Common use of International ACH Transactions Clause in Contracts

International ACH Transactions. You acknowledge that in the event an International ACH Transaction (“IAT”) Entry that is transmitted to or from any of your Accounts is identified and designated by the Credit Union’s screening criteria for review and examination under the OFAC Rules and Regulations (“OFAC Rules”), then the settlement of such an IAT Entry may be delayed or suspended pending our review of the IAT Entry, and may be terminated under applicable OFAC Rules. You also acknowledge that we may be required to place an indefinite hold on the funds covered by the IAT Entry if the IAT Entry is required to be terminated under the OFAC Rules. You agree that any delay described in the forgoing provisions of this paragraph is a permissible delay under the terms of laws and regulations applicable to the availability of funds held in deposit accounts. In the event an IAT Entry is delayed or terminated, we will provide Account holder such notice as may be required by the NACHA Rules, OFAC Rules, or other applicable laws and regulations. Right to Reject, Delay or Suspend: We will not be obligated to honor, in whole or in part, (or may delay or suspend) any transaction or instruction which: • Is not in accordance with any term or condition applicable to the relevant account; • We reasonably believe may have been requested or issued without proper authority; • Involves funds subject to a hold, dispute, restriction or legal process which we believe prevents withdrawal; • We reasonably believe might violate the laws or regulations of the United States or any State, including without limitation, regulations of the Office of Foreign Asset Control (OFAC); • Would violate any applicable provision of any risk control program of the FDIC, NCUA, or applicable rule or regulation of any other federal or state regulatory authority; • Is not in accordance with any other requirement of our applicable policies, procedures, or practices; or • We reasonably decline to honor for your or our protection. You agree that any such action allowed above is a permissible under the terms of this Agreement and all laws and regulations applicable to the availability of funds held in deposit accounts and otherwise.

International ACH Transactions. You acknowledge that in the event an International ACH Transaction (“IAT”) Entry that is transmitted to or from any of your Accounts is identified and designated by the Credit Union’s screening criteria for review and examination under the OFAC Rules and Regulations (“OFAC Rules”), then the settlement of such an IAT Entry may be delayed or suspended pending our review of the IAT Entry, and may be terminated under applicable OFAC Rules. You also acknowledge that we may be required to place an indefinite hold on the funds covered by the IAT Entry if the IAT Entry is required to be terminated under the OFAC Rules. You agree that any delay described in the forgoing provisions of this paragraph is a permissible delay under the terms of laws and regulations applicable to the availability of funds held in deposit accounts. In the event an IAT Entry is delayed or terminated, we will provide Account holder such notice as may be required by the NACHA Rules, OFAC Rules, or other applicable laws and regulations. Right to Reject, Delay or Suspend: We will not be obligated to honor, in whole or in part, (or may delay or suspend) any transaction or instruction which: • Is not in accordance with any term or condition applicable to the relevant account; • We reasonably believe may have been requested or issued without proper authority; • Involves funds subject to a hold, dispute, restriction or legal process which we believe prevents withdrawal; • We reasonably believe might violate the laws or regulations of the United States or any State, including without limitation, regulations of the Office of Foreign Asset Control (OFAC); ) • Would violate any applicable provision of any risk control program of the FDIC, NCUA, FDIC or applicable rule or regulation of any other federal or state regulatory authority; • Is not in accordance with any other requirement of our applicable policies, procedures, procedures or practices; or or, • We reasonably decline to honor for your or our protection. You agree that any such action allowed above is a permissible under the terms of this Agreement and all laws and regulations applicable to the availability of funds held in deposit accounts and otherwise.

International ACH Transactions. You expressly acknowledge that Xxxxxxxx does not intentionally or knowingly engage in or support International ACH Transactions (“IATs”), as defined in the NACHA Rules. You represent and warrant that (i) the direct funding for the Entries originated by Rippling on behalf of you does not come from or involve a financial agency office that is located outside the territorial jurisdiction of the United States; (ii) you will not instruct Rippling to create, originate, or transmit Entries that use IAT as the Standard Entry Class Code (as defined in the NACHA Rules), or are otherwise required to be IATs under the NACHA Rules; and (iii) you will not engage in any act or omission that causes or results in Rippling creating, originating, or transmitting an IAT or a payment that should have been categorized as an IAT pursuant to the NACHA Rules. Rippling may, in its sole discretion, temporarily or permanently suspend providing the Payroll Service to you, without liability, if Rippling has reason to believe that you have breached any of the foregoing representations and warranties in this paragraph. You acknowledge that you are the Originator (as defined in the event NACHA Rules) of each Entry originated on your behalf by Xxxxxxxx and assumes the responsibilities of an International ACH Transaction (“IAT”) Entry that is transmitted to or from any of your Accounts is identified and designated by the Credit Union’s screening criteria for review and examination Originator under the OFAC NACHA Rules. You further acknowledge that under the NACHA Rules and Regulations the UCC, Rippling, as a Third-Party Sender (“OFAC as defined in the NACHA Rules”), then is required to make certain warranties on behalf of the settlement Originator with respect to each Entry. You agree to indemnify Rippling for any Claim which results, directly or indirectly, from a breach of such an IAT Entry may be delayed a warranty made by Rippling on behalf of you, unless such breach results solely from Rippling’s own gross negligence or suspended pending our review of the IAT Entry, and may be terminated under applicable OFAC Rulesintentional misconduct. You also acknowledge that we may be required to place an indefinite hold on under the funds covered by NACHA Rules and the IAT Entry if the IAT Entry UCC, Rippling is required to be terminated under indemnify certain persons, including, without limitation, the OFAC ODFI (as defined in the NACHA Rules), for the Originator’s failure to perform its obligations thereunder. You agree that to indemnify Rippling for any delay described in Claims which result from the forgoing provisions enforcement of this paragraph is a permissible delay under such an indemnity, unless the terms of laws and regulations applicable enforcement results solely from Rippling’s own gross negligence or intentional misconduct. You agree to the availability of funds held in deposit accounts. In the event an IAT Entry is delayed or terminated, we will provide Account holder such notice as may be required bound by the NACHA Rules, OFAC Rules, or other applicable laws Rules and regulations. Right further agree not to Reject, Delay or Suspend: We will not be obligated to honor, in whole or in part, (or may delay or suspend) originate any transaction or instruction which: • Is not in accordance with any term or condition applicable to the relevant account; • We reasonably believe may have been requested or issued without proper authority; • Involves funds subject to a hold, dispute, restriction or legal process which we believe prevents withdrawal; • We reasonably believe might Entries that violate the laws or regulations of the United States or any State, including without limitation, regulations of the Office of Foreign Asset Control (OFAC); • Would violate any other applicable provision of any risk control program of the FDIC, NCUA, or applicable rule or regulation of any other federal or state regulatory authority; • Is not in accordance with any other requirement of our applicable policies, procedures, or practices; or • We reasonably decline to honor for your or our protectionlaw. You acknowledge and agree that Rippling and any such action allowed above is a permissible under originating depository financial institution through which Entries you originate are processed may terminate or suspend your ability to originate Entries and may audit your compliance with the terms of this Agreement and all laws and regulations applicable to the availability of funds held in deposit accounts and otherwiseNACHA rules.

International ACH Transactions. You acknowledge that in the event an International ACH Transaction (“IAT”) Entry that is transmitted to or from any of your Accounts is identified and designated by the Credit Union’s screening criteria for review and examination under the OFAC Rules and Regulations (“OFAC Rules”), then the settlement of such an IAT Entry may be delayed or suspended pending our review of the IAT Entry, and may be terminated under applicable OFAC Rules. You also acknowledge that we may be required to place an indefinite hold on the funds covered by the IAT Entry if the IAT Entry is required to be terminated under the OFAC Rules. You agree that any delay described in the forgoing provisions of this paragraph is a permissible delay under the terms of laws and regulations applicable to the availability of funds held in deposit accounts. In the event an IAT Entry is delayed or terminated, we will provide Account holder such notice as may be required by the NACHA Rules, OFAC Rules, or other applicable laws and regulations. Right to Reject, Delay or Suspend: We will not be obligated to honor, in whole or in part, (or may delay or suspend) any transaction or instruction which: • Is not in accordance with any term or condition applicable to the relevant account; • We reasonably believe may have been requested or issued without proper authority; • Involves funds subject to a hold, dispute, restriction or legal process which we believe prevents withdrawal; • We reasonably believe might violate the laws or regulations of the United States or any State, including without limitation, regulations of the Office of Foreign Asset Control (OFAC); ) • Would violate any applicable provision of any risk control program of the FDIC, NCUA, FDIC or applicable • rule or regulation of any other federal or state regulatory authority; • Is not in accordance with any other requirement of our applicable policies, procedures, procedures or • practices; or or, • We reasonably decline to honor for your or our protection. You agree that any such action allowed above is a permissible under the terms of this Agreement and all laws and regulations applicable to the availability of funds held in deposit accounts and otherwise.