Compliance with Security Procedures. If an Entry (or request for cancellation or amendment of an Entry) received by the Bank purports to have been transmitted or authorized by Customer, it will be deemed effective as Customer's Entry (or request) and Customer shall be obligated to pay the Bank the amount of such Entry even though the Entry (or request) was not authorized by Customer, provided the Bank accepted the Entry in good faith and acted in compliance with the Security Procedures referred to in this Agreement or in the Appendix with respect to such Entry. If an Entry (or request for cancellation or amendment of an Entry) received by the Bank was transmitted or authorized by Customer, Customer shall pay Bank the amount of the Entry, whether or not Bank complied with the Security Procedure referred to in Schedule A and Schedule D with respect to that Entry and whether or not that Entry was erroneous in any respect or that error would have been detected if Bank had complied with such procedures. Until Customer is notified otherwise by the Bank, the Bank's ACH Contact for purposes of the Security Procedures is Deposit Operations, toll free 000-000-0000. You acknowledge that you are aware of the ACH Rules as they refer to payments you initiate, and that you are in compliance with and will adhere to the applicable requirements contained in the ACH Rules (as in effect and amended from time to time) when using ACH Services. You also agree to comply with procedures we may establish from time to time, including any limitations that may be imposed on the amount or type of Entries that may be initiated. Customer acknowledges it has a copy or has access to a copy of the ACH Rules. The ACH Rules may also be purchased online at xxx.xxxxx.xxx under the publications tab. Customer agrees to comply with and be subject to the ACH Rules in existence at the date of this Agreement, and any amendments to these ACH Rules made from time to time. You acknowledge that you will not generate transactions that violate the laws or regulations of the United States. This includes, but is not limited to, sanction laws administered by OFAC. It shall be your responsibility to obtain information regarding such OFAC enforced sanctions. This information may be obtained directly from the OFAC Compliance Hotline at 800-540-OFAC, or from the OFAC’s home page site at xxx.xxxxxxx.xxx/xxxx. You agree that the performance of any action by the Bank to debit or credit an account or transfer funds otherwise required by the ACH Rules is excused to the extent that the action is inconsistent with United States law, including our obligations under OFAC or any program administered by the United States Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”). You warrant and covenant that all actions by you contemplated by this Agreement, including the preparation, transmittal, and settlement of Entries and Payment Orders, shall comply in all material respects with United States laws, regulations, regulatory guidelines and guidance, and official commentaries, including without limitation all such regulations, guidelines, and commentaries issued by the Board of Governors of the Federal Reserve and the Federal Financial Institutions Examination Council (“FFIEC”).
Appears in 1 contract
Samples: Commercial Online Banking Agreement
Compliance with Security Procedures. If an Entry a Transaction (or a request for cancellation or amendment of an Entrya Transaction) received by the Bank Xxxxxxxxx Financial purports to have been transmitted or authorized by CustomerMember, it will be deemed effective as CustomerMember's Entry (or request) Transaction, and Customer Member shall be obligated to pay the Bank Xxxxxxxxx Financial the amount of such Entry Transaction even though the Entry (or request) Transaction was not authorized by CustomerMember, provided the Bank Xxxxxxxxx Financial accepted the Entry Transaction in good faith and acted in compliance with the Security Procedures referred to in this Agreement or in the Appendix security procedures with respect to such EntryTransaction. If an Entry (or request for cancellation or amendment Member acknowledges and agrees that Xxxxxxxxx Financial may rely on the security procedure Member uses to authenticate and/or authorize a Transaction and that Xxxxxxxxx Financial may process any Transaction that Xxxxxxxxx Financial receives and authenticates using the security procedures. OFAC: Member acknowledges that Member is not allowed to transmit entries that violate the laws of an Entry) received the United States, including sanctions enforced by the Bank was transmitted or authorized by Customer, Customer shall pay Bank the amount Office of Foreign Assets Control ("OFAC") of the EntryUnited States Treasury Department, whether or not Bank complied with the Security Procedure referred to in Schedule A and Schedule D with respect to that Entry and whether or not that Entry was erroneous in any respect or that error would have been detected if Bank had complied with such procedures. Until Customer is notified otherwise by the Bank, the Bank's ACH Contact for purposes of the Security Procedures is Deposit Operations, toll free 000-000-0000. You acknowledge that you are aware of the ACH Rules as they refer to payments you initiate, and that you are in compliance with and will adhere to the applicable requirements contained in the ACH Rules (as in effect and amended from time to time) when using ACH Services. You also agree to comply with procedures we may establish from time to time, including any limitations that may be imposed on the amount or type of Entries that may be initiated. Customer acknowledges it has a copy or has access to a copy of the ACH Rules. The ACH Rules may also be purchased online at xxx.xxxxx.xxx under the publications tab. Customer agrees to comply with and be subject to the ACH Rules in existence at the date of this Agreement, and any amendments to these ACH Rules made from time to time. You acknowledge Member warrants that you Member will not generate transactions violate OFAC-enforced sanctions and will not act on behalf of or transmit funds to or from any party subject to such sanctions. Furthermore, Member acknowledges that violate it is the laws or regulations of the United States. This includes, but is Member's responsibility and not limited to, sanction laws administered by OFAC. It shall be your responsibility ours to obtain information regarding such OFAC OFAC-enforced sanctions. This Such information may be obtained directly from the OFAC Compliance Hotline at 800-540-OFAC, 800.540.OFAC or from the OFAC’s home page 's Web site at xxx.xxxxxxx.xxx/xxxxxxxx://xxx.xxxxxxx.xxx/ofac. You Recording and Use of Communications: Member and Xxxxxxxxx Financial agree that the performance all telephone conversations, emails, or electronic data transmissions between them or their agents made in connection with this Addendum may be electronically recorded and retained by either party by use of any action reasonable means. Inconsistency of Name and Account Number: Member acknowledges and agrees that, if a Transaction describes a person or account inconsistently by name and account number, payment of the Transaction transmitted by Xxxxxxxxx Financial to the receiving depository financial institution may be made by the Bank to debit receiving depository financial institution (or credit by Xxxxxxxxx Financial in the case of an on-us transaction) on the basis of the account or transfer funds otherwise required number supplied by the ACH Rules Member, even if it identifies a person different from the named person or account, and Member's obligation to pay the amount of the Transaction to Xxxxxxxxx Financial is not excused in such circumstances. Security Interest: Member hereby grants Xxxxxxxxx Financial a security interest in all funds and deposit accounts of Member in Xxxxxxxxx Financial to the extent secure repayment of any other financial obligations that the action Member has to Xxxxxxxxx Financial, whether such obligations are direct or indirect, contingent or not, outstanding or committed subject to draw. This security interest is inconsistent with United States lawgiven to secure payment of all of Member's obligations to Xxxxxxxxx Financial under this Addendum. Notices and Instructions: Except, including our obligations under OFAC as otherwise expressly provided herein, Xxxxxxxxx Financial shall not be required to act upon any notice or instruction received from Member or any program administered other person, or to provide any notice or advice to Member or any other person with respect to any matter. Xxxxxxxxx Financial shall be entitled to rely on any written notice or other written communication Records: All records, in whatever form, used by the United States Department of the Treasury’s Xxxxxxxxx Financial Crimes Enforcement Network (“FinCEN”). You warrant and covenant that all actions by you for Transactions contemplated by this AgreementAddendum shall be and remain Xxxxxxxxx Financial's property. Xxxxxxxxx Financial may, at its sole discretion, make available such information upon Member's request. Member shall pay any expenses incurred by Xxxxxxxxx Financial in making such information available to Member. Indemnification: In consideration of Xxxxxxxxx Financial agreeing to originate ACH transactions in the manner set forth herein, the Member shall forever indemnify and hold Xxxxxxxxx Financial, its officers, directors, shareholders, employees, successors, predecessors, representatives, principals, agents, assigns, parents, subsidiaries and/or insurers harmless from and against all liability, claims, damages, costs, claims, or expenses (including reasonable attorney's fees) that Xxxxxxxxx Financial may incur without regard to the preparationmerit or lack thereof, transmittalarising out of, or related in any way to the matters set forth herein, or to the ACH Service, which shall be provided pursuant to the terms of this Addendum. The Member's agreement to indemnify and settlement hold harmless shall survive the expiration and/or termination of Entries this Addendum and Payment Ordersall provisions contained herein. Termination: Xxxxxx Xxxxxxxxx Financial or Member may terminate this Addendum at any time by giving written notice to the other party. Xxxxxxxxx Financial reserves the right to terminate this Addendum immediately, with or without cause. Any termination of this Addendum shall comply not affect any of Xxxxxxxxx Financial's rights and Member's obligations with respect to Transactions initiated by Member prior to such termination, or the payment obligations of Member with respect to services performed by Xxxxxxxxx Financial prior to termination, or any other obligations that survive termination of this Addendum. Upon termination of this Addendum by either party, the Authorized Accounts shall be maintained according to this Addendum for a period of sixty (60) days to ensure there are sufficient available funds to process Transactions initiated by Member prior to termination and to ensure adequate funds are available in all material respects with United States lawsthe case of reversals, regulations, regulatory guidelines and guidance, and official commentaries, including without limitation all such regulations, guidelines, and commentaries issued refunds or disputes by the Board of Governors of the Federal Reserve and the Federal Financial Institutions Examination Council (“FFIEC”)consumers or other entities.
Appears in 1 contract
Samples: Ach Origination Service Addendum
Compliance with Security Procedures. a. If an Entry (or a request for cancellation or amendment of an Entry) received by the Bank purports to have been transmitted or authorized by Customer, it will be deemed effective as Customer's ’s Entry (or request) and Customer shall be obligated to pay the Bank the amount of such Entry as provided herein even though the Entry (or request) was not authorized by Customer, provided Bank acted in compliance with the Security Procedures. If an Entry (or a request for cancellation of an Entry) received by Bank accepted purports to have been transmitted or authorized by Customer (including, without limitation, any Authorized Representative or Authorized Agent), it will be deemed effective as Customer’s Entry (or request) and Customer shall be obligated to pay Bank the amount of such Entry as provided herein even though the Entry in good faith and (or request) was not authorized by Customer, provided Bank acted in compliance with the Security Procedures referred to in this Agreement or in the Appendix with respect to such Entry. If signature comparison is to be used as a part of those Security Procedures, Bank shall be deemed to have complied with that part of such Security Procedures if it compares the signature accompanying a file of Entries (or request for cancellation of an Entry) received with the signature of an Authorized Representative and, on the basis of such comparison, believes the signature accompanying such file to be that of such Authorized Representative.
b. If an Entry (or request for cancellation or amendment of an Entry) received by the Bank was transmitted or authorized by Customer, Customer shall be obligated to pay Bank the amount of the EntryEntry as provided herein, whether or not Bank complied with the Security Procedure referred to in Schedule A and Schedule D Procedures with respect to that Entry and whether or not that Entry was erroneous in any respect or that error would have been detected if Bank had complied with such procedures. Until Customer is notified otherwise by the Bank, the Bank's ACH Contact for purposes of the Security Procedures is Deposit Operations, toll free 000-000-0000. You acknowledge that you are aware of the ACH Rules as they refer to payments you initiate, and that you are in compliance with and will adhere to the applicable requirements contained in the ACH Rules (as in effect and amended from time to time) when using ACH Services. You also agree to comply with procedures we may establish from time to time, including any limitations that may be imposed on the amount or type of Entries that may be initiated. Customer acknowledges it has a copy or has access to a copy of the ACH Rules. The ACH Rules may also be purchased online at xxx.xxxxx.xxx under the publications tab. Customer agrees to comply with and be subject to the ACH Rules in existence at the date of this Agreement, and any amendments to these ACH Rules made from time to time. You acknowledge that you will not generate transactions that violate the laws or regulations of the United States. This includes, but is not limited to, sanction laws administered by OFAC. It shall be your responsibility to obtain information regarding such OFAC enforced sanctions. This information may be obtained directly from the OFAC Compliance Hotline at 800-540-OFAC, or from the OFAC’s home page site at xxx.xxxxxxx.xxx/xxxx. You agree that the performance of any action by the Bank to debit or credit an account or transfer funds otherwise required by the ACH Rules is excused to the extent that the action is inconsistent with United States law, including our obligations under OFAC or any program administered by the United States Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”). You warrant and covenant that all actions by you contemplated by this Agreement, including the preparation, transmittal, and settlement of Entries and Payment Orders, shall comply in all material respects with United States laws, regulations, regulatory guidelines and guidance, and official commentaries, including without limitation all such regulations, guidelines, and commentaries issued by the Board of Governors of the Federal Reserve and the Federal Financial Institutions Examination Council (“FFIEC”)Procedures.
Appears in 1 contract
Samples: Master Services Agreement
Compliance with Security Procedures. a. If an Entry (or a request for cancellation or amendment of an Entry) received by the Bank purports to have been transmitted or authorized by Customer, it will be deemed effective as Customer's ’s Entry (or request) and Customer shall be obligated to pay the Bank the amount of such Entry as provided herein even though the Entry (or request) was not authorized by Customer, provided Bank acted in compliance with the Security Procedures. If an Entry (or a request for cancellation of an Entry) received by Bank accepted purports to have been transmitted or authorized by Customer (including, without limitation, any Authorized Representative or Authorized Agent), it will be deemed effective as Customer’s Entry (or request) and Customer shall be obligated to pay Bank the amount of such Entry as provided herein even though the Entry in good faith and (or request) was not authorized by Customer, provided Bank acted in compliance with the Security Procedures referred to in this Agreement or in the Appendix with respect to such Entry. If signature comparison is to be used as a part of those Security Procedures, Bank shall be deemed to have complied with that part of such Security Procedures if it compares the signature accompanying a file of Entries (or request for cancellation of an Entry) received with the signature of an Authorized Representative and, on the basis of such comparison, believes the signature accompanying such file to be that of such Authorized Representative.
b. If an Entry (or request for cancellation or amendment of an Entry) received by the Bank was transmitted or authorized by Customer, Customer shall be obligated to pay Bank the amount of the EntryEntry as provided herein, whether or not Bank complied with the Security Procedure referred to in Schedule A and Schedule D Procedures with respect to that Entry and whether or not that Entry was erroneous in any respect or that error would have been detected if Bank had complied with such proceduresSecurity Procedures. Until Without limiting the foregoing, Bank shall have no liability to Customer is notified otherwise with respect to any Erroneous Entry which was in fact transmitted or authorized by the Bank, the Bank's ACH Contact for purposes of the Security Procedures is Deposit Operations, toll free 000-000-0000. You acknowledge that you are aware of the ACH Rules as they refer to payments you initiate, and that you are in compliance with and will adhere to the applicable requirements contained in the ACH Rules (as in effect and amended from time to time) when using ACH Services. You also agree to comply with procedures we may establish from time to time, including any limitations that may be imposed on the amount or type of Entries that may be initiated. Customer acknowledges it has a copy or has access to a copy of the ACH Rules. The ACH Rules may also be purchased online at xxx.xxxxx.xxx under the publications tab. Customer agrees to comply with and be subject to the ACH Rules in existence at the date of this Agreement, and any amendments to these ACH Rules made from time to time. You acknowledge that you will not generate transactions that violate the laws or regulations of the United States. This includes, but is not limited to, sanction laws administered by OFAC. It shall be your responsibility to obtain information regarding such OFAC enforced sanctions. This information may be obtained directly from the OFAC Compliance Hotline at 800-540-OFAC, or from the OFAC’s home page site at xxx.xxxxxxx.xxx/xxxx. You agree that the performance of any action by the Bank to debit or credit an account or transfer funds otherwise required by the ACH Rules is excused to the extent that the action is inconsistent with United States law, including our obligations under OFAC or any program administered by the United States Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”). You warrant and covenant that all actions by you contemplated by this Agreement, including the preparation, transmittal, and settlement of Entries and Payment Orders, shall comply in all material respects with United States laws, regulations, regulatory guidelines and guidance, and official commentaries, including without limitation all such regulations, guidelines, and commentaries issued by the Board of Governors of the Federal Reserve and the Federal Financial Institutions Examination Council (“FFIEC”)Company.
Appears in 1 contract
Samples: Master Services Agreement