client and other Dakota clients and to effect fund transfers on behalf of Client and other Dakota clients. Client understands and agrees that the Settlement Account is an omnibus account in which Bank will hold funds on behalf of other Dakota clients in addition to the Client. When funds are deposited into the Settlement Account in connection with a Transaction, Bank holds such funds as custodian for the benefit of Client, and Client is the beneficial owner of such funds. Subject to the foregoing, Client does not own or control the Settlement Account. Client is not entitled to any interest on funds maintained in the Settlement Account.

(c) When Bank receives from Dakota Platform, Inc. payment instructions submitted by or on behalf of Client through Dakota, Bank will originate an electronic fund transfer from the Funding Account to the Settlement Account in the amount specified in the payment instructions. Upon final settlement of such electronic funds transfer, Bank will originate an electronic fund transfer in the same amount from the Settlement Account to the Recipient Account identified in the relevant payment instructions. Bank may effect such electronic fund transfers by ACH, wire payment, or any other method determined by Bank.

(d) If a transfer from the Funding Account to the Settlement Account is returned or reversed for any reason, then Bank may attempt to recover funds transferred to the Recipient Account in connection with the Transaction. Client authorizes Bank to pursue any mechanisms or remedies available under Network Rules or Applicable Law to recover such funds from the financial institution that holds the Recipient Account, without any further notice or authorization from Client. If Bank requests Client's assistance to recover such funds, then Client shall provide Bank with such assistance. If Bank incurs a loss due to the inability to recover funds transferred to a Recipient Account, then Client agrees to assist Bank in pursuing any available remedies against the holder of the Recipient Account, or other party against which remedies may be available to Bank or Client. Such assistance may include (at Bank's request) Client assigning to Bank or allowing Bank to subrogate to claims or rights Client has against the owner of the Recipient Account, provided that (i) Bank shall bear all costs of pursuing such claims, (ii) Bank shall indemnify Client for any liability arising from Bank's pursuit of such claims except to the extent caused by Client's breach of this Agreement, fraud, or willful misconduct, and (iii) Client shall not be required to assign or subrogate claims that would, as reasonably determined by Client in good faith, materially prejudice Client's ongoing business relationship with the Recipient.

(e) Client agrees to maintain sufficient funds in the applicable Funding Account to satisfy any payments that Client initiates (or that are initiated on Client's behalf) through Dakota Platform, as well as any amounts owed to Dakota or Bank, including for returns, reversals, fees, and expenses. Bank reserves the right to reject any payment Client requests for which sufficient funds are not available in the Funding Account.

3. Authorization and Settlement

(a) Bank is entitled to rely on any payment request and associated information Client communicates to Dakota via Dakota Platform or otherwise according to requirements or methods Dakota provides to Client. By submitting a payment request or information through Dakota Platform, Client authorizes Bank to initiate electronic fund transfers in accordance with the payment information provided in connection with the request (including electronic fund transfers from the Funding Account to the Settlement Account).

(b) Client shall provide any information about a Recipient reasonably requested by Dakota or Bank in connection with:

  1. protecting against or preventing actual or potential fraud, unauthorized transactions, claims, sanctions violations, or other liabilities;
  2. resolving Recipient or Client disputes or inquires;
  3. responding to requests from Bank, a payment network, or Governmental Authorities; or
  4. facilitating Bank's compliance with Applicable Law.

(c) If Client appoints Authorized Users to access Dakota Platform, Client shall comply with all policies, procedures, and requirements for Authorized Users established by Dakota. Client shall be responsible to Bank for any actions taken by Authorized Users.

4. Rejected and Erroneous Transactions

(a) Bank may, in its reasonable discretion, suspend processing of, reject, or refuse to process any payment request for the following reasons, including if Client is not in material compliance with this Funds Transfer Agreement or if Bank suspects that the payment request (or an electronic funds transfer to be initiated pursuant to the payment request):

  1. does not comply with this Funds Transfer Agreement, Applicable Law, or Dakota or Bank's policies and procedures, including any formatting or technical requirements;
  2. may be fraudulent or unauthorized;
  3. exceeds or will exceed after settlement of all outstanding transactions any applicable transaction limit or available funds for Client; or
  4. is likely to be returned or reversed, or could expose Dakota or Bank to risk of loss.

Neither Dakota nor Bank shall have any liability to Client for suspending or rejecting any payment request, except to the extent such suspension or rejection results from Bank's gross negligence or willful misconduct.

(b) Bank shall not have any obligation to discover and shall not be liable to Client for errors made by Client, including:

  1. errors made in identifying a Recipient, including Recipient Account, an intermediary, or a Recipient's bank;
  2. errors in the amount of a payment;
  3. errors related to the date on which settlement occurs; or
  4. duplicate payment requests issued by Client.

Client shall not have the right to cancel, amend, or reverse a payment after Client initiates a payment through Dakota Platform. The fact that Dakota or Bank is able to successfully cancel, amend, or reverse a payment shall not create an implied representation, warranty, or covenant that Dakota or Bank will successfully act on future requests by the Client to cancel, amend, or reverse a payment. Client shall be responsible for correcting any payment request and accompanying information rejected by Dakota or Bank prior to resubmission.

(c) Client agrees that if the Recipient Account information contains a Recipient name that does not match the name of the accountholder for the account number in the books and records of the Recipient's financial institution, then the Recipient's financial institution may credit the account identified in the Recipient Account information on the basis of the account number only. Client shall not be entitled to any refund of funds, and Bank shall not be liable for any losses, associated with a transaction credited by the RDFI to the account with the account number identified in the Recipient Account information, even if such account is not owned by the intended recipient.

5. Indemnification

Client will defend, indemnify, and hold Bank (and all respective directors, officers, employees, agents, affiliates, and permitted assigns) harmless from and against all third-party claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, fines, penalties, costs and expenses (including attorneys' fees), arising from or in connection with:

  1. Client's breach of any representation, warranty, or covenant set forth in the Agreement or the Fund Transfer Agreement;
  2. Client's failure to comply with Applicable Law or Network Rules;
  3. Client's failure to maintain a sufficient balance in the applicable Funding Account to cover Client's obligations under this Agreement;
  4. Bank processing payments, transferring funds, or otherwise executing transactions in accordance with Client instructions;
  5. Client's contracts, payments to, or relationship with a Recipient;
  6. Client's fraud, gross negligence or willful misconduct;
  7. the acts or omissions of Client's service providers, if any; or
  8. the acts or omissions of the Client that cause Bank to fail to comply with Applicable Law.

Client shall reimburse, indemnify, and hold harmless Bank for any expenses that Bank may incur as the result of the issuance of duplicate payment instructions by Client or in effecting Client's request for the cancellation or amendment of a payment.

6. Suspension and Termination

(a) Immediately upon Dakota's suspension or termination of the Agreement or Client's use of Dakota Platform, Bank's obligations to provide the Bank Services shall suspend or terminate, as applicable. Bank shall not have any independent obligation to provide notice to Client of such suspension or termination, and Dakota's notice to Client of suspension or termination of the Agreement or Client's use of Dakota Platform shall be sufficient to provide notice to Client that the Bank Services have been suspended or terminated (for the avoidance of doubt, even if such notice from Dakota does not specifically mention or reference the Bank Services).

(b) Bank may suspend or terminate this Funds Transfer Agreement or Client's use of Dakota upon five (5) Business Days' prior written notice, except that Bank may immediately suspend or terminate without prior notice:

  1. upon Client's termination of the Agreement;
  2. for Client's material failure to comply with the Agreement, this Fund Transfer Agreement, or Applicable Law, including Client's failure to maintain sufficient funds in its Funding Account or Reserve Account;
  3. if such suspension, restriction, or termination is necessary to enable Bank to comply with this Fund Transfer Agreement or Applicable Law;
  4. if Bank reasonably suspects that Client is likely to violate, or is in violation of, Applicable Law or Network Rules, or otherwise poses material risk to Dakota, its Bank or a third party, including, if Dakota reasonably suspects fraud, risk, or unusual activity;
  5. if Dakota requires such suspension, restriction, or termination;
  6. Bank is ordered or requested to do so by a Governmental Authority; or
  7. Bank's relationship with Dakota terminates.

(c) Either Party may terminate this Agreement on ten (10) Business Days' notice.

(d) Any obligation of either Party incurred prior to termination shall survive termination.

7. Notice

Notice must be in writing and will be deemed given only when sent by first class mail major commercial rapid delivery courier service, or email to the party to whom the notice is directed as follows:

(a) To Bank: By delivery to Dakota in accordance with the requirements for providing notice to Dakota under the terms of the Agreement. Any notice to Bank that is delivered to Dakota must clearly indicate that it is intended to be delivered to Bank.

(b) To Client: At the contact email address provided by Client in connection with applying for a Dakota Account.

8. Records

Any obligation of Bank to provide or make available to Client information regarding the Bank Services may be satisfied by the provision of such information by Dakota via the Dakota Platform, or in another manner as agreed to by Dakota and Client. Client shall provide notice to Bank of any improper or erroneous payment or other discrepancy within thirty (30) days of the time that information regarding a Transaction is made available to Client, and shall provide such notice to Bank by providing notice to Dakota in accordance with Section 9 of the Agreement. If Client notifies Bank of an erroneous payment or other discrepancy after such timeframe, Bank may, at its discretion, investigate whether any adjustments are appropriate or whether any amounts may be due to Client. However, Bank shall not be obligated to perform such investigation and Client shall be prohibited from bringing any claim against Bank with respect to the transaction.

9. Security Program

Client shall establish and maintain a security program that includes administrative, technical, and physical safeguards that:

  1. protect the security, confidentiality, and integrity of all Protected Information it maintains in connection with transactions through Dakota;
  2. protect against any threats or hazards to the security or integrity of Protected Information;
  3. protect against unauthorized access to or use of Protected Information;
  4. ensure the proper disposal of Protected Information;
  5. are appropriate to the risks associated with Client's use of Dakota Platform; and
  6. meet or exceed requirements under Applicable Law and Network Rules.

10. Service Providers

Client may use certain services provided by Dakota or a third party to assist Client in meeting its obligations relating to verification of accounts and identification of End Users, fraud screening, or other requirements of this Agreement and Applicable Law. Client acknowledges that Client remains solely responsible for compliance with all such requirements, regardless of Client's usage of any services provided by Dakota or a third party.

11. Arbitration

(a) In the event of a dispute arising under or relating to this Agreement ("Dispute"), either Party may elect to finally and exclusively resolve the Dispute by binding arbitration governed by the Federal Arbitration Act ("FAA"). Any election to arbitrate, at any time, shall be final and binding on the other Party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT'S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All Disputes will be resolved before a neutral arbitrator selected jointly by the Parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS' Streamlined Arbitration Rules and Procedures. All applicable JAMS' rules and procedures are available at the JAMS website www.jamsadr.com.

(b) Each Party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator's award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in San Francisco, California. The Parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The Parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Nothing in this Agreement will prevent Dakota from seeking injunctive relief in any court of competent jurisdiction as necessary to protect Dakota's proprietary interests.

(c) CLASS ACTION WAIVER. Client agrees that any arbitration or proceeding shall be limited to the Dispute between Bank and Client individually. To the full extent permitted by law:

  1. no arbitration or proceeding shall be joined with any other;
  2. there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and
  3. there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

CLIENT AGREES THAT CLIENT MAY BRING CLAIMS AGAINST DAKOTA RIDGE, INC. ONLY IN CLIENT'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

(d) SEVERABILITY OF ARBITRATION SECTION. Except as provided herein, if any part or parts of this Arbitration section are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of this Arbitration section shall continue in full force and effect.

(e) SURVIVAL OF ARBITRATION SECTION. This Arbitration section will survive the termination of Client's relationship with Dakota.

12. If you are an entity and not an individual, the following terms also apply

(a) Client acknowledges, agrees, represents and warrants that:

  1. the Funding Account is a commercial-purpose deposit account and is not established for personal, family, or household purposes;
  2. neither Bank nor Dakota maintains an "account" for Client within the meaning of Regulation E (12 C.F.R Part 1005);
  3. Client will not submit requests for any payments made primarily for personal, family, or household purposes; and
  4. as a result of (i) - (iii), fund transfers through Dakota Platform are not subject to Regulation E, including the error resolution procedures required thereunder.

In addition, Client acknowledges and agrees it shall not submit a payment request that would be a "remittance transfer" as defined under Regulation E.

13. Survival

The following provisions shall survive termination or expiration of this Funds Transfer Agreement: Section 1(b) (Representations and Warranties, solely with respect to Transactions occurring prior to termination), Section 5 (Indemnification), Section 8 (Records), Section 9 (Security Program), Section 11 (Arbitration), and this Section 13, together with any other provisions that by their nature should survive termination.