lightsparkdev · patcapulong · Aug 6, 2026 · Aug 6, 2026
diff --git a/mintlify/legal/msa.mdx b/mintlify/legal/msa.mdx
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-_Last updated Jul 29, 2026_
+_Last updated Aug 6, 2026_
 
 In consideration of the mutual covenants and agreements set forth herein and in the Order to which this Master Services Agreement is attached, the Parties agree as follows:
 
@@ -105,18 +105,20 @@ Lightspark may utilize third-party payment processors, banking partners, or othe
 
 **3.6 Travel Rule and Regulatory Information Sharing.** Without limiting any other obligation of Platform under this Agreement, Platform shall promptly provide to Lightspark, upon request or as required by Lightspark's compliance program, all information necessary for Lightspark to comply with the funds transfer recordkeeping and travel rule requirements under the Bank Secrecy Act and its implementing regulations (collectively, "Travel Rule Requirements"). Such information may include, without limitation: (a) the name, address, and account number (or other unique identifier) of the transmittor and recipient of each Grid Transaction; (b) the identity and address of the financial institution or virtual asset service provider of the transmittor or recipient, as applicable; (c) the amount and date of each Grid Transaction; (d) any payment instructions of each Grid Transaction; and (e) any other information required by Travel Rule Requirements or reasonably requested by Lightspark for compliance purposes. Platform represents and warrants that all information provided pursuant to this Section 3.6 will be accurate and complete. Platform shall include in its own terms and conditions with End Users (to the extent Platform collects any End User information prior to transmitting it to Lightspark) provisions requiring End Users to provide accurate and complete information sufficient to satisfy Travel Rule Requirements. This Section 3.6 is in addition to, and does not limit, Platform's obligations under Sections 2.6, 3.1, 3.3, and 3.4 of this Agreement.
 
-**3.7 NACHA Compliance.** Lightspark acts as a Third-Party Sender (as defined in the NACHA Operating Rules, as amended from time to time) in connection with the ACH origination services described in this Section 3.7. Capitalized terms used but not otherwise defined in this Section 3.7 have the meanings ascribed to them in the NACHA Operating Rules.
+**3.7 NACHA Compliance.** Lightspark acts as a Third-Party Sender (as defined in the NACHA Operating Rules) in connection with the ACH origination services described herein. Capitalized terms used but not otherwise defined in this Section 3.7 have the meanings ascribed to them in the NACHA Operating Rules.
 
 - **(a) NACHA Operating Rules.** Platform agrees to comply with the NACHA Operating Rules to the same extent as if Platform were a signatory thereto. Lightspark has no obligation to transmit any Entry it reasonably believes would violate applicable law or the NACHA Operating Rules. Platform consents to Lightspark registering Platform with NACHA as required by the NACHA Operating Rules for Third-Party Sender relationships, and will provide Lightspark with any information required for such registration upon request.
-- **(b) ACH Authorization.** Platform authorizes Lightspark to originate ACH credit and debit entries to and from accounts designated by Platform or its Receivers in connection with the Services, as well as ACH debit entries to Platform's own designated account(s) for collection of fees, chargebacks, settlement shortfalls, and other amounts owed to Lightspark.
+- **(b) ACH Authorization.** Platform authorizes Lightspark to originate ACH credit and debit entries to and from accounts designated by Platform or its Receivers in connection with the Services, as well as ACH debit entries to Platform's own designated account(s) for collection of fees, chargebacks, settlement shortfalls, and other amounts owed to Lightspark. Platform further authorizes Lightspark's Originating Depository Financial Institution (and any successor or additional ODFI designated by Lightspark) to originate ACH credit and debit Entries on Platform's behalf to Receivers' accounts in connection with the Services. This authorization is in addition to, and not in lieu of, the authorization granted to Lightspark in this Section, and shall remain in effect until revoked by Platform in a manner and at a time that affords Lightspark and its ODFI a reasonable opportunity to act upon it.
 - **(c) Entry Types.** Platform is authorized to initiate Entries using only the SEC Codes approved by Lightspark in writing. Lightspark may add or remove permitted SEC Codes upon notice. Platform shall not initiate Entries for any prohibited purpose, involving OFAC-sanctioned parties, or that are re-initiated after return except as permitted by the NACHA Operating Rules.
 - **(d) Authorization Obligations.** Platform shall obtain a valid Authorization from each Receiver prior to initiating any ACH Entry, in the form required by Lightspark in writing. Each payment instruction submitted to Lightspark constitutes Platform's representation that a valid, enforceable Authorization exists for that Entry. Platform shall retain records of each Authorization for a minimum of two (2) years following its termination or revocation, and shall make Authorization records available to Lightspark within twenty-four (24) hours of request.
 - **(e) Exposure Limits.** Lightspark shall establish per-transaction, daily, and aggregate Exposure Limits applicable to Platform's ACH Entries, as communicated to Platform in writing and subject to adjustment by Lightspark at any time based on risk, return rates, or financial condition. Platform shall not submit Entries that would exceed applicable Exposure Limits. Lightspark may require Platform to pre-fund Entries or maintain a reserve as a condition of access to the Services.
 - **(f) Return Rate Monitoring.** Platform shall ensure that its ACH Entries do not exceed the return rate thresholds instituted by Lightspark. Platform shall monitor its own return rates and promptly investigate and remediate causes of returns. Platform shall not re-initiate any returned Entry except as expressly permitted by the NACHA Operating Rules. Upon Lightspark's request, Platform shall provide accurate contact information sufficient to respond to authorization inquiries within twenty-four (24) hours.
 - **(g) Fraud Monitoring.** Platform shall implement and maintain risk-based processes and procedures reasonably designed to identify ACH Entries that may have been initiated as a result of fraud or without valid Authorization, as required by the NACHA Operating Rules. Such processes must include baseline transaction profiling to detect anomalous activity, pre-submission screening of outbound Entries, and annual review of fraud monitoring procedures. Platform shall cooperate with Lightspark's reasonable requests regarding any suspicious transaction activity.
 - **(h) Annual Compliance Audit.** Platform shall complete an annual ACH Rules Compliance Audit as required by the NACHA Operating Rules and shall provide Lightspark with a copy of the results upon request. Platform shall promptly remedy any noncompliance identified and document the remediation steps taken.
 - **(i) Audit Rights.** Platform grants Lightspark (and, upon Lightspark's request, the ODFI or NACHA) the right to audit Platform's ACH-related policies, procedures, and records to verify compliance with this Section and the NACHA Operating Rules, upon reasonable prior written notice (except in the event of suspected fraud or material breach, in which case Lightspark may audit on shorter notice). Platform shall cooperate fully with any such audit and shall remediate identified deficiencies within the timeframe specified by Lightspark.
-- **(j) Suspension and Termination of ACH Services.** Lightspark may suspend or terminate Platform's access to ACH origination services immediately upon notice if: (i) Platform violates applicable law, the NACHA Operating Rules, or any provision of this Section; (ii) Platform engages in or is associated with fraudulent or illegal activity; (iii) Platform's Unauthorized Return Rate, Administrative Return Rate, or Overall Return Rate exceeds the applicable NACHA threshold; or (iv) Lightspark's ODFI terminates or suspends Lightspark's authority to transmit Entries on Platform's behalf.
+- **(j) Suspension and Termination of ACH Services.** Lightspark may suspend or terminate Platform's access to ACH origination services immediately upon notice if: (i) Platform violates applicable law, the NACHA Operating Rules, or any provision of this Section; (ii) Platform engages in or is associated with fraudulent or illegal activity; (iii) Platform's Unauthorized Return Rate, Administrative Return Rate, or Overall Return Rate exceeds the applicable NACHA threshold; or (iv) Lightspark's ODFI terminates or suspends Lightspark's authority to transmit Entries on Platform's behalf. In addition to Lightspark's rights under this Section, Platform agrees that Lightspark's ODFI shall have the right to terminate or suspend this Agreement, or Platform's access to the ACH origination Services, for Platform's breach of the NACHA Operating Rules, in a manner that permits the ODFI to comply with the NACHA Operating Rules. Platform acknowledges and agrees that Lightspark may act upon the direction of its ODFI to effect any such suspension or termination, including immediately and without prior notice where required for the ODFI's compliance with the NACHA Operating Rules.
+- **(k) Compliance with U.S. Law.** Platform agrees that it shall not originate, submit, or instruct Lightspark to originate any Entry that violates the laws of the United States, including the economic sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control. Platform represents and warrants that each Entry it originates or submits in connection with the Services will comply with all applicable laws of the United States.
+- **(l) ODFI Beneficiary.** Lightspark's ODFI is an intended third-party beneficiary of Platform's obligations and Lightspark's rights under this Section 3.7, and may enforce the authorization, termination, suspension, and audit provisions of this Section directly against Platform to the extent necessary for the ODFI to comply with the NACHA Operating Rules.
 
 ## 4. Fees; Payment