COLLATERAL AGREEMENT
Updated:
November 11, 2024
This Collateral Agreement (“Agreement”) establishes additional terms and conditions between Transpecos Bank, a Texas state savings bank (the “Bank”), its program manager, dash.fi technologies inc. (“Program Manager”), and their respective agents and assigns(collectively in this Agreement, “Bank”) and the Company and rewards user (“Rewards Accountholder” or “You”), that supplement the Cardholder Agreement, Cardholder Terms of Service, Platform Agreement, Terms of Service, and Rewards Agreement (each defined below and collectively, the “User Agreements”). This Agreement and the User Agreements govern your use of the dash.fi secured rewards program and the related dash.fi Cards (the “Secured Rewards Program”). By using Cards and providing Bank or another FDIC-insured financial institution (an “FI”), as directed by Bank, with Collateral, as defined below, you agree to follow and be bound by this Agreement. Bank may modify and update this Agreement in its sole discretion by providing or causing its program manager, dash.fi (“Program Manager”) to provide you with updated terms, either on the dash.fi website or notifying you by email. You shall be bound by such modifications effective immediately upon posting. It is your responsibility to review these updates prior to continued use of the Cards.
PLEASE READ THIS COLLATERAL AGREEMENT CAREFULLY AS YOUR ACCEPTANCE AND USE OF THE SERVICE IS YOUR CONSENT TO THIS AGREEMENT.
2.1 Definitions
“Card” means a physical or virtual corporate payment card with a unique sixteen (16) digit number issued to a User under the Company Account.
“Cardholders Agreement” means the Card Agreement your use of Cards issued by Bank, , available at https://www.dash.fi/legal/cardholder-agreement.
“Cardholder Terms of Services” means the terms of service governing your use of Cards, available at https://www.dash.fi/legal/cardholder-terms-of-service.
“Cardholder” means the employee or other person to whom Cards are issued and is authorized to transact on Company’s behalf.
“Collateral” means the funds you agree to deposit with Bank or a designated FI, as determined consistent with this Agreement, and which the Bank deems necessary to support the risks associated with your use of the Cards and the Secured Card Program.
“Company” and “you” means the company and customer that was approved by Bank for a Company Account.
“Company Account” means the account and records maintained by Issuer for Company including all its Cardholders.
“Prepayment” means the funds you agree to advance a payment with Bank or a designated FI, as determined consistent with this Agreement
"Collateral Balance" shall mean the amount of funds deposited at the Bank or a designated FI to support your use of the Cards and Secured Rewards Program, as determined by the Bank consistent with this Agreement and in its sole discretion.
“Excess Collateral” shall mean any funds deposited with Bank or a designated FI as Collateral that exceed the current Collateral calculation contained in this agreement.
“Platform Agreement” means the user agreement located at https://www.dash.fi/legal/platform-agreement.
“Rewards” means the cash back or other incentive provided to Cardholder under the terms of the Rewards Agreement.
“Rewards Agreement” means the Terms and Conditions for rewards provided by Program Manager to users in accordance with the Platform Agreement and located at https://www.dash.fi/legal/rewards.
“Services” means expense and corporate card management, reporting, and other services provided by Program Manager or its partners.
“Terms of Service” means the agreement between you and Program Manager for the use of Services available on Program Manager’s Website.
“Website” means the dashfi website located at https://dash.fi
3.1 Risks to Bank and Program Manager
You previously entered into the User Agreements governing your access to and use of Cards, a Company Account, and Rewards. By doing so, you elected to participate in the Secured Rewards Program, pursuant to and in support of which you must provide Collateral in accordance with this Agreement. User acknowledges that the Collateral is designed to help Bank and Program Manager address the financial and other risks attendant with the Cards and the Secure Rewards Program. Among other risks, the Bank is responsible non-payment risk—the risk that you and other users will not abide by the terms of the User Agreements and repay sums advanced by the Bank. The Program Manager, likewise, is responsible for Rewards program abuses and for the costs of administering the Rewards. Together, the risks are referred to herein as the “Program Risks.”
4.1 Collateral
(a) To mitigate or address these Program Risks and in exchange for participation in the Secured Rewards Program, the User hereby agrees to provide Bank with full right and title of ownership to the following Collateral by depositing Collateral at an account at Bank or another FI, as designated or directed by the Bank (the “Collateral Account”):
- United State Dollar value equal to 30x your peak daily spend over a trailing calendar quarter period in compliance with the terms of the User Agreements.
(b) Collateral will be provided to Bank or its designated FI in one of the following approved methods:
- You will authorize Bank or Program Manager, as Bank’s agent, to pull Collateral via ACH transfer automatically based on your monthly spend in accordance with the formula set out in subsection (a).
- A one-time wire transfer from you to Bank or the Collateral Account at its designated FI.
- A one-time ACH pull by Bank from your authorized bank account.
- Other methods, including but not limited to a sweep arrangement, approved by Bank and Program Manager.
(c) User will not be able to withdraw or access the Collateral delivered to Bank for at least the following quarter. User may request an expedited Collateral return, subject to Program Manager approval, to be returned at the end of the calendar month, net 15.
(d) In the event that User has Excess Collateral, because the Collateral delivered to Bank or its designated FI is greater than needed for the current Quarter, User may withdraw Excess Collateral by providing a minimum 30-day notice prior to the end of the month. Withdrawal requests can be made via:
- request to your assigned account manager; or
- request through Program Manager’s standard support team.
(e) At any point, should your Collateral be less than the minimum Collateral Amount required by this Section 4, you will no longer be eligible for rewards as described in the Rewards Agreement.
(f) You appoint and acknowledge that Program Manager may act as your agent with respect to the management of your funds in the Collateral Account. To that end, Program Manager may
receive the Collateral in an account at Bank, cause that Collateral to be transferred—consistent with the Parties’ obligations under this Agreement, the User Agreements, and/or other agreements or terms between or among the Parties—back to you, to the Bank, to the Program Manager, or to another third party at any of the Parities’ direction. Receipt of the Collateral fulfills your obligations under this Agreement and constitutes consideration for the Parties provision of certain rewards under the User Agreements. By providing the Collateral, you have satisfied your obligations to Bank and to Program Manager under this Agreement. You expressly acknowledge that—again consistent with this Agreement and the User Agreements—Program Manager may pledge, re-pledge, hypothecate, re-hypothecate, lend or otherwise utilize funds delivered as Collateral, consistent with applicable laws or regulations.
5.1 Company Representations and Warranties
You represent and warrants that:
(a) You are the the sole owner of all amounts pledged as Collateral used in connection with this Agreement;
(b) You are the sole beneficial owner of the account(s)through which collateral is being delivered;
(c) All funds delivered as Collateral are free from any claims, indebtedness to other creditors, liens or other third-party interests;
(d) Should you default on any sums owed to Bank or Program Manager under the User Agreements, the Bank or the Program Manager on behalf of the Bank has the right to set-off those debts or obligations, including but not limited any forfeit signup or rewards sums, with the Collateral that has been delivered to Bank or its designated FI
6.1 Rights to use Collateral
(a) In addition to rights granted to Program Manager in this Agreement and as with other deposits, you recognize that Bank or its designated FI may pledge, re-pledge, hypothecate, re-hypothecate, lend or otherwise utilize funds delivered to Bank or FI as Collateral, consistent with laws or regulations applicable to Bank.
(b) Bank or its designated FI expects to either loan funds held as Collateral to Program Manager or to transfer funds in an amount equal to some or all of the Collateral from users to Program Manager as compensation for invoices provided by Program Manager for the Program Risks and for certain responsibilities agreed upon between Bank, FI, and/or Program Manager.
(c) In either event, Users deposits will be maintained at Bank or FI—each an FDIC-insured financial institution, and nothing will prevent Users from receiving those funds, subject to the timing and other limitations contained in this Agreement.
7.1 Governing Law
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS
8.1 Survivability
If any provisions of this Agreement are deemed invalid or unenforceable, the rest of the Agreement will continue in full force and effect.
The representations and warranties contained within this Agreement will continue after the delivery and payment of the Collateral and shall remain in full force and effect, regardless of any investigation made on behalf of any of the Collateral or any person controlling any of them.
