Common use of Funds Transfers Clause in Contracts

Funds Transfers. Member may desire to initiate Funds Transfers using Alloya, and Xxxxxx may receive Funds Transfers for credit to an account of Member at Alloya or for further transfer to a member of Member via Payment Orders (“Payment Orders”). Outgoing Payment Orders are defined as instructions provided by Member transmitted to Alloya orally, electronically or in writing to pay or cause to be paid a fixed or determinable amount to another financial institution. Incoming Payment Orders are defined as instructions received by Xxxxxx from another financial institution for deposit into a Member’s account. Therefore, the parties agree as follows: (A) All Payment Orders shall be transmitted utilizing Security Procedures specified in this MMA which are incorporated herein by reference and, as applicable, the security procedures specified in Alloya’s other Product Agreement(s). (B) Alloya reserves the right not to process any Payment Order for any reason or no reason including but not limited to insufficient funds, improper or insufficient information or any suspected violations of applicable regulations. Xxxxxx will provide Member with timely notification of such rejected transactions. (C) Xxxxxx shall not be responsible for losses incurred by any person or institution where a receiving financial institution posts or processes a Payment Order based upon the account number rather than the name of the beneficiary or where an intermediary or beneficiary bank is identified by number, even if they differ. Should such an event occur, Xxxxxx will use its best efforts to help Member recover any and all funds from said transaction. (D) Xxxxxx will make every effort to accommodate Member’s amendments or cancellations of Payment Orders if they are received by Xxxxxx at a time and in a manner giving Xxxxxx a reasonable opportunity to act before Xxxxxx has processed a Payment Order. After Xxxxxx has processed a Payment Order, no amendment or cancellation will be effective without the agreement of Xxxxxx. (E) If Member provides incorrect or outdated forwarding instructions for a Payment Order, or gives no forwarding instructions, Member appoints and indemnifies Alloya or Xxxxxx’s processor as Member’s agent in determining the correct forwarding instructions for the Payment Order. (F) Xxxxxx shall not be liable to Member for any indirect, incidental, consequential, special or any other similar type of damage resulting from late or improper execution or failure to execute a Payment Order to the extent permitted by law. (G) Xxxxxx has no obligation to discover and shall not be liable to Member for errors made by Member for a Payment Order. Xxxxxx shall also have no duty to discover and shall not be liable for duplicate Entries issued by Member. (H) If Member determines that any Payment Order it has originated was in error, Member must notify Alloya of such error and Xxxxxx will utilize its best efforts on behalf of Member, consistent with this MMA and any applicable Product Agreements, to correct the Payment Order. Xxxxxx, however, will not be liable for any losses resulting from such error. In all cases, it shall be the responsibility of Member to notify its affected members that a Payment Order has been made which is at variance with the member’s authorization or is otherwise erroneous. (I) Alloya may process all Incoming Payment Orders using the beneficiary account number provided. The account number must be the Member’s account number at Alloya. Xxxxxx is not responsible for any loss or delay resulting from acting on the account number, whether or not the account number is consistent with any other designation of the Member on the Payment Order. Xxxxxx is not responsible for the accuracy of an account number or the validity or completeness of any Payment Order. (J) For each Payment Order of which Member is the beneficiary, Xxxxxx shall give notice of payment by posting such amounts to the records of Member, or by such other means as Member and Xxxxxx may agree. Xxxxxx will continue to notify Member of the receipt of payments in the periodic statements Xxxxxx provides to Member, and such notice shall be deemed legally sufficient. Payment Orders received after regular processing hours will be processed the next business day. (K) If Member requests the reversal or retrieval of a Payment Order, Alloya will make reasonable efforts to obtain these funds, but will not credit Member’s account for them until final settlement is received by Xxxxxx. (L) Alloya shall retain electronic images or copies of Payment Orders for a period of seven (7) years from the settlement date. At any time prior to the expiration of seven (7) years from the settlement date of any wire transaction, Xxxxxx will, upon Member’s request, furnish a readable copy of the Payment Order from the archive maintained by Xxxxxx. A readable copy will continue to be provided after the termination of Agreement. (M) Payment Orders initiated telephonically may be subject to a verification callback to the Member. If a Payment Order is selected for a verification callback, Xxxxxx will verify the Payment Order instructions with an authorized user other than the creator or last user to modify the instruction. Xxxxxx will perform this callback procedure the same day the Payment Order is received and prior to processing the Payment Order. If Xxxxxx is unable to perform this callback verification for any reason, the Payment Order may be cancelled. (N) Outgoing Payment Orders initiated but not completed will be considered stale dated and may be cancelled by Xxxxxx following the effective date of the transfer.

Funds Transfers. Member may desire to initiate Funds Transfers using Alloya, and Xxxxxx may receive Funds Transfers for credit to an account of Member at Alloya or for further transfer to a member of Member via Payment Orders (“Payment Orders”). Outgoing Payment Orders are defined as instructions provided by Member transmitted to Alloya orally, electronically or in writing to pay or cause to be paid a fixed or determinable amount to another financial institution. Incoming Payment Orders are defined as instructions received by Xxxxxx from another financial institution for deposit into a Member’s account. Therefore, the parties agree as follows: (A) All Payment Orders shall be transmitted utilizing Security Procedures specified in this MMA which are incorporated herein by reference and, as applicable, the security procedures specified in Alloya’s other Product Agreement(s). (B) Alloya reserves the right not to process any Payment Order for any reason or no reason including but not limited to insufficient funds, improper or insufficient information or any suspected violations of applicable regulations. Xxxxxx will provide Member with timely notification of such rejected transactions. (C) Xxxxxx shall not be responsible for losses incurred by any person or institution where a receiving financial institution posts or processes a Payment Order based upon the account number rather than the name of the beneficiary or where an intermediary or beneficiary bank is identified by number, even if they differ. Should such an event occur, Xxxxxx will use its best efforts to help Member recover any and all funds from said transaction. (D) Xxxxxx will make every effort to accommodate Member’s amendments or cancellations of Payment Orders if as xxxx xxxx they are received by Xxxxxx at a time and in a manner giving Xxxxxx a reasonable opportunity to act before Xxxxxx has processed a Payment Order. After Xxxxxx has processed a Payment Order, no amendment or cancellation will be effective without the agreement of Xxxxxx. (E) If Member provides incorrect or outdated forwarding instructions for a Payment Order, or gives no forwarding instructions, Member appoints and indemnifies Alloya or Xxxxxx’s processor as Member’s agent in determining the correct forwarding instructions for the Payment Order. (F) Xxxxxx shall not be liable to Member for any indirect, incidental, consequential, special or any other similar type of damage resulting from late or improper execution or failure to execute a Payment Order to the extent permitted by law. (G) Xxxxxx has no obligation to discover and shall not be liable to Member for errors made by Member for a Payment Order. Xxxxxx shall also have no duty to discover and shall not be liable for duplicate Entries issued by Member. (H) If Member determines that any Payment Order it has originated was in error, Member must notify Alloya of such error and Xxxxxx will utilize its best efforts on behalf of Member, consistent with this MMA and any applicable Product Agreements, to correct the Payment Order. Xxxxxx, however, will not be liable for any losses resulting from such error. In all cases, it shall be the responsibility of Member to notify its affected members that a Payment Order has been made which is at variance with the member’s authorization or is otherwise erroneous. (I) Alloya may process all Incoming Payment Orders using the beneficiary account number provided. The account number must be the Member’s account number at Alloya. Xxxxxx is not responsible for any loss or delay resulting from acting on the account number, whether or not the account number is consistent with any other designation of the Member on the Payment Order. Xxxxxx is not responsible for the accuracy of an account number or the validity or completeness of any Payment Order. (J) For each Payment Order of which Member is the beneficiary, Xxxxxx shall give notice of payment by posting such amounts to the records of Member, or by such other means as Member and Xxxxxx may agree. Xxxxxx will continue to notify Member of the receipt of payments in the periodic statements Xxxxxx provides to Member, and such notice shall be deemed legally sufficient. Payment Orders received after regular processing hours will be processed the next business day. (K) If Member requests the reversal or retrieval of a Payment Order, Alloya will make reasonable efforts to obtain these funds, but will not credit Member’s account for them until final settlement is received by Xxxxxx. (L) An International Funds Transfer shall be transacted in the local foreign currency for certain countries as indicated within Alloya’s Premier View system (hereinafter “System”) unless otherwise requested by Member prior to the transaction taking place. Transactions conducted in U.S. currency will be converted at the prevailing exchange rate at the receiving financial institution. Transactions conducted in foreign currency will be converted at the exchange rate indicated in System at the time of the transfer and agreed upon by both Xxxxxx and Member. (M) (L) Alloya shall retain electronic images or copies of Payment Orders for a period of seven (7) years from the settlement date. At any time prior to the expiration of seven (7) years from the settlement date of any wire transaction, Xxxxxx will, upon Member’s request, furnish a readable copy of the Payment Order from the archive maintained by Xxxxxx. A readable copy will continue to be provided after the termination of Agreement. . (MN)(M) Payment Orders initiated telephonically may be subject to a verification callback to the Member. If a Payment Order is selected for a verification callback, Xxxxxx will verify the Payment Order instructions with an authorized user other than the creator or last user to modify the instruction. Xxxxxx will perform this callback procedure the same day the Payment Order is received and prior to processing the Payment Order. If Xxxxxx is unable to perform this callback verification for any reason, the Payment Order may be cancelled. . (NO)(N) Outgoing Payment Orders initiated but not completed will be considered stale dated and may be cancelled by Xxxxxx following the effective date of the transfer.