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15. Warranties, With respect to each check or item deposited by Customer through the Service or collected or presented for payment as a
<br />result of Customer's use of the Service (any such check or item, or any electronic derivative thereof:, being hereinafter referred to as an item"),
<br />Customer represents and warrants to Bank and agrees as follows:
<br />(a) The ]tem is authorized by this Article and the deposit agreement governing Customer's account
<br />(b) 'Customer is aperson entitled to enforce the Item.
<br />(c) All signatures on the Item are authentic and authorized
<br />(d) The Item is not a counterfeit item.
<br />(e) The Item has not been altered
<br />(f) The Item is not subject to a defense or claim in recoupment of any party that can be asserted against Customer.
<br />(g) Customer has no knowledge of any insolvency proceeding commenced with respect to Customer, or in case of an unaccepted
<br />Item, the drawer, and any returned Item is enforceable against the Customer and the drawer of the Item.
<br />(h) Customer is not a consumer, and the Service shall be used forbusiness purposes only.
<br />n The Image of the Item transmitted by Customer to Bank contain an accurate representation of the front and the back of each
<br />Item, and the Image complieswith the requirements of the Service, this Article, and the General Terms.
<br />�) Customer will not create duplicate Images of the Item. Customer will not transmit any duplicate Images or files to Bank.
<br />Customer will not deposit or otherwise negotiate the original Item from which the Image was created No subsequent
<br />transferee, including but not limited to Bank, a collecting or returning bank, drawer, drawee, payee or endorser, will be asked
<br />to pay the original Item from which the Image was created or a duplication (whether paper or electronic, including ACH
<br />entries) of the Item.
<br />(k) No subsequent transferees of the Item, including but not limited to Bank, a collecting or retuming bank, drawer, drawee,
<br />payee or endorser, shall sustain a loss as the result of the fact that the an Image ofthe Item was accepted by Bank for deposit,
<br />presented for payment or returned instead of the original Item,
<br />(t) Neither the Image of the Item nor the file in which it was transmitted to Bank contains computer viruses or other harmful,
<br />intrusive, or invasive codes.
<br />(m) Customer shall defend, indemnify and hold Bank harmless from and against any and all claims, losses, liability, costs, and
<br />expenses (including, without limitation, reasonable attorneys' fees) arising from the breach of Customer's warranties,
<br />representations, and/or agreements and obligations under this Article, which agreement shall survive the termination of this
<br />Article.
<br />Article IL ACK Service
<br />1. Statement of Service. This Article states the terms and conditions on which Bank will receive, process and distribute ACH files
<br />originated by Customer. Additional terms and procedures for the use of ACH Services may he set forth in other documentation provided by Bank,
<br />including any applicable Customer profile and Service Schedule (such other documentation is referred to herein as the "Documentation"). All such
<br />Documentation is hereby incorporated by reference and made apart hereof Customer's use of any ACH Service constitutes Customer's acceptance
<br />of and agreement to the terms and provisions of all Documentation for such Service, and Customer acknowledges and agrees that such
<br />Documentation constitutes part of the agreement between Customer and Bank for the provision of the Services. In the event of a conflict between
<br />the terms of this Article, the General Terms and those of any Documentation, the Documentation shall govern and control with respect to the
<br />Service issue in question This Article, the Documentation, and the General Terms are sometimes collectively referred to herein as the "Agreement."
<br />2. Customer Compliance. Customer acknowledges it has a copy or has access to a copy of the Operating Rules ("Rules") of the National
<br />Automated Clearing House Association ("NACHA"). The Rules may be purchased online at www nacha.org under the publications tab. Customer
<br />agrees to comply with and be subject to the Rules of NACHA in existence at the date of this Agreement, and any amendments to these Rules made
<br />from time to time. Customer agrees to comply with all applicable federal and state laws and regulations governing transactions to be performed
<br />hereunder. as the same may from time to time be amended, including (without limitation) the Electronic Fund Transfer Act, 15 U.S.C. 1693 et seq.,
<br />Federal Reserve Board Regulation E, 12 C.F.R. 205 et seq., and Federal Reserve Board Regulation 3, 12 C.F.R. 210 et seq. Customer agrees that
<br />it shall originate only Entries that would complywith the laws ofthe United States, including, without limitation, the anti -terrorism and anti -money
<br />laundering programs administered by the U.S. Treasury Department's O6ce of Foreign Asset Control. Customer acknowledges that the additional
<br />compliance review necessary for any international ACH transactions could result in possible delays inprocessing and settling such transactions.
<br />3. Originator Identification Number. The Originator Identification Number uniquely identifies Customer on Bank's operating systems and
<br />within the ACH network. In all cases where the Rules call for the use of an Originator Identification Number in an ACH transaction, Customer
<br />agrees to use the Originator Identification Number assigned by Bark and no other.
<br />4. Originatinr_Entries. Customer may originate ACH Credit or Debit Entries which conform to the format requirements contained in the
<br />Rules and in the Documentation for the specific service. Customer shall initiate the debit or credit Entries designated in Secifon I of the Service
<br />Schedule. Customer agrees to send Bank ACH Credit Entries not later than two business days prior to the Effective Entry Date. This is Bank's
<br />deadline for receipt of ACH Credit Entries. If Customer fails to meet this deadline, funds may not be available for the Receiver on the Effective
<br />Entry Date. Customer also agrees to complywith all of the obligations of an Originator under the Rules.
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