Fund Transfer Agreement

This fund transfer agreement (the "Funds Transfer Agreement") forms a legal agreement between Lead Bank, a Missouri state-chartered bank ("Bank") and the entity or sole proprietor on whose behalf the associated Dakota Services Agreement 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.

For purposes of this Fund Transfer Agreement, each of Bank and Client may be referred to as a "Party" and together, the "Parties" (and, for the avoidance of doubt, for purposes of this Fund Transfer Agreement neither "Party" nor "Parties" shall include Dakota Platform, Inc.). 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.
"Settlement Account" means the FBO deposit account established and maintained by Bank, further described in Section 2(b).
"Transferee 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 Platform, Inc., 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 Platform, Inc.) 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 Platform, Inc. in the Agreement. Without limiting the generality of the foregoing, Client represents and warrants to Bank the following:

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 Vendor, in the amount and on the date submitted, and that each payment is accurate and timely and authorization has not been revoked.
Client is and shall remain in compliance with this Fund Transfer Agreement and Applicable Law and any payment requested through Dakota complies with Applicable Law and Network Rules;
No payment Client requests is to a Transferee 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;
Neither Client nor any Transferee to which Client requests payment through Dakota is engaged in any business or activity on Dakota Platform, Inc.'s Prohibited Business List, as updated from time to time;
Any payment made to a Transferee located outside of the United States complies with Applicable Law in the receiving country;
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 Platform, Inc. is Bank's service provider and program manager with respect to the Bank Services. Dakota Platform, Inc. maintains Dakota, and Dakota (or such other portals or methods made available by Dakota Platform, Inc. 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 Platform, Inc. (whether through Dakota or otherwise) may be shared with Bank, and may be relied on by Bank.

(d) If a provision of this Fund 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 Platform, Inc. has such belief or suspicion with respect to such matter. Bank may delegate to Dakota Platform, Inc. 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.

2. Payments

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

the Funding Account is a commercial-purpose deposit account and is not established for personal, family, or household purposes;
neither Bank nor Dakota Platform, Inc. maintains an "account" for Client within the meaning of Regulation E (12 C.F.R Part 1005);
Client will not submit requests for any payments made primarily for personal, family, or household purposes; and
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 Transferee 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 Transferee 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 Transferee 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 Transferee Account, then Client agrees to assist Bank in pursuing any available remedies against the holder of the Transferee 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 Transferee Account.

(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, as well as any amounts owed to Dakota Platform, Inc. 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 Platform, Inc. via Dakota or otherwise according to requirements or methods Dakota Platform, Inc. provides to Client. By submitting a payment request or information through Dakota, 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 Transferee reasonably requested by Dakota Platform, Inc. or Bank in connection with:

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

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

4. Rejected and Erroneous Transactions

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

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

Neither Dakota Platform, Inc. nor Bank shall have any liability to Client for suspending or rejecting any payment request.

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

errors made in identifying a Transferee, including Transferee Account, an intermediary, or a Transferee's bank;
errors in the amount of a payment;
errors related to the date on which settlement occurs; or
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. The fact that Dakota Platform, Inc. or Bank is able to successfully cancel, amend, or reverse a payment shall not create an implied representation, warranty, or covenant that Dakota Platform, Inc. 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 Platform, Inc. or Bank prior to resubmission.

(c) Client agrees that if the Transferee Account information contains a Transferee name that does not match the name of the accountholder for the account number in the books and records of the Transferee's financial institution, then the Transferee's financial institution may credit the account identified in the Transferee 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 Transferee 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:

Client's breach of any representation, warranty, or covenant set forth in the Agreement or the Fund Transfer Agreement;
Client's failure to comply with Applicable Law or Network Rules;
Client's failure to maintain a sufficient balance in the applicable Funding Account to cover Client's obligations under this Agreement;
Bank processing payments, transferring funds, or otherwise executing transactions in accordance with Client instructions;
Client's contracts, payments to, or relationship with a Transferee;
Client's fraud, gross negligence or willful misconduct;
the acts or omissions of Client's service providers, if any; or
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 Platform, Inc.'s suspension or termination of the Agreement or Client's use of Dakota, 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 Platform, Inc.'s notice to Client of suspension or termination of the Agreement or Client's use of Dakota 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 Platform, Inc. does not specifically mention or reference the Bank Services).

(b) Bank may immediately suspend or terminate this Fund Transfer Agreement or Client's use of Dakota:

upon Client's termination of the Agreement;
for Client's 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;
if such suspension, restriction, or termination is necessary to enable Bank to comply with this Fund Transfer Agreement or Applicable Law;
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 Platform, Inc., its Bank or a third party, including, if Dakota Platform, Inc. reasonably suspects fraud, risk, or unusual activity;
if Dakota Platform, Inc. requires such suspension, restriction, or termination;
Bank is ordered or requested to do so by a Governmental Authority; or
Bank's relationship with Dakota Platform, Inc. terminates.

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

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

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 Platform, Inc. via the Dakota portal, or in another manner as agreed to by Dakota Platform, Inc. 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 Platform, Inc. 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:

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

10. Service Providers

Client may use certain services provided by Dakota Platform, Inc. 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 Platform, Inc. 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 Platform, Inc. from seeking injunctive relief in any court of competent jurisdiction as necessary to protect Dakota Platform, Inc.'s proprietary interests.

(c) 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:

no arbitration or proceeding shall be joined with any other;
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
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 Platform, Inc. ONLY IN CLIENT'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

(d) 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) This Arbitration section will survive the termination of Client's relationship with Dakota Platform, Inc..

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

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

the Funding Account is a commercial-purpose deposit account and is not established for personal, family, or household purposes;
neither Bank nor Dakota Platform, Inc. maintains an "account" for Client within the meaning of Regulation E (12 C.F.R Part 1005);
Client will not submit requests for any payments made primarily for personal, family, or household purposes; and
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.

13. If you are an individual, the following terms also apply

(a) Client acknowledges the funds may be stored in the Settlement Account. Funds transferred into the Settlement Account by Client will be ledgered by Dakota Platform, Inc. and held at Bank for the benefit of Client ("Account Balance).

(b) Client may not withdraw funds beyond the Account Balance (an "overdraft") within the Settlement Account. If for any reason an overdraft occurs, Client agrees to repay the amount of the overdraft immediately and Bank has the right to set off any overdraft by any amounts that are subsequently transferred into the Settlement Account by or in favor of Client.

(c) At any time Bank may limit, in its sole discretion, the parties to whom Client may transfer funds. Bank may suspend, restrict, or terminate your use of the Settlement Account. In the event of termination, all funds will be returned to the account used to fund the Settlement Account.

(d) If something goes wrong

For purposes of these disclosures, our business days are from Monday through Friday. Holidays are included.

(a) Complaints process

Should you wish to lodge a complaint regarding the Bank Services and any accompany services provided by Bank, please contact Dakota and raise the complaint via email at compliance@dakota.xyz

(b) Errors related to your account

If you believe there are errors on your account, or you have questions about your account, you can:

Email Dakota Platform, Inc. at support@dakota.xyz

Dakota Platform, Inc. must hear from you no later than sixty (60) days after they sent the FIRST statement on which the problem or error appeared. In order for Dakota Platform, Inc. to investigate your claim, please provide:

Your name and account information (including email and/or phone number);
A description of the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information; and
The dollar amount of the suspected error.

If you tell the Dakota Platform, Inc. orally, they may require that you send them your complaint or question in writing within ten (10) business days. Dakota Platform, Inc. will determine whether an error occurred within ten (10) business days after they hear from you and will correct any error promptly. If Dakota Platform, Inc. needs more time, however, they may take up to forty-five (45) days to investigate your complaint or question. If they decide to do this, your account will be credited within ten (10) business days for the amount you think is in error, so that you will have the use of the money during the time it takes for them to complete their investigation. If Dakota Platform, Inc. asks you to put your complaint or question in writing and they do not receive it within ten (10) business days, they may not credit your account. For errors involving new accounts, points-of-sale, or foreign-initiated transactions, Dakota Platform, Inc. may take up to ninety (90) days to investigate your complaint or question. For new accounts, Dakota Platform, Inc. may take up to twenty (20) business days to credit your account for the amount you think is in error. Dakota Platform, Inc. will tell you the results within three (3) business days after completing their investigation. If Dakota Platform, Inc. decides that there was no error, they will send you a written explanation. You may ask for copies of the documents that they used in the investigation.

If you believe an error occurred with a fund transfer service, or you have questions about the fund transfer service, you can:

Email Dakota Platform, Inc. at support@dakota.xyz

For errors involving fund transfer services, please contact Dakota Platform, Inc. as soon as you can if you think an error has occurred on your account. You can report an error up to one hundred and eighty (180) days after the date Dakota Platform, Inc. promised you that funds would be made available to the recipient. Please provide some or all of the following information:

Your name and address or telephone number;
The error or problem with the transfer, and why you believe it is an error or problem;
The name of the recipient receiving the funds, and if you know it, his or her telephone number or address;
The dollar amount of the transfer; and
The confirmation code or number of the transaction.

Dakota Platform, Inc. will determine whether an error occurred within ninety (90) days after you contact them and they will correct any error promptly. Dakota Platform, Inc. will tell you the results within three (3) business days after completing their investigation. If Dakota Platform, Inc. decides that there was no error, they will send you a written explanation. Dakota Platform, Inc. may ask for copies of any documents used in their investigation.

(d) Your liability for unauthorized transactions

You must tell Dakota Platform, Inc. AT ONCE if you believe an electric fund transfer has been made by logging in to your account without your permission (an "Unauthorized Transaction"). You may contact Dakota Platform, Inc. by emailing them at support@dakota.xyz. If you tell Dakota Platform, Inc. within two (2) business days after you learn of an Unauthorized Transaction, you can lose no more than $50. If you do NOT tell Dakota Platform, Inc. within two (2) business days after you learn of an Unauthorized Transaction, and they can prove they could have stopped someone from making an Unauthorized Transaction if you had told them, you could lose as much as $500. If your statement shows transfers that you did not make, including those made by card, code or other means, you must also tell Dakota Platform, Inc. at once. If you do not tell Dakota Platform, Inc. within sixty (60) days of the date they sent you the first statement on which the Unauthorized Transaction appeared, you may not get back any money you lost after the sixty (60) days if they can prove that they could have stopped someone from taking the money if you had told them in time. If a good reason (such as a long trip or a hospital stay) kept you from telling Dakota Platform, Inc., they will extend the time periods.

The following are NOT considered Unauthorized Transactions:

If you give someone access to your account (e.g. by giving them your login information) and they use your account without your knowledge or permission, unless you have notified us that transfers by that person are no longer authorized;
If you, or someone else with whom you are acting in concern, act with fraudulent intent; or
You reverse engineer or chargeback a transaction through the Bank Services.

Dakota Platform, Inc. relies on the information you provide them to send a payment. A misdirected payment, such as a payment, based on the information you provide Dakota Platform, Inc., that is sent to the wrong person, is an authorized payment, and will not be considered an Unauthorized Transaction.