Common use of Provisions Applicable to ACH Third Party Senders Clause in Contracts

Provisions Applicable to ACH Third Party Senders. With respect to each and every Entry initiated by Customer, Customer represents and warrants to Bank and agrees that (a) Customer shall initiate Entries as a Third-Party Sender only in compliance with the provisions of this section, (b) in any case in which Customer acts as a Third-Party Sender with respect to the initiation of Entries on behalf of other Originators or Third-Party Senders, the Originator has agreed to assume the responsibilities of an Originator under the Rules, and Customer makes the warranties and assumes the liabilities of an Originating Depository Financial Institution as provided in Sections 5.3 and 5.5 of the Rules, (c) each person shown as the Receiver on an Entry received by Bank from Customer has authorized the initiation of such Entry and the debiting or crediting of its account in the amount and on the Effective Entry Date shown on such Entry, (d) such authorization is operative at the time of transmittal or at the time of debiting or crediting by Bank as provided herein, (e) Entries transmitted to Bank by Customer are limited to PPD and CCD unless Customer requests and is approved to originate others, (f) Customer shall perform its obligations under this Agreement in accordance with all applicable federal and state laws and regulations, including the sanctions laws administered by the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), and regulations administered by the United States Department of Treasury Financial Crimes Enforcement Network (“FinCEN”), and (g) Customer shall be bound by and comply with the Rules as in effect from time to time. Customer specifically acknowledges that it has received notice of the Rules. Customer shall indemnify Bank against any claim, loss, liability or expense (including attorneys’ fees and expenses) resulting from or arising out of any breach of any of the foregoing representations or agreements.

Provisions Applicable to ACH Third Party Senders. With respect to each and every Entry initiated by Customer, Customer represents and warrants to Bank and agrees that (a) Customer shall initiate Entries as a Third-Party Sender only in compliance with the provisions of this sectionsection after prior written approval by Bank, (b) in any case in which Customer acts as a Third-Party Sender with respect to the initiation of Entries on behalf of other Originators or Third-Party Senders, the Originator has agreed to assume the responsibilities of an Originator under the Operating Rules, and Customer makes the warranties and assumes the liabilities of an Originating Depository Financial Institution as provided in Sections 5.3 and 5.5 of the Operating Rules, (c) each person shown as the Receiver on an Entry received by Bank from Customer has authorized the initiation of such Entry and the debiting or crediting of its account in the amount and on the Effective Entry Date shown on such Entry, (d) such authorization is operative at the time of transmittal or at the time of debiting or crediting by Bank as provided herein, (e) Entries transmitted to Bank by Customer are limited to PPD and CCD unless Customer requests and is separately approved to originate othersby Bank in writing, (f) Customer shall perform its obligations under this Agreement in accordance with all applicable federal and state laws and regulationsApplicable Laws, including the sanctions laws administered by the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), and regulations administered by the United States Department of Treasury Financial Crimes Enforcement Network (“FinCEN”), and (g) Customer shall be bound by and comply with the Operating Rules as in effect from time to time. Customer specifically acknowledges that it has received notice of the Operating Rules. Customer shall indemnify Bank against any claim, loss, liability or expense (including attorneys’ fees and expenses) resulting from or arising out of any breach of any of the foregoing representations or agreements, (h) Customer shall comply with Operating Rule requirements related to annual compliance audits and risk assessments and will implement a risk management program based on the results of those assessments, and (i) Customer will establish data security policies, procedures and systems with commercially reasonable authentication, authorization and encryption protocols.