Common use of Customer Agreements with Others Acting as Third-Party Senders Clause in Contracts

Customer Agreements with Others Acting as Third-Party Senders. Due Diligence; Bank Approval of Third-Party Sender and Originators. In any case in which Customer proposes to act as a Third-Party Sender with respect to the initiation of Entries on behalf of another Third-Party Sender, Customer shall perform due diligence on each proposed Third-party Sender and provide a summary of the results of the due diligence to Bank upon such form, and in such format, as Bank may from time to time require. Customer’s due diligence shall include, but not be limited to, the following: a. Performing an initial check on the name of the proposed Third-Party Sender against the list of prohibited persons and organizations published by OFAC prior to entering into any agreement to provide ACH services to such Third-Party Sender and repeating such check monthly, or as often as the OFAC listing is updated, to ensure no match is found; b. Implementing the requirements of Bank’s CIP for ACH Originators, as may be adopted and provided to Customer from time to time, with respect to the proposed Third-Party Sender; c. Obtaining general information on the proposed Third-Party Sender including name, address, taxpayer identification or social security numbers, copies of corporate organization documents, identity of owners, type of business, purpose for the transactions and similar general information. This information must be compiled and provided to Bank as required by Bank; d. Obtaining sample copies of Agreement between Customer and the additional Third-Party Sender; Bank will review the due diligence information provided by Customer and approve, deny, or request additional information regarding the proposed Third-Party Sender in a timely fashion. Customer will not transmit Entries from the proposed Third-Party Sender until receipt of Bank’s written approval. Contract Requirements. In any case in which Customer acts as a Third-Party Sender with respect to the initiation of entries for another Third-Party Sender, including instances in which there are multiple Third-Party Senders in the chain between Customer and the Originator, Customer shall require that (i) an agreement be entered into by each party in the chain pursuant to which each such party agrees to be bound by the Rules, (ii) each Third-Party Sender shall agree in writing to assume the responsibilities and make the warranties of an Originating Depository Financial Institution as provided in Sections 5.3 and 5.5 of the Rules, and (iii) the Third-Party Sender whose relationship is with the Originator enters into an agreement, containing the provisions set forth in (a)(ii). Each of the aforementioned agreements must contain an acknowledgment that Entries that violate the laws of the United States may not be initiated. Furthermore, each of the agreements shall require the Third-Party Sender having a contract with the ultimate Originator to perform the due diligence required under (a)(i) and provide the results of the same to Bank for Bank’s review and approval or denial of each proposed Originator. Customer shall provide Bank with the form of agreement to be used by Customer with respect to other Third-Party Senders and Customer shall provide Bank with any amendments to any such form agreements prior to their use. Customer shall obtain the prior consent of Bank with respect to any Third-Party Sender or Originator on behalf of whom Customer intends to initiate Telephone-Initiated (TEL) or Internet-Initiated (“WEB”) Entries. POSITIVE PAY, ACCOUNT RECONCILIATION AND ACH INFORMATION REPORTING‌ Check Positive Pay‌ Each time you issue checks drawn on your enrolled account(s), you will transmit an Issued Checks File of those checks to us via InBusiness. The Issued Checks File shall accurately state the check number, date, payee name and the exact dollar amount of each check issued. You shall transmit the Issued Checks File to the Bank in a format and medium as specified by the Bank. By entering into this agreement you acknowledge receipt of issue file formats accepted by the Bank. The Issued Checks File must be transmitted so as to be received by the Bank no later than 5 p.m. local time on the business day you issue the first check included in the Issued Checks File. In the event of a failure of either your system or the Bank’s system and the Issued Checks File cannot be received by the Bank or the Bank cannot process the file, the file shall not be considered received, even if the Bank is in possession of the file. As Eligible Checks are presented to the Bank for payment, the check number and dollar amount will automatically be compared to information in the Issued Checks File. Payee name matching is available as a separately contracted service with an additional fee. Customer acknowledges that the read rate for payee positive pay is influenced by the Customer’s check stock and printing methods. Customer may be required to adhere to formatting requirements provided by the Bank in order ensure accuracy. The Bank will pay Eligible Checks that exactly match the information in the Issued Checks File without further inspection. If the check number or dollar amount (and payee name as applicable) of an Eligible Check does not exactly match the information in the Issued Checks File, that check will appear as a suspect on an exception report. If we do not receive a timely decision from you by the cutoff time shown below authorizing the payment or return of a particular unmatched check, we will handle the check according to your requested default (mark one below): If we receive timely notification from you to return a suspect check, we will stamp the front of the check with the appropriate reason code specified by you and return the check unpaid through the banking system. Your account will be credited for the amount of the returned checks by the opening of business on the banking day following the return. You may be required to submit additional documentation regarding the suspect item (e.g. an Affidavit of Forgery). In the event that InBusiness is not operational, alternative modes of communication will be utilized. ACH Positive Pay/Blocks‌ Description of Services. The ACH Positive Pay Service enables you to decision Automated Clearing House transactions ("ACH Transactions") associated with your deposit accounts (each, an "Authorized Account") based on the criteria set by you and the instructions you provide to us upon the initial setup of your user configuration. The Primary Administrator or, at the designation of the Primary Administrator, other Authorized Persons, will configure approval criteria for ACH transactions (ACH Rules or ACH White List). In the event an ACH Transaction which does not conform to your approval criteria posts to your account, you will receive a notice to review and decision the item through InBusiness. Alerts will be produced by 8 a.m. Central Standard Time. Your Responsibilities. You are responsible for reviewing all ACH transaction activity and for decisioning ACH items by 1