Common use of Responsibilities of Member Clause in Contracts

Responsibilities of Member. Member may submit ACH origination Entries to Alloya by use of Alloya’s ACH System. (A) Member is responsible for ensuring that the origination of ACH Entries complies with U.S. laws, including but not limited to sanctions enforced by the Office of Foreign Assets Control. (B) Member warrants that: (1) All Entries are properly authorized and conform to NACHA Rules; (2) Each person or entity shown as the Receiver on an Entry received by Alloya from Member has authorized the initiation of such Entry and the crediting or debiting of its account in the amount and on the Effective Entry Date shown on such Entry; (3) Such authorization is operative at the time of transmittal; (4) At the time the Entry is transmitted to the ACH Operator by Alloya, Member does not have actual knowledge of the revocation or termination of the authorization by the Receiver; (5) The Receiver’s authorization is neither inoperative nor ineffective by operation of law, nor has it been terminated by operation of law; (6) Entries transmitted to Alloya by Member are limited to those types of Entries and NACHA Standard Entry Class Codes agreed upon by Alloya and Member; (7) Member has provided all written disclosures required by NACHA Rules and all applicable laws and regulations to all consumers on whose behalf Alloya performs any Service. (C) Member acknowledges and agrees that, if an Entry describes the Receiver inconsistently by name and account number, payment of the Entry transmitted by Alloya to the RDFI may be made by the RDFI on the basis of the account number supplied by Member, even if it identifies a person different from the named Receiver, and that the Member’s obligation to pay the amount of the Entry to Alloya is not excused in such circumstances. Member is liable for and must settle with Alloya for any Entry initiated by Member that identifies the Receiver by account or identifying number or by name and account or identifying number. (D) Member shall be bound by and comply with the provision of UCC4A making payment of an Entry by the RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such Entry. Member specifically acknowledges that it has received notice of the rule regarding provisional payment and of the fact that, if such settlement is not received, the RDFI shall be entitled to a refund from the Receiver of the amount credited and Member shall not be deemed to have paid the Receiver the amount of the Entry. (E) Member may transmit Entries to Alloya through a TPSP. Member agrees it has full responsibility and liability for all actions performed by TPSP and that TPSP shall comply with all applicable provisions of the MMA and the ACH Services Agreement with respect to its transmission of such Entries. Member agrees to indemnify Alloya against and hold it harmless from any loss incurred by any person or entity as a result of any of TPSP’s actions or failures to act, specifically including all costs and attorney fees which may be incurred by Alloya. (F) If Member settles ACH transactions through Alloya then Member shall maintain a line of credit at Alloya (LOC) sufficient to cover settlement for ACH Origination Entries. (G) Member is liable for all Entries transmitted by Alloya on its behalf to the ACH Operator. (H) Member may elect to originate Same Day ACH Entries. Same Day Entries will be identified by using a date that is no later than the current day’s date in the Effective Entry Date field of the Company/Batch Header record. Member will also pay each RDFI for each Same Day Entry that is originated. (I) Member must transmit Entries prior to the cutoff time as defined in documentation made available to Member. Entries received after the cutoff time shall be deemed to be received on the next business day. (J) Member will monitor all debit Entry returns that RDFI’s return to ensure that the return rate thresholds are not exceeded according to the NACHA Rules: (1) Member will pay each RDFI for all unauthorized debit Entry returns that RDFI’s return to Member. (2) If Member consistently exceeds these thresholds, then Alloya may terminate ACH Origination Services.

Responsibilities of Member. Member may submit ACH origination Entries to Alloya by use of AlloyaXxxxxx’s ACH System. (A) Member is responsible for ensuring that the origination of ACH Entries complies with U.S. laws, including but not limited to sanctions enforced by the Office of Foreign Assets Control. (B) Member warrants that: (1) All Entries are properly authorized and conform to NACHA Rules; (2) Each person or entity shown as the Receiver on an Entry received by Alloya Xxxxxx from Member has authorized the initiation of such Entry and the crediting or debiting of its account in the amount and on the Effective Entry Date shown on such Entry; (3) Such authorization is operative at the time of transmittal; (4) At the time the Entry is transmitted to the ACH Operator by AlloyaXxxxxx, Member does not have actual knowledge of the revocation or termination of the authorization by the Receiver; (5) The Receiver’s authorization is neither inoperative nor ineffective by operation of law, nor has it been terminated by operation of law; (6) Entries transmitted to Alloya by Member are limited to those types of Entries and NACHA Standard Entry Class Codes agreed upon by Alloya Xxxxxx and Member; (7) Member has provided all written disclosures required by NACHA Rules and all applicable laws and regulations to all consumers on whose behalf Alloya Xxxxxx performs any Service. (C) Member acknowledges and agrees that, if an Entry describes the Receiver inconsistently by name and account number, payment of the Entry transmitted by Alloya Xxxxxx to the RDFI may be made by the RDFI on the basis of the account number supplied by Member, even if it identifies a person different from the named Receiver, and that the Member’s obligation to pay the amount of the Entry to Alloya Xxxxxx is not excused in such circumstances. Member is liable for and must settle with Alloya Xxxxxx for any Entry initiated by Member that identifies the Receiver by account or identifying number or by name and account or identifying number. (D) Member shall be bound by and comply with the provision of UCC4A making payment of an Entry by the RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such Entry. Member specifically acknowledges that it has received notice of the rule regarding provisional payment and of the fact that, if such settlement is not received, the RDFI shall be entitled to a refund from the Receiver of the amount credited and Member shall not be deemed to have paid the Receiver the amount of the Entry. (E) Member may transmit Entries to Alloya through a TPSP. Member agrees it has full responsibility and liability for all actions performed by TPSP and that TPSP shall comply with all applicable provisions of the MMA and the ACH Services Agreement with respect to its transmission of such Entries. Member agrees to indemnify Alloya against and hold it harmless from any loss incurred by any person or entity as a result of any of TPSP’s actions or failures to act, specifically including all costs and attorney fees which may be incurred by AlloyaXxxxxx. (F) If Member settles ACH transactions through Alloya Xxxxxx then Member shall maintain a line of credit at Alloya (LOC) sufficient to cover settlement for ACH Origination Entries. (G) Member is liable for all Entries transmitted by Alloya Xxxxxx on its behalf to the ACH Operator. (H) Member may elect to originate Same Day ACH Entries. Same Day Entries will be identified by using a date that is no later than the current day’s date in the Effective Entry Date field of the Company/Batch Header record. Member will also pay each RDFI for each Same Day Entry that is originated. (I) Member must transmit Entries prior to the cutoff time as defined in documentation made available to Member. Entries received after the cutoff time shall be deemed to be received on the next business day. (J) Member will monitor all debit Entry returns that RDFI’s return to ensure that the return rate thresholds are not exceeded according to the NACHA Rules: (1) Member will pay each RDFI for all unauthorized debit Entry returns that RDFIXXXX’s return to Member. (2) If Member consistently exceeds these thresholds, then Alloya may terminate ACH Origination Services.

Responsibilities of Member. Member may submit ACH origination Entries to Alloya by use of Alloya’s ACH System.ACH (A) Member is responsible for ensuring that the origination of ACH Entries complies with U.S. laws, including but not limited to sanctions enforced by the Office of Foreign Assets Control. (B) Member warrants that: (1) All Entries are properly authorized and conform to NACHA Rules; (2) Each person or entity shown as the Receiver on an Entry received by Alloya from Member has authorized the initiation of such Entry and the crediting or debiting of its account in the amount and on the Effective Entry Date shown on such Entry; (3) Such authorization is operative at the time of transmittal; (4) At the time the Entry is transmitted to the ACH Operator by Alloya, Member does not have actual knowledge of the revocation or termination of the authorization by the Receiver; (5) The Receiver’s authorization is neither inoperative nor ineffective by operation of law, nor has it been terminated by operation of law; (6) Entries transmitted to Alloya by Member are limited to those types of Entries and NACHA Standard Entry Class Codes agreed upon by Alloya and Member; (7) Member has provided all written disclosures required by NACHA Rules and all applicable laws and regulations to all consumers on whose behalf Alloya performs any Service. (C) Member acknowledges and agrees that, if an Entry describes the Receiver inconsistently by name and account number, payment of the Entry transmitted by Alloya to the RDFI may be made by the RDFI on the basis of the account number supplied by Member, even if it identifies a person different from the named Receiver, and that the Member’s obligation to pay the amount of the Entry to Alloya is not excused in such circumstances. Member is liable for and must settle with Alloya for any Entry initiated by Member that identifies the Receiver by account or identifying number or by name and account or identifying number. (D) Member shall be bound by and comply with the provision of UCC4A the NACHA RulesUCC4A making payment of an Entry by the RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such Entry. Member specifically acknowledges that it has received notice of the rule regarding provisional payment and of the fact that, if such settlement is not received, the RDFI shall be entitled to a refund from the Receiver of the amount credited and Member shall not be deemed to have paid the Receiver the amount of the Entry. (E) Member may transmit Entries to Alloya through a TPSP. Member agrees it has full responsibility and liability for all actions performed by TPSP and that TPSP shall comply with all applicable provisions of the MMA and the ACH Services Agreement with respect to its transmission of such Entries. Member agrees to indemnify Alloya against and hold it harmless from any loss incurred by any person or entity as a result of any of TPSP’s actions or failures to act, specifically including all costs and attorney fees which may be incurred by Alloya. (F) If Member settles ACH transactions through Alloya then Member shall maintain a line of credit at Alloya (LOC) sufficient to cover settlement for ACH Origination Entries. (G) Member is liable for all Entries transmitted by Alloya on its behalf to the ACH Operator. (H) Member may elect to originate Same Day ACH Entries. Same Day Entries will be identified by using a date that is no later than the current day’s date in the Effective Entry Date field of the Company/Batch Header record. Member will also pay each RDFI for each Same Day Entry that is originated. (I) Member must transmit Entries prior to the cutoff time as defined in documentation made available to Member. Entries received after the cutoff time shall be deemed to be received on the next business day. (J) Member will monitor all debit Entry returns that RDFI’s return to ensure that the return rate thresholds are not exceeded according to the NACHA Rules: (1) Member will pay each RDFI for all unauthorized debit Entry returns that RDFI’s return to Member. (2) If Member consistently exceeds these thresholds, then Alloya may terminate ACH Origination Services.