This Deposit Account Control Agreement (“Agreement”) is entered into as of date of acceptance by Company(the “Effective Date”) by and between the following (each a “Party” and collectively, the “Parties”):
WHEREAS, Juice is a technology provider that desires to provide the “Boost Program” and other related services (the “Juice Services”) to Company subject to the terms and conditions set forth in the Boost Program Seller Participation Agreement (“Boost Program Agreement”);
WHEREAS, Company desires to obtain entry into the Boost Program and, in connection with the admission of Company into the Boost Program, desires to grant to Juice a security interest in the Company’s deposit account with Bank (“Account”); and
WHEREAS, the parties hereto desire to enter into this Agreement in order to set forth their respective rights and obligations with respect to the Account and all funds on deposit therein from time to time and to perfect Juice’s security interest in the Account.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged the Parties agree as follows:
This Agreement shall take effect immediately upon its execution by all Parties hereto and shall supersede any deposit account control agreement or similar agreement in effect with respect to any Account.
Any undefined terms or concepts in this Agreement shall adopt the meanings as set forth in the Boost Program Agreement.
You acknowledge and agree that your Account will be treated as a “deposit account” (within the meaning of Section 9-102(a)(29) of the Uniform Commercial Code (“UCC”)) and that Juice is the “secured party” (within the meaning of Section 9-102(a)(73) of the UCC) that has “control” (within the meaning of Section 9-104 of the UCC) of your Account.
As security for the repayment of present or future indebtedness owed to Juice, You grant Juice a continuing security interest in, and lien on, and a right of setoff with respect to, the cash, or other property that are, now or in the future, carried or held in or through your Account or are otherwise in the possession or control of Bank for deposit in or credit to the Account (“Collateral”). If You owe money to Juice as a result of activity in your Account or under any other agreement with Juice, and there is Collateral available in your Account that may fully or partially satisfy your obligation to Juice, You agree that Juice may elect to, with or without prior notice, make your debit balance immediately due and payable. By opening your Account, You acknowledge and agree that, to your actual knowledge, there are no security interests in any of the Collateral other than security interests created under this Agreement. You further acknowledge and agree that You may not in the future pledge any security interest in your Account to any party except Juice or its affiliates without our explicit written consent
You also agree that Juice and Bank may act as agents for each other in respect of the Collateral and rights associated therewith. You agree that Bank may act on Juice’s orders or instructions as to the Collateral without your further consent, including all notifications directing Bank to transfer any Collateral.
You authorize Juice to take any action necessary to perfect or maintain the perfection of a security interest held by Juice, to the extent perfection has not already been achieved by Juice as a result of your agreeing to this Agreement and the deposit account control provisions contained herein. You agree to pay any fees and costs associated with the perfection or maintenance of such security interests or the satisfaction of amounts owed. You agree that if You breach or default on any of your obligations to Juice under this Agreement or any other agreement with Juice, or if You become subject to any bankruptcy or insolvency, or any similar condition or proceeding, or if Juice’s security interest ceases to be a first perfected security interest, or if Juice deems it otherwise necessary or advisable, Juice may transfer, or otherwise dispose of any Collateral in your Account or apply amounts on deposit to set off and discharge obligations that You may have to Juice.
This Agreement may be terminated by Company only upon delivery to Bank of a written notification jointly executed by Company and Juice. This Agreement may be terminated by Juice at any time, upon its delivery of written notice to Company and Bank. This Agreement may be terminated by Bank at any time on not less than 30 days’ prior written notice delivered to Company and Juice. Upon delivery or receipt of such notice of termination by Bank, Bank will immediately transmit to such deposit account as Juice may direct all funds, if any, then on deposit in the Account. Notwithstanding the foregoing, this Agreement shall terminate automatically upon termination of the Boost Program Agreement and payment in full of all amounts owed by Company to Juice thereunder.
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IN WITNESS WHEREOF, the duly authorized representatives of each of the parties hereto have executed this Agreement as of the Effective Date.