Common use of CUSTOMER’S REPRESENTATIONS AND COVENANTS Clause in Contracts

CUSTOMER’S REPRESENTATIONS AND COVENANTS. Customer represents and warrants to Vendor: (a) That it will comply, and will cause its employees and agents to comply, with all the terms of this Agreement and any Addendum, including any amendments thereto. (b) That it is a state and/or federally chartered financial institution licensed to do business in all applicable jurisdictions in which it conducts business, that it will comply with all federal, state and local laws and regulations applicable to its business operations, and that it will acquire all the rights and licenses necessary for Vendor to interface with Customer, or vice versa, as contemplated under this Agreement. Customer shall notify Vendor within 30 days of any change in Customer’s name, principal location or state and/or federal charter. (c) That it will solely be responsible for the quality, accuracy, and adequacy of all information supplied to Vendor to be input into Vendor’s system or otherwise provided to Vendor hereunder, and that it will establish and maintain adequate audit controls to monitor the quality and delivery of such data. Customer acknowledges that Vendor may intercept and settle Customer’s Transactions directly with other entities processed by Vendor. (d) That it will review all reports made available to Customer. Customer’s failure to reject any settlement oriented report within 3 business days of its receipt or any other report within 10 business days of its receipt shall constitute acceptance of the report. (e) That it shall comply with all time deadlines, equipment and software maintenance and upgrading requirements which Vendor may reasonably impose on Customer from time to time. (f) That it shall solely be responsible for all record-keeping as may be required of it under any federal, state or local laws and regulations. Vendor shall not be obligated to retain any reports provided to Customer for a period beyond 10 calendar days after delivery, or availability as the case may be, of the report to Customer. Certain historical transaction records will be retained by Vendor, to the extent and for such time required by any laws or regulations applicable to Vendor or required of Vendor by a Network, and may be provided to Customer upon request at Vendor’s then standard fees. (g) That it will indemnify, defend and hold Vendor, and its directors, officers, employees, affiliates and agents, harmless from all proceedings, claims, liabilities and expenses whatsoever (including reasonable legal and accounting fees and expenses) arising out of the Services, the business of Customer or its customers, Customer’s failure to comply with any provision of the Network Documentation (as defined in any Addendum), or by reason of any breach or nonperformance of any provision of this Agreement or any Addendum on the part of the Customer, or its employees, agents or customers, except, however, to the extent such is due to the breach of this Agreement by Vendor. (h) That it will not solicit or hire Vendor’s employees for employment during the period that this Agreement is in force and effect and for 1 year after the termination or expiration of this Agreement. However, Customer shall not be in violation of the foregoing, and Customer shall have the right, to solicit and/or hire an employee of Vendor in circumstances where Vendor’s employee responds to a general solicitation for employment, Vendor’s employee directly contacts Customer or one of its affiliates or subsidiaries or a recruiter, employment agency or similar entity refers Vendor’s employee to Customer or one of its affiliates or subsidiaries. (i) That it shall take all necessary steps to, and shall, promptly convert to Vendor’s system for all of the Services in each executed Addendum to this Agreement.

CUSTOMER’S REPRESENTATIONS AND COVENANTS. Customer represents and warrants warrants, on behalf of itself and its affiliated financial institutions, to Vendor: (a) That it will comply, and will cause its employees and agents and affiliated financial institutions, to comply, with all the terms of this Agreement and any Addendum, including any amendments thereto. (b) That it each financial institution owned by Customer is a state and/or federally chartered financial institution licensed to do business in all applicable jurisdictions in which it conducts business, that it will comply in all material respects with all federal, state and local laws and regulations applicable to its business operations, and that it will acquire all the rights and licenses necessary for Vendor to interface with Customer, or vice versa, as contemplated under this Agreement. Customer shall notify Vendor within 30 60 days of any change in Customer’s name, principal location or state and/or federal charter. (c) That it will solely be responsible for the quality, accuracy, and adequacy of all information supplied to Vendor to be input into Vendor’s system or otherwise provided to Vendor hereunder, and that it will establish and maintain adequate audit controls to monitor the quality and delivery of such data. Customer acknowledges that Vendor may intercept and settle Customer’s Transactions directly with other entities processed by Vendor. (d) That it will review all reports made available to Customer. Customer’s failure to reject any settlement oriented report within 3 **** (****) business days of its receipt or any other report within 10 business **** (****) days of its receipt shall constitute acceptance of the report, subject to verification and audit. Any such acceptance does not waive any rights of Customer in the event the Services were performed inaccurately or incorrectly or such reports contain errors that were caused by Vendor. (e) That it shall comply with all time deadlines, equipment and software maintenance and upgrading requirements which Vendor may reasonably impose on Customer from time to time. (f) That it shall solely be responsible for all its record-keeping as may be required of it under any federal, state or local laws and regulations. Notwithstanding the foregoing or any provision of the Risk Addendum to this Agreement, Vendor shall not be obligated to retain any reports provided to Customer for a period beyond 10 **** calendar days after delivery, or availability as the case may be, of the report to Customer. Certain historical transaction records will be retained by Vendor, to the extent and for such time required by any laws or regulations applicable to Vendor or required of Vendor by a Network, and may be provided to Customer upon request at Vendor’s then standard fees. (g) That it will indemnify, defend and hold Vendor, and its directors, officers, employees, affiliates and agents, harmless from all proceedings, claims, liabilities and expenses whatsoever (including reasonable legal and accounting fees and expenses) arising out of the Services, the business of Customer or its customers, Customer’s failure to comply with any provision of the Network Documentation (as defined in any Addendum), or by reason of any breach or nonperformance of any provision of this Agreement or any Addendum on the part of the Customer, or its employees, agents or customers, except, however, to the extent such is due to the negligence, gross negligence, willful misconduct of or the breach of this Agreement by Vendor. (h) That it will not solicit Vendor or hire Vendor’s employees for employment during the period that this Agreement is in force and effect and for 1 year after the termination or expiration of this Agreement. However, Customer shall not be in violation of the foregoing, and Customer shall have the right, to solicit and/or hire an employee of Vendor in circumstances where Vendor’s employee responds to a general solicitation for employment, Vendor’s employee directly contacts Customer or one any of its affiliates or subsidiaries or a recruiter, employment agency or similar entity refers Vendor’s employee to Customer or one of its affiliates or subsidiariesAffiliates. (i) That it shall take all necessary steps toTo the extent Customer provides software, and shall, promptly convert data or other information to Vendor for Vendor’s system for all use in performing its obligations under the agreement, Customer has the right to do so and Vendor’s use of such software, data or other information in the course of providing the Services will not infringe upon, constitute or result in each executed Addendum to this Agreementa misappropriation of, or otherwise violate the proprietary information, intellectual property or other rights of any other person.

CUSTOMER’S REPRESENTATIONS AND COVENANTS. Customer represents and warrants warrants, on behalf of itself and its affiliated financial institutions, to Vendor: (a) That it will comply, and will cause its employees and agents and affiliated financial institutions, to comply, with all the terms of this Agreement and any Addendum, including any amendments thereto. (b) That it each financial institution owned by Customer is a state and/or federally chartered financial institution licensed to do business in all applicable jurisdictions in which it conducts business, that it will comply in all material respects with all federal, state and local laws and regulations applicable to its business operations, and that it will acquire all the rights and licenses necessary for Vendor to interface with Customer, or vice versa, as contemplated under this Agreement. Customer shall notify Vendor within 30 60 days of any change in Customer’s name, principal location or state and/or federal charter. (c) That it will solely be responsible for the quality, accuracy, and adequacy of all information supplied to Vendor to be input into Vendor’s system or otherwise provided to Vendor hereunder, and that it will establish and maintain adequate audit controls to monitor the quality and delivery of such data. Customer acknowledges that Vendor may intercept and settle Customer’s Transactions directly with other entities processed by Vendor. (d) That it will review all reports made available to Customer. Customer’s failure to reject any settlement oriented report within 3 **** (****) business days of its receipt or any other report within 10 business **** (****) days of its receipt shall constitute acceptance of the report, subject to verification and audit. Any such acceptance does not waive any rights of Customer in the event the Services were performed inaccurately or incorrectly or such reports contain errors that were caused by Vendor. (e) That it shall comply with all time deadlines, equipment and software maintenance and upgrading requirements which Vendor may reasonably impose on Customer from time to time. (f) That it shall solely be responsible for all its record-keeping as may be required of it under any federal, state or local laws and regulations. Notwithstanding the foregoing or any provision of the Risk Addendum to this Agreement, Vendor shall not be obligated to retain any reports provided to Customer for a period beyond 10 **** calendar days after delivery, or availability as the case may be, of the report to Customer. Certain historical transaction records will be retained by Vendor, to the extent and for such time required by any laws or regulations applicable to Vendor or required of Vendor by a Network, and may be provided to Customer upon request at Vendor’s then standard fees. (g) That it will indemnify, defend and hold Vendor, and its directors, officers, employees, affiliates and agents, harmless from all proceedings, claims, liabilities and expenses whatsoever (including reasonable legal and accounting fees and expenses) arising out of the Services, the business of Customer or its customers, Customer’s failure to comply with any provision of the Network Documentation (as defined in any Addendum), or by reason of any breach or nonperformance of any provision of this Agreement or any Addendum on the part of the Customer, or its employees, agents or customers, except, however, to the extent such is due to the negligence, gross negligence, willful misconduct of or the breach of this Agreement by VendorVendor or any of its Affiliates. (h) That it will not knowingly solicit or hire Vendor’s employees for employment during for a period of **** (****) **** from the period that Effective Date of this Agreement is in force and effect and for 1 year after without obtaining the termination or expiration written permission of this Agreementthe Vendor. However, Customer shall not be in violation of the foregoingforegoing sentence, and Customer shall have the right, to solicit and/or hire an employee of Vendor in circumstances where Vendor’s employee responds to a general solicitation for employment, Vendor’s employee directly contacts Customer or one of its affiliates or subsidiaries or a recruiter, employment agency or similar entity refers Vendor’s employee to Customer or one of its affiliates or subsidiaries. (i) That it shall take all necessary steps toTo the extent Customer provides software, and shall, promptly convert data or other information to Vendor for Vendor’s system for all use in performing its obligations under the agreement, Customer has the right to do so and Vendor’s use of such software, data or other information in the course of providing the Services will not infringe upon, constitute or result in each executed Addendum to this Agreementa misappropriation of, or otherwise violate the proprietary information, intellectual property or other rights of any other person.