Origination of ACH Debits and Credits for Corporate Customers Sample Clauses

Origination of ACH Debits and Credits for Corporate Customers. From time to time and at its sole and absolute discretion, DI may offer its corporate Customers services relating to the initiation and/or origination of ACH credit or debit Entries (as defined below) by DI (“ACH Origination Services”). Such ACH Origination Services shall be subject to and governed by the NACHA Operating Rules and any local ACH operating rules then in effect as well as a separate ACH Origination Services Agreement in form and substance required by DI (the “Origination Services Agreement”). DI shall be responsible only for performing the services expressly provided for in the Origination Services Agreement, and shall exercise reasonable and ordinary care in performing its obligations thereunder. DI will be deemed to have exercised ordinary care if its actions (or failure to act) have been in conformity with its reasonable procedures and those procedures are based on standards followed by other institutions. Customer agrees that DI, its affiliated companies, employees and agents shall not be liable except for gross negligence or willful misconduct in performing the ACH Origination Services thereunder. Customer further agrees to indemnify DI against any loss, liability or expense (including attorneys’ fees and expenses) resulting from any breach of any warranties contained in the NACHA Operating Rules, or any claim of any person that DI is responsible for any act or omission other than those for which DI expressly assumes liability thereunder. IN NO EVENT SHALL DI BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, SPECIAL, EXEMPLARY INCIDENTAL OR PUNITIVE DAMAGES, OR INDIRECT LOSS OR DAMAGE WHICH CUSTOMER MAY INCUR OR SUFFER IN CONNECTION WITH THE ACH ORIGINATION SERVICES. THESE LIMITATIONS WILL APPLY WHETHER OR NOT THE LIKELIHOOD OF SUCH LOSSES OR DAMAGES WAS KNOWN OR SHOULD HAVE BEEN KNOWN BY DI. For the purposes of this Paragraph, the term“Entries” shall have the meaning ascribed to such term in the NACHA Operating Rules and shall also include the data that DI receives from Customer to prepare an ACH transmission.
Sample 1
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Related to Origination of ACH Debits and Credits for Corporate Customers

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