Welcome to Clip! These Terms only apply to Clip users and Clip services in the United States of America. If you are located in Canada, please see our Canadian terms that apply to you here. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Service Addenda.

Clip Money (USA), Inc. (“Clip Money”, "Clip", “we”, “us” or “our”) provides a digital-first platform where small businesses can conveniently access business banking services such as cash deposits (US legal tender only) at self-service smart drop locations (“ClipDrop”), have faster access to their accounts cash receipts through the use of intelligent recycling ATMs (“ClipATM”), or receive the required coin and note denominations to run their business (“ClipChange”).

Please carefully read these terms of service as set out below along with any applicable Service Addenda (such Service Addenda defined below and together with the general terms set forth herein, the “Terms”) before using the Clip website, Clip mobile application (the “Clip App”), ClipDrop, ClipATM, and/or ClipChange (together with the Clip App and any other services or applications offered by us, “Clip”). These Terms govern your access to and the use of Clip, including the messages, information, data, text, software, images and other content that make up Clip (the “Content,” which Content is part of Clip). These Terms exempt us and others from liability and/or limit our and their liability and contain other important provisions that apply to your use of Clip.

Your use of Clip is conditioned on your acceptance of these Terms. By visiting or using Clip, you agree on your own behalf and on behalf of any organization on whose behalf you may act (collectively referred to herein as “you”), to accept and abide by these Terms for each use of and each visit to Clip. If you agree to these Terms on behalf of any organization, you confirm that you have authority to do so.

We reserve the right, in our sole discretion, to add to, remove, modify or otherwise change any part of these Terms, in whole or in part, at any time. If we update these Terms, the “Last Updated” notice at the top of this document shall be amended to reflect the last date of such changes. Changes will be effective as of the date the changes to these Terms are made available on Clip. It is your responsibility to check these Terms each time you access Clip to determine whether any changes have been made, including by checking the “Last Updated” date at the top of these Terms. If any change to these Terms is not acceptable to you, you must discontinue your use of Clip immediately. Your continued use of Clip after any such changes are posted will constitute acceptance of those changes. These Terms apply exclusively to your use and access of Clip and do not alter the terms or conditions of any other agreement you may have with us.

THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. PLEASE SEE SECTION 19 OF THESE TERMS BELOW REGARDING RESTRICTIONS ON YOUR LEGAL RIGHTS IN ANY DISPUTE INVOLVING OUR SERVICES OR OUR PRIVACY POLICY. THE ARBITRATION CLAUSE AND CLASS ACTION WAIVER GOVERN HOW CLAIMS AGAINST US CAN BE BROUGHT BY YOU AS A USER OF OUR SERVICES. BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE AND AGREE TO SUBMIT ALL CLAIMS YOU MAY HAVE AGAINST US THROUGH FINAL AND BINDING ARBITRATION, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS.

1. Additional Terms

Clip partners with one or more third-party service providers to complete your transactions and to provide you with Clip (“Service Providers”). Use of certain features of Clip may require you to agree to: (i) additional terms and conditions set forth in Service Addenda (each, a “Service Addendum”) and/or (ii) additional third-party terms, which are available in the Clip App or on the Clip Money website. By using those features, you acknowledge that you have agreed to each and every applicable Service Addendum and any additional third-party terms. 

2. Your Clip Account

1. To use Clip, you must register for an account with us (a “Clip Account”). During registration, we will ask you for certain information and your consent, which are required for registration. This information may include (and may be subject to change from time to time): (i) information about the account or accounts at banks and other financial institutions to which you would like to credit or debit (each, a “Bank Account”), (ii) information about your business, including ownership, address, incorporation date, formation documents, tax ID number, and business sector, and (iii) consent to run a credit check against you. You must provide accurate and complete registration information in order to submit your registration, and you must keep that information current. To open a Clip Account, you must be at least the age of majority where you reside.
   
   

2. Submission of registration information does not guarantee that you will be granted permission to use Clip. Your use of Clip is subject to our customer identification policies, as well as certain applicable laws, such as United States federal and state anti-money laundering, anti-terrorist funding laws, and other financial industry laws, which may require certain identification verification processes to be completed before access to Clip is granted to you (“KYC Process”). If such identification verification processes are not completed, or if we or any of our Service Providers do not approve of your use of Clip (including the Banking Provider and Lender), you cannot use Clip.
   
   

3. When you associate a Bank Account to your Clip Account, we may verify the accuracy of your Bank Account information by using a third-party account verification service. If required by such third-party account verification service, you must agree to any additional terms related to this verification service to associate such Bank Account.
   
   

4. You may only use Clip to engage in each applicable Clip service and credit to your Bank Account, Deposit Account (defined below) or to Bank Accounts for which you are identified within Clip as having permission to receive deposits and/or make any debit transaction permitted under these Terms. You may only use Clip for your own internal business purposes. You may not use Clip to credit any bank account for which you are not the account holder or for which you do not have permission. You may authorize multiple user(s) once the initial account verification process is completed.
   
   

5. By accepting these terms, you represent and warrant that your business: (i) is domiciled in, has its principal place of business in, and is organized under the laws of, a state of the United States or the District of Columbia; (ii) has not dissolved or ceased to do business and has not commenced a proceeding under debtor relief laws, and no proceeding under any debtor relief law has been commenced against you or your business; and (iii) is not affiliated with us or Lender. Additionally, you represent and warrant that: (A) your use of Clip will be solely for business or commercial purposes; (B) your Bank Account provided to us and your use of any Clip service are solely for business and commercial purposes; and (C) the Bank Account, Clip App, ClipDrop, ClipATM, ClipChange and all associated services will not be used for personal, family, or household purposes.
   
   

6. By accepting these Terms you acknowledge that, as part of the services provided to you, we will facilitate the opening of a non-interest bearing demand deposit account (“Deposit Account”) with its third-party financial services provider(s) (“Banking Provider”) on your behalf and, with respect to ClipDrop services, you will have access to a line of credit from Lender using the information that you have provided to us. The Deposit Account will be used for the purposes of receiving ACH credits you request by using ClipDrop or ClipATM services and/or for ACH debits for payments owed by you to us for ClipChange services, its Service Providers or the Lender under your Credit Agreement. By using the Deposit Account and any Banking Provider-related services, you agree to be bound by the terms and conditions of the Banking Provider, including such Banking Provider’s privacy policy and electronic communication consent agreement (collectively, the “Deposit Account Agreement” and accessible here. Banking Provider is not a party to, nor has any responsibility or liability to you under these Terms, the Credit Agreement as provided in the ClipDrop Service Addendum, or for any other services or products provided by us. You will pay no fees directly to any Service Provider, including our Banking Provider, in connection with the Deposit Account. You further authorize Banking Provider, based on the Clip App technology to initiate an (i) ACH credit in the amount requested through your use of ClipDrop or ClipATM services, less any fees and charges owed to Clip, to your Bank Account in accordance with the terms of your Deposit Account Agreement with the Banking Provider; and (ii) ACH debit or credit of your Bank Account for any difference between the amounts requested by using any Clip service and the actual amount of processed and verified funds (including counterfeited funds), plus or minus any applicable fees, as the case may be.
   
   

7. For the avoidance of doubt, you authorize us to debit your Bank Account as outlined in these Terms, and, if necessary, initiate adjustments for any transactions credited/debited in error. This authority will remain in effect until you notify us in writing to cancel it in such time as to afford us and the Banking Provider a reasonable opportunity to act on your notice. Further, in the event an ACH debit of your Deposit Account is rejected for any amount for which a Clip service has been requested, you authorize us to charge the full amount for the requested service, plus any applicable fees and charges, from your Bank Account.
   
   

3. Changes to Clip

We may, at any time, without notice or liability, and for any reason whatsoever, terminate, change, suspend or discontinue Clip or any aspect of Clip, including (a) changing the availability of, restricting access to, or imposing limits on any or all features or services on, or links to, Clip, (b) removing, adding, modifying or otherwise changing any fees for the use of Clip or any features of Clip, and (c) removing, adding, modifying or otherwise changing any Content.

We may, at any time, without notice or liability, and for any reason whatsoever, change any of the fees that we charge for your use of Clip.

4. Restrictions on Your Use of Clip

You agree that you will not:

1. share your username or password with any other person or otherwise allow any other person to use your Clip Account;
   
   

2. use Clip to request Credit on behalf of any other person or entity, provide Property or money transfer services to any other person or entity, or act as a “money services business” or “money transmitter” under United States federal or state laws;
   
   

3. resell any Clip service or Content or include any Clip service or Content in or with any product that you create or distribute;
   
   

4. copy or store any Clip service or Content onto your own or any other web site or into a database or mobile application, except that your computer or mobile device may temporarily store or cache copies of materials being accessed and viewed;
   
   

5. reverse engineer, decompile, create derivative works from, modify, or disassemble Clip for any reason whatsoever, including for the purpose of creating competitive products or services;
   
   

6. use Clip in any manner that could damage, disable, overburden, impair, interfere with the security of, negatively affect the functioning of, or otherwise abuse, Clip or any other services, system resources, accounts, servers, networks, affiliated or linked sites connected to or accessible through Clip;
   
   

7. upload, post or otherwise transmit on Clip any computer viruses, Trojan horses, worms or other files or computer programs which are potentially harmful, disruptive or destructive or that may impose an unreasonable or disproportionately large load on the infrastructure of the Clip App or Clip Money Website; 
   
   

8. use Clip for commercial purposes or activities (other than as set out under these Terms) including soliciting for advertisers or sponsors, soliciting for donations, or sending unauthorized or unsolicited junk mail, spam, chain letters, pyramid schemes or any other form of solicitation; 
   
   

9. use Clip contrary to or in violation of any applicable laws or third-party rights, including Lender’s rights, terms and conditions;
   
   

10. use any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, complete registrations forms or otherwise extract any information from Clip or the Content; 
    
    

11. impersonate anyone or provide false identity information to gain access to or use Clip;
    
    

12. use Clip in any manner that may dilute or depreciate our name or reputation; or 
    
    

13. interfere with any other person’s use and enjoyment of Clip.
    
    

5. Additional Obligations

You agree that you will:

1. comply with any additional instructions and policies that we, our Service Providers, or Lender may provide from time to time in the Clip App;
   
   

2. keep all your Clip Account user information current, including business address, Bank Account number, telephone number, and email address;
   
   

3. provide additional or supplemental information as may be requested by us, our Service Providers, or Lender from time to time in order for us and our Service Providers, including Lender, to comply with ongoing requirements under the Bank Secrecy Act and related anti-money laundering laws or regulations;
   
   

4. reimburse or otherwise pay us for any cash you place in the equipment that is later determined to be counterfeit or that is deposited to your Bank Account in error;
   
   

5. comply with all applicable laws relating to your use of Clip;
   
   

6. be responsible and liable for all activity under your Clip Account, including for all activity by persons to whom you have given access to your Clip Account or your Clip App, and including any fraud or any deposit of any counterfeit currency, in each case to the extent permitted by law; and
   
   

7. notify us immediately of any unauthorized use of your Clip Account or any other known or suspected breach of security.

If you become aware of an unauthorized access to or use of your Clip Account, you must change your password and notify us immediately.

6. Your Personal Information; Information Sharing

Our privacy statement explains how we collect, use, protect and disclose the personal information you provide to us or that we otherwise collect through your use of Clip (“Privacy Statement”). Please read our Privacy Statement. The collection, use, disclosure and other processing of your personal information by third parties, including by Service Providers and Lender, is subject to their own privacy policies and practices.

You hereby consent to us sending you account-based information and alerts regarding Clip and your Clip Account by notifications via the Clip App and/or other push notifications (each, a “Clip App Notification”).

You consent to and authorize us to provide your information (including banking and personal information) to third party Service Providers, including but not limited to the Lender, Credit Facilitator, and Banking Provider in order to provide services you requested. You cannot limit this sharing of information. Third party Service Providers are prohibited from using your information for any purpose other than providing you the services you request from us.

7. Investigations

If we are concerned that you might be in breach of your obligations under these Terms or under applicable laws, then we may, without notice to you, (a) investigate your use of Clip, (b) provide information about any possible breach of applicable laws to our service partners (including Service Providers), regulatory authorities and/or law enforcement authorities (including your identity and other personal information), and (c) cooperate with our service partners, regulatory authorities and/or any law enforcement authorities in the prosecution of any violation of applicable laws.

8. Clip Money Records

We will provide certain information to you via Clip App Notifications, including but not limited to (a) a digital receipt or notification relevant to the applicable Clip service, (b) a notice when Banking Provider has initiated issuance of an ACH credit or debit to your Deposit Account and Bank Account, and (c) a notice if there is a problem with any credit or debit to be made to your Bank Account or Deposit Account. You can access these notifications and records of your current and past transactions placed through Clip and any credit or debit transactions made to your Bank Account or Deposit Account through your account on Clip App. It is your responsibility to review these notifications promptly, and to notify us immediately if you discover any errors or omissions. If we do not receive written notice from you of an error or omission within 30 days of the date of the error or omission, then you agree to accept the notifications and records in the Clip App and you release us and Lender from any and all claims with respect to such error or omission.

9. Limited License

Subject to these Terms, we grant you a non-exclusive, non-transferable, non-sub-licensable, revocable, limited license to use Clip and any related equipment, solely for your own internal business use, for the purpose of i) requesting and receiving Credit via ACH and using ClipDrop or ClipATM at any location that offers Clip (each, a “Service Location”) or ii) requesting and receiving coin and notes at your place of business via ACH Debit using ClipChange.

10. Proprietary Rights

We and any of our Service Providers reserve all rights not expressly granted in these Terms. We and our licensors and service providers (including our Service Providers and Lender) own all right, title, interest in Clip and all tangible and intangible property used to provide Clip, including all worldwide intellectual property rights and the property at each Service Location. We are protected by the copyright laws of the United States, Canada and other jurisdictions. Any unauthorized copying, redistribution, reproduction or modification of Clip (including any element of the Content) by any person may be a violation of trademark and/or copyright laws and could subject such person to legal action. You agree to comply with all copyright laws worldwide in your use of Clip and to prevent any unauthorized copying, redistribution, reproduction or modification of Clip or any of the Content.

If you believe that material in which you hold copyright is visible on Clip without your consent and the use of which is not permitted by law, please contact us immediately in accordance with section titled “Notices and Communications”. Please provide details of where the material is visible along with a description of the material, as well as your name and contact information and such other information as we deem reasonably necessary to allow us to determine whether the content in question infringes your rights.

11. Linked Services

Certain links in the Clip App may take you to other websites that are not owned or operated by us. We provide these links only as a convenience. We are not responsible for the information or other content appearing on these websites or for any of the products or services available on or through these websites, and you visit and use them at your own risk. 

12. User Submissions

We do not wish to obtain unsolicited ideas, including ideas for new advertising campaigns, new promotions, new or improved products, goods, services or technologies, product enhancements, processes, materials, marketing plans, or new product names. Accordingly, please do not send any unsolicited ideas, suggestions or other materials (“Submissions”) to us. Any communications sent by you to us via Clip or otherwise, including Submissions, whether solicited by us or otherwise, are on a non-confidential basis (other than personal information which is covered under our Privacy Statement). We are free to use and disclose the content of any such communication, including any ideas, inventions, concepts, techniques or know-how disclosed in any such communication, for any purpose including developing, manufacturing and/or marketing goods and services. You agree to not assert any ownership right of any kind in any such communication (including copyright, trademark, patent, trade secret, unfair competition, moral rights, or implied contract), and you hereby waive such moral rights in favor of us and our affiliates, licensees, successors and assignees. You also acknowledge that you have no right to receive any financial or other consideration in connection with any such Submission or communication.

13. Exclusions of Liability

Notwithstanding anything in these Terms to the contrary, we and our Service Providers shall not be liable to you or any third party for any non-performance or delay in performance, Losses, or any damages or other liability that is directly or indirectly caused by or arising from:

1. unavailability of the Clip App, or any communications or network outages including any internet or third-party communication network outages;
   
   

2. circumstances or events outside the reasonable control of us or our Service Providers, including (i) strikes, lockouts or other labor disturbances, riots, authority of law, acts of God, fire, flood, tornado, hurricane, or earthquakes, (ii) war, hostile or warlike action in time of peace or war, including action in hindering, combating or defending against an actual, impending or expected attack (A) by any government or sovereign power (de jure or de facto), or by any authority maintaining or using military, naval or air forces, (B) by military, naval or air forces, or (C) by an agent of any such government, power, authority or forces; (iii) insurrection, rebellion, revolution, civil war, usurped power, or action taken by governmental authority in hindering, combating or defending against such an occurrence or confiscation by order of any government or public authority; (iv) pandemics or epidemics; or (v) any act of terrorism or any action taken in controlling, preventing, suppressing or in any way relating to any act of terrorism. An act of terrorism means an act, including but not limited to the use of force or violence and/or the threat thereof, of any person or group(s) of persons, whether acting alone or on behalf of or in connection with any organization(s) or government(s), committed for political, religious, ideological or similar purposes including the intention to influence any government and/or to put the public, or any section of the public, in fear; 
   
   

3. (i) any chemical, biological, bio-chemical or electromagnetic weapon; (ii) the use or operation, as a means for inflicting harm, of any computer, computer system, computer software program, malicious code, computer virus or process or any other electronic system; (iii) ionizing radiations from or contamination by radioactivity from any nuclear fuel or from any nuclear waste or from the combustion of nuclear fuel; (iv) the radioactive, toxic, explosive or other hazardous or contaminating properties of any nuclear installation, reactor or other nuclear assembly or nuclear component thereof; (v) any weapon or device employing atomic or nuclear fission and/or fusion or other like reaction or radioactive force or matter; or (vi) the radioactive, toxic, explosive or other hazardous or contaminating properties of any radioactive matter. The exclusion in this sub-clause (vi) does not extend to radioactive isotopes, other than nuclear fuel, when such isotopes are being prepared, carried, stored or used for commercial, agricultural, medical, scientific or other similar peaceful purposes;
   
   

4. fire, explosion, water damage and all other hazards and risks ordinarily insured against by owners or users of such properties in similar businesses;
   
   

5. any negligent or criminal acts or fraud by you or your agents; 
   
   

6. any failure by you to comply with these Terms, any instructions related to our services (which may be found in the applicable Service Addendum), or applicable law; or
   
   

7. counterfeit currency.

14. Limited Warranty

We warrant that, for each Clip transaction you make using Clip and for which you have received a receipt via Clip App Notification, Banking Provider will attempt to complete the transaction in accordance with your directions as provided through the Clip App and these Terms. If any payment instruction made on your behalf results in an incomplete deposit into your Bank Account in accordance with those directions, then we will use commercially reasonable efforts to resolve the issue as described in each applicable Clip Service Addendum (less applicable fees, unless the problem is our fault). THIS COMMITMENT HEREIN AND AS SET FORTH IN EACH CLIP SERVICE ADDENDUM IS OUR SOLE OBLIGATION AND YOUR SOLE REMEDY FOR ANY FAILURE TO SUBMIT PAYMENT INSTRUCTIONS ON YOUR BEHALF IN ORDER TO i) COMPLETE A CREDIT TO YOUR BANK ACCOUNT FOR THE AMOUNT OF PROPERTY PLACED WITH CLIPDROP OR CLIPATM SERVICES OR ii) COMPLETE A DEBIT TO YOUR BANK ACCOUNT FOR THE AMOUNT OF COIN AND NOTES RECEIVED THROUGH THE CLIPCHANGE SERVICES. WE AND OUR SERVICE PROVIDERS HAVE NO LIABILITY TO YOU IF A CREDIT IS DELAYED, OR IF UNABLE TO MAKE THE PAYMENT INSTRUCTION ON YOUR BEHALF TO MAKE THE CREDIT OR DEBIT TO YOUR BANK ACCOUNT, OR IF MADE TO THE WRONG BANK ACCOUNT BECAUSE YOU ENTERED INCORRECT BANK ACCOUNT INFORMATION. YOU AGREE THAT CLIP IS OTHERWISE PROVIDED ON AN “AS IS” BASIS, AND THAT ANY USE OF OR RELIANCE ON CLIP IS AT YOUR SOLE RISK.

EXCEPT FOR THE LIMITED WARRANTY PROVIDED ABOVE, WE AND OUR AFFILIATES, THE CLIP SERVICE LOCATIONS, AND SERVICE PROVIDERS, INCLUDING THE LENDER, EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, STATUTORY OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING ANY IMPLIED OR STATUTORY WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND THOSE ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. FOR GREATER CERTAINTY, WE DO NOT WARRANT THAT CLIP WILL (A) MEET YOUR REQUIREMENTS, (B) BE COMPATIBLE WITH YOUR MOBILE DEVICE OR COMPUTER OR ANY RELATED EQUIPMENT, (C) BE RELIABLE, ACCURATE, CURRENT OR COMPLETE, (D) CONTINUE TO OPERATE, (E) OPERATE WITHOUT INTERRUPTIONS OR DELAYS, OR (F) BE ERROR-FREE.

15. Limitation of Liability

IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES, SERVICE PROVIDERS, INCLUDING THE LENDER, CLIP LOCATION PARTNERS OR ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES (COLLECTIVELY “CLIP MONEY REPRESENTATIVES”) HAVE ANY RESPONSIBILITY OR LIABILITY FOR (A) ANY DIRECT DAMAGES EXCEPT AS EXPRESSLY PROVIDED IN THE SECTION TITLED “LIMITED WARRANTY”, OR (B) ANY OTHER LOSSES OR DAMAGES WHATSOEVER, WHETHER BASED ON CONTRACT (INCLUDING FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM), TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, INCLUDING INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR OTHER DAMAGES, AND INCLUDING DAMAGES FOR HARM TO BUSINESS, LOSS OF INFORMATION OR DATA, LOSS OF PROFIT, LOSS OF SAVINGS OR REVENUE, LOSS OF GOODWILL OR OTHER ECONOMIC LOSS, RELATING DIRECTLY OR INDIRECTLY TO YOUR USE OR ATTEMPTED USE OF CLIP OR THE CLIP APP OR ANY DEPOSIT OR ATTEMPTED DEPOSIT, AND INCLUDING ANY LOSSES OR DAMAGES WHATSOEVER RELATING DIRECTLY OR INDIRECTLY TO (I) ANY FUNDS THAT YOU LEAVE AT A CLIP LOCATION IF YOU DO NOT RECEIVE A RECEIPT VIA CLIP APP NOTIFICATION FOR THE FUNDS LEFT AT A CLIP LOCATION, OR ANY FUNDS THAT YOU LEAVE AT A CLIP LOCATION THAT EXCEED THE AMOUNT OF THE RECEIPT RECEIVED BY CLIP APP NOTIFICATION, (II) A DELAY IN MAKING A PAYMENT INSTRUCTION ON YOUR BEHALF TO INITIATE A CREDIT AND/OR DEBIT TO ACCOUNT FOR ANY DEPOSIT AMOUNT USING CLIP SERVICES, OR ANY INABILITY TO MAKE A PAYMENT INSTRUCTION ON YOUR BEHALF TO INITIATE A CREDIT AND/OR DEBIT TO ACCOUNT FOR ANY THE DEPOSIT AMOUNT PLACED WITH CLIP TO YOUR BANK ACCOUNT, OR (III) ANY PAYMENT INSTRUCTION THAT RESULTS IN A DEPOSIT TO THE WRONG BANK ACCOUNT BECAUSE YOU ENTERED INCORRECT BANK ACCOUNT INFORMATION, IN EACH CASE EVEN IF THE CLIP MONEY REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR EVEN IF SUCH LOSS OR DAMAGE WAS OBJECTIVELY FORESEEABLE.

IF FOR ANY REASON OR IN ANY CIRCUMSTANCE CLIP MONEY REPRESENTATIVES ARE FOUND LIABLE TO YOU, THE MAXIMUM AGGREGATE LIABILITY OF CLIP MONEY, FOR ANY AND ALL CLAIMS RELATING DIRECTLY OR INDIRECTLY TO YOUR USE OR ATTEMPTED USE OF CLIP OR THE CLIP APP OR ANY PAYMENT INSTRUCTION OR ATTEMPTED PAYMENT INSTRUCTION CLIP, BANKING PROVIDER OR SERVICE PROVIDER MAKES ON YOUR BEHALF TO INITIATE A CREDIT AND/OR DEBIT TO AN ACCOUNT FOR ANY PROPERTY PLACED AT A CLIPDROP OR DEPOSITED AT A CLIPATM, SHALL BE LIMITED TO (A) FOR ANY CLAIM RELATING TO PROPERTY PLACED AT A CLIPDROP, THE LESSER OF YOUR DAILY DEPOSIT LIMIT, THE DECLARED VALUE OF THE CLIPDROP BAG AT ISSUE AND AS CONFIRMED BY OUR SERVICE PROVIDER AS BEING PLACED IN THE EQUIPMENT, AND THE ACTUAL VALUE OF THE CLIPDROP BAG ISSUE, AS VERIFIED BY THE SERVICE PROVIDER, LESS (I) APPLICABLE FEES (UNLESS THE PROBLEM WAS DUE TO OUR NEGLIGENCE OR WILLFUL MISCONDUCT), (II) ANY MONIES DEPOSITED TO YOUR BANK ACCOUNT OR TO ANOTHER BANK ACCOUNT BECAUSE YOU ENTERED INCORRECT BANK ACCOUNT INFORMATION, AND (III) ANY MONIES OTHERWISE PAID TO YOU, AND (B) FOR ALL OTHER CLAIMS, THE FEES PAID BY YOU TO US IN THE 3 MONTHS PRECEDING SUCH CLAIM.

NO ACTION, SUIT OR OTHER PROCEEDING TO RECOVER FOR ANY SUCH LOSS SHALL BE BROUGHT AGAINST US, SERVICE PROVIDERS, LENDER OR ANY OF THE CLIP MONEY REPRESENTATIVES UNLESS THE SUIT OR PROCEEDING IS COMMENCED WITHIN TWELVE (12) MONTHS AFTER THE PROPERTY WAS PLACED IN THE EQUIPMENT AT A CLIP SERVICE LOCATION.

16. Indemnity

You will indemnify and hold us and the Clip Money Representatives harmless from and against any claims brought by third parties arising out of (a) your use of Clip, (b) any breach of these Terms by you (including any fraud, counterfeiting, or any use of Clip or the equipment at Service Locations other than as expressly authorized in these Terms), (c) your violation of any applicable laws, (d) your violation of any right held by a third party, including any right of privacy or any intellectual property right, or (e) any other person’s use of Clip using your login credentials, and all resulting losses, damages, judgments, awards, costs, expenses, and lawyers’ fees incurred or suffered by us or the Clip Money Representatives in connection with any such claim.

17. Termination

You may terminate your Clip Account at any time by deactivating your Clip Account from the Clip App. We may suspend or terminate your Clip Account and your access to Clip at any time with or without notice to you, for any reason or for no reason in our sole discretion. You have the right to appeal your termination in writing within 14 days of notice of termination. 

If your Clip Account is terminated or suspended: (a) the license and any other rights granted under these Terms will end, (b) we may (but have no obligation to) delete your information and account data stored on our systems, and (c) we will not be liable to you or any third party for compensation, reimbursement, or damages for the termination or suspension, or for deletion of your information or account data. 

The following sections of these Terms survive and remain in effect in accordance with their terms upon termination: “Investigations”, “Clip Money Records”, “Proprietary Rights”, “User Submissions”, “Limited Warranty”, “Limitation of Liability”, “Indemnity”, “Disputes”, “Notices and Communications” and “General”.

18. Complaints

If you have a complaint or believe that a Credit request receipt, Credit confirmation, or other transaction record communicated to you by Clip App Notification is incorrect, please contact us through the Clip App or using the contact information on the Clip Money website.

19. Disputes

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT IS AN AGREEMENT TO ARBITRATE DISPUTES (“ARBITRATION AGREEMENT”) AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. 

In consideration for our provision of services to you, each party agrees that any and all disputes or claims arising under, out of, in connection with, or related to your use of Clip, these Terms in any fashion, or the subject matter, negotiation, performance, termination, interpretation, or formation of the agreement resulting from your acceptance of these Terms, (a “Dispute”) must be resolved exclusively in binding arbitration. However, a party may assert a claim in small claims court, if the asserted claim qualifies and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. This Arbitration Agreement is intended to be broadly interpreted. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

Before a party may initiate arbitration under this Arbitration Agreement for a Dispute, notification of the dispute must be submitted to us in writing within 30 calendar days of the date of the receipt received via Clip App Notification. We will investigate the Dispute and use commercially reasonable efforts to advise of its decision within 60 days.

The arbitration shall be conducted by the American Arbitration Association under its commercial arbitration rules. There will be a single arbitrator. The arbitration will take place in New York City, New York, United States of America. The language of the arbitration will be English. All costs and expenses of the arbitration will be borne by the parties equally unless the arbitrator otherwise directs.

EACH PARTY AGREES THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE PARTY SEEKING RELIEF. THE ARBITRATOR CANNOT AWARD RELIEF THAT AFFECTS OTHER CLIP USERS.

20. Notices and Communications

All notices to us must be made via email at support@clipmoney.com. Notices to you may be sent, in our sole discretion, to the most recent address or email address provided by you in your Clip Account. In addition, we may provide notices through the Clip App to inform you of changes to Clip and other matters of importance. Notices provided through the Clip App are deemed to have been received by you when we post them.

We will consider any electronic communication received from you or in your name to be duly authorized by you. The term “electronic communication” means any communication by or involving electronic methods, including communications within the Clip App, or by email, phone, text or social media.

21. General

These Terms and any Dispute shall be governed by the laws of the state of Delaware and the federal laws of the United States of America applicable in the state of Delaware, without reference to its conflict of laws principles. Subject to the section titled “Disputes,” each party consents to the exclusive jurisdiction of the courts located in New York City, New York, United States of America for any legal action instituted by either party against the other with respect to these Terms or any Dispute.

We and our Clip Money Representatives agree to comply with all applicable laws administered by, and regulations of, any federal or state bank regulatory authorities with jurisdiction over the us and our Clip Money Representatives.

These Terms are the entire agreement between us and you with respect to Clip, and Lender and you with respect to Lender. These Terms supersede all communications, representations or agreements, either oral or written, between us or our affiliates and you with respect to Clip. 

If for any reason a court of competent jurisdiction finds any provision of these Terms to be unenforceable, that provision will be enforced to the maximum extent permissible so as to affect the intent of these Terms, and the remainder of these Terms will continue in full force and effect. 

No waiver of or consent to depart from any provision of these Terms will be binding unless it is in writing and signed by us. 

You and we are independent contractors, and no agency, partnership, joint venture, employment or franchise relationship is intended or created by these Terms.

You may not assign these Terms or your rights and obligations under these Terms without our express prior written consent, which may be withheld in our sole discretion, and shall be subject to additional registration and approval by us and our Service Providers. We may assign these Terms and our respective rights and obligations under these Terms without your consent.

In these Terms the word “including” means “including, without limitation”.

These Terms will inure to the benefit of and be binding on you and us and our successors and assigns and your successors and permitted assigns.

ClipDrop Service Addendum

The terms of this service addendum (“Service Addendum”) and the Terms of Service (“Terms”) are applicable to ClipDrop services. This Service Addendum may be renewed from time to time. Capitalized terms not defined in this Service Addendum have the meanings ascribed to them in the Terms, which are hereby incorporated by reference and made part of this Service Addendum.

As part of using ClipDrop, you agree that you are also entering into an agreement with Brinks Capital LLC (“Lender”), where Lender is agreeing to extend you a monthly line of credit from which you can request a draw against for Credit, as further defined herein and subject to this Service Addendum and the additional terms between you and Lender as set out in Section 1 of this Service Addendum (the “Credit Agreement”). 

1. Requesting and Receiving Credit. The following Credit Agreement is expressly between you and Lender. By using ClipDrop, you agree to be bound by the following terms and conditions of Lender:

1. Once you have completed registration with Lender, including submitting any required identification documents, and have been approved, we will provide you (at your expense) with specifically designed containers (“ClipDrop Bags”) for the purpose of placing U.S. currency (“Property”) into a Service Location. Prior to placing a ClipDrop Bag into any equipment, you must first request Credit from Lender for the Property placed in any ClipDrop Bag. Each declaration for a ClipDrop Bag made by you in the Clip App shall constitute a request for Lender to advance funds to your Deposit Account (“Credit”). Your declaration must include the Property value in each ClipDrop Bag placed in the equipment and the serial number of the ClipDrop Bag. It is your sole responsibility to accurately report the Property you place in the equipment. You may only access, open, and interact with the equipment at Service Locations in accordance with this Service Addendum, including all ClipDrop Instructions (defined below). The aggregate daily amount of Credit you can request from Lender and Property you can place in the equipment shall not exceed your daily deposit credit limit, as set out in the Clip App (the “Daily Deposit Limit”). You also agree not to place more than $5.00 in coins in any ClipDrop Bag.
   
   

2. You agree: (i) you will only place Property into a ClipDrop Bag and only place sealed ClipDrop Bags into the equipment at a Service Location; and (ii) you will place the identified ClipDrop Bag in the equipment promptly after requesting Credit in the Clip App. After you place Property in the equipment at a Service Location, Lender shall initiate issuance of Credit via ACH to your Deposit Account at Banking Provider based on the declared value of the Property of your ClipDrop Bag (“Declared Value”). This Credit shall constitute a draw against the line of credit extended from Lender to you. For the purposes of ClipDrop services, the line of credit that Lender is agreeing to extend to you, on a monthly basis, shall not exceed the lesser of (i) the sum of the Daily Deposit Limit (as set out in Section 5 of this Service Addendum) in any given month; and (ii) $150,000.00, or an amount otherwise agreed to in writing by Clip Money, Lender and Banking Provider.
   
   

3. You agree that Lender will own the Property once placed into the equipment at a Service Location. All right, title and interest to the Property passes to Lender upon the Property being placed into the equipment at a Service Location. You assign any and all rights to the Property to Lender upon placing it into the equipment at a Service Location. You represent and warrant that neither you nor any other entity have any ownership rights or possessory rights to the Property placed in the equipment at a Service Location under Section 541 of the Bankruptcy Code, 11 U.S.C. §541 and that Lender may advance funds against such Property. You represent, warrant and agree that, other than Lender’s rights with respect to repayment of the Credit: (i) the Property and assignment of your rights in the Property are and shall be free and clear of all liens, security interests, claims and any other type of encumbrances; and, (ii) that you are not a party to any agreement or arrangement, and shall not enter into any such agreement or arrangement, that would (A) restrict you from making such deposits placed in the equipment at a Service Location or using the services provided for in this Service Addendum; (B) restrict the enforcement of any of our or Lender’s rights; or (C) cause any Property placed in the equipment at a Service Location to be subject in any manner to any lien, security interest, attachment or other process in favor of you, any of your creditors or any other third party. 
   
   

4. Once the Property from the equipment at a Service Location is collected, it will be counted to determine the actual value of the Property in a ClipDrop Bag. Your Credit balance will be adjusted based upon such actual value(s), and as applicable, you authorize Lender to instruct Banking Provider to debit or credit your Deposit Account for any such variances (see Section 1(f)).
   
   

5. You acknowledge and agree with respect to your use of Clip and all Property placed with our ClipDrop service that: (i) you have completed registration for Clip (including providing accurate information as required for pre-authorized debits pursuant to this Service Addendum); (ii) Lender may instruct a debit or credit to your Deposit Account pursuant to this Service Addendum for any difference between the Declared Value and the actual amount of processed and verified funds in a ClipDrop Bag; (iii) you will follow all instructions provided by Clip Money with respect to ClipDrop service; (iv) you will not conceal or misrepresent the value of Property in a ClipDrop Bag, or any material fact or circumstance concerning such Property; and (v) by using the Clip services you are authorizing Lender to initiate an ACH credit in the amount of your Declared Value amounts, to your Deposit Account and/or to initiate an ACH debit for any amount owed to Lender under this Credit Agreement from the Deposit Account and in accordance with the terms of your Deposit Account Agreement with the Banking Provider.
   
   

6. You acknowledge and agree that Lender may partner with a third-party financial institution to enable the services provided to you described under this Section 1 (the “Credit Facilitator”). Accordingly, Lender may collaterally assign its rights under this Service Addendum to such Credit Facilitator and that Credit Facilitator shall have the right to, either directly or indirectly, confirm with you the value of the Property you have placed in the equipment at a Service Location and the outstanding amounts owed to Lender by you. If Lender collaterally assigns its rights under this Service Addendum to Credit Facilitator and if you have a Service Location on your premises, you undertake and agree to act as a bailee for Credit Facilitator with respect to the Property or equipment while the Property is in the equipment at a Service Location. You agree to comply with any written instructions provided by Credit Facilitator with respect to such Property or equipment, including without limitation, to turn over such Property to Credit Facilitator upon request.
   
   

7. You acknowledge and agree and that Credit Facilitator is advancing funds to Lender against the Property and consent to any such assignment, and that Credit Facilitator is relying on the representations, warranties and covenants made by you in order to induce Credit Facilitator to advance against such Property. You agree to indemnify, hold harmless and defend Lender from and against any and all damages, loss, expenses (including attorneys’ fees), liability or claims arising or resulting from your breach of the representations, warranties or undertaking made under these this Service Addendum. Credit Facilitator shall be a third-party beneficiary of these this Service Addendum.
   
   

8. You shall immediately notify us at www.clipmoney.com/support of any change in the list of beneficial owners or other information provided to Lender in the Beneficial Ownership Certification for you or any of your affiliates.
   
   

9. Lender’s sole obligation with respect to this Credit Agreement is to initiate issuance of Credit via ACH to your Deposit Account in the amount of the Declared Value and, if applicable, to instruct Banking Provider to issue ACH credit or debits for any variances to your Deposit Account. In no event will Lender be liable for the delay, failure, or refusal by Banking Provider or your own Bank Account to issue such credit or for any other act or omission, breach of this Service Addendum, or failure by us, our Service Providers (excluding Lender), or Banking Provider. Pursuant to and subject to the additional limits, terms and conditions set forth in Section 6 of this Service Addendum, you must directly notify us of any discrepancy in Credit that Lender provides to you, and you understand and agree that you do not have any right to directly bring action against Lender unless (i) notice to us is first given in the time and manner specifically prescribed by Section 6 of this Service Addendum; and (ii) such action, suit or proceeding is commenced within twelve (12) months after Lender has initiated the Credit at issue.

2. The Deposit to Your Bank Account

Upon making a successful ClipDrop in the equipment at a Service Location in accordance with this Service Addendum (including any ClipDrop Instructions), the Lender extends you credit in the amount of the Declared Value as provided for in your Credit Agreement. You authorize our Banking Provider to initiate an ACH credit and/or debit to your Bank Account plus or minus applicable fees, charges and/or taxes based on Clip App technology.

As part of using Clip services, your information may pre-populate based on the banking details provided by you in the Clip App or you may be required to re-enter your Bank Account or Deposit Account information on online forms in order for Banking Provider to initiate ACH credits and debits on your behalf based on the Clip App technology. If you do not enter your Bank Account or Deposit Account information correctly, ACH credits and debits may not be made to your Bank Account or may be made to the wrong account. By acceptance of this Service Addendum, you acknowledge that we will comply with the National Automated Clearinghouse Association (“NACHA”) standards regarding recovery and reconciliation of funds and you authorize Banking Provider to initiate a debit or credit on your behalf to or from your Bank Account or Deposit Account in compliance with and in accordance with NACHA Rules. 

WE, LENDER AND OUR SERVICE PROVIDER DO NOT GUARANTEE OR MAKE ANY REPRESENTATIONS OR COVENANTS ON HOW QUICKLY FUNDS WILL BE DEPOSITED TO YOUR BANK ACCOUNT OR DEPOSIT ACCOUNT AND HAVE NO LIABILITY TO YOU IF (I) CREDIT IS DELAYED, (II) YOUR BANK, THE BANKING PROVIDER OR ANY OTHER BANK OR FINANCIAL INSTITUTION REFUSES TO ISSUE A CREDIT TO YOUR DEPOSIT ACCOUNT OR YOUR BANK ACCOUNT, (III) BANKING PROVIDER IS UNABLE TO CREDIT YOUR BANK ACCOUNT OR DEPOSIT ACCOUNT, (IV) CREDIT IS DEPOSITED TO THE WRONG BANK ACCOUNT OR DEPOSIT ACCOUNT BECAUSE YOU ENTERED INCORRECT BANK ACCOUNT OR DEPOSIT ACCOUNT INFORMATION, OR (V) THERE IS ANY ACT OR OMISSION OF YOUR BANK OR ANY OTHER BANK OR FINANCIAL INSTITUTION. BY USING CLIP YOU UNDERSTAND THAT YOU BEAR THE SOLE RISK FOR ANY LOSSES CAUSED BY INFORMATION INCORRECTLY PROVIDED BY YOU TO US.

3. Problems with Issuing Credit 

If Banking Provider is unable to credit or debit your Bank Account or Deposit Account, we will attempt to contact you and to resolve the issue. It is your responsibility to keep your contact information current. For example, a payment instruction made on your behalf may be rejected by the Banking Provider if your Bank Account or Deposit Account has been closed. We may charge additional service fees to resolve these issues.

If Banking Provider is unable to credit or debit your Bank Account or Deposit Account due to inaccurate information or other error caused by you, your representative or any third party, we shall attempt to resolve the issue (less applicable fees and expenses), but are subject to no other liability or obligation to you.

4. Fees

For each initiated Credit you request using the Clip services, we will charge you a fee. Current fees are subject to change; however, any changes will be communicated by email prior to implementing fee increases.

The Clip App will tell you the amount of the fee for each ClipDrop you make using our ClipDrop services. If you do not accept the fee, do not place your Property in any equipment at any Service Location or otherwise use ClipDrop or Clip services. The amount of the fee will be deducted from your Deposit Account.

We may also charge additional service fees on a ClipDrop if there is a problem. You may find our current schedule of fees, including charges for shipping and handling of ClipDrop Bags, here. 

All fees and other amounts payable by you under this Service Addendum are exclusive of taxes and similar assessments. To the extent that such taxes are charged, you are responsible for all value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority.

If any Banking Provider charges us a fee related to initiating ACH debits and/or credits to your Bank Account or Deposit Account for any ClipDrop you make using our Clip services, you agree to pay such fees and agree that we may deduct the fee amount from your Deposit Account or Bank Account.

To the extent that we do not deduct fees, expenses or taxes from your Deposit Account or Bank Account, you agree to promptly pay us for such fees, expenses and taxes. You agree that we, through our Banking Provider and based on Clip App technology, or Banking Provider subject to your Deposit Account Agreement, may chargeback any amount credited to your Bank Account or Deposit Account in error. You authorize Banking Provider, based on Clip App technology, to debit your Bank Account for the difference between the Declared Value and the actual amount in the ClipDrop Bag, or as a result of your ClipDrop Bag containing counterfeit funds, fraud or any other reason provided for in the Deposit Account Agreement you have with the Banking Provider or as permitted under applicable law. You may be responsible and liable for any such chargeback transaction under the terms of your Deposit Account Agreement. You consent to our deducting from funds in your Deposit Account by any outstanding amount that you owe to us. You authorize and agree that Banking Provider shall have the right to issue an ACH debit to your Bank Account for such fees based on Clip App data that Banking Provider receives.

5. Important Rules

It is you and your authorized users’ responsibility to maintain a sufficient inventory of ClipDrop Bags. All orders for ClipDrop Bags shall be made through our comprehensive cash reporting and analytics system (“Cashboard”). Without limiting the foregoing, in the event we, in our sole discretion, determine that your inventory of ClipDrop Bags is insufficient, you hereby authorize us to order additional ClipDrop Bags, at your expense. All ClipDrop Bag orders will be available for identification and tracking through Cashboard.

The maximum amount of Credit that you may request or Property that you may place into equipment at a Service Location on a daily basis shall be the lesser of (i) your daily limit as set out in the Clip App or (ii) $5,000, unless otherwise agreed to, in writing, by us, Lender and Banking Provider (“Daily Deposit Limit”). We or our Service Providers may, in our discretion, impose further limits on the frequency of or the amounts of the Property you may place in the equipment at any Service Location.

We or our Service Providers may decline to accept all or any part of a ClipDrop Bag you place through ClipDrop at any Service Location at any time, for any reason or for no reason in our sole discretion. 

We or our Service Providers may cancel or reject a ClipDrop Bag placed with ClipDrop at any Service Location at any time. 

After you have deposited your funds into equipment using our ClipDrop service, your Property is not revocable by you.

We do not guarantee when your bank will allow you to access funds that are deposited to your Bank Account or Deposit Account. For example, your bank might impose a hold on the funds for a period determined by your bank. If you have any questions concerning this, please contact your bank.

The equipment at the Service Location should only be opened by our authorized Service Providers. You agree that you and any of your authorized users will not remove or attempt to remove Property placed in the equipment at any time or attempt to move, relocate or block access to the equipment at a Service Location.

If you damage the equipment, or if the equipment is non-operational upon your arrival at the Service Location, you agree that you will immediately notify us.

6. Other Important Rules

If you place any item in the equipment at a Service Location other than Property, in accordance with this Service Addendum and all ClipDrop Instructions, you may contact us to have it returned, and we will use commercially reasonable efforts to locate the item and return it to you. Upon the return of such item as provided herein, we forfeit any ownership claim to such item, provided that you reimburse us for our reasonable costs and all third-party costs and fees (including Service Provider and/or Banking Provider charges) in connection with returning such item to you.

Your failure to submit an accurate Property value of a ClipDrop Bag shall forfeit any claim for any loss with respect to the ClipDrop Bag. We and our Service Providers will not be liable for any Property placed into the equipment at a Service Location unless made using a sealed ClipDrop Bag and unless otherwise made in accordance with this Service Addendum, including all ClipDrop Instructions.

Unless you can prove and definitively establish (A) the placement of a sealed ClipDrop Bag into the equipment at a Service Location in accordance with this Service Addendum and (B) the actual value of such ClipDrop Bag, our or Service Provider’s count of the Property and ClipDrop Bags collected from the Service Location at the time of removal will be binding and conclusive on you. We and our Service Providers will not be liable for any shortage of a ClipDrop Bag unless: (i) the ClipDrop Bag does not show external evidence of tampering at the time of removal from the equipment at the Service Location for transportation; and (ii) the ClipDrop Bag shows external evidence of tampering at the time of processing of the ClipDrop Bag at the process location where ClipDrop Bags are processed after removal from the equipment at the Service Location.

We and Service Providers will not be liable for any loss or discrepancy or suspected loss or discrepancy with respect to a ClipDrop Bag (each a “Loss”) unless: (1) you advise us in writing of an issue in respect of such Loss, and request a Loss investigation, no more than fifteen (15) Business Days after Service Provider collects the ClipDrop Bag at issue from the equipment at the applicable Service Location; and (2) your claimed Loss in connection with the ClipDrop Bag exceeds $100. You waive any claim in connection with a ClipDrop Bag if you do not notify us of an issue within the foregoing timeline. We may charge you a reasonable fee (including actual costs) for any investigation of an issue in connection with a ClipDrop Bag. You will promptly and diligently assist us and Service Providers in the investigation of any Loss or suspected Loss, including, providing any records that you maintain to track Property placed in the equipment at a Service Location. Where you suspect a Loss in connection with a ClipDrop Bag, you agree to reasonably mitigate any loss or damages you could suffer in connection with your suspected Loss. For the purposes of this paragraph, the term “Business Day” shall mean a day other than a Saturday, Sunday or bank or other public holiday in the United States.

For avoidance of doubt, any liability for Loss will be the lesser of: (i) the Declared Value of the ClipDrop Bag at issue and as confirmed by our Service Provider as being placed in the equipment at the applicable Service Location; (ii) your Daily Deposit Limit, and (iii) the actual value of the ClipDrop Bag at issue, as verified by the Service Provider.

7. General Provisions

This Service Addendum and any Dispute shall be governed by the laws of the state of Delaware and the federal laws of the United States of America applicable in the state of Delaware, without reference to its conflict of laws principles. Subject to the section titled “Disputes” in the Terms that is made a part hereof, you and Clip Money consent to the exclusive jurisdiction of the courts located in New York City, New York, United States of America for any legal action instituted by either party against the other with respect to this Service Addendum or any Dispute.

If for any reason a court of competent jurisdiction finds any provision of this Service Addendum to be unenforceable, that provision will be enforced to the maximum extent permissible so as to affect the intent of this Service Addendum, and the remainder of this Service Addendum will continue in full force and effect. 

No waiver of or consent to depart from any provision of this Service Addendum will be binding unless it is in writing and signed by us. 

ClipChange Service Addendum

The terms of this service addendum (“Service Addendum”) and the Terms of Service (“Terms”) are applicable to ClipChange services. This Service Addendum may be renewed from time to time. Capitalized terms not defined in this Service Addendum have the meanings ascribed to them in the Terms, which are hereby incorporated by reference and made part of this Service Addendum.

1. Services 

ClipChange is a smart and efficient technology-based product designed to provide our customers with the ability to order a predetermined amount of coin and note denominations to be delivered directly to their businesses (each, a “Change Order”). 

2. Requesting and Receiving Change Orders 

Change Orders will be made available based on the options presented on the Clip App or Clip Money website. When you place a Change Order, we will send it to a fulfillment center where the appropriate package will be pulled and prepared for shipment. The package will go into the United States Postal Service (“USPS”) workflow and tracking will be provided from shipment to delivery. All funds will be validated through ACH initiation and approval file process. Any taxes and fees associated with a Change Order will be billed and collected in accordance with your defined payment method and timeline.

“Deadline” means the latest time in any Business Day that we can process a Change Order request on the same Business Day. “Business Day” shall mean a day other than a Saturday, Sunday or bank or other public holiday in the United States. For Change Orders placed prior to the Deadline, (i) the order file will be presented to Banking Provider and (ii) your Deposit Account will be debited for the Change Order amount (“Change Order Principal Value”) plus any applicable taxes and fees, as set forth in Section 5, on the same Business Day. For Change Orders placed after the Deadline, (i) the order file will be presented to Banking Provider and (ii) your Deposit Account will be debited for the Change Order Principal Value plus any applicable taxes and fees, as set forth in Section 5, on the following Business Day. 

3. Change Order Fulfillment & Delivery

All Change Orders will be shipped through USPS, unless otherwise specified by us in our sole discretion, and will be insured for the value of the package through a third-party insurer (“Insurance Provider”). Your signature is required upon acceptance of delivery from USPS. Packages will not be delivered without an authorized signature. All shipments are FOB shipping point via USPS. Title and risk of loss pass to you upon signed delivery.

Please inspect your shipment carefully upon delivery. Reports of delivery issues, including but not limited to, undelivered packages, incomplete packages, or packages signed for but not located must be reported to our customer service center (each, a “Claim Request”) as follows: (i) within ten (10) calendar days from the Change Order request date for any undelivered or missing packages and (ii) within three (3) calendar days from the Change Order delivery date for any incomplete packages or any other issue. We will work directly with you and our partners to research, conclude and file any insurance claim as deemed necessary in our sole discretion. We reserve the right to reject any Claim Request based on the outcome of an internal investigation and temporarily or permanently suspend Change Order services in our sole discretion. If, in our sole discretion, you exceed a reasonable amount of Claim Requests, insurance for the value of the package will no longer be provided by us or our Insurance Provider and you shall be responsible for any losses sustained from the point the Change Order enters the USPS workflow. Further, you may be subject to additional fees, and we reserve the right to reject any further Change Order requests and/or permanently suspend your account or terminate your Subscription Agreement. 

In the event of an unsuccessful delivery, you will receive a notification from our shipping partner regarding the steps needed to attempt redelivery. After three (3) failed attempted deliveries of your Change Order (“Undeliverable Package”), your Undeliverable Package will be returned to us. Your Deposit Account will be credited for the Change Order Principal Value less any applicable fees. 

4. Problems with Debiting Account 

It is your sole responsibility to allow debit transactions sent by Banking Provider to post to your Bank Account or Deposit Account. If Banking Provider is unable to debit your Bank Account or Deposit Account, we will attempt to contact you and resolve the issue. It is your responsibility to keep your contact information current. For example, a payment instruction made on your behalf may be rejected by the Banking Provider if your Bank Account or Deposit Account has been closed. We may charge additional service fees to resolve these issues.

If Banking Provider is unable to debit your Bank Account or Deposit Account due to inaccurate information or other error caused by you, your representative or any third party, we will attempt to resolve the issue (less applicable fees and expenses) but are subject to no other liability or obligation to you.

5. Taxes and Fees

We will charge a fee for each initiated Change Order request. The Clip App will tell you the fee at the time the Change Order request is initiated. If you do not accept the fee, do not place a Change Order or otherwise use Clip. Fees will be deducted from your Bank Account or Deposit Account according to your selected billing method. 

Current fees are subject to change. We may also charge additional service fees (including, but not limited to, returned shipments and restocking fees) on a Change Order. Our current fees schedule can be found here: https://clipmoney.com/fees/. All fees are exclusive of taxes and similar assessments.

Depending on your location, certain taxes may be applicable. You are responsible for all sales, value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority. If any Banking Provider charges us a fee related to initiating ACH debits and/or credits to your Bank Account or Deposit Account for any Change Order, you agree to pay such fees and agree that we may automatically deduct the fee amount from your Deposit Account or Bank Account. You consent and agree that we may withdraw from funds in your Deposit Account for any outstanding amounts that you owe us. You authorize and agree that Banking Provider shall have the right to issue an ACH debit to your Bank Account for such fees based on Clip App data that Banking Provider receives. To the extent that we do not deduct fees, expenses or taxes from your Deposit Account or Bank Account, you agree to pay us on demand for such fees, expenses and taxes.

6. Important Rules

We reserve the right, in our sole discretion and on an individual account basis, to establish a maximum daily and/or monthly amount for Change Order requests. These limitations, if any, will be set forth in the Clip App.

We or our Service Providers may decline to accept any part or all of a Change Order at any time, for any reason or for no reason, in our sole discretion. We or our Service Providers may cancel or reject a Change Order at any time. 

7. General Provisions

This Service Addendum and any Dispute shall be governed by the laws of the State of Delaware and the federal laws of the United States of America applicable in the State of Delaware, without reference to its conflict of laws principles. Subject to the section titled “Disputes” in the Terms that is made a part hereof, you consent to the exclusive jurisdiction of the courts located in New York City, New York, United States of America for any legal action instituted by either party against the other with respect to this Service Addendum or any Dispute.

If for any reason a court of competent jurisdiction finds any provision of this Service Addendum to be unenforceable, that provision will be enforced to the maximum extent permissible so as to affect the intent of this Service Addendum, and the remainder of this Service Addendum will continue in full force and effect. 

No waiver of or consent to depart from any provision of this Service Addendum will be binding unless it is in writing and signed by us.

Clip ATM Service Addendum

The terms of this service addendum (“Service Addendum”) and the Terms of Service (“Terms”) are applicable to ClipATM services. This Service Addendum may be renewed from time to time. Capitalized terms not defined in this Service Addendum have the meanings ascribed to them in the Terms, which are hereby incorporated by reference and made part of this Service Addendum.

1. Receiving Credit. The following agreement is expressly between you and Clip. By using ClipATM, you agree to be bound by the following terms and conditions:
   
   

1. Once you have completed registration with Clip, including submitting any required identification documents, and have been approved, we will provide you with instructions for placing U.S. currency (“Property”) into a Service Location. You may only access, and interact with the equipment at Service Locations in accordance with this Service Addendum, including all ClipATM Instructions (defined below). The aggregate daily amount of Property you can place in the equipment shall not exceed your daily deposit credit limit, as set out in the Clip App (the “Daily Deposit Limit”). You agree: (i) After you place Property in the equipment at a Service Location, Clip shall initiate issuance of Credit via ACH to your Deposit Account at Banking Provider based on the value of the Property validated by the ClipATM (“Deposit Value”). For ClipATM services, amount of Property placed into the equipment shall not exceed the l lesser of the the Daily Deposit Limit.
   
   

2. or an amount otherwise agreed to in writing by Clip Money And Banking Provider.
   
   

3. You agree that Clip will own the Property once placed into the equipment at a Service Location. All right, title and interest to the Property passes to Clip upon the Property being placed into the equipment at a Service Location. You assign any and all rights to the Property to Clip upon placing it into the equipment at a Service Location. You represent and warrant that neither you nor any other entity have any ownership rights or possessory rights to the Property placed in the equipment at a Service Location under Section 541 of the Bankruptcy Code, 11 U.S.C. §541 and that Clip may advance funds against such Property. You represent, warrant and agree that, other than Clip’s rights with respect to repayment of the Credit: (i) the Property and assignment of your rights in the Property are and shall be free and clear of all liens, security interests, claims and any other type of encumbrances; and, (ii) that you are not a party to any agreement or arrangement, and shall not enter into any such agreement or arrangement, that would (A) restrict you from making such deposits placed in the equipment at a Service Location or using the services provided for in this Service Addendum; (B) restrict the enforcement of any of our or Clip’s rights; or (C) cause any Property placed in the equipment at a Service Location to be subject in any manner to any lien, security interest, attachment or other process in favor of you, any of your creditors or any other third party.
   
   

4. You agree that Clip will own the Property once placed into the equipment at a Service Location. All right, title and interest to the Property passes to Clip upon the Property being placed into the equipment at a Service Location. You assign any and all rights to the Property to Clip upon placing it into the equipment at a Service Location. You represent and warrant that neither you nor any other entity have any ownership rights or possessory rights to the Property placed in the equipment at a Service Location under Section 541 of the Bankruptcy Code, 11 U.S.C. §541.. You represent, warrant and agree that, other than ClipLender’s rights with respect to repayment of the Credit: (i) the Property and assignment of your rights in the Property are and shall be free and clear of all liens, security interests, claims and any other type of encumbrances; and, (ii) that you are not a party to any agreement or arrangement, and shall not enter into any such agreement or arrangement, that would (A) restrict you from making such deposits placed in the equipment at a Service Location or using the services provided for in this Service Addendum; (B) restrict the enforcement of any of our or ClipLender’s rights; or (C) cause any Property placed in the equipment at a Service Location to be subject in any manner to any lien, security interest, attachment or other process in favor of you, any of your creditors or any other third party. 
   
   

5. You acknowledge and agree with respect to your use of Clip and all Property placed with our ClipATM service that: (i) you have completed registration for Clip (including providing accurate information as required for pre-authorized debits pursuant to this Service Addendum); (ii) Clip may instruct a credit to your Deposit or Bank Account pursuant to this Service Addendum for the actual amount of processed and verified funds in a ClipATM deposit; (iii) you will follow all instructions provided by Clip with respect to the ClipATM service, including the instructions set out at the Clip documentation available here (“ClipATM Instructions”); and (iv) by using the Clip services you are authorizing Clip to initiate an ACH credit in the amount of your Property Value, to your Bank Account and/or to initiate an ACH debit for any amount owed to Clip under this Agreement from your Bank Account.
    

6. You shall immediately notify us at support@clipmoney.com of any change in the list of beneficial owners or other information provided to Clip in the Beneficial Ownership Certification for you or any of your affiliates.
   
   

7. Clip’s sole obligation with respect to this Agreement is to initiate issuance of Credit via ACH to your Bank Account in the amount of the Property Value. In no event will Clip be liable for the delay, failure, or refusal by Banking Provider or your own Bank Account to issue such credit or for any other act or omission, breach of this Service Addendum, or failure by us, our Service Providers , or Banking Provider. Pursuant to and subject to the additional limits, terms and conditions set forth in Section 6 of this Service Addendum, you must directly notify us of any discrepancy in Credit that Clip provides to you, and you understand and agree that you do not have any right to directly bring action against Clip unless (i) notice to us is first given in the time and manner specifically prescribed by Section 6 of this Service Addendum; and (ii) such action, suit or proceeding is commenced within twelve (12) months after Clip has initiated the Credit at issue. 
   
   

2. The Deposit to Your Bank Account

Upon making a successful ClipATM deposit in the equipment at a Service Location in accordance with this Service Addendum (including any ClipATM Instructions), Clip extends you credit in the amount of the PropertyValue . You authorize our Banking Provider to initiate an ACH credit to your Bank Account plus or minus applicable fees, charges and/or taxes based on Clip technology.

As part of using Clip services, your information may pre-populate based on the banking details provided by you in the Clip technology or you may be required to re-enter your Bank Account or Deposit Account information on online forms in order for Banking Provider to initiate ACH credits and debits on your behalf based on the Clip technology. If you do not enter your Bank Account or Deposit Account information correctly, ACH credits and debits may not be made to your Bank Account or may be made to the wrong account. By acceptance of this Service Addendum, you acknowledge that we will comply with the National Automated Clearinghouse Association (“NACHA”) standards regarding recovery and reconciliation of funds and you authorize Banking Provider to initiate a debit or credit on your behalf to or from your Bank Account or Deposit Account in compliance with and in accordance with NACHA Rules. 

WE, LENDER AND OUR SERVICE PROVIDER DO NOT GUARANTEE OR MAKE ANY REPRESENTATIONS OR COVENANTS ON HOW QUICKLY FUNDS WILL BE DEPOSITED TO YOUR BANK ACCOUNT OR DEPOSIT ACCOUNT AND HAVE NO LIABILITY TO YOU IF (I) CREDIT IS DELAYED, (II) YOUR BANK, THE BANKING PROVIDER OR ANY OTHER BANK OR FINANCIAL INSTITUTION REFUSES TO ISSUE A CREDIT TO YOUR DEPOSIT ACCOUNT OR YOUR BANK ACCOUNT, (III) BANKING PROVIDER IS UNABLE TO CREDIT YOUR BANK ACCOUNT OR DEPOSIT ACCOUNT, (IV) CREDIT IS DEPOSITED TO THE WRONG BANK ACCOUNT OR DEPOSIT ACCOUNT BECAUSE YOU ENTERED INCORRECT BANK ACCOUNT OR DEPOSIT ACCOUNT INFORMATION, OR (V) THERE IS ANY ACT OR OMISSION OF YOUR BANK OR ANY OTHER BANK OR FINANCIAL INSTITUTION. BY USING CLIP YOU UNDERSTAND THAT YOU BEAR THE SOLE RISK FOR ANY LOSSES CAUSED BY INFORMATION INCORRECTLY PROVIDED BY YOU TO US.

3. Problems with Issuing Credit 

If Banking Provider is unable to credit or debit your Bank Account or Deposit Account, we will attempt to contact you and to resolve the issue. It is your responsibility to keep your contact information current. For example, a payment instruction made on your behalf may be rejected by the Banking Provider if your Bank Account or Deposit Account has been closed. We may charge additional service fees to resolve these issues.

If Banking Provider is unable to credit or debit your Bank Account or Deposit Account due to inaccurate information or other error caused by you, your representative or any third party, we shall attempt to resolve the issue (less applicable fees and expenses), but are subject to no other liability or obligation to you.

4. Fees

For each initiated Credit you request using the Clip services, we will charge you a fee. Current fees are subject to change; however, any changes will be communicated by email prior to implementing fee increases.

The Clip App will tell you the amount of the fee for each ClipATM you make using our ClipATM services. If you do not accept the fee, do not place your Property in any equipment at any Service Location or otherwise use ClipATM or Clip services. The amount of the fee will be deducted from your Deposit Account or billed to you at the end of the month which is payable upon receipt unless otherwise agreed to by Clip.

We may also charge additional service fees on a ClipATM if there is a problem. You may find our current schedule of fees here.  
All fees and other amounts payable by you under this Service Addendum are exclusive of taxes and similar assessments. To the extent that such taxes are charged, you are responsible for all value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority.

If any Banking Provider charges us a fee related to initiating ACH debits and/or credits to your Bank Account or Deposit Account for any ClipATM deposit you make using our Clip services, you agree to pay such fees and agree that we may deduct the fee amount from your Deposit Account or Bank Account.

To the extent that we do not deduct fees, expenses or taxes from your Deposit Account or Bank Account, you agree to promptly pay us for such fees, expenses and taxes. You agree that we, through our Banking Provider and based on Clip technology, or Banking Provider subject to your Deposit Account Agreement, may chargeback any amount credited to your Bank Account or Deposit Account in error. You authorize Banking Provider, to debit your Bank Account as a result of your Deposit containing counterfeit funds, fraud or any other reason provided for in the Deposit Account Agreement you have with the Banking Provider or as permitted under applicable law. You may be responsible and liable for any such chargeback transaction under the terms of your Deposit Account Agreement. You consent to our deducting from funds in your Deposit Account by any outstanding amount that you owe to us. You authorize and agree that Banking Provider shall have the right to issue an ACH debit to your Bank Account for such fees based on Clip data that Banking Provider receives.

5. Important Rules

The maximum amount of Credit that you may request or Property that you may place into equipment at a Service Location on a daily basis shall be the lesser of (i) your daily limit as set out in the Clip Technology or (ii) $1,500, unless otherwise agreed to, in writing, by us, and Banking Provider (“Daily Deposit Limit”). We or our Service Providers may, in our discretion, impose further limits on the frequency of or the amounts of the Property you may place in the equipment at any Service Location.

We or our Service Providers may decline to accept all or any part of a ClipATM deposit you place through ClipATM at any Service Location at any time, for any reason or for no reason in our sole discretion. 

We or our Service Providers may cancel or reject a ClipATM deposit at any Service Location at any time. 

After you have deposited your funds into equipment using our ClipATM service, and confirmed the amount validated, your Property is not revocable by you.

We do not guarantee when your bank will allow you to access funds that are deposited to your Bank Account or Deposit Account. For example, your bank might impose a hold on the funds for a period determined by your bank. If you have any questions concerning this, please contact your bank.

The equipment at the Service Location should only be opened by our authorized Service Providers. You agree that you and any of your authorized users will not remove or attempt to remove Property placed in the equipment at any time or attempt to move, relocate or block access to the equipment at a Service Location.

If you damage the equipment, or if the equipment is non-operational upon your arrival at the Service Location, you agree that you will immediately notify us.

6. Other Important Rules

We and Service Providers will not be liable for any loss or discrepancy or suspected loss or discrepancy with respect to a ClipATM deposit (each a “Loss”) unless: (1) you advise us in writing of an issue in respect of such Loss, and request a Loss investigation, no more than fifteen (15) Business Days after a Deposit at a Service Location; and (2) your claimed Loss in connection with the ClipATM deposit exceeds $100. You waive any claim in connection with a ClipATM Deposit if you do not notify us of an issue within the foregoing timeline. We may charge you a reasonable fee (including actual costs) for any investigation of an issue in connection with a ClipATM deposit. You will promptly and diligently assist us and Service Providers in the investigation of any Loss or suspected Loss, including, providing any records that you maintain to track Property placed in the equipment at a Service Location. Where you suspect a Loss in connection with a ClipATM deposit, you agree to reasonably mitigate any loss or damages you could suffer in connection with your suspected Loss. For the purposes of this paragraph, the term “Business Day” shall mean a day other than a Saturday, Sunday or bank or other public holiday in the United States.

For avoidance of doubt, any liability for Loss will be the lesser of: (i) the Deposit Value of the ClipATM deposit at issue and as confirmed by our Service Provider as being placed in the equipment at the applicable Service Location; (ii) your Daily Deposit Limit, as verified by the Service Provider.

7. General Provisions

This Service Addendum and any Dispute shall be governed by the laws of the state of Delaware and the federal laws of the United States of America applicable in the state of Delaware, without reference to its conflict of laws principles. Subject to the section titled “Disputes” in the Terms that is made a part hereof, you and Clip Money consent to the exclusive jurisdiction of the courts located in New York City, New York, United States of America for any legal action instituted by either party against the other with respect to this Service Addendum or any Dispute.

If for any reason a court of competent jurisdiction finds any provision of this Service Addendum to be unenforceable, that provision will be enforced to the maximum extent permissible so as to affect the intent of this Service Addendum, and the remainder of this Service Addendum will continue in full force and effect. 

No waiver of or consent to depart from any provision of this Service Addendum will be binding unless it is in writing and signed by us.