Common use of Positive Pay Services Clause in Contracts

Positive Pay Services. You acknowledge that if You elect to receive payroll checks drawn upon the account of Ours (!Positive Paychecks”) rather than payroll checks drawn on Your own account, We shall not be obligated to provide You with Positive Paychecks unless and until We have entered into an agreement with You to provide Positive Pay as part of the Services. You agree that We shall have no further obligation to process Your payroll on Positive Paychecks at any time after the termination. You agree that if funds are not made available before the check date, We will delay the release of any of Your payroll, which is processed on Positive Paychecks and will thereafter release such Positive Paychecks for disbursement to You only after receipt of good and sufficient funds. You agree not to distribute any of Our checks to Payees prior to 4:00 p.m. local time on the banking date immediately before pay date. If You desire to stop payment on any of Our checks, You shall provide Us with a stop payment request form, or perform a prescribed action in BerniePortal. We shall then place a stop payment order with Our bank within 24 hours after Our receipt of such stop payment request. You shall not request We stop payment on any of Our checks that represents funds to which the applicable Payee is rightfully entitled. You agree to indemnify, defend and hold harmless Us and Our affiliates and Third-Party Service Providers and their successors and assigns from and against any liability whatsoever for stopping payment on any of Our checks requested by You and from and against all actions, suits, losses, claims, damages, charges, and expenses of every nature and character, including attorney fees, in any claims or suits arising by reason of stopping payment on said check, including claims made by a !holder in due course” of such check. You agree that We will not be liable for any damages to You or Your employees arising from any decision to withhold the release of Your payroll which is processed on Positive Paychecks and that We will not be held responsible for any error, omission, negligence, or bad faith on the part of Our bank, whether in connection with a notice to Us of insufficient or unavailable funds. Regardless of any such delay in the release of Positive Paychecks, You will still be obligated to pay Us for applicable payroll processing charges. If You receive Positive Paychecks, You shall indemnify and hold harmless Us from and against any loss liability, claim, damage or exposure arising from or in connection with any action, proceeding or claim made or brought against Us by any bank with which You maintain a payroll account for funds, for any error by Us, omission or failure incident or pursuant to Us providing the Services to You which would have been corrected by Us but for the fact that You refuse or are unable to fund or reimburse such bank for the funding of Your payroll account at such bank. We will provide You with a quarterly listing of uncashed Positive Paychecks. Uncashed Positive Paychecks older than 180 days will be refunded to You. You are responsible for complying with the applicable state statutes regarding the escheatment of unclaimed funds. You shall not distribute any of Our checks to payees prior to the applicable check date. You acknowledge that if You distribute any of Our checks prior to the check date, We may impose an early cashing fee against You. You agree that, prior to the first credit to the account of any employee or other individual under Positive Paycheck Services, You shall obtain and retain a signed authorization from such employee or individual authorizing the initiation of credits to such party"s account and debits of such account to recover funds credited to such account in error.

Positive Pay Services. Check Issue Report. You acknowledge that if You elect will submit a Check Issue Report to receive payroll the Bank each day you issue checks drawn upon on an Authorized Account through Commercial Banking Online. The Check Issue Report shall accurately state the account check number and the exact dollar amount of Ours (!Positive Paychecks”) rather than payroll checks each check drawn on Your own accounteach Authorized Account since the last Check Issue Report was submitted. Payment of Presented Checks and Reporting of Exception Checks. The Bank will compare each Presented Check by check number and amount against each Check Issue Report received by the Bank. On each Business Day, the Bank: (a) may pay and charge to the Authorized Account each Presented Check that matches by check number and amount a check shown in any Check Issue Report; and (b) shall make available through Commercial Banking Online by 8:00 AM Pacific Time an Exception Check List that indicates whether the Bank has received any Exception Checks and, if so, specifies the complete check number and amount of any such Exception Check. Payment of Exception Checks; Return Requests. The Bank will pay or return Exception Checks pursuant to your Pay/Return Request or pursuant to ONLY ONE of the following default selections: A Pay/Return Request shall identify each Exception Check that you desire us to pay or return by the complete check number and amount specified in the Exception Check List and shall instruct the Bank to pay or return the Exception Check. You must submit the Pay/Return Request to us via Commercial Banking Online by 11:00 AM Pacific Time of the day the Bank makes the Exception Check List available. The Bank shall then charge to the Authorized Account or return to the depositary bank any Exception Check that you instruct us to pay or return. We shall will not be obligated to provide You comply with Positive Paychecks unless and until We have entered into an agreement with You to provide Positive Pay as part of the Services. You agree that We shall have no further obligation to process Your payroll on Positive Paychecks at any time Pay/Return Request received in a format or medium, after the termination. You agree that if funds are not made available before the check date, We will delay the release of any of Your payroll, which is processed on Positive Paychecks and will thereafter release such Positive Paychecks for disbursement to You only after receipt of good and sufficient funds. You agree not to distribute any of Our checks to Payees prior to 4:00 p.m. local time on the banking date immediately before pay date. If You desire to stop payment on any of Our checks, You shall provide Us with a stop payment request formdeadline, or perform in a prescribed action in BerniePortal. We shall then place manner not permitted under this Agreement but may instead treat such a stop payment order with Our bank within 24 hours after Our receipt of such stop payment request. You shall Pay/Return Request as though it had not request We stop payment on any of Our checks that represents funds to which the applicable Payee is rightfully entitled. You agree to indemnify, defend and hold harmless Us and Our affiliates and Third-Party Service Providers and their successors and assigns from and against any liability whatsoever for stopping payment on any of Our checks requested by You and from and against all actions, suits, losses, claims, damages, charges, and expenses of every nature and character, including attorney fees, in any claims or suits arising by reason of stopping payment on said check, including claims made by a !holder in due course” of such check. You agree that We will not be liable for any damages to You or Your employees arising from any decision to withhold the release of Your payroll which is processed on Positive Paychecks and that We will not be held responsible for any error, omission, negligence, or bad faith on the part of Our bank, whether in connection with a notice to Us of insufficient or unavailable funds. Regardless of any such delay in the release of Positive Paychecks, You will still be obligated to pay Us for applicable payroll processing charges. If You receive Positive Paychecks, You shall indemnify and hold harmless Us from and against any loss liability, claim, damage or exposure arising from or in connection with any action, proceeding or claim made or brought against Us by any bank with which You maintain a payroll account for funds, for any error by Us, omission or failure incident or pursuant to Us providing the Services to You which would have been corrected by Us but for the fact that You refuse or are unable to fund or reimburse such bank for the funding of Your payroll account at such bank. We will provide You with a quarterly listing of uncashed Positive Paychecks. Uncashed Positive Paychecks older than 180 days will be refunded to You. You are responsible for complying with the applicable state statutes regarding the escheatment of unclaimed funds. You shall not distribute any of Our checks to payees prior to the applicable check date. You acknowledge that if You distribute any of Our checks prior to the check date, We may impose an early cashing fee against You. You agree that, prior to the first credit to the account of any employee or other individual under Positive Paycheck Services, You shall obtain and retain a signed authorization from such employee or individual authorizing the initiation of credits to such party"s account and debits of such account to recover funds credited to such account in errorreceived.

Positive Pay Services. Check Issue Report. You acknowledge that if You elect will submit a Check Issue Report to receive payroll the Bank each day you issue checks drawn upon on an Authorized Account through the account Online Banking Service. The Check Issue Report shall accurately state the check number and the exact dollar amount of Ours (!Positive Paychecks”) rather than payroll checks each check drawn on Your own accounteach Authorized Account since the last Check Issue Report was submitted. Payment of Presented Checks and Reporting of Exception Checks. The Bank will compare each Presented Check by check number and amount against each Check Issue Report received by the Bank. On each Business Day, the Bank: (a) may pay and charge to the Authorized Account each Presented Check that matches by check number and amount a check shown in any Check Issue Report; and (b) shall make available through the Online Banking Service by 8:00 AM Pacific Time an Exception Check List that indicates whether the Bank has received any Exception Checks and, if so, specifies the complete check number and amount of any such Exception Check. Payment of Exception Checks; Return Requests. The Bank will pay or return Exception Checks pursuant to your Pay/Return Request or pursuant to ONLY ONE of the following default selections: A Pay/Return Request shall identify each Exception Check that you desire us to pay or return by the complete check number and amount specified in the Exception Check List and shall instruct the Bank to pay or return the Exception Check. You must submit the Pay/Return Request to us via the Online Banking Service by 11:00 AM Pacific Time of the day the Bank makes the Exception Check List available. The Bank shall then charge to the Authorized Account or return to the depositary bank any Exception Check that you instruct us to pay or return. We shall will not be obligated to provide You comply with Positive Paychecks unless and until We have entered into an agreement with You to provide Positive Pay as part of the Services. You agree that We shall have no further obligation to process Your payroll on Positive Paychecks at any time Pay/Return Request received in a format or medium, after the termination. You agree that if funds are not made available before the check date, We will delay the release of any of Your payroll, which is processed on Positive Paychecks and will thereafter release such Positive Paychecks for disbursement to You only after receipt of good and sufficient funds. You agree not to distribute any of Our checks to Payees prior to 4:00 p.m. local time on the banking date immediately before pay date. If You desire to stop payment on any of Our checks, You shall provide Us with a stop payment request formdeadline, or perform in a prescribed action in BerniePortal. We shall then place manner not permitted under this Agreement but may instead treat such a stop payment order with Our bank within 24 hours after Our receipt of such stop payment request. You shall Pay/Return Request as though it had not request We stop payment on any of Our checks that represents funds to which the applicable Payee is rightfully entitled. You agree to indemnify, defend and hold harmless Us and Our affiliates and Third-Party Service Providers and their successors and assigns from and against any liability whatsoever for stopping payment on any of Our checks requested by You and from and against all actions, suits, losses, claims, damages, charges, and expenses of every nature and character, including attorney fees, in any claims or suits arising by reason of stopping payment on said check, including claims made by a !holder in due course” of such check. You agree that We will not be liable for any damages to You or Your employees arising from any decision to withhold the release of Your payroll which is processed on Positive Paychecks and that We will not be held responsible for any error, omission, negligence, or bad faith on the part of Our bank, whether in connection with a notice to Us of insufficient or unavailable funds. Regardless of any such delay in the release of Positive Paychecks, You will still be obligated to pay Us for applicable payroll processing charges. If You receive Positive Paychecks, You shall indemnify and hold harmless Us from and against any loss liability, claim, damage or exposure arising from or in connection with any action, proceeding or claim made or brought against Us by any bank with which You maintain a payroll account for funds, for any error by Us, omission or failure incident or pursuant to Us providing the Services to You which would have been corrected by Us but for the fact that You refuse or are unable to fund or reimburse such bank for the funding of Your payroll account at such bank. We will provide You with a quarterly listing of uncashed Positive Paychecks. Uncashed Positive Paychecks older than 180 days will be refunded to You. You are responsible for complying with the applicable state statutes regarding the escheatment of unclaimed funds. You shall not distribute any of Our checks to payees prior to the applicable check date. You acknowledge that if You distribute any of Our checks prior to the check date, We may impose an early cashing fee against You. You agree that, prior to the first credit to the account of any employee or other individual under Positive Paycheck Services, You shall obtain and retain a signed authorization from such employee or individual authorizing the initiation of credits to such party"s account and debits of such account to recover funds credited to such account in errorreceived.

Positive Pay Services. Check Issue Report. You acknowledge that if You elect will submit a Check Issue Report to receive payroll Bank each day you issue checks drawn upon on an Authorized Account through the account Online Banking Service. The Check Issue Report shall accurately state the check number and the exact dollar amount of Ours (!Positive Paychecks”) rather than payroll checks each check drawn on Your own accounteach Authorized Account since the last Check Issue Report was submitted. Payment of Presented Checks and Reporting of Exception Checks. The Bank will compare each Presented Check by check number and amount against each Check Issue Report received by Bank. On each Business Day, Bank: (a) may pay and charge to the Authorized Account each Presented Check that matches by check number and amount a check shown in any Check Issue Report; and (b) shall make available through the Online Banking Service by 8:00 AM Pacific Time an Exception Check List that indicates whether Bank has received any Exception Checks and, if so, specifies the complete check number and amount of any such Exception Check. Payment of Exception Checks; Return Requests. Bank will pay or return Exception Checks pursuant to your Pay/Return Request or pursuant to ONLY ONE of the following default selections: Return Default: If the Return Default Option is selected, Bank shall return to the depository bank any Exception Check drawn on the Account(s), unless Customer issues a timely Pay/Return Request to Bank. Pay Default. If the Pay Default option is selected, Bank shall pay and charge to the Account(s), any Exception Check drawn on the Account(s) unless the Customer issues a timely Pay/Return Request to Bank. A Pay/Return Request shall identify each Exception Check that you desire us to pay or return by the complete check number and amount specified in the Exception Check List and shall instruct Bank to pay or return the Exception Check. You must submit the Pay/Return Request to us via the Online Banking Service by 11:00 AM Pacific Time of the day the Bank makes the Exception Check List available. Bank shall then charge to the Authorized Account or return to the depositary bank any Exception Check that you instruct us to pay or return. We shall will not be obligated to provide You comply with Positive Paychecks unless and until We have entered into an agreement with You to provide Positive Pay as part of the Services. You agree that We shall have no further obligation to process Your payroll on Positive Paychecks at any time Pay/Return Request received in a format or medium, after the termination. You agree that if funds are not made available before the check date, We will delay the release of any of Your payroll, which is processed on Positive Paychecks and will thereafter release such Positive Paychecks for disbursement to You only after receipt of good and sufficient funds. You agree not to distribute any of Our checks to Payees prior to 4:00 p.m. local time on the banking date immediately before pay date. If You desire to stop payment on any of Our checks, You shall provide Us with a stop payment request formdeadline, or perform in a prescribed action in BerniePortal. We shall then place manner not permitted under this Agreement but may instead treat such a stop payment order with Our bank within 24 hours after Our receipt of such stop payment request. You shall Pay/Return Request as though it had not request We stop payment on any of Our checks that represents funds to which the applicable Payee is rightfully entitled. You agree to indemnify, defend and hold harmless Us and Our affiliates and Third-Party Service Providers and their successors and assigns from and against any liability whatsoever for stopping payment on any of Our checks requested by You and from and against all actions, suits, losses, claims, damages, charges, and expenses of every nature and character, including attorney fees, in any claims or suits arising by reason of stopping payment on said check, including claims made by a !holder in due course” of such check. You agree that We will not be liable for any damages to You or Your employees arising from any decision to withhold the release of Your payroll which is processed on Positive Paychecks and that We will not be held responsible for any error, omission, negligence, or bad faith on the part of Our bank, whether in connection with a notice to Us of insufficient or unavailable funds. Regardless of any such delay in the release of Positive Paychecks, You will still be obligated to pay Us for applicable payroll processing charges. If You receive Positive Paychecks, You shall indemnify and hold harmless Us from and against any loss liability, claim, damage or exposure arising from or in connection with any action, proceeding or claim made or brought against Us by any bank with which You maintain a payroll account for funds, for any error by Us, omission or failure incident or pursuant to Us providing the Services to You which would have been corrected by Us but for the fact that You refuse or are unable to fund or reimburse such bank for the funding of Your payroll account at such bank. We will provide You with a quarterly listing of uncashed Positive Paychecks. Uncashed Positive Paychecks older than 180 days will be refunded to You. You are responsible for complying with the applicable state statutes regarding the escheatment of unclaimed funds. You shall not distribute any of Our checks to payees prior to the applicable check date. You acknowledge that if You distribute any of Our checks prior to the check date, We may impose an early cashing fee against You. You agree that, prior to the first credit to the account of any employee or other individual under Positive Paycheck Services, You shall obtain and retain a signed authorization from such employee or individual authorizing the initiation of credits to such party"s account and debits of such account to recover funds credited to such account in errorreceived.