Common use of Depositor Warranty Clause in Contracts

Depositor Warranty. Depositor represents and warrants to Bank: (A) Depositor has the authority to enter into this agreement and perform its obligations hereunder and all information supplied by depositor to Bank is accurate and true; (B) Depositor will provide all reasonable assistance to Bank and its subcontractors in providing the services set forth herein; (C) Depositor and any authorized users will only use the services for lawful purposes and in compliance with all applicable rules and regulations and with Bank’s reasonable instructions, rules, policies, specifications, terms and conditions, and operating procedures and will not violate any law of any country or the intellectual property rights of any third party; (D) Depositor has only transmitted acceptable items for deposit and has handled the original items following transmission to Bank as agreed, directed by with Bank and in accordance with applicable law; (E) Depositor is a person authorized to enforce each item or is authorized to obtain payment of each item on behalf of a person entitled to enforce an item; (F) The items have not been altered; (G) Each item bears all applicable endorsements in a restricted format as directed by Bank; (H) All the warranties set forth in and subject to applicable laws and regulatory agencies; (I) (1) The electronic image portion of each item accurately and legibly represents all of the information on the front and back of the original check as of the time the original check was deposited, (2) The information portion of the item contains a record of all applicable MICR-line information required for a substitute check, and (3) The item conforms to the technical standards for an electronic item as specified by Bank from time to time; (J) Depositor will submit only one accurate and clear image of the front and back of each item to Bank only one time; (K) Depositor will not deposit the original item and no person will receive a transfer, presentment, or return of, or otherwise be charged for, the item (either the original item, or a paper or electronic representation of the original item) such that the person will be asked to make payment based on an item it has already paid;

Depositor Warranty. Depositor represents and warrants to Bank: (A) Depositor has the authority to enter into this agreement Agreement and perform its obligations hereunder and all information supplied by depositor Depositor to Bank is accurate and true; (B) Depositor will provide all reasonable assistance to Bank and its subcontractors in providing the services set forth herein; (C) Depositor and any authorized users will only use the services Services for lawful purposes and in compliance with all applicable rules and regulations and with Bank’s reasonable instructions, rules, policies, specifications, terms and conditions, and operating procedures and will not violate any law of any country or the intellectual property rights of any third party; (D) Depositor has only transmitted acceptable items Items for deposit and has handled the original items Items following transmission to Bank as agreed, directed by with Bank and in accordance with applicable law; (E) Depositor is a person authorized to enforce each item Item or is authorized to obtain payment of each item Item on behalf of a person entitled to enforce an itemItem; (F) The items Items have not been altered; (G) Each item Item bears all applicable endorsements in a restricted format as directed by Bank; (H) All the warranties set forth in and subject to applicable laws and regulatory agencies; (I) (1) The electronic image portion of each item Item accurately and legibly represents all of the information on the front and back of the original check as of the time the original check was deposited, (2) The information portion of the item Item contains a record of all applicable MICR-line information required for a substitute check, and (3) The item Item conforms to the technical standards for an electronic item Item as specified by Bank from time to time; (J) Depositor will submit only one accurate and clear image of the front and back of each item Item to Bank only one time; (K) Depositor will not deposit the original item Item and no person will receive a transfer, presentment, or return of, or otherwise be charged for, the item Item (either the original itemItem, or a paper or electronic representation of the original itemItem) such that the person will be asked to make payment based on an item Item it has already paid;; (L) The amount of an Item entered by Depositor or any authorized user for transmission to Bank is accurate; and (M) Depositor and any authorized users will not (1) Sell, lease, distribute, license, or sublicense the Technology or Services; (2) Modify, change, alter, disassemble, or decompile the Technology or Services in any way for any reason; (3) Provide, disclose, divulge, or make available to, or permit use of the Technology or Services by, any third party; (4) Copy or reproduce all or any part of the Technology or Services; (5) Interfere, or attempt to interfere, with the Technology or Services in any way; (6) Engage in spamming, fraudulent, illegal, or unauthorized use of the Services, (7) Introduce or transmit through the Technology or Services, without limitation, via any portion of the Depositor’s Capture Device that interfaces with the Technology or Services, or otherwise, any virus, worm, software lock, drop dead device, Trojan-horse routine, trap door, back door, timer, time bomb, clock, counter, or other limiting routine, instruction, or design or any other codes or instructions that may be used to access, modify, delete, damage, disable, or prevent the use of the Technology, Services, or other computer systems of Bank or its subcontractors; (8) Remove, obscure, or alter any copyright notice, trademarks, or other proprietary rights notices affixed to or contained within the Technology or Services; or (9) Engage in or allow any action involving the Technology or Services that is inconsistent with this Agreement. Should Depositor receive notice of any claim regarding the services, Depositor shall promptly provide Bank with a written notice of such claim.