Mercury Terms of Use

Mercury Technologies, Inc. and its affiliates (collectively, “Mercury,” “we,” or “us”) welcome you. This page explains the terms by which you may use our website located at https://mercury.com (the “Site”), our mobile application (the “App”), and the services we provide or facilitate access to via our Site and App (collectively, the Site, App, and services are referenced as “Services”).

By creating an account that will facilitate your use of the Services (an “Account”), or by otherwise manifesting your assent to these Terms of Use, you signify that you have read, understood and agree to be bound by these Terms of Use (the “Agreement”). By applying for any Service provided by our banking service provider(s), you signify that you have read, understood, and agree to be bound by the applicable agreements of the banking service provider(s) for your Account. These may include demand deposit accounts (“Deposit Account”), savings accounts (“Savings Account”), and/or charge and debit cards (“Cards”) provided by one of our financial institution providers (“Banking Provider”), depending on what Services you use through Mercury (collectively, “Provider Accounts”).

Mercury reserves the right to make modifications to these terms and will provide notice of these changes by posting an updated version to our legal page. “You” means the legal entity or individual that is applying for or that has opened an Account to use the Services. You may use the Services only if you can form a binding agreement with Mercury. If you are opening the Account on behalf of a company, you represent and warrant that you are an authorized representative of the company with the authority to bind the company to this Agreement (“Administrator”) and that company can form a binding contract with Mercury.

Please read this Agreement carefully to ensure that you understand each provision. This Agreement contains a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.

1.1. Eligibility

This is a contract between you and Mercury. You must read and agree to these terms before using the Services. If you do not agree, you may not use the Services. You may only apply for an Account, and use the applicable Services under such Account, if you are a United States citizen and are at least 18 years of age (for Personal Accounts) or a legal entity formed and registered in the United States or in another jurisdiction authorized by Mercury and/or its Banking Providers. You may only use the Services in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations. Except with respect to access to our Site and Personal Accounts, any use of or access to the Services for consumer or non-commercial purposes by anyone who is not your employee, contractor, agent, or other individual permitted to use your Account on your behalf (“User”) is strictly prohibited and in violation of this Agreement.

1.2. Creating an Account

Your Account may give you access to certain Services, including Services provided through the Provider Accounts, and any other functionality that we may establish and maintain from time to time and in our sole discretion. You will need to provide certain company information and/or personal information (collectively, “Customer Information”), when you create an Account. Customer Information may include individual consumer information (for personal accounts), or your registered business name and state of incorporation, the business address, ownership details, the nature of the business, and other business information we may request from time to time; the name, contact information, and date of birth of Administrators, Users or beneficial owners, and other personal information; and a corporate registration certificate, proof of address, personal identification, and any other documentary information used to verify business and personal information. We provide Customer Information to our Banking Providers and other third-party service providers to determine your eligibility for access to certain Services. We rely on the accuracy of the Customer Information you provide us when opening and maintaining your Account. We may deny your applications, suspend provision of such Services to you, or close your Account if Customer Information is out of date, incomplete, or inaccurate. By creating an Account, you represent that you are a legal owner of, and that you are authorized to provide us with, all Customer Information and other information necessary to facilitate your use of the Services.

1.3. Account Management and Security

You must specify at least one Administrator to manage your Account when submitting your application. Administrators can add, remove, or manage additional Administrators and Users; request and manage Cards for Users; view transactions and run reports; provide or update Customer Information; connect third-party services, and other Accounts to your Account; and perform other tasks to manage your Account. You are responsible for any actions or failure to act on the part of Administrators or Users, or those using their credentials to access your account. You are solely responsible for the activity that occurs on your Account, and you must keep your Account secure. We encourage you to use “strong” passwords (for recommendations on what constitutes a strong password, check the National Institute of Standards and Technology (NIST)) with your Account. We require multi-factor authentication (MFA), a security process requiring multiple forms of verification for login; we encourage you to use strong second factors such as security keys (https://mercury.com/help/adding-security-keys). You must notify Mercury immediately of any breach of security or unauthorized use of your Account. Mercury will not be liable for any losses caused by any unauthorized use of your Account. We may suspend access to your Account if we believe that your Account has been compromised.

1.4. Prohibitions

You agree that you will not:

1. Use the Account or the Services for any purpose that is unlawful or prohibited by this Agreement;
2. Use the Account or the Services for any personal, family, household, or other non-commercial purposes (with the exception of personal Account(s));
3. Use the Account or the Services for the benefit, either directly or indirectly, of an individual, organization, or country identified on the United States Office of Foreign Asset Control’s Specially Designated Nationals List or any other U.S. government list of prohibited or restricted parties;
4. Use the Account or the Services for any third parties;
5. Use the Account or the Services to collect any market research for a competing business;
6. Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
7. Interfere with or attempt to interrupt the proper operation of the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any Mercury IP, data, files, or passwords related to the Services through hacking, password or data mining, or any other means;
8. Decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Services;
9. Circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in the Services;
10. Use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express, written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Services for the sole purpose of, and solely to the extent necessary for, creating publicly available searchable indices of the materials, but not caches or archives of such materials;
11. Take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;
12. Use the Account or the Services for any inappropriate, improper, discriminatory, illegal, or otherwise harmful purpose or to violate, or encourage the violation of, the rights of others, each as reasonably determined by Mercury; and
13. Use the Account or the Services to engage in abusive, harassing, threatening, offensive, or otherwise improper conduct towards Mercury or its employees, agents, service providers, partners, or other customers.

1.5. Beta Services

Mercury may make certain Services, features, or functionalities available to you, which we may designate as a beta, pilot, limited release, evaluation, or by a similar description, to be used in conjunction with or separate from the Services (“Beta Services”). You may accept or decline any such Beta Services at your sole discretion. You acknowledge that Beta Services may be unstable, feature-incomplete, contain bugs, and subject to erroneous output and operation. Mercury may describe limitations that exist within a Beta Service; however, your reliance on the accuracy or completeness of these descriptions is at your own risk. You should not use Beta Services for any critical or important functions without taking appropriate precautions to prevent loss or damage resulting from such use.

Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services as permitted by the features of the Services. Mercury reserves all rights not expressly granted herein in the Services and the Mercury IP (as defined below). Mercury may terminate this license at any time for any reason or no reason. The Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “Mercury IP”), and all Intellectual Property Rights related thereto, are the exclusive property of Mercury and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Mercury IP. Use of the Mercury IP for any purpose not expressly permitted by this Agreement is strictly prohibited.

You may choose to, or we may invite you to, submit comments or ideas about the Services, including without limitation about how to improve the Services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction, and will not place Mercury under any fiduciary or other obligation, and that we are free to use your Feedback without any additional compensation to you, or to disclose your Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Mercury does not waive any rights to use similar or related ideas previously known to Mercury, or developed by its employees, or obtained from sources other than you.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other Intellectual Property Rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

As between you and Mercury, you will retain all rights, title, and interests in and to your Customer Information, personal information, and any other information submitted by you through the Services (collectively, “User Content”). By using the Services, you grant Mercury a non-exclusive, royalty-free, license during the term to collect, use, disclose, combine, transmit, format, and display User Content for the purposes provided in the privacy policy. Additionally, you grant Mercury the right to aggregate data we collect from your use of the Services (“Site Data”) and use such Site Data for our business purposes. You also acknowledge and agree that by using the Services, User Content and Site Data may be collected, used, transferred and processed for the purposes and as described in the privacy policy. Mercury uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your Customer Information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use User Content for improper purposes. You acknowledge that you provide User Content at your own risk. Your use of the Provider Accounts is subject to the privacy policies of our Banking Providers.

The Services may contain links to third-party materials that are not owned or controlled by Mercury. Mercury does not endorse or assume any responsibility for any such third-party services, information, materials, or products. If you access a third-party website, application, or service from the Services, you do so at your own risk, and you understand that this Agreement and Mercury’s Privacy Policy do not apply to your use of such third-party services. You expressly relieve Mercury from any and all liability arising from your use of any third-party websites, applications, services, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Mercury shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers. 

Mercury offers exclusive promotions to eligible customers based on criteria like Account status or transaction activity. Each offer will specify qualifications, restrictions, and expiration dates. To redeem an offer, you must follow the instructions and review any applicable limitations, including product restrictions, exclusions on combining promotions, and expiration dates. Expired offers cannot be reinstated. 

Mercury may collect Customer Information to facilitate promotions in compliance with GDPR, CCPA, and our Privacy Policy. 

Mercury offers cashback for IO cardholders. Cashback is automatically credited to your linked checking account when your monthly repayment is processed. If you make an early payment (full or partial), you’ll receive cashback proportional to the amount paid. Your Mercury accounts must be open and in good standing to receive cashback. Cashback rewards may be forfeited if your account is closed or pending closure based on a violation of any applicable terms. Mercury may modify or terminate the cashback program at any time, and any promotional offers or other changes will be communicated by email or on our website. If you have questions about your cashback, please contact Mercury at [email protected].

Mercury, in collaboration with the FDIC-insured bank that provides your account(s), offers an ACH Authorization with Positive Pay feature designed to enhance account security by safeguarding against unauthorized ACH pulls for enrolled customers (“ACH Authorization”). This tool empowers you to establish predetermined criteria for recipients and payments, enabling Mercury to identify and validate authorized ACH transactions eligible for automatic debiting from your account. 

To leverage the benefits of ACH Authorization, you are required to provide Mercury with a list of approved recipients and payment criteria that can be posted to your account. Once ACH Authorization is set up, if an item attempts to clear your account, our system will verify the transaction details against the default parameters established for you, using the information you provided us.

Mercury will notify you of any items that may be exceptions to these parameters; however, you are required to review and approve these items before 2:00 pm CT on any business day (excluding weekends and holidays) if you wish for these exceptions not to post to your account. You also have the flexibility to add, modify, or remove any ACH authorizations as needed. However, to ensure these updates take effect on your account, you must transmit them to Mercury before 2:00 pm CT on any business day. Failure to update your list of exceptions before the cutoff time will result in an automatic payment of the transaction according to your default settings. You have the option to configure your account to automatically reject transactions not pre-approved by you within the designated cut-off time. You acknowledge that auto-rejected transactions will be treated as stop payment requests. 

Please note that this feature is intended solely to block unauthorized or improper transactions and cannot be used to reverse transactions due to insufficient funds or those otherwise authorized by you or your authorized users.

It is your responsibility to proactively monitor, review, and update your ACH Authorization settings regularly. Mercury assumes no responsibility for detecting errors within the information you provide us. 

This  Section 8  governs your use of International Wire Services.  This Section 8 supplements and forms a part of the Mercury Terms of Use between you and Mercury, and together with the Mercury Terms of Use constitute the “Agreement.” The International Wire Services are “Services” and the International Wire Services Providers are “Banking Providers,” the terms as defined in the Mercury Terms of Use.  The terms in this Section are effective as of the date you first use the International Wire Services and continue until you or Mercury terminates the Mercury Terms of Use.  If you do not agree to the terms of this Section 8, you must not use the International Wire Services.

The terms in this Section 8 apply to both business and consumer customers, in accordance with the terms of your Account and Deposit or Savings Account with Banking Provider. If your Deposit or Savings Account with Banking Provider is provided to you for personal, family, or household (i.e., consumer) purposes, then you may use the Services for such purposes and you are considered a “consumer” under this Section 8 and applicable law. Additional protections and disclosures applicable to consumer customers are set forth below in Section 13. To the extent you are permitted to use the Services for personal, family, or household purposes, Regulation E (12 CFR Part 1005) governs the transfer and supersedes any inconsistent terms here, including those referencing Article 4A of the Uniform Commercial Code. If your Deposit or Savings Account with Banking Provider is provided to you for commercial or business purposes (i.e., if you are a “business user”), then you may not use the Services for consumer purposes and you are not considered a “consumer” under this Section 8 and subject to the additional protections and disclosures described above.

In the event of any conflict between this Section 8 and any other part of the Mercury Terms of Use, the terms of this Section 8 will control solely with respect to the International Wire Services.  Capitalized terms used but not defined inline in this Section 8 have the meanings assigned to them in the Mercury Terms of Use or Article 4A of the California Uniform Commercial Code, as applicable.   

8.1. The International Wire Services and International Wire Services Providers

The “International Wire Services” are Services whereby, subject to the Agreement and applicable laws and payment system rules, you may send electronic, bank-to-bank funds transfers to, and receive electronic, bank-to-bank funds transfers from, accounts at financial institutions located outside of the United States (such transfers, “International Wire Transfers”). 

The International Wire Services are made available to you through our relationships with certain financial institutions and financial services partners (the “International Wire Services Providers”), not by Mercury.  The International Wire Service Provider is Column National Association, Member FDIC.  We may add or remove International Wire Services Providers at any time. 

8.2. Relationship to Provider Accounts, Other Services, Other Banking Providers

You must have an Account with us and a Deposit Account or Savings Account with one or more of our Banking Providers in order to access and use the International Wire Services.  However, the International Wire Services are made available to you separately from your Deposit Account or Savings Account provided to you by other Banking Providers, and these terms  do not form a part of your agreement with any Banking Provider governing your Deposit Account or Savings Account.  Banking Providers providing your Deposit Account or Savings Account will have no liability for the International Wire Services, and the International Wire Services Providers will have no liability for your Deposit Account or Savings Account or any Payment Services provided to you. If Banking Provider makes available international funds transfers to you in connection with the Deposit or Savings Account, then the terms of your agreement with Banking Provider rather than this Section 8 shall govern such transfers.

By accessing or using the International Wire Services, you are not establishing an account or other contractual or formal banking relationship with any International Wire Services Provider.

8.3. Security Procedures

Your Administrator must establish the Users of the International Wire Services, and your Administrators and Users must access and use the International Wire Services, in accordance with the terms of the Agreement governing management and security of your Account, our technical specifications, and any applicable authentication procedures established by us from time to time for access to and use of your Account (collectively, the “Security Procedures”).  You acknowledge that the Security Procedures represent a commercially reasonably method of providing security against unauthorized Wire Instructions or transactions. 

You warrant to us and the International Wire Services Providers that (a) your Administrators and Users are authorized to originate and/or approve Wire Instructions, and (b) any Wire Instructions communicated to us through your Account in compliance with the Security Procedures are effective and binding, irrespective of the actual identify of the sender or whether you authorized the Wire Instructions.

8.4. Submitting Wire Instructions

You may submit to us an instruction for the transfer of funds to the account of a beneficiary at a financial institution outside the United States (a “Wire Instruction”) through your Account or through any other channel to which you and we may agree from time to time, in each case accordance with the Security Procedures.  You agree to provide all information we may request or require in connection with a Wire Instruction.

To the extent required by applicable laws or payment system rules, you are responsible for obtaining and maintaining any authorization for the beneficiary identified by you in a Wire Instruction to receive payment by International Wire Transfer.

You are solely responsible for the accuracy and completeness of each Wire Instruction you submit to us.  We and the International Wire Services Providers have no obligation to review your Wire Instructions for accuracy, completeness, errors, or omissions, and you are solely responsible for any error or omission in any Wire Instruction or other information submitted to us in connection with the International Wire Transfer Service.

You must not submit any Wire Instructions that violate, or would cause us or any International Wire Services Provider to violate, applicable laws or payment system rules.  You must not submit any Wire Instructions on behalf of or for the benefit of any person or organization other than you.

8.5. Processing Wire Instructions and Payment Orders

Following our receipt and acceptance of a Wire Instruction, we will communicate the Wire Instruction to an International Wire Services Provider.  This communication will constitute a Payment Order for purposes of Article 4A of the California Uniform Commercial Code.  You authorize the International Wire Services Provider to process  the Payment Order on your behalf.

To execute any Wire Instruction and corresponding Payment Order, you authorize and direct us and the International Wire Services Providers to use the messaging network operated by the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) and/or any combination of electronic funds transfer facilities, messaging and communication facilities, intermediary and correspondent banks, and agents (collectively, “Networks”) that we or the International Wire Services Providers may select in our discretion.  To the maximum extent permitted by applicable laws and payment system rules, any Network will be construed as your agent, rather than a service provider to us or the International Wire Services Providers.  Neither we nor the International Wire Services Providers will have any liability for the performance or non-performance of any Network.

In the event of any inconsistency in the identifying information provided to us in a Wire Instruction (e.g., between name and account or identifying number), we in our discretion may communicate the corresponding Payment Order to the International Wire Services Provider, and the International Wire Services Provider in its discretion may execute the Payment Order, based solely on the account or identifying number provided in the Wire Instruction, and you will be solely responsible for any claims, losses, liabilities, damages, costs or expenses arising from the inconsistency.

Our communication of a Payment Order to an International Wire Services Provider and the International Wire Services Provider’s execution of the Payment Order are subject to the International Wire Services Provider’s cutoff time, which the International Wire Services Provider may establish in its sole discretion.  Payment Orders communicated to an International Wire Services Provider after its cutoff time will be processed as of the next business day.  We will use reasonable efforts to make available to you through your Account each International Wire Services Provider’s cutoff time; however, the International Wire Services Providers may modify their cutoff times in their sole discretion and without notice.

We may establish and apply limits and other parameters on the Wire Instructions we will accept from you or the Payment Orders we will communicate to an International Wire Services Provider pursuant to your Wire Instructions (“Limits”).  For example, we may apply a maximum dollar value limit to any single Wire Instruction we will accept from you or to the sum total of Wire Instructions we will accept from you over a certain period of time (e.g., daily, weekly, monthly); or, we may apply a quantity limit to the number of Wire Instructions we will accept from you over a certain period of time (e.g., daily, weekly, monthly).  We will use reasonable efforts to make available to you through your Account any Limits we have established for you; however, we may modify your Limits in our sole discretion and will have no obligation to accept any Wire Instructions from you or communicate any Payment Orders to an International Wire Services Provider pursuant to your Wire Instructions where such Wire Instructions exceed your Limits.

8.6. Rejection or Return of Wire Instructions or Payment Orders

We may reject a Wire Instruction or decline or delay communication of a Payment Order to an International Wire Services Provider in our sole discretion, and the International Wire Services Provider may reject, delay, or refuse to process any Payment Order in their sole discretion.

Potential reasons why we or an International Wire Services Provider may reject or delay a Payment Order include a good faith determination that (a) executing the Payment Order is reasonably likely to violate applicable laws or payment system rules or present risk of financial loss to us, the International Wire Services Provider, or any other Banking Provider; (b) the Payment Order is inaccurate, incomplete, or unauthorized; (c) your submission of the Wire Instructions corresponding to the Payment Order did not comply with the Security Procedures; (d) the Payment Order does not comply with the Agreement, including any applicable Limits; or (e) the Payment Order is reasonably likely to be returned pursuant to applicable laws or payment system rules, including local laws or rules applicable to any Network, the beneficiary, or the beneficiary’s financial institution.  Importantly, this list of reasons for rejection or delay is illustrative, not exhaustive.

We will use reasonable efforts to make available to you the status of a Payment Order, including whether it has been rejected or delayed, through your Account based on information made available to us by the applicable International Wire Services Provider.  Neither we nor the International Wire Services Providers will have any obligation to notify you in the event we reject a Wire Instruction or decline or delay communication of a Payment Order to an International Wire Services Provider or an International Wire Services Provider rejects or delays any Payment Order.

You will be solely responsible for any claims, losses, liabilities, damages, costs or expenses arising from the rejection or delay of any Wire Instruction or Payment Order.  You may not resubmit any Wire Instruction representing a Wire Instruction or Payment Order that was previously rejected without our prior consent.

8.7. Payment

When you submit and we accept a Wire Instruction:

1. you authorize the International Wire Services Provider to which we communicate a corresponding Payment Order on your behalf to debit your Deposit Account or Savings Account pursuant to your Wire Instruction for the amount of the Wire Instruction (“Wire Instruction Amount”); and
2. as program manager to the Banking Providers with which you hold your Deposit Account or Savings Account, we will place a hold on funds in your Deposit Account or Savings Account pursuant to your Wire Instruction for the Wire Instruction Amount, pending transfer to the International Wire Services Provider.

Payment of Wire Instruction Amounts must be made no later than the day on which we accept the Wire Instruction.  For Wire Instructions submitted for immediate execution, we may accept the Wire Instruction as soon as the same business day or, if a Wire Instruction is submitted for immediate execution after the applicable cutoff time, we may accept the Wire Instruction as soon as the next business day.  For Wire Instructions submitted for execution on a future business day, we may accept the Wire Instruction as soon as the execution business day identified in the Wire Instruction.  Our acceptance of a Wire Instruction does not determine or guarantee if or when the International Wire Services Provider will accept the corresponding Payment Order or when the beneficiary will receive funds representing your International Wire Transfer.  In the event we accept a Wire Instruction and the applicable International Wire Services Provider rejects the corresponding Payment Order before execution, we will release the hold on funds in your Deposit Account or Savings Account for the Wire Instruction Amount.

You are responsible for ensuring sufficient funds are available in your Deposit Account or Savings Account pursuant to your Wire Instruction to pay the Wire Instruction Amount.  We will not accept a Wire Instruction if sufficient funds are not available in your Deposit Account or Savings Account pursuant to your Wire Instruction to pay the Wire Instruction Amount.

8.8. Cancellation or Amendment of Wire Instructions

You have no right, and neither we nor any International Wire Services Provider has any obligation, to cancel or amend (a) a Wire Instruction once we have accepted it, or (b) a Payment Order once the International Wire Services Provider has received it.  If you send us a request to cancel or amend a Wire Instruction that we have accepted or a Payment Order an International Wire Services Provider has received, we in our sole discretion may attempt to act on the request, subject to our verification of the request using the same or materially equivalent Security Procedures used to submit the Wire Instruction.  Where we attempt to act on the request, the applicable International Wire Services Provider in its sole discretion may accept or reject our attempt.  You will be solely responsible for any claims, losses, liabilities, damages, costs or expenses arising from our or the International Wire Services Provider’s decision not to or inability to effect such a request.

Where a Wire Instruction or Payment Order is successfully canceled, the Wire Instruction or Payment Order will be deemed to have never been submitted.  Where a Wire Instruction or Payment Order is successfully amended, the Wire Instruction or Payment Order will be deemed to have been submitted in its amended form.

You will indemnify us and the applicable International Wire Services Provider for any costs or expenses incurred in connection with acting or attempting to act on your request to cancel or amend a Wire Instruction we have accepted or a Payment Order the International Wire Services Provider has received.

Neither we nor the applicable International Wire Services Provider will have any obligation to refund the amount of any Wire Instruction or Payment Order unless and until (a) we and the International Wire Services Provider receive definitive evidence the Payment Order has been stopped, and (b) the International Wire Services Provider receives a full refund of any funds it previously transferred or permitted to be transferred pursuant to the Payment Order.

8.9. Incoming Wire Transfers

You may receive incoming International Wire Transfers using the international routing credentials we make available to you through your Account.  When your Deposit Account or Savings Account is specified as the beneficiary account in an incoming Payment Order and the International Wire Services Provider has received transfer of funds representing the Payment Order from a Network, you authorize and direct the International Wire Services Provider to credit your Deposit Account or Savings Account, pursuant to the incoming Payment Order, in the amount of the incoming International Wire Transfer.

In the event of any inconsistency in the identifying information provided to an International Wire Services Provider in an incoming Payment Order (e.g., between name and account or identifying number), the International Wire Services Provider in its discretion may execute the Payment Order based solely on the account or identifying number provided in the Payment Order.

We or the International Wire Services Provider may return, or delay processing of, an incoming Payment Order in our sole discretion.

8.10.  Unauthorized Wire Instructions, Payment Orders, and International Wire Transfers

If you discover an error with respect to a Wire Instruction, Payment Order, or International Wire Transfer notify us promptly after the error was evidenced on your Account.  Potential errors may include any unauthorized Wire Instruction or Payment Order, any payment in an amount different than the amount you intended, authorized, or expected, any payment to a beneficiary you did not intend, and any payment of an incoming International Wire Transfer that you did not expect to receive or that is different than the payment you expected  to receive.  You will indemnify us and the International Wire Services Provider for any claims, losses, liabilities, damages, costs or expenses arising from your failure to notify us of an error with respect to a Wire Instruction, Payment Order, or International Wire Transfer as provided in this section.

8.11.  Funds Custody and Sweeps

Funds representing your outgoing and incoming Payment Orders (“Settlement Funds”), together with funds representing outgoing and incoming Payment Orders of our other customers, are held in an account at the International Wire Services Providers established for your benefit and the benefit of our other customers (“Clearing Accounts”).  You agree to appoint us as your agent for the limited purpose of entering into an agreement with each International Wire Services Provider on your behalf to sweep your Settlement Funds from the Clearing Accounts at the International Wire Services Provider to accounts at other depository institutions (“Sweep Network Institutions”).  You acknowledge that (a) the International Wire Services Providers will act as our agent and custodian for the limited purpose of establishing and maintaining deposits of Settlement Funds at Sweep Network Institutions; (b) you will have no direct relationship with the International Wire Services Providers or the Sweep Network Institutions; and (c) you may obtain information about your Settlement Funds balance from us, not any International Wire Services Providers or Sweep Network Institutions.

8.12.  Your Representations and Warranties

When you submit a Wire Instruction or any request to cancel or amend a Wire Instruction or Payment Order, you represent and warrant to us and the International Wire Services Provider to which we communicate the corresponding Payment Order that (a) the Wire Instruction and the payment that is the subject of the Wire Instruction is for the purpose (i.e., consumer or commercial) for which your Deposit or Savings Account is provided to you and complies with the Agreement and applicable laws and payment system rules;(b) any Customer Information you have provided to us is accurate and complete; and (c) you are not using the Services to conduct illegal or prohibited activity under applicable law.

If you are a business user,  then to the extent the International Wire Services Provider makes representations and warranties to us or you pursuant to applicable laws (including Article 4A of the California Uniform Commercial Code) with respect to any Payment Order, you make reciprocal representations and warranties to us and the International Wire Services Provider with respect to such Payment Order.

You will indemnify us and the International Wire Services Provider for any claims, losses, liabilities, damages, costs or expenses arising from your breach of these representations and warranties.

We may suspend your access to or use of the International Wire Services immediately and without notice to you in the event we or any International Wire Services Provider reasonably suspects you have breached applicable law or these terms.

8.13.  Consumer Disclosures

This provision applies if you are permitted to use the International Wire Services for personal, family, or household purposes. For purposes of Regulation E (12 CFR Part 1005), Mercury is the remittance transfer provider responsible for compliance with applicable disclosure, error resolution, and cancellation requirements.

You will receive disclosures and receipts in accordance with Regulation E (12 CFR Part 1005), including information about fees, exchange rates, the amount to be received, and your rights regarding cancellation and error resolution. You have rights under Regulation E (12 CFR Part 1005) to dispute errors. If you believe an unauthorized International Wire Transfer has occurred, or if you believe there is an error in your transfer, you must notify us as soon as possible. You may call or email us at (415) 878-1068 or [email protected] to report the error within 180 days of the transfer date.

We will investigate and respond to any reported errors in accordance with applicable law. You have the right to cancel a transfer for a full refund within 30 minutes of authorizing the transaction, provided the funds have not yet been picked up or deposited. To help us process your cancellation as quickly as possible, we encourage you to submit cancellation requests through Mercury’s platform.

For business users, these protections do not apply, and your responsibilities are governed by the Agreement and applicable provisions of the Uniform Commercial Code.

8.14.  Our Monitoring Rights

Upon reasonable advance notice, we, the International Wire Services Provider, or our designated representative may request, and upon such request you will provide, documentation and other records relating to (a) your access to and use of the International Wire Services and (b) if requested, certain specifically identified Wire Instructions and Payment Orders, in each case sufficient to demonstrate your compliance with the Agreement. 

Mercury does not transmit money or monetary value on your behalf. We do not accept funds from you for the purpose of sending them to another person or entity. Any movement of funds occurs through our partner banks or other regulated financial institutions, not through Mercury acting as an intermediary.

You hereby represent, warrant, and covenant that:

1. You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your User Content and any other works that you incorporate into your User content, and all the rights necessary to grant the licenses and permissions you grant hereunder; and
2. Use of User Content in the manners contemplated in this Agreement shall not violate or misappropriate the Intellectual Property, privacy, publicity, contractual, or other rights of any third party.
3. You agree to defend, indemnify, and hold harmless Mercury and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, our Banking Providers, and our third-party service providers, from and against any and all third-party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising out of, related to, or resulting from:

• Your use of and access to the Services, including any data or content transmitted or received by you;
• Your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above;
• Your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights;
• Your violation of any applicable law, rule or regulation;
• Your intentional misconduct; or
• Any other party’s access and use of the Services with your unique username, password or other appropriate security mechanism.

The Services, including Beta Services, are provided on an “as is” and “as available” basis. Use of the Services is at your own risk. To the maximum extent permitted by applicable law, the Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from Mercury or through the Services will create any warranty not expressly stated herein.

Without limiting the foregoing, Mercury, its subsidiaries, its affiliates, and its licensors do not warrant that the information provided to you through the Services is accurate, reliable or correct; that the Services will meet your requirements; that the Services will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Services are free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Services is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Services.

Mercury does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Services or any hyperlinked website or service, and Mercury will not be a party to or in any way monitor any transaction between you and third-party providers of products or Services.

To the maximum extent permitted by applicable law, in no event shall Mercury, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Services. Under no circumstances will Mercury be responsible for any damage, loss or injury resulting from hacking, tampering, or other unauthorized access or use of the Services or your Account or the information contained therein.

1. To the maximum extent permitted by applicable law, Mercury assumes no liability or responsibility for any:
2. Errors, mistakes, or inaccuracies of content;
3. Personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our Services;
4. Any unauthorized access to or use of our secure servers and/or any and all personal information stored therein;
5. Any interruption or cessation of transmission to or from the Services;
6. Any bugs, viruses, trojan horses, or the like that may be transmitted to or through our Services by any third party;
7. Any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Services; and/or
8. User Content or the defamatory, offensive, or illegal conduct of any third party.

In no event shall Mercury, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding $1000.00.

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Mercury has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

This Agreement is effective when you start using our Services and continues until terminated by either you or us, or in accordance with the Provider Account Agreements or as otherwise set forth in this Agreement (the “Term”). You may terminate this Agreement by paying all amounts you owe and providing notice to us; except that you will still be responsible for any charges, fees, fines, and other losses caused by your action or inaction prior to terminating this Agreement. We may terminate this Agreement, or suspend your Account, at Mercury’s discretion or as provided in the Provider Account Agreements. We will provide notice of termination or suspension to the extent permitted by applicable law.

This Agreement is effective as of the last modified date stated at the top. We may change this Agreement from time to time. Any such changes will be posted on the Site. By accessing the Services after we make any such changes to this Agreement, you are deemed to have accepted such changes. Please refer back to this Agreement on a regular basis.

15.1. Governing law

This Agreement shall be governed by the internal substantive laws of the state of California, without respect to its conflict of laws principles. This Agreement constitutes a transaction in interstate commerce, and thus any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1–16). You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of our copyrights, trademarks, trade secrets, patents, or other Intellectual Property or proprietary rights, as set forth in the arbitration provision below, including any provisional relief required to prevent irreparable harm. Subject to section 15.2., you agree that the federal or state courts located in San Francisco County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

15.2. Arbitration

Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from Mercury. For any claim, dispute, or controversy with Mercury (a “Claim”), you agree to first contact us at [email protected] and attempt to resolve the dispute with us informally. In the unlikely event that Mercury has not been able to resolve a dispute it has with you after sixty (60) days, such dispute will be finally and exclusively resolved 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.

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’s 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 https://jamsadr.com. 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 the United States county where you reside. 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 Claim immediately after commencement of the arbitration. Nothing in this section shall be deemed as preventing either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.

Proceedings and information related to them will be maintained as confidential, including the nature and details of the Claim, evidence produced, testimony given, and the outcome of the Claim, unless such information was already in the public domain or was independently obtained. You and Mercury, and all witnesses, advisors, and arbitrators will only share such information as necessary to prepare for or conduct arbitration or other legal proceeding, or enforcement of the outcome, unless additional disclosure is required by law.

15.3. Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the Claims between us and you individually. To the full extent permitted by law:

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

You agree that you may bring Claims against us only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

We make the App available through the Google Play Store or Apple App Store. The following terms apply to the App when accessed through or downloaded from the Apple App Store where the App may now or in the future be made available. You acknowledge and agree that: 

1. These Terms of Use are between you and Mercury, and not with Apple, and Mercury (not Apple) is solely responsible for the App. Apple has no obligation to furnish any maintenance and support services with respect to the App. 
2. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Mercury. 
3. Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to:
   1. Product liability claims;
   2. Any claim that the App fails to conform to any applicable legal or regulatory requirement; and
   3. Claims arising under consumer protection or similar legislation. 
4. In the event of any third party claim that the App or your possession and use of that App infringes that third party’s Intellectual Property Rights, Mercury will be solely responsible for the investigation, defense, settlement, and discharge of any such Intellectual Property infringement claim to the extent required by this Agreement. 
5. Apple and its affiliates are third-party beneficiaries of this Agreement as related to your license to the Apps, and that, upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App against you as a third-party beneficiary thereof. 
6. You represent and warrant that:
   1. You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country;
   2. You are not listed on any U.S. Government list of prohibited or restricted parties;
   3. You are not an individual, or associated with an entity, designated under the UK’s Terrorist Asset-Freezing Act 2010 (TAFA 2010); and
   4. You are not otherwise subject to or affected in any way by any national security or terrorism-related rules whether applicable to you personally or to your location or other circumstances. 
7. You must also comply with all applicable third-party terms of service when using the App.

17.1. Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Mercury without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. 

17.2. Notification Procedures and Changes to the Agreement

You consent to us providing notices to you under this Agreement electronically. We may provide notices to you electronically through your Account, or via email, text, or SMS to the email address or phone numbers provided to us by Administrators and Users. If you sign up to receive certain Mercury notifications or information via text or SMS, you may incur additional charges from your wireless provider for these notices. You agree that you are solely responsible for any such charges. You understand that you may not use the Services unless you consent to receive notices from us electronically. You may only withdraw consent to receive notices electronically by closing your Account. Notices may include alerts about the Services, your Account, and your Provider Accounts and may provide Administrators and Users the ability to respond with information about Provider Account transactions or your Account. Administrators and Users may disable certain notification preferences. Administrators and Users are required to maintain a regularly updated web browser, and computer and mobile device operating systems to receive notices correctly. Administrators and Users will be responsible for all costs imposed by internet or mobile service providers for sending or receiving notices electronically. Contact us immediately at [email protected] if you are having trouble receiving notices from us. 

17.3. Entire Agreement/Severability

This Agreement, together with any amendments and any additional agreements you may enter into with Mercury in connection with the Services, shall constitute the entire agreement between you and Mercury concerning your Account and the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable. 

17.4. No Waiver

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Mercury’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. 

17.5. Legal Orders

We may respond to and comply with any subpoenas, warrants, liens, or any other legal order we receive related to your use of the Services. We are not responsible to you for any losses you incur due to our response to such legal order. We may hold funds or provide information as required by the issuer of the legal order or take any other actions we believe are required of us under legal orders. Where permitted, we will provide you reasonable notice that we have received such an order. 

17.6. Survival

Sections 1.3 (Account Management and Security), 2 (Our Proprietary Rights), 3 (Site Data and Privacy), 7 (Representations and Warranties; Indemnification), 11 (No Warranty), 12 (Limitation of Liability), 13 (Term and Termination), 15 (Governing Law, Arbitration, and Class Action/Jury Trial Waiver), and this Section 17 (General); and any other provisions of this Agreement giving rise to continued obligations of the parties will survive termination of this Agreement. 

17.7. Electronic Documents and Signatures

Mercury facilitates the completion and/or execution of electronic documents between parties. Nothing in the Agreement may be construed to make Mercury a party to or liable for any electronic documents processed through the Services. Users consent to the use of electronic signatures and understand that this consent has the same legal effect as a physical signature. Mercury is not responsible for determining how long documents and other records are required to be retained or stored and is not responsible for or liable to produce any of Customer’s electronic documents or other documents to any third parties.