2016-204 - Laserfiche WebLink

Home Browse Search

A TRUE COPY CERTIFICATION ON LAST PAS J.R. SMITH, CLERK "Bank Internet System Appendix" means the Customer can obtain information on Bank's current cut-off agreement issued by Bank that governs Customer's use of time(s) for Service(s) by reviewing the relevant Service's the Bank Internet System. Setup Form(s), as applicable, or by calling Treasury Management Services Support at 1-866-475-7262, or by "Business Day"has the meaning given to it in contacting Customer's Treasury Management Services the Account Agreement. Representative.Instructions received after a cut-off time or on a day other than a Business Day will generally be "Calendar Day"has the meaning given to it in deemed received as of the next Business Day. the Account Agreement. 2.9 Except for the Service Fees (as "Primary Account" means the Account further defined in Section 4.2 of this Agreement) designated by Customer to which any direct Service fees and scope of included Services applicable to the due Bank may be charged in accordance with this Term of the Contract as further described in Agreement. Unless otherwise agreed upon in writing by Section 14 of this Agreement, Bank may make Bank,the address for Customer associated with the Primary changes to this Agreement and any Appendix at any time Account shall be the address to which all notices and other by providing notice to Customer in accordance with the communications concerning the Services may be sent by terms of this Agreement or as may be required by applicable Bank. law. Notwithstanding anything to the contrary herein, any Appendix that provides for an alternative form and method "Substitute Check"has the meaning given to it in for making changes to such Appendix and for providing Section 3(16) of the Check Clearing for the 21" Century notice of the same shall govern for that Service. Further, Act("Check 21"),P.L.108-100,12 U.S.C.§5002(16). notwithstanding anything to the contrary in the Contract or in any Appendix, if Bank believes immediate action is 2. The Services. necessary for the security of Bank or Customer funds,Bank may immediately initiate changes to any security 2.1 Bank shall provide to Customer, procedures associated with the Services and provide subject to this Agreement and the applicable Appendix,all prompt subsequent notice thereof to Customer. Cash Management Services that Customer may request and that Bank may approve from time to time. Bank shall not 2.10 In connection with this Agreement and be required to provide any Services specified in an the Services, Customer agrees that it shall present, and Appendix unless Customer also provides all information Bank shall have a duty to process, only Substitute Checks reasonably required by Bank to provide to Customer the that are created by financial institutions; provided, Service(s)specified therein. however, that this limitation shall not apply to Substitute Checks created with data from Customer pursuant to any 2.2 Customer, through its Authorized Appendix for Services involving the creation of electronic Representative, may use the Services solely in accordance check images using check conversion technology. with the terms and conditions of this Agreement and the related Appendices. 3. Covenants,Representations and Warranties. 2.3 With the exception of scheduled off- 3.1 Customer represents and warrants that peak downtime periods, Bank shall make all reasonable the individual(s) executing this Agreement and any other efforts to make the Services available to Customer each agreements or documents associated with the Services Business Day. has/have been authorized by all necessary Customer action to do so,to issue such instructions as may be necessary to 2.4 Access to on-line or Internet-based carry out the purposes and intent of this Agreement and to Services may be denied for various reasons, including if enable Customer to receive each selected Service. Each invalid Access Devices are used or if the user exceeds the Authorized Representative whom Customer permits to number of invalid attempts allowed by Bank. access and use the Services is duly authorized by all necessary action on the part of Customer to (i) access the 2.5 Customer is authorized to use the Account(s) and use the Services; (ii) access any Services only for the purposes and in the manner information related to any Account(s) to which the contemplated by this Agreement. Authorized Representative has access; and (iii) engage in any transaction relating to any Account(s) to which the 2.6 Customer agrees to cooperate with Authorized Representative has access. Bank,as Bank may reasonably request,in conjunction with the performance of the Services. 3.2 Bank may unconditionally rely on the validity and accuracy of any communication or transaction 2.7 Customer agrees to comply with the made, or purported to be made, by an Authorized Rules,as they may be amended from time to time by Bank. Representative and in accordance with the terms of this Agreement. 2.8 A number of Bank's Services are subject to processing cut-off times on a Business Day. 3.3 Customer shall take all reasonable measures and exercise all reasonable precautions to prevent the unauthorized disclosure or use of all Access Devices associated with or necessary for Customer's use of the 3 of 58 0916