02/07/2017 (4) - Laserfiche WebLink

Home Browse Search

such claims Customer agrees to hold Bank harmless from any and all legal actions, damages, and costs, including but not limited to late fees, fees charged by other banks, interest, legal fees, or penalties, including penalties imposed by the U.S. Government or any other governmental entity with respect to ACH tax payments. ii. Bank shall not be liable to Customer or any party if Bank suspends transactions according to the Prefunding procedures outlined herein if Customer's Account receives, on the day of deletion of the Credit File(s), sufficient funds which Bank is not aware of because Bank has not had a reasonable opportunity to post such intra -day deposits or credits. Bank's Prefunding procedure is based on Customer's opening available balance in Customer's designated Account. iii. Customer acknowledges that the Rules provide guidelines for the timeliness of submission of ACH Entries relative to the Effective Entry Date. and that Customer's failure to follow such guidelines may result in Bank's baying insufficient time to perform the Prefunding procedures described herein. In such case. Customer will be solely Iiable for any claims, losses, actions, or penalties arising from Bank's rejection of Customer's Entries. d) Notices. Bank shall notify Customer in the event a Credit File(s) has been deleted due to Customer's failure to satisfy Prcfunding requiremerds. In an effort to minimize the consequences to Customer of deletion of a Credit File(s), Bank, while not obligated to do so, shall use reasonable efforts to contact Customer by telephone or other means to advise Customer of such balance deficiency. Bank encourages Customer to monitor Account activity proactively and to contact Bank immediately if it appears transactions have not been processed according to Customer's expectation. 9. Customer Warranties. Customer warrants to Bank that for each Entry Customer submits to Bank for processing, (1) Customer has obtained all authorizations from the Receiver which are required by the Rules, by Regulation E or other applicable law and the Agreement and such authorizations are still valid and have not been revoked by operation of law or otherwise; (2) if required to be in writing. Customer will retain all such authorizations for a period of six years after their termination or revocation, or for such longer period as may be required by the Rules or applicable law, and provide a copy to Bank, upon request, within five days; (3) each Entry has been submitted with Customer's authorization and in accordance with all terms of the Agreement, including applicable security procedures and Prefunding requirements; (4) eadh Entry is for an amount which, as ofthe Settlement Date, will be due and owing, has been specified tobe paid or is a correction of a previously transmitted erroneous Entry; and (5) each Entry also conforms in all other respects to the Rules and applicable law. Customer hereby indemnifies and agrees to defend Bank against and hold Bank harmless from any liability arising out of Customer's breach of the warranties in this section, the Rules or of any other provision of the Agreement or any act or omission of Customer or any other person acting on Customer's behalf 10. Additional Customer Warranties and Amements for Selected Standard Entry Classes. NACHA, in its role of ensuring the safety, security, and viability of the ACH network has determined that certain single -use or limited -use consumer authorizations have the potential to increase risk in the ACH system and compromise system effectiveness by increasing the incidence ofreturned entries. Therefore, to qualify as an Originator of such Entries Customer hereby warrants to Bank that for each such ACH- Entry submitted for processing, Customer has obtained all authorizations from the Receiver as required by the Rules, by Regulation B or other applicable law, and the Agreement Customer also makes the additional warranties to Bank that Bank makes to each RDFI and ACH Operator trader the Rules for the respective SEC codes for Entries originated by Customer. Customer hereby indemnifies and holds Bank harmless from any liability arising out of Customer's breach of these warranties. 11. Security Procedures. In addition to, and without limiting the generality of, the security procedure provisions in the General Terms, Customer agrees to implement and comply with any and all security procedures for Service transactions that are agreed to between Customer and Bank, and Customer acknowledges and agrees that such security procedures are commercially reasonable security procedures under applicable law for the transactions and activity Customer intends to effect through the Service. Customer further agrees as follows with respect to the following ACH initiation channels: a) Direct On-line Transmission: Customer shall provide Bank one or more email addresses, as Bank may require (each such email address, a "Confirmation Email Address"), with respect to which such representatives of Customer who are authorized by Customer both to authenticate Service transactions and to cancel the execution of Service shall have access. Customer shall be solely responsible for determining which of Customer's representatives shall have access to any Confirmation Email Address and for establishing Customeds own internal procedures and policies for access to and use of any Confirmation Email Address and for acting upon Confirmation Notices (as hereinafter defined). Customer represents, warrants, and agrees that no person who is not authorized by Customer both to authenticate Service transactions and to cancel the execution ofServicc transactions on behalfofCustomer shall have access to any Confirmation Email Address. As soon as practicable after receiving 19 of 29 P58