Authentication and Security Procedures Clause Samples
The "Authentication and Security Procedures" clause establishes the requirements and protocols for verifying the identity of parties and protecting sensitive information within a contractual relationship. It typically outlines the methods to be used for authentication, such as passwords, multi-factor authentication, or digital certificates, and may specify responsibilities for maintaining the confidentiality and integrity of access credentials. This clause is essential for preventing unauthorized access, reducing the risk of data breaches, and ensuring that only authorized individuals can perform certain actions or access protected systems.
Authentication and Security Procedures. (a) A Written Direction must be delivered to Escrow Agent by one of the delivery methods set forth in Section 9 (Notices).
(b) Escrow Agent shall have no obligation or duty to act upon a Written Direction delivered to Escrow Agent for the disbursement of Escrowed Funds under this Escrow Agreement if such written Direction is not (i) in writing, (ii) signed by an Authorized Representative of the Company, and (iv) delivered to, and able to be authenticated by, the Escrow Agent in accordance with this Section 4.
(c) Escrow Agent is authorized to follow and rely upon any Written Direction delivered to Escrow Agent. Escrow Agent shall have no duty or obligation to verify that the person who signs the Written Direction on behalf of the Company is, in fact, duly authorized to give instructions on behalf of the Company other than to verify that the name and signature of the person signing the Written Direction appears to be the same as the name and signature of an Authorized Representative of the Company as set forth on Exhibit C hereto. The Company acknowledges and agrees that it is fully informed of the protections and risks associated with the various methods of transmitting a Written Direction to Escrow Agent, and that there may be more secure methods of transmitting a Written Direction other than the method selected by the Company (such as, for example, to deliver the Written Direction to Escrow Agent in-person). Escrow Agent shall have no responsibility or liability for any losses or damages of any nature that may arise from (i) any action taken or not taken by Escrow Agent in reliance on a Written Direction, (ii) as a result the Company’s reliance upon or use of any particular method of delivering instructions to Escrow Agent, including the risk of interception of such instruction and misuse by third parties, or (iii) any officer or Authorized Representative of the Company named in an incumbency certificate or Exhibit C delivered hereunder prior to actual receipt by Escrow Agent of a more current incumbency certificate or an updated Exhibit C, and a reasonable time for Escrow Agent to act upon such updated or more current certificate or Exhibit.
(d) The Company and Escrow Agent hereby agree that the following security procedures shall be used to verify the authenticity of a Written Direction delivered to Escrow Agent under this Escrow Agreement:
(i) The Written Direction must include the name and signature of an Authorized Representative of the Company. The...
Authentication and Security Procedures. We reserve the right to deny access to the Service or reject a transaction on your account(s) without notice to you if we believe that there is risk of unauthorized, illegal, or fraudulent activity. You agree that we may, in our sole discretion, require verification of user identity, in a manner satisfactory to us, at any time before allowing access or login to the Service or before authorizing an online transaction from an account. Such verification may be in any form we determine appropriate and may include, without limitation: 1) verification of Username/Member Number, PIN or password; 2) verification of personal information contained in Credit Union records; 3) correct response to previously submitted personal questions, sometimes referred to as “security” or “challenge” questions; 4) correct response to questions devised from public records and consumer reporting agencies on subjects only the user likely would have personal knowledge, sometimes called “out of wallet” or “knowledge based authentication” questions; 5) verification of online activity by simultaneous contact through a non-online channel, sometimes