Check Deposit Services Agreement

This Check Deposit Services Agreement (this "Agreement") governs the Check Deposit Services provided by Incorporate Now Inc, a Florida corporation operating mailnow.ai (the "Company"), to its Customers. This Agreement is part of, and is incorporated by reference into, the Terms of Service (the "Terms"). Capitalized terms used but not defined here have the meanings given to them in the Terms.

The Customer's use of the Service to receive Checks at the Company's address is also governed by the Virtual Address & Mail Handling Service Agreement, and the conduct rules that apply to the use of the Check Deposit Service are set out in the Acceptable Use Policy. The Company's collection and use of personal information in connection with the Check Deposit Service is described in the Privacy Policy.

This Agreement contains a Limited Power of Attorney granted by the Customer to the Company (Section 4). Please read it carefully before accepting.

1. Definitions

Capitalized terms used in this Agreement have the meanings given to them in the Terms. The following additional terms apply:

• "Check Deposit Services" means the operational services described in Section 2 by which the Company physically deposits Checks payable to the Customer into the Designated Account.
• "Designated Account" means the bank deposit account the Customer designates in the Service into which Checks are to be deposited. The Designated Account must be a US-based deposit account in the Customer's name or in the name of an entity the Customer is lawfully authorized to deposit funds for.
• "Authorizing Person" means the natural person who signs (or, by clickwrap, accepts) this Agreement on the Customer's behalf and who has authority over the Designated Account or has been delegated such authority.
• "RDC" means remote deposit capture: the electronic deposit of a Check by transmission of an image and associated data through the Customer's bank's remote-deposit channel.
• "Restrictive Endorsement" means the for-deposit-only endorsement described in Section 6.

2. Service Description

The Company will:

• receive Checks payable to the Customer (typically as part of the Mail Service);
• confirm the Customer's instructions in the Service, including the Designated Account into which the Check is to be deposited;
• prepare the Check for deposit, including endorsement on the Customer's behalf as authorized in Section 4 and Section 6; and
• physically deposit the Check into the Designated Account by branch deposit, ATM deposit, lockbox arrangement, or RDC using the Customer's own banking credentials only where the Customer has expressly enabled that and only as authorized below.

3. What This Service Is Not

The Customer acknowledges and agrees that:

• the Company is not a bank and does not accept deposits;
• the Company is not a money transmitter and does not transmit funds;
• the Company does not hold customer funds, does not maintain a pooled account, and does not commingle Customer funds with the Company's funds. Funds are deposited directly into the Designated Account, where they are subject to the Customer's deposit agreement with its own bank;
• the Company does not advance funds, does not provide check cashing, and does not extend credit;
• the Company is not a fiduciary of the Customer; and
• the Service is not insured by the FDIC, NCUA, or SIPC, and no FDIC pass-through insurance is created by the Customer's use of the Service.

4. Limited Power of Attorney

The Limited Power of Attorney above is intended to be operative without further signature, as further described in Section 19. Some banks may require a separately signed (and in some cases notarized) wet-ink power of attorney before they will accept third-party deposits to the Designated Account; the Customer is responsible for confirming any such requirement with its own bank. Use the printable form below if your bank requires one.

5. Designated Account Requirements

The Designated Account must be:

• a deposit account at a US bank or credit union;
• held in the name of the Customer (or, where the Customer is acting in a fiduciary or administrative capacity, in the name of the entity for which the Customer is depositing, with the Customer's written representation that it has lawful authority to deposit on that entity's behalf); and
• capable of accepting third-party check deposits as required for the deposit method the Customer selects.

The Customer is solely responsible for confirming with its bank that the chosen deposit method is permitted under the Customer's deposit agreement with that bank.

6. Endorsements

The Customer authorizes the Company to endorse Checks on the Customer's behalf with the Restrictive Endorsement, substantially in the form "For Deposit Only to the Designated Account of [Customer Name], Account No. ending in [last 4 digits]", or with such other restrictive endorsement as is required by the Customer's bank. The Company will not negotiate Checks except by deposit to the Designated Account.

7. Deposit Mechanics

The Company may deposit by branch deposit, ATM deposit, lockbox arrangement, or RDC. For RDC the Customer authorizes the Company to use credentials the Customer provides solely for this purpose. The Company stores any such credentials encrypted at rest and uses them only as instructed by the Customer for the deposit purpose. The Customer represents that providing those credentials does not violate the Customer's bank's terms.

8. Timing

Deposit timing is best-effort; the Company targets the deposit window stated in the Service. Bank processing, holds, cut-off times, weekends, and holidays are outside the Company's control. The Company is not responsible for any consequence of a delayed deposit beyond the service-level disclaimers in the Terms of Service.

9. Returned, Dishonored, and Rejected Checks

The Customer's bank determines whether a Check is honored. If a Check is returned for non-sufficient funds (NSF), has a stop payment, is post-dated, stale-dated, missing endorsement, illegible, altered, or rejected for any reason, the Company will reflect that status in the Service and, where physically possible, retain the original Check or its scanned image, as the case may be. The Customer is responsible for re-presentment, collection, and any communication with the issuer. The Company may pass through any returned-item fees charged by the Customer's bank.

10. Holds and Risk of Loss

The Customer's bank is solely responsible for funds availability and any holds on deposited Checks. Risk of loss for a Check transfers to the Customer's bank upon physical or electronic presentment by the Company.

11. Customer Representations

The Customer represents and warrants, with respect to each Check submitted to the Service, that:

• the Customer is lawfully entitled to receive and deposit the Check;
• the Check is a genuine, unaltered instrument;
• the Customer has not endorsed the Check elsewhere or attempted to deposit it elsewhere (no double presentment);
• the Designated Account information is accurate and the Customer has authority to receive deposits there; and
• the transaction does not violate anti-money-laundering, sanctions, or other law.

12. AML, Sanctions, and Tax Compliance

The Customer is solely responsible for its own anti-money-laundering (AML) obligations, OFAC screening of issuers, Bank Secrecy Act reporting (including currency transaction reports and suspicious activity reports), 1099 issuance to the Customer's payors and recipients where applicable, and all federal, state, and local tax reporting on deposited amounts.

The Company may decline to deposit a Check if doing so would, in the Company's reasonable judgment, violate law or expose the Company to undue risk. The Company may file reports with the Financial Crimes Enforcement Network (FinCEN) or other authorities as required by law and is not obligated to notify the Customer of such filings where prohibited or imprudent.

13. Suspicious Activity

The Company may suspend or refuse a deposit if a Check appears altered, forged, fraudulent, drawn on a closed account, drawn on a sanctioned party, structured to evade reporting thresholds, or otherwise suspicious. The Company's determination is made in good faith and in its sole discretion.

14. Original Checks — Retention and Destruction

The Company retains originals of physically deposited Checks for at least thirty (30) calendar days after deposit (longer where required by the Customer's bank or applicable rules), then destroys them by commercial-grade cross-cut shredding. Scanned images and metadata are retained per the Privacy Policy.

15. Limit of Liability

The aggregate liability of the Company under this Agreement is capped at the greater of (a) the fees paid by the Customer to the Company for Check Deposit Services in the ninety (90) days preceding the claim, or (b) USD $1,000. The cap is inclusive of liability for lost, destroyed, mis-routed, late-deposited, or wrongly-deposited Checks.

The Company is not liable for:

• returned-item fees imposed by the Customer's bank;
• consequential losses such as lost interest, lost discounts, or business interruption;
• the acts or omissions of the Customer's bank;
• the acts or omissions of the issuer of any Check; or
• losses caused by the Customer's own breach of the representations in Section 11.

The disclaimers and limitations of liability in the Terms of Service apply in addition to this Section.

16. Indemnification

The Customer will indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, and agents from and against any third-party claim, suit, action, or proceeding, and any resulting losses, damages, liabilities, settlements, judgments, costs, and reasonable attorneys' fees, arising out of or relating to:

• Checks the Customer was not lawfully entitled to deposit;
• breach of the Customer's representations in Section 11;
• any dispute between the Customer and the issuer of a Check; and
• AML, sanctions, or tax non-compliance by the Customer.

The Customer's indemnification obligations under this Section remain subject to the aggregate cap on liability set out in the Terms of Service.

17. Termination of LPOA / Service

The Customer may revoke the Limited Power of Attorney granted in Section 4 and terminate the Check Deposit Service at any time, in the manner described in Section 4. The Company may suspend or terminate the Check Deposit Service for non-payment, suspected fraud, regulatory direction, or sustained operational risk. On termination, undeposited Checks already received will be returned to the Customer at the Customer's expense.

18. No Banking Relationship

Nothing in this Agreement creates a deposit account, fiduciary, or banking relationship between the Company and the Customer. The Customer's relationship for deposit-account purposes is solely with its bank.

19. Incorporation and Conflict

This Agreement is part of the Terms of Service and is incorporated into them by reference. In the event of a conflict between the Terms of Service and this Agreement on matters specific to Check Deposit Services, this Agreement governs. The Limited Power of Attorney section in this Agreement (Section 4) is intended to be operative without further signature.

20. Acceptance

By enabling the Check Deposit Service in the Account or by submitting the first Check for deposit, the Customer accepts this Agreement and grants the Limited Power of Attorney set out in Section 4. The Authorizing Person represents and warrants that they have authority over the Designated Account or have been duly delegated such authority and that they are authorized to bind the Customer to this Agreement.

21. Contact

Questions about this Agreement, or notices revoking the Limited Power of Attorney, should be sent to legal@mailnow.ai.