Common use of Authorization Changes Clause in Contracts

Authorization Changes. You agree that the Primary Administrator or a user with setup and approval rights may initiate and/or verify Wire Requests with Bank. Changes made by you to any information supplied to Bank, or any changes in the designated account numbers, shall not be binding upon Bank until Bank has received actual written notice of the changes at the address of Bank designated in this Agreement and has had reasonable time to implement them. Security Procedures for Online Wire Transfers You agree that our Wire Security Procedures stated in this Agreement and in the Appendix are commercially reasonable. You agree that more restrictive Wire Security Procedures could be offered, but in light of the burden of additional Wire Security Procedures, you have carefully considered the Wire Security Procedures and in light of the risks that you assume under this Agreement, they are reasonable procedures to protect against unauthorized access to the Wire Services. Bank and the Customer will follow the Wire Security Procedures to detect unauthorized Payment Orders prior to execution of such Payment Orders by Bank. The Wire Security Procedures are designed solely for the purpose of verifying the origination of Payment Orders and not for the detection of errors. The Wire Security Procedures offered by Bank are available only if Customer transmits Payment Orders directly by electronic means. Access to funds transfer services may be controlled through the use of Customer IDs, user Ids, passwords and other security devices. If such a Wire Security Procedure is so assigned or otherwise offered, Customer shall use or cause such security device to be used when submitting any and all Payment Orders to Bank. If such a security device is so assigned or offered and a Payment Order uses the identifying number, code or other security device, Bank may rely solely on the security device as conclusive identification of the sender. Customer is solely responsible for maintaining its own internal security and agrees to use the utmost care in selecting any company or individual given access to use this Service. Customer shall not disclose any information regarding the Service of the Wire Security Procedures that an unauthorized user would find helpful to obtain access to this Service. If a Payment Order received by Bank purports to have been transmitted or authorized by Customer and Bank has acted in compliance with the Wire Security Procedures with respect to such Payment Order, such Payment Order shall be deemed effective as Customer's Payment Order, and Customer shall be obligated to pay to Bank the amount of such Payment Order. You acknowledge that we reserve the right to change our Wire Security Procedures from time to time. In addition to the Wire Security Procedures set forth herein or in the Appendix, Bank reserves the right to call one of Customer’s authorized users, for any reason in Bank’s sole discretion, in connection with the Wire Services. Customer understands and agrees that Bank may suspend or temporarily hold any requested transaction until Bank receives confirmation from Customer of the transaction instructions. It is recommended that you require dual control of your internal wire transfer functions (i.e., more than one individual in your organization must initiate and approve wire transfer requests) to maintain a higher level of security. The lack of dual controls allows a single individual within your organization to initiate and release Wire Requests without other approval, oversight, or secondary controls. You understand and agree that we shall not be liable for any losses stemming in whole or in part from your decision to forego dual control of wire transfer functions. Reverse Wire Transfers Your ability to access reverse wire transfers and wire drawdowns is subject to a separate agreement with the Bank. Representations and Warranties Customer and we each represents and warrants to the other, as of the date this Agreement is entered into and at the time any Service is used or performed, that: (a) it is validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has all requisite power and authority to execute and deliver, and to perform its obligations under, this Agreement and each Service used or performed by it; (c) this Agreement has been duly authorized and executed by it and constitutes its legal, valid and binding obligation; and (d) any consent or authorization of any governmental authority or third party required to be obtained by it in connection with this Agreement or any Service used or performed by it has been obtained. We make no representation or warranty, express or implied, and disclaims all warranties as to the merchantability, fitness for a particular purpose or suitability of any services for Customer, or as to the compatibility of our software, equipment or communication interfaces with those of Customer.