Common use of Company Representations, Agreements, and Warranties Clause in Contracts

Company Representations, Agreements, and Warranties. Company represents that all information provided in the enrollment process and this Agreement is correct and complete. Company agrees to notify Processor in writing of any changes to the information in the Agreement. Company is liable to Processor for all losses or expenses incurred by Processor arising out of Company's failure to report changes. Company agrees to provide notice to the check writer or Receiver at the point of sale, on an invoice, in a service agreement, or other acceptable location. The notice language will be provided to the Company by the Processor. When applicable, Company agrees to complete a Return Item Authorization form, provided by Processor, and will forward to the Financial Institution(s) utilized by the Company so that all returns will be forwarded to Processor after first presentation. If Company accepts payment directly, it is the responsibility of the Company to mark the item appropriately within the solution immediately. Company will be responsible for resolving any issues and fees, including return item bank fees, arising from accepting payments on items that have already been paid or have already been sent for payment through the Representment system. Company acknowledges and agrees by virtue of acceptance and participation in this service that: a. Processor is not acting as an insurer of items or as a collection agency. b. Processor is providing access to an automated software program to be used by the Company for the purpose of allowing Company to electronically represent their returned or dishonored items. c. Processor will oversee the software’s operation and provide the secured hosting that the software runs on, but any activity that occurs outside of the software’s function is the responsibility of the Company. d. Data processing entails the risk of human and machine errors, omissions, delays and losses, including inadvertent loss or misstatement of data that may give rise to loss or damage and Processor shall not be liable for any errors, or unintentional negligence or misconduct. e. Processor shall not be responsible for delays in receipt of Company information or processing of Company information because of causes beyond its reasonable control, including, without limitation, failures or limitations on the availability of third party telecommunications or other transmission facilities, including (if applicable) the Company's failure to properly enter and/or transmit information. f. Processor, or Processor affiliate, will retain the right to complete their check recovery process for all returned check items forwarded to Processor prior to any termination.

Company Representations, Agreements, and Warranties. While it is intended that checks endorsed as described above will be returned to Processor’s account at Processor’s Financial Institution, rather than Company’s depository account(s), Company represents recognizes and understands that all information provided in there may still be some checks that are returned to Company’s depository account(s) notwithstanding the enrollment process and this Agreement is correct and completeendorsement verbiage directing returned checks to be returned to Processor. Company agrees understands that Processor makes no warranty that returned items will in fact be returned to notify Processor in writing of any changes to the information in the Agreement. Company is liable to Processor for all losses or expenses incurred by Processor arising out of Company's failure to report changes. Company agrees to provide notice to the check writer or Receiver at the point of sale, on an invoice, in a service agreement, or other acceptable location. The notice language will be provided to the Company by the Processor. When applicable, Company agrees to complete a Return Item Authorization form, provided by Processor, and Processor will forward to the Financial Institution(s) utilized by the Company so that all returns will be forwarded to Processor after first presentation. If Company accepts payment directly, it is the responsibility of the Company to mark the item appropriately within the solution immediately. Company will not be responsible for resolving any issues and fees, including return item bank fees, arising from accepting payments on items that have already been paid or have already been sent for payment through the Representment systemreturned to Company’s depository bank(s). Company acknowledges further represents to Processor and agrees by virtue of acceptance and participation in this service that: a. Company shall take all precautions necessary to protect any endorsement instruments from unauthorized use or theft. In the event the endorsement instruments are used in an unauthorized manner, Processor shall make reasonable efforts to notify the Company of such unauthorized use, but is not acting as an insurer of items or as a collection agencyrequired to, nor is responsible for, said returned checks to Company. b. Company is solely responsible for any losses incurred in the unauthorized use of the endorsement instruments and Company will promptly reimburse Processor is providing access to an automated software program to be used by the Company for the purpose of allowing Company to electronically represent their said returned or dishonored itemschecks. c. Processor will oversee Any and all liability incurred due to the software’s operation and provide the secured hosting that the software runs on, but failure of Company in protecting any activity that occurs outside of the software’s function is the responsibility of endorsement instrument shall reside solely with the Company. d. Data Should Company learn or discover the misuse of the endorsement instrument, Company will promptly notify Processor, but final liability shall still remain with the Company. e. Company understands that data processing entails the risk of human and machine errors, omissions, delays and losses, including inadvertent loss or misstatement of data that may give rise to loss or damage and Processor shall not be liable for any errors, or unintentional negligence or misconduct. e. f. Company understands that Processor does not guarantee the accuracy or completeness of the return, the return information, or the quality of any return image, made available to Company. g. Upon termination, Company agrees to immediately cease using Processor’s endorsement verbiage, or any endorsement instruments. Company shall not be responsible for delays in receipt of Company information or processing of Company information because of causes beyond its reasonable control, including, without limitation, failures or limitations on any returns received by Processor following the availability of third party telecommunications or other transmission facilities, including (if applicable) the Company's failure to properly enter and/or transmit informationtermination date. f. Processor, or Processor affiliate, will retain the right to complete their check recovery process for all returned check items forwarded to Processor prior to any termination.