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Acceptable Use Policy
Last updated December 1, 2022
Sila Inc. (together with its subsidiaries and affiliates, “Sila”), is a financial technology service provider operating as an agent of its one or more financial depository institution partners to facilitate their provision of banking and payments services (altogether, the “Services”) to Sila customers (each, a “customer”) and their platform application users (or “end users”). As an agent of a financial depository institution, Sila will perform certain approved functions on its behalf, including customer screening, onboarding, due diligence; provision of technology infrastructure and customer support; and other functions necessary to support its provision of the Services (together, the “Functions”).
Every Sila customer (and each end user of the customer’s platform application and the Services) is strictly bound by this Acceptable Use Policy (this “Policy”). All customers and end users of the Services are independently responsible for complying with this Policy.
This Policy is incorporated into and made part of
- the Sila Terms of Service;
- each customer’s Master Services Agreement with Sila; and
- each customer’s terms or conditions applicable against an end user of the Services upon reference in those terms or conditions.
This Policy may change periodically without notice, so customers and end users should review this Policy each time they use the Services. When this Policy is changed, the date of the latest revision will appear at the top of the page.
Companies that engage in or seek to support certain business activities or international transactions through use of the Services are either ineligible for the Services or subject to a high level of scrutiny by Sila and its principal financial institution. Sila enforces this Policy as part of its Functions to help support compliance with applicable law, regulations, partner requirements, payment system rules, and industry best practices.
This Policy is underpinned by four pillars, each an independent policy requirement:
- Prohibited Business Use
- Business Use Requiring Enhanced Review
- Prohibited Jurisdictions
- Jurisdictions Requiring Enhanced Review
IMPORTANT NOTICE: Sila customers must read, understand, and comply with each independent pillar of this Policy as a condition of initial and ongoing access to the Services. A customer’s violation of any pillar of this Policy constitutes a material breach of the Sila Master Services Agreement. An end user’s violation of this Policy constitutes a material violation of Sila’s Terms of Service and may result in expulsion from the Services and other legal action.
First Pillar:
Prohibited Business Use
No business or other entity is eligible to use the Services, either as a Sila customer or end user, if it assumes any of the following legally recognized forms:
- an entity that is formed in a foreign jurisdiction of which its beneficial owners are neither residents nor citizens;
- a business association that (i) is structured without active business operations or significant assets, or (ii) has any subsidiaries without active business operations or significant assets;
- a business association formed under the name of any federally recognized indigenous American tribe pursuant to the rights and privileges afforded to that tribe under the Indian Reorganization Act, 25 U.S.C. § 5112 et. seq.; or
- an entity whose bylaws or other chartering document permit the issuance of equity securities that are wholly owned by whoever bears the stock certificate.
Sila customers and end users are also strictly prohibited from using the Services to support any of the products, services, or methods of selling categorized below (each, a “Prohibited Use”).
If the nature of a customer’s platform application offers the potential for any end user of the Services to engage in any Prohibited Use, then the customer must not only incorporate this Policy into its end user-facing terms or conditions, but expressly prohibit every relevant Prohibited Use in those terms or conditions, in writing.
The description of each Prohibited Use below is simplified to offer guidance on what one or more activities are prohibited. The descriptions should be construed broadly; they are neither intended to establish legal or regulatory definitions of these terms nor guide you in any way as to the application of any law or rule. These descriptions should not be considered legal, regulatory, or compliance advice by any means. The word “including” as used in any description below should not be construed with limited scope and should be read as if immediately followed by the words “but not limited to.”
Sila and its partners prohibit these activities because they are either (a) highly susceptible to fraud and high dispute and chargeback rates; or (b) illegal or only legal in a limited number of jurisdictions or when complying with some specific set of formidable laws or rules. Sila customers are responsible for enforcing these prohibitions on their end users.
Second Pillar:
Business Use Requiring Enhanced Review
Sila customers are prohibited from using the Services or allowing end users to use the Services to support any of the products, services, or methods of selling categorized below (each, a “Restricted Use”) except with Sila’s express prior written approval.
Before granting approval to a customer to engage in or support any Restricted Use, Sila will request, collect, and review specific documentation from a customer above and beyond what Sila and its partners require for standard customer due diligence. The customer’s supporting documentation must bolster Sila’s finding that the customer is suitably knowledgeable about and compliant with all law and regulation that may be independently applicable to its business and related activities. The customer must demonstrate it has adequate risk-based controls necessary to ensure ongoing compliance with its independent regulatory requirements and best practices within its one or more industries.
If the nature of a customer’s platform application offers the potential for any end user of the Services to engage in any Restricted Use not explicitly approved by Sila in writing, then the customer must, not only incorporate this Policy into its end user-facing terms or conditions, but, expressly prohibit every relevant Restricted Use in those terms or conditions, in writing.
The description of each Restricted Use below is simplified to offer guidance on what one or more activities are restricted. The descriptions should be construed broadly; they are not intended to provide you with legal or regulatory definitions of these terms. These descriptions should not be considered legal, regulatory, or compliance advice by any means. Any form of the word “include” (or “including”) contained in a description does not limit the description’s scope; it should be constructed as if immediately followed by the words “but not limited to.”
Sila and its partners prohibit these activities because they are either (a) highly susceptible to fraud and high dispute and chargeback rates; or (b) illegal or only legal in a limited number of jurisdictions or when complying with some specific set of formidable laws or rules. Sila customers are responsible for enforcing these prohibitions on their end users.
Third Pillar:
Prohibited Jurisdictions
No business or other entity is eligible to use the Services, either as a Sila customer or end user, if it is controlled by, or affiliated by common beneficial ownership with, any person or entity located in or politically or economically connected to any nation, sovereign, territory, or dependency listed below (each, a “Prohibited Jurisdiction”).
Additionally, both Sila customers and end users are strictly prohibited from using the Services to engage in or support any transaction that serves as any part of the transfer of value cross border between any U.S. state and any Prohibited Jurisdiction. Sila customers and end users also represent and warrant that they at all times comply with law and regulation with respect to sanctions, watch lists, embargoes, and export controls relevant to their business and use of the Services.
If the nature of a customer’s platform application offers the potential for any end user of the Services to engage in or give effect to any international transaction involving a Prohibited Jurisdiction, then the customer must, not only incorporate this Policy into its end user-facing terms or conditions, but, expressly prohibit transactions involving each Prohibited Jurisdiction in those terms or conditions, in writing.
Sila and its partners prohibit support for transactions and customers involved with any of these jurisdictions due either to (a) the threat of significant fraud, money laundering, or terrorist financing risks; or (b) restrictions imposed under the sanctions programs of the U.S. Treasury, Office of Foreign Assets Control (OFAC). Additionally, every customer and end user is strictly prohibited from using the Services to support any transaction involving any person or entity covered by any OFAC sanctions program.
Fourth Pillar:
Jurisdictions Requiring Enhanced Review
Sila customers are prohibited from using the Services or allowing end users to use the Services if controlled by (or affiliated by common beneficial ownership with) any person or entity located in (or politically or economically connected to) any nation, sovereign, territory, or dependency listed below (each, a “Restricted Jurisdiction”) except with Sila’s express prior written approval.
Additionally, Sila customers and end users are strictly prohibited from using the Services to engage in or support any transaction that serves as any part of the transfer of value cross border between any U.S. state and any Restricted Jurisdiction except with Sila’s express prior written approval.
Before granting approval to allow a customer to use the Services (either (a) as a business with any connection to or affiliation with any Restricted Jurisdiction; or (b) to support any customer or end user transactions that make up any part of the transfer of value derived from, moving through, or destined for any Restricted Jurisdiction), Sila will request, collect, and review specific documentation from the customer above and beyond what Sila and its partners require for standard customer due diligence. The customer’s supporting documentation must bolster Sila’s finding that the customer, its end users, or its platform application do not pose risks related to any Restricted Jurisdiction that would otherwise be of concern for that jurisdiction. If a customer is supporting transactions to give effect to any transfer of value involving a Restricted Jurisdiction, then the customer must demonstrate it has adequate risk-based controls necessary to ensure ongoing compliance with its independent regulatory requirements and best practices addressing risks apparent in or unique to that jurisdiction.
If the nature of a customer’s platform application offers the potential for any end user of the Services to engage in or give effect to any international transaction involving a Restricted Jurisdiction, then the customer must not only incorporate this Policy into its end user-facing terms or conditions, but expressly prohibit transactions involving each Restricted Jurisdiction in those terms or conditions, in writing.
Sila and its partners restrict support for transactions and customers involved with any of these jurisdictions due either to (a) the threat of significant fraud, money laundering, or terrorist financing risks; or (b) restrictions imposed under the sanctions programs of the U.S. Treasury, Office of Foreign Assets Control (OFAC).