Common use of Customers; Vendors Clause in Contracts

Customers; Vendors. If Customer hires, employs or engages any third party contractors, processor, a Third Party Service Provider, and/or agents (a “Vendor”) in connection with any Service, such Vendor will be considered Customer’s agent for purposes of the services. Customer shall notify Bank of the name of any Vendor to whom it delegates its duties or responsibilities under this Agreement before that Vendor initiates any transactions or performs an obligation authorized or required under this Agreement. Customer agrees that it shall be solely responsible for ensuring its Vendor complies with Customer’s obligations under this Agreement (including the Security Procedures). Customer is bound by all acts and omissions of such Vendor. Customer confirms that it grants authority to those Vendors, whether or not so identified in accordance with this Section, to legally bind Customer with respect to its use of the Services. Customer is liable for (i) Vendor’s actual failure to comply with any of Customer’s obligations under this Agreement, (ii) all fees, costs and expenses owed to each Vendor for its services on Customer’s behalf, and (iii) any claims, damages, costs and expenses incurred by Customer or Bank as a result of Vendor’s failure to perform, delay or error in performing services on Customer’s behalf. Vendor shall not have any claim against Bank for any Services provided on behalf of Customer. Notwithstanding the foregoing, Customer understands and agrees that Bank may refuse in its sole good faith discretion to accept any Instructions from such Vendor for any reason, but in no event shall Customer or Vendor have a cause of action, legal or equitable, against Bank for such refusal and Customer shall hold Bank harmless for such refusal. Customer shall provide information, including financial information or information demonstrating the security procedures used by Customer or such Vendor or either such party’s compliance with Applicable Laws, which Bank may, in its sole discretion, require from time to time regarding Customer or any Vendor that Customer hires, employs, or retains in any manner, to initiate transactions or assume any of Customer’s duties under this Agreement. Customer understands and agrees that because of the risks involved in certain Services that Customer may utilize, Bank may refuse, in its sole discretion, to provide such Services to Customer if Customer or Vendor retained by Customer does not meet Bank’s qualification criteria. Neither Customer nor any other person or entity have the right to rely upon the determination made by Bank nor have a cause of action against Bank for or as a result of Bank’s determination. Customer agrees that it shall not allow any third party (including any Affiliates) to use a Service under this Agreement or to process such third party transactions through Customer or its Accounts without Bank’s prior written consent.

Customers; Vendors. If Customer hires, employs or engages any third party contractors, processor, a Third Party Service Provider, and/or agents (a “Vendor”) in connection with any Service, such Vendor will be considered Customer’s agent for purposes of the servicesis agent. Customer shall notify Bank of the name of any Vendor to whom it delegates its duties or responsibilities under this Agreement before that Vendor initiates any transactions or performs an obligation authorized or required under this Agreement. Customer agrees that it shall be solely responsible for ensuring its Vendor complies with Customer’s obligations under this Agreement (including the Security Procedures). Customer is bound by all acts and omissions of such Vendor. Customer confirms that it grants authority to those Vendors, whether or not so identified in accordance with this Section, to legally bind Customer with respect to its use of the Services. Customer is liable for (i) Vendor’s actual failure to comply with any of Customer’s obligations under this Agreement, (ii) all fees, costs and expenses owed to each Vendor for its services on Customer’s behalf, and (iii) any claims, damages, costs and expenses incurred by Customer or Bank as a result of Vendor’s failure to perform, delay or error in performing services on Customer’s behalf. Vendor shall not have any claim against Bank for any Services provided on behalf of Customer. Notwithstanding the foregoing, Customer understands and agrees that Bank may refuse in its sole good faith discretion to accept any Instructions from such Vendor for any reason, but in no event shall Customer or Vendor have a cause of action, legal or equitable, against Bank for such refusal and Customer shall hold Bank harmless for such refusal. Customer shall provide information, including financial information or information demonstrating the security procedures used by Customer or such Vendor or either such party’s compliance with Applicable Laws, which Bank may, in its sole discretion, require from time to time regarding Customer or any Vendor that Customer hires, employs, or retains in any manner, to initiate transactions or assume any of Customer’s duties under this Agreement. Customer understands and agrees that because of the risks involved in certain Services that Customer may utilize, Bank may refuse, in its sole discretion, to provide such Services to Customer if Customer or Vendor retained by Customer does not meet Bank’s qualification criteria. Neither Customer nor any other person or entity have the right to rely upon the determination made by Bank nor have a cause of action against Bank for or as a result of Bank’s determination. Customer agrees that it shall not allow any third party (including any Affiliates) to use a Service under this Agreement or to process such third party transactions through Customer or its Accounts without Bank’s prior written consent.