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promptly shall destroy original checks upon the expiration of the Retention Period. Upon Bank's request at any time, and from time to time,
<br />Customer shall confirm in writing (i) the duration of the Retention Period that has been established by Customer and (ii) that all original checks
<br />with respect to which the Retention Period has expired have been destroyed by Customer.
<br />9. Image Quality. Each image of a check scanned by Customer and transmitted to Bank (an "Image") through the Service shall be ofsuch
<br />quality that the following shall be clearly be readable by sight review. the front of the check, the back of the check, the amount of the check the
<br />payee, the drawer's signature, the date, the check number, the information identifying the drawer and the paying bank that is preprinted on the
<br />check, including the MICR line, and other information placed on the check prior to the time an image ofthe check is captured, such as any required
<br />identification written on the front of the check and any endorsements applied to the back of the check. Images shall also meet any standards for
<br />image quality established by American National Standards Institute (ANSI), the Board of Governors of the Federal Reserve, or any other regulatory
<br />agency, clearing house or association.
<br />10. Receipt of File Customer agrees that Customer shall remain liable for and that Bank shall not be accountable to Customer for any files
<br />and/or Images that are not received by Bank, or for any files and/or Images that are intercepted or altered by an unauthorized third party. Customer
<br />agrees that Bank has no obligation to accept any file and therefore may reject any file or Images submitted by Customer. Bank has no obligation
<br />to notify Customer ofthe rejection of any file or Image. Bank shall have no liability to Customer for rejection of any file or Image or for failure to
<br />notify Customer of a rejection. Upon receipt of a file submitted by Customer, Bank shall examine the file and the Images for accuracy and
<br />completeness and to verify that Customer has followed Bank's required procedures. If Customer has not followed Bank's procedures or if errors
<br />exist in the data or the images contained in the tile, Bank, in its sole discretion, may either reject the file or correct the errors and accept and process
<br />the file. As a means of correction, Bank may credit Customer's account for the full amount of the deposit and make any necessary adjustments to
<br />correct errors. Bank also may, at its option, perform a risk management analysis of any file submitted by Customer to detect potentially fraudulent
<br />items, and, in Bank's sole discretion, may reject the file. If atter examination of a file and Images Bank determines that Customer has processed
<br />and transmitted the file in accordance with Bank's required procedures, the file is balanced and contains no errors, and the Images meet the
<br />requirements of the Service, then Bank shall accept the file for deposit to Customer's account. Upon acceptance of a file, Bank shall electronically
<br />notify Customer of receipt and acceptance of the file.
<br />11. Funds Availability. Upon acceptance of a file for deposit, Bank shall provisionally credit Customer's account Notwithstanding the
<br />acceptance by Bank of Customer's file for deposit, Customer shall remain liable to Bank for any errors, inaccuracies, breach of warranties and any
<br />other loss sustained by or claim made against Bank on the part of any party. Customer agrees that check images transmitted using the Service sad
<br />the funds represented by the checks are not subject to the funds availability requirements ofReg CC. Subject to the requirements of applicable law
<br />or regulation, and subject to the terms of the deposit agreement governing Customer's account, funds from any check transmitted through the
<br />Service will be available after final payment with respect to the check is made by the drawee of the check, and any credit of funds to Customer's
<br />account before that time is provisional; provided, however, that Bank reserves the right, in any event, to withhold or delay the availability of any
<br />funds for such time periods as Bank may determine in order to mitigate risk of error, fraud, or other loss to Bank. If Bank determines to withhold
<br />or delay the availability of funds, Bank may provide Customer notification of such determination, but Bank is not obligated to do so. Customer
<br />agrees that Bank may provide such notification by any means or method to which Customer has agreed in connection with Customer's account or
<br />the Service, including (without limitation) by electronic communication. Bank also reserves a right of chargeback to Customer's account in the
<br />event of any dishonor or nonpayment by the drawee institution, and Bank reserves the right to charge all applicable fees in the event of such
<br />dishonor or nonpayment and/or any resulting chargeback (including, but not limited to, returned deposit item fees and overdraft fees). In Baak's
<br />discretion, Bank may charge back any returned item to Customer's account in the form of an electronic or paper reproduction of the original item
<br />or a substitute check, or by any other lawful means.
<br />12. Collection of Items. Bank, in Bank's sole discretion, shall determine the manner in which Images shall be presented for payment to the
<br />drawee bank. Lilcewise, Bank, in Bank's sole discretion, shall select the clearing agents used to collect and present the Images, and Bank's selection
<br />of the clearing agents shall be binding on Customer as though Customer had directly appointed such agents. Bank shall not be liable for the
<br />negligence or other misconduct of any clearing agent. Customer agrees to be bound by any agreements entered into by and between Bank and any
<br />clearing agents, and Customer agrees to be bound by all applicable clearing house rules and regulations. Collection of checks deposited through
<br />the Service is also subject to the terms of the deposit agreement governing Customer's account
<br />13. Return Items. If any item deposited by Customer through the Service is dishonored and returned unpaid by the drawee bank, Customer
<br />understands and agrees that Bank may charge back the amount ofthe item to Customer's account in the form of an electronic or paper reproduction
<br />of the original item or a substitute check, or by any other lawful means. Unless otherwise instructed by Bank, Customer agrees not to deposit the
<br />original check that corresponds to any rejected or unpaid item that has previously been deposited through the Service.
<br />14. Contingency Plan. Customer agrees that in the event that Customer is not able to capture, balance, process, or otherwise transmit a file
<br />to Bank for any reason, including but not limited to communications, equipment or software outages, interruptions or failures, Customer win
<br />transport the physical checks and deposits to the closest office of Bank and deposit the original checks with Bank until such time that the outage or
<br />other interruption can be identified and resolved. The deposit of original checks at an office of Bank without any use ofthe Service shall be subject
<br />to the terms and conditions of the deposit agreement governing Customer's account, and not by the terms and conditions of this Article, the General
<br />Terms, or the Service.
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