Vantaca Vendor Pay Terms

These Vendor Pay Terms and Conditions (the "Vendor Pay Terms") govern Customer's use of Vantaca's vendor payment processing services and are incorporated by reference into Vantaca's Terms of Service (“Vantaca Terms”). In the event of any conflict between these Vendor Pay Terms and the Terms of Service, these Vendor Pay Terms shall control with respect to Vendor Pay Services. Capitalized terms not defined herein shall have the meanings set forth in the Terms of Service.

1. Account Structure. Vendor Pay Services utilize a For Benefit Of (FBO) account structure at Grasshopper Bank. Vantaca establishes and maintains an FBO account for the benefit of its customers, with unique account numbers assigned to each Customer for ledgering and reconciliation purposes. Customer acknowledges that funds held in the FBO account are held for Customer's benefit but are maintained in an account titled in Grasshopper Bank's name (as "Grasshopper Bank FBO Vantaca's Customers") at Grasshopper Bank. Customer has no direct ownership, control, or access to the FBO account; Grasshopper Bank maintains ownership and control of the FBO account at all times. 
2. FDIC Insurance. Customer acknowledges that the FBO account structure used for Vendor Pay Services is established for payment processing purposes. FDIC deposit insurance pass-through coverage for Customer or the HOAs/community associations on whose behalf payments are processed is not available through this FBO account structure unless specifically agreed to in writing by Vantaca and Grasshopper Bank. Funds are held in the FBO account on a transactional basis pending settlement to vendors and are subject to the fund handling procedures set forth in this Section.
3. Fund Settlement. Customer authorizes Vantaca to debit Customer's designated funding account (which may be an account owned by an HOA or community association managed by Customer) and to hold such funds in the FBO account pending payment to vendors.Customer represents and warrants that Customer has all necessary authority from the applicable HOA or community association to authorize debits from such funding account for vendor payment purposes. Settlement timelines vary by payment method and are subject to the Banking Service Provider Terms and applicable payment network rules. 
4. Reconciliation. Customer is responsible for reconciling its vendor payment activity through reports made available in the System. Vantaca will maintain separate ledgers for each Customer's payment activity. 

1. Know Your Business (KYB) Verification. Customer must provide accurate and complete information about Customer's business, including but not limited to: legal business name, business structure, tax identification number, business address, ownership information, beneficial ownership information, authorized representatives, nature of business, and anticipated payment volumes. Customer authorizes Vantaca to verify this information through third-party identity verification services and to share such information with Banking Service Providers as required.
2. Beneficial Ownership. Customer must provide complete and accurate information regarding all beneficial owners who own 25% or more of Customer's business, as well as one individual with significant responsibility for managing Customer's business, in accordance with applicable Customer Due Diligence requirements. Such information includes full legal names, dates of birth, residential addresses, and identification numbers for each beneficial owner. 
3. Ongoing Verification. Vantaca reserves the right to request updated KYB and beneficial ownership information at any time and to re-verify Customer information periodically. Customer must respond to verification requests within the timeframe specified by Vantaca. Failure to provide requested information may result in suspension or termination of Vendor Pay Services. 
4. Vendor Payment Information. Customer is responsible for collecting and maintaining accurate vendor payment information, including vendor legal names, payment addresses, and banking details necessary to process payments. Customer represents that all vendor payment information provided to Vantaca is accurate and that Customer has authorization to make payments to such vendors. 
5. Authorized Users. Customer must designate authorized users who are permitted to initiate vendor payments and must implement appropriate internal controls. Customer is fully responsible for all actions taken by its authorized users. 

1. Payment Methods. Vendor Pay Services may include the following payment methods, subject to availability and Customer eligibility: ACH payments (next-day and same-day), Real-Time Payments (RTP), check issuance, wire transfers (domestic and international), and virtual commercial card payments. Not all payment methods may be available to all Customers. 
2. Payment Authorization. Customer represents and warrants that it has proper authorization for each payment initiated through Vendor Pay Services, including authorization from the applicable HOA or community association on whose behalf the payment is made. Vantaca reviews Customer's management agreements with HOAs and community associations during the onboarding process to confirm Customer has appropriate authority to initiate vendor payments on behalf of such associations. Customer must not initiate unauthorized payments or payments in violation of applicable law. 
3. Payment Limits. Vantaca and Banking Service Providers may impose transaction limits, daily limits, and velocity limits on Customer's payment activity. These limits may be adjusted based on Customer's payment history, risk profile, and other factors. Customer acknowledges that payment limits established by Vantaca and Banking Service Providers are independent of, and may differ from, any payment authorization limits established in Customer's management agreements with HOAs and community associations. Customer is responsible for ensuring that payments initiated through Vendor Pay Services comply with both the limits imposed by Vantaca/Banking Service Providers and any limits established in Customer's agreements with the applicable HOAs or community associations. 
4. Payment Timing. Payment settlement timing depends on payment method, time of day payment is initiated, and payment network processing schedules. Vantaca does not guarantee specific settlement times and is not liable for delays caused by payment networks, receiving financial institutions, or Banking Service Providers. 
5. Payment Reversals and Returns. Customer acknowledges that certain payment types (particularly ACH payments) may be returned or reversed by receiving financial institutions for various reasons, including insufficient funds, closed accounts, unauthorized transactions, and other return codes. Customer is responsible for all returned payments and related fees. Customer authorizes Vantaca to debit Customer's funding account or FBO account balance to recover returned payment amounts and associated fees. 

1.  BSA/AML Compliance. Customer must comply with all applicable Bank Secrecy Act (BSA) and Anti-Money Laundering (AML) requirements. Customer represents that it does not engage in transactions involving sanctioned persons or entities, and that its use of Vendor Pay Services complies with all applicable sanctions laws and regulations administered by the Office of Foreign Assets Control (OFAC).
2. Transaction Monitoring. Vantaca monitors transactions processed through Vendor Pay Services for suspicious activity, fraud, and compliance with applicable laws and regulations. Customer acknowledges and consents to such monitoring. Customer must cooperate with any investigations and provide requested documentation promptly. Prohibited Transactions. Customer may not use Vendor Pay Services for any of the following prohibited purposes: 
   i. Payments to or from sanctioned persons, entities, or jurisdictions under OFAC or other applicable sanctions programs;
   
   ii. Transactions involving illegal goods or services ;
   iii. Payments related to money laundering, terrorist financing, or other illegal activities;
   iv. Transactions that violate payment network rules;
   v. Any purpose prohibited by applicable law or Banking Service Provider Terms.

   Customer may not use Vendor Pay Services on behalf of any HOA, community association, or other entity that engages in any of the following specialized or restricted activities without prior written approval from Vantaca and Grasshopper Bank: 

   vi. Cryptocurrency, NFT, or tokenization activities;
   vii. Hard money lending;
   viii. Foreign financial institutions;
   ix. Adult entertainment;
   x. Alcohol or tobacco sales or distribution;
   xi. Firearms or weapons sales or distribution; 
   xii. Cannabis or CBD products;
   xiii. Casinos, social casinos, or gambling operations; and
   xiv. Sweepstakes operations.
   
   
   Customer represents that none of the HOAs or community associations on whose behalf Customer uses Vendor Pay Services engage in the above specialized or restricted activities. If any HOA or community association begins engaging in such activities, Customer must immediately notify Vantaca and cease using Vendor Pay Services for such entity unless prior written approval is obtained from Vantaca and Grasshopper Bank. Customer acknowledges that Vantaca does not independently manage BSA/AML compliance functions for entities engaging in specialized or restricted activities, and such activities require separate approval and enhanced due diligence. 
3. NACHA Rules. For ACH transactions, Customer must comply with all applicable NACHA Operating Rules and Guidelines. Customer acknowledges that Vantaca is registered as a Third Party Sender with NACHA and that failure to maintain compliance with NACHA rules may result in suspension or termination of ACH payment services. 
4. Return Rate Thresholds. Customer must maintain ACH return rates below NACHA thresholds, including: (i) administrative returns (R02, R03, R04) below 3%, (ii) unauthorized returns (R05, R07, R10, R29, R51) below 0.5%, and (iii) overall returns below 15%, calculated over the preceding 60-day period. Vantaca may suspend ACH payment privileges if Customer exceeds these thresholds. 
5. Suspicious Activity Reporting. Customer must promptly notify Vantaca of any suspected fraudulent, suspicious, or unauthorized payment activity. Vantaca reserves the right to investigate and report suspicious activity to Grasshopper Bank and to appropriate authorities as required by law. 

1. Reserve Requirement. Customer acknowledges that Vantaca maintains a segregated loss reserve account at Grasshopper Bank using Vantaca's corporate funds to cover potential losses from the Vendor Pay program, including negative balances, unauthorized transactions, payment returns, fraud, chargebacks, and other losses. The required reserve balance is determined by Grasshopper Bank based on aggregate program activity, including total payment volume, payment methods used, and overall risk profile. (Grasshopper Bank reserves the right to require individual customer reserve accounts in exceptional circumstances based on payment activity patterns, in which case Vantaca will provide Customer with advance written notice.) 
2. Customer Responsibility for Losses. Customer is responsible for all losses, negative balances, and costs arising from Customer's use of Vendor Pay Services, including but not limited to: returned payments and associated fees, unauthorized transactions, fraudulent activity, regulatory penalties, and any other losses. Vantaca may debit Customer's funding account, FBO account balance, or invoice Customer to recover such losses. 
3. Right to Withhold Funds. Vantaca reserves the right to withhold funds from Customer's FBO account or to place a hold on outgoing payments if Vantaca reasonably believes there is an increased risk of returns, fraud, or other losses. 

1. Suspension Rights. Vantaca may immediately suspend Customer's access to Vendor Pay Services without prior notice if: (i) Vantaca reasonably believes Customer has violated these Terms, Banking Service Provider Terms, or applicable law; (ii) Customer fails to provide requested verification information; (iii) Customer exceeds return rate thresholds; (iv) Vantaca detects suspicious, fraudulent, or high-risk activity; (v) Banking Service Providers require suspension; or (vi) Vantaca determines suspension is necessary to comply with legal or regulatory requirements. 
2. Termination. Either party may terminate Vendor Pay Services in accordance with the Terms.Additionally, Vantaca may immediately terminate Vendor Pay Services if Banking Service Providers terminate the banking relationship or if Customer's use of services poses unacceptable risk to Vantaca or Banking Service Providers. 
3. Effects of Suspension or Termination. Upon suspension or termination: (i) Customer may not initiate new payments; (ii) pending payments may be cancelled or completed at Vantaca's discretion; (iii) Customer must pay all outstanding amounts; and (iv) Vantaca may hold funds in Customer's FBO account for up to 180 days to cover potential returns, chargebacks, and other contingent liabilities. 

1. Third-Party Dependencies. Customer acknowledges that Vendor Pay Services are provided through Banking Service Providers, including Grasshopper Bank, N.A. and Increase Technologies Inc., and depend on the performance of payment networks (NACHA, FedWire, RTP, and card networks). 
2. Limited Disclaimer.VANTACA SHALL NOT BE LIABLE FOR SERVICE OUTAGES, PAYMENT DELAYS, OR FAILURES CAUSED SOLELY BY BANKING SERVICE PROVIDERS OR PAYMENT NETWORKS, INCLUDING BUT NOT LIMITED TO: (i) BANKING SYSTEM OUTAGES OR TECHNICAL FAILURES; (ii) PAYMENT NETWORK DISRUPTIONS; (iii) RECEIVING BANK REJECTIONS, ACCOUNT CLOSURES, OR RETURNS NOT CAUSED BY VANTACA'S ERRORS; OR (iv) SETTLEMENT DELAYS IN PAYMENT PROCESSING INFRASTRUCTURE BEYOND VANTACA'S CONTROL. 
3. Vantaca's Continuing Obligations. This limitation does not apply to losses caused by: (i) Vantaca's breach of this Agreement; (ii) Vantaca's negligence, willful misconduct, or fraud; (iii) Vantaca's failure to comply with NACHA rules, BSA/AML requirements, or other applicable regulations; (iv) failures in Vantaca's verification systems, fraud detection, or internal controls; (v) Vantaca's failure to maintain required NACHA return rate thresholds; or (vi) errors in payment instructions transmitted by Vantaca to Banking Service Providers where such errors were not caused by inaccurate vendor information provided by Customer under Section 3(d). 
4. Customer Data Responsibility. Customer remains responsible for vendor payment data accuracy as set forth in Section 3(d), and Vantaca shall not be liable for payment failures resulting from inaccurate vendor information provided by Customer, except where Vantaca's validation controls failed to detect errors they were designed to identify. 
5. No Warranties; "As Available" Basis. VANTACA MAKES NO WARRANTIES REGARDING BANKING SERVICE PROVIDER AVAILABILITY, RELIABILITY, OR PERFORMANCE. VENDOR PAY SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" SUBJECT TO THIRD-PARTY BANKING INFRASTRUCTURE. 
6. Mutual Limitation of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS, ARISING FROM VENDOR PAY SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY. THIS LIMITATION SHALL NOT APPLY TO: (i) INDEMNIFICATION OBLIGATIONS UNDER SECTION 15; (ii) FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT; OR (iii) VIOLATIONS OF SECTION 5. 

1. Authorization to Debit/Credit Accounts. By using Vendor Pay Services, Customer authorizes Vantaca, LLC and Grasshopper Bank, N.A. to initiate electronic credit and debit entries via the Automated Clearing House (ACH) to (i) Customer's FBO account balance maintained at Grasshopper Bank; and (ii) Customer's designated external account(s) at other financial institutions ("External Accounts") for the purpose of processing vendor payments, funding transfers, fee collection, and recovering returned payments, chargebacks, and other amounts owed by Customer under these Terms. 
2. Types of Authorized Transfers. Customer's authorization includes: 
   1. One-time vendor payments initiated through the Vantaca platform; 
   2. Scheduled vendor payments established through the Vantaca platform; 
   3. Funding transfers between External Accounts and Customer's FBO account balance; and 
   4. Debits to recover returned payments, fees, negative balances, or other amounts owed to Vantaca or Banking Service Providers. 
3. Payment Timing. If any payment date falls on a weekend or bank holiday, Customer agrees that the payment may be executed on the next business day, or as soon as reasonably possible at the discretion of Vantaca and Grasshopper Bank. 
4. Customer Representations and Warranties. Customer represents and warrants that: 
   1. Customer has all necessary right, power, and authority to authorize debits and credits to Customer's FBO account balance and External Accounts; 
   2. All payment information and instructions provided to Vantaca are complete and accurate; 
   3. All ACH transactions authorized by Customer comply with applicable law and NACHA Operating Rules and Guidelines; 
   4. Customer has obtained all necessary authorizations from account owners for any External Accounts designated for use with Vendor Pay Services; and 
   5. Customer will comply with all applicable NACHA Rules and assume the responsibilities of an Originator thereunder.
5. Error Correction. Should an incorrect amount be withdrawn from or deposited into Customer's External Account(s) or FBO account balance, Customer authorizes Vantaca and Grasshopper Bank to correct the error by debiting or crediting the affected account(s). 
6. NACHA Compliance. Customer acknowledges that all ACH transactions must comply with the provisions of applicable law and the NACHA Operating Rules and Guidelines. Customer requests that financial institutions holding Customer's External Accounts honor all transfers initiated in accordance with this authorization. 
7. Cancellation and Revocation. This authorization remains in effect until Vantaca receives written notice from Customer in sufficient time and manner to afford Vantaca and Grasshopper Bank reasonable opportunity to act on such notice. To stop or cancel a scheduled vendor payment, Customer must contact Vantaca at least three (3) business days prior to the scheduled payment date. Written notices of termination or cancellation must be sent to: 

h. Record Retention. Customer agrees to retain a copy of these Terms, including this ACH Authorization and Agreement, for Customer's records and to retain evidence of authorization for ACH entries for a minimum of two (2) years from the date of authorization, or such longer period as required by applicable law.