Common use of Establishment of Services Clause in Contracts

Establishment of Services. a. Customer must submit a separate Enrollment Request for each Service selected. Customer may not use a Service until its Enrollment Request has been accepted by Bank. Execution of an Enrollment Request or other acknowledgement by Customer of its enrollment in any Service and each use of a Service under an existing Enrollment Request (including any Enrollment Request or similar type of document submitted by Customer to Bank or Bank’s predecessor in interest) shall be deemed an affirmation of Customer’s agreement to be bound by the terms of this Agreement. b. To the extent that Bank appoints a subcontractor or other third party to perform any activities relating to a Service, Bank shall be responsible for all actions and obligations of such third party as if they were the direct actions and obligations of Bank itself. Bank acknowledges that, among other things, this means that Bank is liable for the third party’s breaches of warranties and obligations, including liability for indemnification for such breaches, if applicable, as if Bank breached such warranties and/or obligations itself. Customer shall undertake all appropriate due diligence of and investigation into the business, operations, intellectual property and other rights, financial and other conditions, or rights and creditworthiness, of any subcontractor or other third party based upon documentation and other information it has deemed appropriate and made its own decision to enter into a relationship with any subcontractor or other third party. c. Bank represents that (i) the Services shall be provided to Customer in conformity with all applicable federal and state laws and regulations.; (ii) Bank shall regularly monitor the access, use and security of the operating systems used by Bank to provide Services to Customer and will promptly notify Customer in writing as required by applicable laws and regulations of any actual, attempted, or suspected unauthorized access or breach of any such operating systems or Security Procedures; and (iii) To the extent that Bank utilizes any third party to perform any activities relating to any Services utilized by Customer, Bank shall, as between Customer and Bank, be solely responsible for all actions and obligations of such third party as if they were the direct actions and obligations of the Bank itself.