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Covenants, Representations and Warranties of Customer. Customer covenants, represents and warrants that:
<br />i. Customer (A) is not identified on the OFAC List, (B) is not foreign-based, and (C) has no
<br />foreign-based affiliates that provide any payment processing services using a Regions Account.
<br />ii. Customer shall not provide payment processing services to, traosmit payments to, employ
<br />or subcontract with, or otherwise conduct business with any individual, entity or country identified on the OFAC
<br />List. Customer shall implement and comply with internal policies and procedures reasonably designedto assure
<br />that Customer meets this obligation, including without limitation procedures to screen against the OFAC List. In
<br />the event Customer determines that, notwithstanding its policies and procedures, Customer has conducted
<br />business with any individual, entity or country identified on the OFAC List, Customer shall notify Bank as soon
<br />as practicable, but in any event no less than five (5) days of making this determination.
<br />iii. Customer does not and shall not contract with any third party to procure new Client
<br />relationships (i.e. an Independent Sales Organization (also referred to as an ISO) or gateway arrangement).
<br />iv. Customer has secured and will maintain any licenses, permits, registrations or other
<br />authorizations (a "License') from the applicable governmental authorities that Customer must have in order to
<br />provide its payment processing services in compliance with Applicable Law. Upon request, Customer will
<br />provide Bank with a copy of the License for each jurisdiction in which Customer does business or an opinion of
<br />counsel acceptable to Bank that no License is required in that jurisdiction.
<br />g) Audit, Monitoring and Compliance.
<br />i. Customer acknowledges that Bank is subject to examination and audit by Regulatory
<br />Agencies. Customer further acknowledges that such federal and state Regulatory Agencies having supervision
<br />over Bank may require access to Customer's facilities in order to examine, audit, or investigate the compliance
<br />of this Addendum with all Applicable Laws. Customer agrees to cooperate fully with respect to all such
<br />examinations, audits, and investigations. Customer agrees to notify Bank as soon as practicable of any formal or
<br />informal request by any Regulatory Agencies having supervision over Bank to examine records pertaining to
<br />Bank, Clients, or this Addendum, if Customer is not prohibited by law from notifying Bank.
<br />H. To the fullest extent permitted by Applicable Law, Customer shall notify Bank promptly
<br />if' (A) Customer learns that any governmental agency believes or suspects that this Addendum or any act or
<br />omission of Bank or Customer in connection with or pursuant to this Addendum may violate any Applicable
<br />Laws; (B) Customer leams that any person, entity, or governmental agency is contemplating private action or
<br />enforcement action of any kind against Customer or Bank in connection with this Addendum or the payment
<br />processing services that Customer provides to Clients; (C) Customer learns of a data breach involving Customer's
<br />or any of its agents' systems used for payment processing, in which case Customer shall notify Bank within
<br />twenty-four (24) hours of learning of the breach; (D) Customer experiences a material adverse change in its
<br />financial condition; or (L) Bank (either through its own representatives or by employing third parties at any time
<br />and upon reasonable prior written notice, shall have the right to audit and examine () Customer's compliance
<br />with this Addendum any and all Applicable Laws, which may include access to Customer's premises or facilities,
<br />and (ii) Any Client's compliance with the NACHA Rules, as provided more fully in Subsection h below.
<br />h) Initiation of ACff Entries On Clients' Behalf. Customer agrees that, if it initiates ACH Entries for Clients,
<br />Customer is considered a Third Party Sender and agrees to be bound by the terms of this Section. Teras capitalized in this Section shall
<br />have the meaning provided in the Agreement or the NACHA Rules.
<br />i. By initiating an Entry on behalf of a Client, Customer authorizes Bank to initiate the Entry
<br />on that Client's behalf to the Raxiver's account.
<br />ii. Customer confirm its agreement to be bound by the NACHA Rules, and agrees to comply
<br />with all of its provisions regarding Third Party Senders, including, but not limited to, the requirements for
<br />Customer. (A) to provide Bank, within two (2) days of Bank's request, with any information that Bank reasonably
<br />considers necessary to identify each Originator for which Bank transmits entries, (B) to make payment to Bartle
<br />for all Credit Entries initiated and for all Debit Entries that are retuned by the RDFI, (C) to retain and to deliver
<br />to Bank upon request any records, documentation and other data regarding any Entries that Customer initiated as
<br />a Third Party Sender, and (D) not to initiate Entries that the laws of the United States or any Applicable Laws.
<br />iii, Customer agrees to comply with any restrictions that Bank has placed on the types of
<br />Entries that Customer may initiate on behalf of Clients.
<br />iv. Customer agrees that, before initiating any Entry on a Client's behalf Customer will have
<br />entered into an agreement with that Client which satisfies the requirements of the NACHA Rules (an "Originator
<br />Agreement"). Among other requirements, the Originator Agreement must provide that the Client (A) agrees to
<br />be bound by the NACHA Rules and to assume the responsibilities of an Originator under the NACHA Rules; (B)
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