Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between Bricks Financial, Inc., a Delaware corporation (“Bricks,” “we,” “us”), and the organization that opens or uses a Bricks account (“you,” “your organization”). They cover our website, applications, and the products and services we make available (together, the “Services”).

Agreeing to these Terms

By applying for an account, clicking to accept, or using the Services, you agree to these Terms. If you do not agree, do not use the Services.

If you accept on behalf of an organization, you represent that you are authorized to bind it, and “you” means that organization. These Terms, together with any order form, pricing schedule, product-specific terms and policies we reference, form the entire agreement between us on this subject and replace anything said or written before it.

Who may use Bricks

To open an account you must be at least 18 years old, be located in the United States, and be applying for a legal entity formed in the United States — typically a nonprofit corporation, association, club, chapter or homeowners association — for its own business purposes and not on behalf of an undisclosed third party. Bricks is not offered to consumers for personal, family or household use except where a product is expressly made available on that basis.

Accepting an application is at our discretion and our partner banks’ discretion. We may decline an application, or close an account later, for any lawful reason, including our inability to verify the information you give us.

What the Services are — and are not

Depending on what you sign up for, the Services may include: deposit accounts and debit or charge cards issued by our partner banks; tools to collect donations, dues, fees and event ticket revenue; bookkeeping, fund tracking and reporting, including syncing with accounting systems you connect; and preparation of Form 990 and 990-EZ returns and state charitable registrations.

Bricks does not provide legal, tax, investment, accounting or fiduciary advice, and nothing in the Services is a substitute for advice from your own qualified advisers. The Services are software and support tools. Decisions about your organization’s finances, filings, funds and compliance remain yours.

We may change, add to or discontinue features. If we discontinue a material feature you are paying for, we will give you reasonable advance notice.

Banking and cards are provided by our partner banks

Bricks is a financial technology company, not a bank. Deposit accounts are held at, and cards are issued by, our partner banks, each a Member FDIC. Your deposit relationship is with the bank and is governed by the bank’s deposit account agreement, cardholder agreement and fee schedule, which you receive and accept separately at account opening. Where those bank agreements conflict with these Terms on a banking matter, the bank agreements control.

Funds you hold in a Bricks-connected account may be placed with one or more FDIC-insured banks through a deposit sweep program, which is how balances become eligible for aggregate FDIC insurance above the standard per-bank, per-depositor limit. That eligibility depends on the receiving banks’ records, on the sweep network’s terms, and on the deposits you already hold at a receiving bank in the same ownership capacity, which reduce the coverage available to you there. Coverage limits are set by the FDIC and the program, not by Bricks, and may change.

FDIC insurance protects against the failure of an insured bank. It does not protect against the failure or insolvency of Bricks, against losses from fraud or unauthorized transactions, or against any loss in value of anything that is not an insured deposit.

Card rewards, including any cashback rate advertised, are offered under separate program terms, may be limited, capped or excluded for certain transaction types, and may be changed or ended on notice. Rewards may have tax or reporting consequences for your organization; that is for you and your accountant to work out.

Applications, verification and authorized users

Federal law requires financial institutions and their partners to obtain, verify and record information identifying every organization and person that opens an account. When you apply we will ask for your organization’s legal name, EIN, address, formation and governing documents and IRS determination letter, and, for each control person and beneficial owner, name, address, date of birth, Social Security number or ITIN and a government-issued identification document. We may re-verify at any time, screen against sanctions and watch lists, and ask for supporting documents on an ongoing basis.

You must keep this information current and tell us promptly when it changes — including changes to your organization’s legal status, control persons, tax-exempt status, or the nature of its activities.

Your administrators control who has access and at what permission level. You are responsible for your authorized users’ actions and for keeping credentials secure. Enable multi-factor authentication, remove users when they leave, and tell us immediately at info@bricksbanking.com if you suspect unauthorized access. We may act on instructions we reasonably believe came from an authorized user.

Payments, collections and transfers

When you initiate or authorize a payment, you authorize us and our partners to move the funds as instructed. ACH transfers are subject to the Nacha Operating Rules, and by using them you agree to be bound by those rules as an originator. Card transactions are subject to the applicable card network rules.

You represent that you have valid authorization from every payer whose account you debit through Bricks — including clear, documented consent for recurring donations, dues and subscriptions — and that you will keep records of those authorizations and honor cancellations promptly.

You are responsible for returns, reversals, chargebacks, refunds and related fees on transactions you originate, and you authorize us to debit your account for them. We may place holds on funds, delay or refuse a transaction, require a reserve, or reverse a settlement where we reasonably believe it is necessary to manage risk of loss, to investigate suspected fraud or prohibited activity, or to comply with law or network rules. Transaction cut-off times, limits and settlement timing are published in the product and may change.

Automated donation receipts and confirmations are provided for convenience. Your organization remains responsible for issuing contemporaneous written acknowledgments that meet Internal Revenue Code requirements, and for the accuracy of the tax treatment of anything it tells its donors.

Filings, bookkeeping and CPA review

Where you use our compliance features, we assemble Form 990 or 990-EZ returns and state charitable registration filings from the data in your account, and arrange for a licensed CPA to review and sign the return before it is filed. Some of that work may be delivered by an independent accounting firm under a separate engagement letter, which will govern the professional services it provides.

Those outputs are only as good as what goes into them. You are responsible for the accuracy and completeness of your ledger, fund designations, receipts and supporting records, for reviewing and approving any filing before it is submitted, and for meeting your own deadlines. Your organization remains legally responsible for its returns and registrations, including penalties and interest arising from information you provided or approved.

Bookkeeping and reporting features are not an audit, review or compilation, are not performed in accordance with generally accepted auditing standards or AICPA attest standards, and provide no assurance on your financial statements.

Fees

Fees for the Services are set out in your order form, our published pricing, or the applicable bank fee schedule. Unless stated otherwise, fees are in U.S. dollars, are payable in advance for the period they cover, and are non-refundable except where the law requires otherwise or we say so in writing.

You authorize us to charge or debit the account or payment method you designate for fees, and for third-party costs passed through to you, including card processing costs, network fees, returned-item and chargeback fees. Where a payer or donor elects to cover processing costs, we will apply that election as configured in your account.

We may change fees on at least 30 days’ notice. If you do not accept a change, you may close your account before it takes effect. You are responsible for any taxes on the Services other than taxes on our income.

Your responsibilities and acceptable use

You agree to use the Services lawfully and truthfully, to give us accurate information, and to comply with the laws that apply to your organization — including tax-exempt status requirements, state charitable solicitation registration, anti–money laundering rules and economic sanctions administered by the U.S. Treasury’s Office of Foreign Assets Control.

You must not use the Services to:

• break the law, or facilitate anyone else doing so;
• launder money, finance terrorism, evade sanctions, or transact with any person or in any country subject to U.S. sanctions;
• engage in fraud, deception, or misrepresentation of your organization’s identity, tax-exempt status or the purpose of a solicitation;
• process payments for a third party, act as a money services business or payment aggregator, or exchange virtual currency;
• support gambling, adult content, firearms and ammunition sales, controlled substances, pyramid or Ponzi schemes, or any activity our partner banks prohibit;
• infringe anyone’s intellectual property, privacy or other rights;
• introduce malware, probe or test the security of the Services without our written permission, evade rate limits or access controls, or scrape the Services;
• reverse engineer, decompile or copy the Services, or resell or provide them to a third party as a service, unless we agree in writing.

We maintain a list of restricted activities that may change as our partner banks’ requirements change, and we will tell you if something you do falls outside what we can support.

Third-party services

The Services connect to systems we do not control — accounting platforms, payment networks, identity providers and others. If you enable an integration you authorize us to exchange data with it as needed to make it work. Those services are governed by their own terms and privacy notices, and we are not responsible for their availability, accuracy or acts.

Your data and our intellectual property

You own the data you put into Bricks and the records generated by your use of it (“Your Data”). You grant us a non-exclusive, worldwide license to host, copy, transmit, display and process Your Data as needed to provide, secure and support the Services, and to comply with law. We may create de-identified and aggregated data from it, and use that for any lawful purpose, including improving the Services. We handle personal information as described in our Privacy Policy.

We own the Services, our software, designs, documentation and brand, and everything in them other than Your Data. We grant you a limited, non-exclusive, non-transferable, revocable right to use the Services for your organization’s internal business purposes during the term. Nothing else is granted.

If you send us feedback or suggestions, we may use them without restriction or obligation to you. We will not use your organization’s name or logo publicly without your prior written consent.

Confidentiality

Each of us may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential. Each of us agrees to protect the other’s confidential information with at least reasonable care, to use it only to perform under these Terms, and to disclose it only to people and contractors who need it and are bound by similar duties. This does not cover information that is public through no fault of the receiver, was already known, is independently developed, or is lawfully received from someone else. Either of us may disclose confidential information where the law or legal process requires it, giving notice to the other where permitted.

Electronic communications and E-SIGN consent

You consent to receive agreements, disclosures, notices, statements, tax forms and other communications from us electronically — by email to the address on file, or by posting inside the Services — and you agree that electronic records and signatures satisfy any requirement that a communication be in writing or signed.

To access electronic records you need a current browser, an active email account, and the ability to view and save PDF files. You can request a paper copy of a record, or withdraw your consent to electronic delivery, by emailing info@bricksbanking.com; we may charge a reasonable fee for paper copies, and withdrawing consent may mean we can no longer provide some Services. Keep your email address current — notices sent to the address on file are effective when sent.

Suspension and termination

You may close your account at any time in the product or by writing to us. We may suspend or limit access, or terminate these Terms, immediately if we reasonably believe you have breached these Terms or the law, if a partner bank or processor requires it, if your account presents unacceptable risk of loss, or if we are unable to verify information about you. We may also terminate for convenience on 30 days’ notice.

On termination, your right to use the Services ends. We will make Your Data available for export for 30 days, after which we may delete it, except where we are required to retain it. Funds held in bank accounts are returned or disbursed under the applicable bank agreement, subject to any hold, offset or legal restriction, and to our right to recover amounts you owe us. Fees already incurred remain payable. Sections on fees, data and intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, governing law, and any other provision that by its nature should survive, survive termination.

Disclaimers

The Services are provided “as is” and “as available.” To the fullest extent permitted by law, Bricks disclaims all warranties, express, implied and statutory, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade.

We do not warrant that the Services will be uninterrupted, timely, secure or error-free, that data or reports will be accurate or complete, that a filing will be accepted, or that defects will be corrected. We are not responsible for delays or failures caused by third parties, including banks, payment networks, processors, tax authorities and integrations.

Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost donations, lost goodwill, business interruption, penalties or interest, or loss of data, however caused and on any theory of liability, even if advised of the possibility.

To the fullest extent permitted by law, each party’s total aggregate liability arising out of or relating to these Terms or the Services will not exceed the greater of the fees you paid to Bricks in the 12 months before the event giving rise to the claim, or one hundred U.S. dollars ($100).

These limits do not apply to your obligation to pay fees and amounts you owe us, to either party’s indemnification obligations, or to liability that cannot be limited under applicable law. Some states do not allow the exclusion of certain damages, so parts of this section may not apply to you.

Indemnification

You will defend, indemnify and hold harmless Bricks, its affiliates, and their officers, directors, employees and agents from any third-party claim, and any resulting loss, liability, damage, penalty, cost or reasonable attorneys’ fee, arising out of or relating to: your use of the Services; Your Data and the accuracy of the information you give us; your breach of these Terms or of any law; any transaction you originate, including returns, reversals and chargebacks; your organization’s tax filings, solicitations and representations to donors and members; and any dispute between you and your donors, members, residents or authorized users. We will notify you of the claim, give you control of the defense of claims that seek only money damages, and cooperate at your expense; you will not settle in a way that imposes an obligation on us without our written consent.

Dispute resolution and arbitration

Please read this section carefully. It requires most disputes to be resolved by individual binding arbitration, and waives the right to a jury trial and to participate in a class or representative action.

Talk to us first. Before starting arbitration, send a written notice of dispute to info@bricksbanking.com describing the claim and the relief you want. We will do the same for a claim against you. If we cannot resolve it within 60 days, either of us may begin arbitration.

Arbitration. Any dispute arising out of or relating to these Terms or the Services that is not resolved informally will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Wilmington, Delaware, or by videoconference or on documents where the rules allow. The Federal Arbitration Act governs this section. The arbitrator decides all issues except the enforceability of the class action waiver below, which is for a court. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own fees except as the rules or law provide.

No class actions. Claims must be brought in an individual capacity only, and not as a plaintiff or class member in any class, consolidated or representative proceeding. The arbitrator may not consolidate claims or preside over any form of representative proceeding. If this waiver is found unenforceable as to a particular claim, that claim — and only that claim — must proceed in court, and the rest of this section still applies.

Carve-outs. Either of us may bring an individual claim in small claims court, and either of us may seek injunctive or equitable relief in court to protect intellectual property or confidential information.

Opting out. You may opt out of arbitration by emailing info@bricksbanking.com within 30 days of first accepting these Terms, with your organization’s name and account details and a clear statement that you are opting out. Opting out does not affect any other part of these Terms.

Governing law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws rules. Where a claim is not subject to arbitration, you and Bricks submit to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, and each waives any objection to venue or forum there. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Changes to these Terms

We may update these Terms. If a change is material, we will give you at least 30 days’ notice by email or in the product before it takes effect, unless a shorter period is needed to comply with law or to address a security or risk issue. Continuing to use the Services after the effective date means you accept the updated Terms. If you do not accept them, stop using the Services and close your account before the effective date.

General

Assignment

You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, financing, acquisition or sale of assets.

Force majeure

Neither party is liable for a delay or failure caused by events beyond its reasonable control, including outages at banks, networks or infrastructure providers, natural disasters, war, civil unrest, epidemics, labor disputes and government action.

No waiver

A failure to enforce a provision is not a waiver of it.

Severability

If a provision is held unenforceable, it is modified to the minimum extent necessary or severed, and the rest stays in effect.

Independent parties

Nothing here creates a partnership, joint venture, agency, fiduciary or employment relationship between us.

No third-party beneficiaries

These Terms benefit only you and Bricks, except that our partner banks and their affiliates may enforce the provisions that protect them.

Notices

We send notices to the email address or in-product address on your account. You send notices to info@bricksbanking.com. Formal service of legal process must be made on our registered agent in the State of Delaware.

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