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The agreement grants Marqeta a continuous right to set off any amounts Customer owes Marqeta against amounts Marqeta owes Customer, including funds held in the Custodial Account, until Customer's liability is fully satisfied. This right operates in addition to all other contractual and legal remedies available to Marqeta.
This analysis describes what Marqeta's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This provision authorizes Marqeta to apply funds from Customer's Custodial Account against outstanding Customer liabilities on a continuous basis without requiring a separate triggering event or court order. For card programs with active transaction volumes, the Custodial Account may contain operational funds required for cardholder settlements, and the set-off right could affect Customer's ability to maintain required minimum balances.
Under this clause, Marqeta holds a continuous contractual right to reduce or eliminate Customer's Custodial Account balance to satisfy amounts Customer owes Marqeta. Customer must submit written requests for the return of Custodial Account funds and is not authorized to initiate withdrawals directly.
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"In addition to any other remedies available to Marqeta or Issuer at law or under the Agreement and to the extent permitted by Applicable Law, Marqeta may, as a continuous right, set off any amounts owed to it against any outstanding amounts owed to Customer until Customer's liability owed to Marqeta is fully paid.Excerpt from Marqeta's Terms of Use
1. REGULATORY LANDSCAPE: The set-off right against a custodial account holding cardholder funds may interact with state money transmission laws and the regulatory requirements governing the Issuer's custody of program funds. The CFPB has supervisory authority over payment processors and may evaluate whether set-off against cardholder-associated funds creates consumer harm. The Uniform Commercial Code (UCC) governs set-off rights in commercial transactions under California law. 2. GOVERNANCE EXPOSURE: High. The continuous, self-executing nature of the set-off right, without requiring prior notice or court order, creates operational liquidity risk for Customer. If Customer's liabilities to Marqeta are disputed, Marqeta may nonetheless apply Custodial Account funds pending resolution, subject to the limitation that the right operates only to the extent permitted by applicable law. This creates tension between Customer's operational funding needs and Marqeta's unilateral recovery mechanism. 3. JURISDICTION FLAGS: California law governs, and the UCC set-off provisions apply. For card programs operating in states with specific money transmission or custodial fund protections, the interaction between those state laws and this contractual set-off right warrants evaluation. The clause's qualification that it operates to the extent permitted by applicable law provides some limitation but does not specify the governing constraints. 4. CONTRACT AND VENDOR IMPLICATIONS: Treasury and cash management teams should assess the operational implications of Marqeta's continuous set-off right on Custodial Account minimum balance maintenance obligations. The agreement requires Customer to maintain the Minimum Program Funding Amount at all times, but the set-off right could reduce the account below this threshold, creating a compliance conflict. Vendor contracts with Marqeta should include provisions for advance notice of set-off actions where operationally feasible. 5. COMPLIANCE CONSIDERATIONS: Legal teams should assess whether the set-off right, as applied to cardholder-associated custodial funds, complies with applicable state money transmission regulations and the Issuer's regulatory obligations. The interaction between Section D(6)(d) set-off rights and Section D(7) post-termination fund return obligations should be mapped to confirm Customer's ability to recover remaining Custodial Account funds after wind-down.
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This provision authorizes Marqeta to apply funds from Customer's Custodial Account against outstanding Customer liabilities on a continuous basis without requiring a separate triggering event or court order. For card programs with active transaction volumes, the Custodial Account may contain operational funds required for cardholder settlements, and the set-off right could affect Customer's ability to maintain required minimum balances.
Under this clause, Marqeta holds a continuous contractual right to reduce or eliminate Customer's Custodial Account balance to satisfy amounts Customer owes Marqeta. Customer must submit written requests for the return of Custodial Account funds and is not authorized to initiate withdrawals directly.
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