Common use of Company Representations and Agreements; Indemnity Clause in Contracts

Company Representations and Agreements; Indemnity. Company represents to Bank and agrees that (i) each person shown as the Receiver on an Entry received by Bank from Company has authorized the initiation of such Entry and the crediting or debiting of its account in the amount and on the Effective Entry Date shown on such Entry, (ii) such authorization is operative at the time of transmittal, crediting or debiting by Bank as provided herein, (iii) Entries transmitted to Bank by Company are limited to the types of Credit Entries and Debit Entries set forth in Schedule E to this Exhibit, (iv) Company shall perform its obligations under this Exhibit in accordance with all Applicable Laws, (v) Company shall have each Merchant enter into an agreement with Company, in form and substance satisfactory to Bank and consistent with this Exhibit, under which the Merchant assumes the responsibilities of an Originator under the ACH Rules and an acknowledgment by the Merchant that Entries may not be initiated that violate the laws of the United States, and (vi) Company shall be bound by and comply with the ACH Rules as in effect from time to time, including, without limitation, the provision thereof making payment of an Entry by the RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such Entry; and specifically acknowledges that it has received notice of that ACH Rule and of the fact that, if such settlement is not received, the RDFI shall be entitled to a refund from the Receiver of the amount credited and Company shall not be deemed to have paid the Receiver the amount of the Entry.

Company Representations and Agreements; Indemnity. With respect to each and every Entry initiated by the Company, Company represents and warrants to Bank and agrees that (ia) each person shown as the Receiver on an and each Entry received by Bank from Company has authorized the initiation of such Entry and the crediting or debiting of its account in the amount and on the Effective Entry Date shown on such Entrybeen properly authorized, (iib) such authorization is operative at the time of transmittal, crediting transmittal or crediting/debiting by Bank as provided herein, (iiic) Entries transmitted to Bank by Company are limited to the those types of Credit Entries and or Debit Entries set forth in Schedule E to this ExhibitSection 11, Wire Transfer Requests: Transmittal of Entries By Company and Section 16, ACH Origination: Transmittal of ACH Entries By Company, (ivd) Company shall perform its obligations under this Exhibit Agreement in accordance with all Applicable Laws, (v) Company shall have each Merchant enter into an agreement with Company, in form applicable laws and substance satisfactory to Bank and consistent with this Exhibit, under which the Merchant assumes the responsibilities of an Originator under the ACH Rules and an acknowledgment by the Merchant that Entries may not be initiated that violate the laws of the United Statesregulations, and (vie) Company shall be bound by and comply with the ACH Rules as in effect from time to time, including, without limitation, the provision thereof making provisional payment of an Entry by the RDFI Receiving Depository Financial Institution to the Receiver is provisional until receipt by the RDFI Receiving Depository Financial Institution of final settlement for such Entry; and . Company specifically acknowledges that it has received notice of that ACH the Rule regarding provisional payment and of the fact that, if such settlement is not received, the RDFI Receiving Depository Financial Institution shall be entitled to a refund from the Receiver of the amount credited and Company shall not be deemed to have paid the Receiver the amount of the Entry. Company shall indemnify Bank against any loss, liability or expense (including attorneys’ fees and expenses) resulting from or arising out of any breach of any of the foregoing representations or agreements. It shall be the responsibility of the Company that the origination of ACH transactions and Wire Transfer requests comply with U.S. law. This includes, but is not limited to sanctions enforced by the Office of Foreign Assets Control (“OFAC”). It shall further be the responsibility of the Company to obtain information regarding such OFAC enforced sanctions (This information may be obtained directly from the OFAC Compliance Hotline at 800-540-OFAC.).

Company Representations and Agreements; Indemnity. With respect to each and every Entry transmitted by Company, Company represents and warrants to Bank PRIORITY and agrees that (i) each person shown as the Receiver on an Entry received by Bank PRIORITY from Company has authorized the initiation of such Entry and the crediting or debiting of its account in the amount and on the Effective Entry Date shown on such Entry, (ii) such authorization is operative at the time of transmittal, transmittal or crediting or debiting by Bank PRIORITY as provided herein, (iii) Entries entries transmitted to Bank PRIORITY by Company are limited to the those types of Credit Entries credit and Debit debit Entries set forth in Schedule E to this ExhibitSection MERCHANT INITIALS PROCESSOR INITIALS 6, (iv) Company shall perform its obligations under this Exhibit Agreement in accordance with all Applicable Lawsapplicable laws, (v) Company shall have each Merchant enter into an agreement with Companyregulations, in form and substance satisfactory orders, including, but not limited to, the sanctions laws, regulations, and orders administered by OFAC, laws, regulations, or orders applicable to Bank the FinCEN; laws applicable to the Unlawful Internet Gambling Enforcement Act, and consistent with this Exhibitany state laws, under which regulations, or orders applicable to the Merchant assumes the responsibilities providers of an Originator under the ACH Rules and an acknowledgment by the Merchant that Entries may not be initiated that violate the laws of the United Statespayment services, and (viv) Company shall be bound by and comply with the ACH provision of the Rules as in effect from time to time, including, without limitation, (among other provisions of the provision thereof Rules) making payment of an Entry entry by the RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such Entry; and entry. Company specifically acknowledges that it has received notice of that ACH Rule the rule regarding provisional payment and of the fact that, if such settlement is not received, the RDFI shall be entitled to a refund from the Receiver of the amount credited and Company shall not be deemed to have paid the Receiver the amount of the Entry.entry. Company shall indemnify PRIORITY against any loss, liability or expense (including attorney’s fees and costs) resulting from or arising out of any breach of any of the foregoing warranties, representations, or agreements. » Company bears all responsibility for its own employees’ actions while in Company’s employ. Company shall indemnify and hold harmless PRIORITY and its officers, directors, employees and agents, from and against any and all claims, demands, actions, losses, damages, liabilities, expenses, expenditures, and costs including but not limited to attorney’s fees and other costs of defense, including settlement costs, that relate to or result from (i) any material breach of Company’s representations and warranties contained herein, (ii) any alleged violation by Company of any applicable law, Rule or Regulation, or

Company Representations and Agreements; Indemnity. With respect to each and every Entry transmitted by the Company, the Company represents and warrants to Bank the Financial Institution and agrees that (ia) each person shown as the Receiver on an Entry received by Bank the Financial Institution from the Company has authorized the initiation of such Entry and the crediting or debiting of its account in the amount and on the Effective Entry Date shown on such Entry, (iib) such authorization is operative at the time of transmittal, transmittal or crediting or debiting by Bank the Financial Institution as provided herein, (iiic) Entries transmitted to Bank the Financial Institution by the Company are limited to the those types of Credit Entries and Debit Entries entries set forth in Schedule E to this ExhibitSection 4 (Transmittal of Entries by Company), (ivd) the Company shall perform its obligations under this Exhibit Agreement in accordance with all Applicable Lawsapplicable laws, regulations, and orders, including, but not limited to, the sanctions laws, regulations, and orders administered by OFAC; laws, regulations, and orders administered by FinCEN; restrictions imposed under the Unlawful Internet Gambling Enforcement Act; and any state laws, regulations, or orders applicable to the providers of ACH payment services, (ve) Company shall have each Merchant enter into an agreement with Company, in form and substance satisfactory to Bank and consistent with this Exhibit, under which the Merchant assumes the responsibilities of an Originator under the ACH Rules and an acknowledgment by the Merchant that Entries may not be initiated that violate the laws of the United States, and (vi) Company shall be bound by and comply with the ACH provision of the Rules as in effect from time to time, including, without limitation, (among other provisions of the provision thereof Rules) making payment of an Entry entry by the RDFI Receiving Depository Financial Institution to the Receiver provisional until receipt by the RDFI Receiving Depository Financial Institution of final settlement for such Entry; and entry. The Company specifically acknowledges that it has received notice of that ACH Rule the rule regarding provisional payment and of the fact that, if such settlement is not received, the RDFI Receiving Depository Financial Institution shall be entitled to a refund from the Receiver of the amount credited and the Company shall not be deemed to have paid the Receiver the amount of the Entry. The Company shall indemnify the Financial Institution against any loss, liability or expense (including attorneys’ fees and expenses) resulting from or arising out of any breach of any of the foregoing warrants, representation, or agreements, and (f) the Company agrees that the Entry will be the sole form of exchange of funds for the transaction. If the Company issues a second form of exchange of funds (e.g. checks, wire transfers) and both forms are paid, the Company will be responsible for both exchanges of funds, and it will be the Company’s responsibility to recover the funds from the Receiver. The Bank has a responsibility to monitor ACH originated activity for unusual or suspicious trends. Any such activity will be reported to a bank official and based on the risk factors the bank may present its findings to the Company. This may lead to the Bank conducting an audit of the Company’s process/procedures, which may ultimately lead to termination of the Company’s ACH origination authority and its depository relationship.

Company Representations and Agreements; Indemnity. The Company represents and warrants to Bank the Third Party Sender and Financial Institution all warranties the Third Party Sender and Financial Institution is deemed by the Rules, or applicable law or regulations, to make with respect to Entries originated by the Company. Without limiting the foregoing and without respect to each and every Entry initiated by the Company, the Company represents and warrants to Third Party Sender and Financial Institution and agrees that (ia) each person shown as Entry is accurate, is timely, and has been duly authorized by the Receiver on an Entry received by Bank from Company has authorized party whose account will be credited or debited, and otherwise complies with the initiation of such Entry and the crediting Rules or debiting of its account in the amount and on the Effective Entry Date shown on such Entry, applicable law or regulation; (iib) such authorization is operative at the time of transmittal, crediting or debiting by Bank as provided herein, (iii) Entries entries transmitted to Bank Third Party Sender and Financial Institution by Company are limited to the those types of Credit Entries credit and Debit debit Entries set forth in Schedule E ;(b) each debit Entry is for a sum which, on the settlement date with respect to this Exhibitit, will be owing to the Company from the party whose account will be debited, is for a sum specified by such party to be paid to the Company, or is a correction of a previously transmitted erroneous credit Entry; (ivc) the Company has complied with all prenotification requirements of the Rules; (d) the Company has and will comply with the terms of the Electronic Funds Transfer Act, if applicable, Uniform Commercial Code Article 4A, if applicable, as well as Federal Reserve Board Regulation J, if applicable, and shall otherwise perform its obligations under this Exhibit Agreement in accordance with all Applicable Laws, (v) Company shall have each Merchant enter into an agreement with Company, in form applicable laws and substance satisfactory to Bank regulations including the laws and consistent with this Exhibit, under which the Merchant assumes the responsibilities of an Originator under the ACH Rules and an acknowledgment regulations administered by the Merchant that Entries may not be initiated that violate the laws of the United States, OFAC; and (vie) Company shall be bound by and comply with the ACH Rules as in effect from time to time, including, without limitation, the provision thereof making payment of an Entry by the RDFI Receiving Depository Financial Institution to the Receiver provisional until receipt by the RDFI Receiving Depository Financial Institution of final settlement for such Entry; and . Company specifically acknowledges that it has received notice of that ACH Rule the Rules with regard to provisional payment and of the fact that, if such settlement is not received, the RDFI Receiving Depository Financial Institution shall be entitled to a refund from the Receiver of the amount credited and Company shall not be deemed to have paid the Receiver the amount of the Entry. The Company agrees to periodically provide financial information or authorization to verify the Company’s creditworthiness by an alternative means as may be deemed necessary by the Third Party Sender and Financial Institution. The Company does hereby agree to and shall indemnify, hold harmless and defend, without limitation, the Third Party Sender and Financial Institution from and against any and all demands, claims, loses, liability or expense (including attorney’s fee and costs) relating to, arising out of or involving any breach of the representations and warranties or set forth in this Agreement. The Company does hereby agree that the Third Party Sender and Financial Institution shall be by covenant indemnified, held harmless and defended by the Company, and shall be shielded from and against any and all claims for damages, of any nature and from any source, arising out of, relating to, or involving any breach of the representations, warranties, covenants or agreements set forth in this Agreement by the Company, or the failure of the Company to comply with the terms of this Agreement, the Rules, or any and all other applicable laws or regulations. The provisions of this Section 13 shall survive termination of this Agreement.

Company Representations and Agreements; Indemnity. (a) With respect to each and every Entry initiated by Company, Company represents and warrants to Bank Financial Institution and agrees that (ia) each person shown as the Receiver on an Entry received by Bank Financial Institution from Company has authorized the initiation of such Entry and the crediting or crediting/debiting of its account in the amount and on the Effective Entry Date shown on such Entry, (iib) such authorization is operative at the time of transmittal, crediting transmittal or crediting/debiting by Bank Financial institution as provided herein, (iiic) Entries transmitted to Bank Financial Institution by Company are limited to the those types of Credit Entries and Debit Entries set forth in Schedule E “A” attached hereto, as amended from time to this Exhibit, time (ivd) Company shall perform its obligations under this Exhibit Agreement in accordance with all Applicable Lawsapplicable laws and regulations, (v) Company shall have each Merchant enter into an agreement with Companyincluding the Electronic Fund Transfers Act and CFPB Regulation E, in form Texas Business and substance satisfactory to Bank Commerce Code Chapter 4A, and consistent with this Exhibit, under which the Merchant assumes the responsibilities of an Originator under the ACH Rules and an acknowledgment sanctions laws administered by the Merchant that Entries may not be initiated that violate the laws United States Department of the United StatesTreasury, Office of Foreign Assets Control, and (vie) Company shall be bound by and comply with the ACH Rules as in effect from time to time, including, without limitation, the provision thereof making payment of an Entry by the RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such Entry; and . Company specifically acknowledges that it has received notice of that ACH the Rule regarding provisional payment and of the fact that, if such settlement is not received, the RDFI shall be entitled to a refund from the Receiver of the amount credited and Company shall not be deemed to have paid the Receiver the amount of the Entry. Company shall indemnify defend, and hold Financial Institution (including its directors, officers, employees, and agents) harmless against any loss, liability or expense (including attorneys’ fees and expenses) resulting from or arising out of any breach of any of the foregoing warranties, representations, or agreements. (b) Company represents and warrants that each Entry provided to the Financial Institution complies in all respects with the Rules and this Agreement. Company acknowledges and agrees that, pursuant to the Rules, the Financial Institution makes certain warranties to the ACH Operator and other financial institutions and that such warranties are made in reliance on: (i) the representations and warranties of Company, including but not limited to those contained in this section of this Agreement and (ii) Company’s agreement to be bound by the Rules and applicable law. Company shall indemnify, defend, and hold Financial Institution (including its directors, officers, employees, and agents) harmless against any claims, alleged claims, loss, liability or expense (including attorneys’ fees and expenses) resulting directly or indirectly from, related to or arising out of: (i) any breach of Company’s warranties or this Agreement; (ii) Company’s failure to exercise ordinary care in connection with its duties hereunder; (iii) any action by the RDFI upon an unauthorized or erroneous Entry initiated by Company; (iv) any actions by a service provider or agent of Company that results in a breach of this Agreement by Company; (v) to the extent that it involves the Financial Institution, any litigation by an ACH Operator, an RDFI, or any Company Receivers asserting noncompliance on Company’s part with the Rules, laws, regulations or regulatory requirements. Without limiting the foregoing, Company further represents and warrants: (i) Each Entry is authorized pursuant to the Rules and the authorization has not been revoked; (ii) Each credit Entry is timely and accurate; (iii) Each debit Entry is (a) for a sum which, on the Settlement Date will be due and owing to Company from the party whose account will be debited, (b) is for a sum specified by such party, or (c) is to correct a previously transmitted erroneous credit Entry; (iv) No Entry has been reinitiated in violation of the Rules; (v) Company has used commercially reasonable procedures to verify that all information contained in an Entry, including but not limited to routing numbers, is accurate and valid. (vi) Company has all corporate power and authority to execute, deliver, and perform this Agreement.