Common use of Security Procedure and User Guides Clause in Contracts

Security Procedure and User Guides. As used in this Agreement and in Specifications, a “security procedure” is a procedure by which we verify that an instruction or other communication issued in your name, or your authorized signers or users names, or with respect to your accounts, was made and authorized by you. Different Services have different security procedures, as disclosed to you herein or in one or more Specifications for the specific Services. By receiving a Service’s Specifications and then using that Service, you are representing that you have determined that the Service’s security procedure is commercially reasonable for your needs as expressed to us (including the size, type and frequency of your typical transactions with that Service), and you are agreeing that the security procedure is commercially reasonable, and agreeing that we may accept, rely, act upon, and enforce against you any instruction (including payment instructions) or other communication (e.g., designation of accounts or authorized signers or users for the Service, or establishing or modifying payment templates) received by us in compliance with that security procedure, even if that instruction or communication was not actually made, sent or authorized by you. If a Service’s disclosed security procedure is not commercially reasonable for your needs, or if you are unwilling to be bound by all instructions and communications received by us in accordance with that security procedure, then you must not use that Service. Contact your treasury services representative who can discuss alternative products, and in some instances alternative or additional security procedures. We may provide you with (or allow your Administrator(s) or Authorized User(s) to select) one or more Access Credentials to access our Services. We also may provide you with operating procedures, and user guides in the Specifications in connection with certain Services. You agree to: (a) comply with the Specifications and procedures that we provide to you; (b) take all necessary steps to safeguard the security and confidentiality of your Access Credential, Specifications, and any other proprietary property or information we provide to you in connection with the Services; (c) limit access to the Access Credential to persons who have a need to know such information; (d) closely and regularly monitor the activities of employees who access the Services; (e) notify us immediately if you have any reason to believe the security or confidentiality required by this provision has been or may be breached; and (f) immediately change or exchange your Access Credential if you know or suspect that the confidentiality of the Access Credential has been compromised in any way. Our security procedures are not designed for the detection of errors (e.g., duplicate payments, or errors in your funds transfer instructions such as beneficiary or amount). We are not obligated to detect errors by you or others, even if we take certain actions from time to time to do so. You agree to change any temporary Access Credential we give you promptly after you are given access to the Services for the first time. You must disable access to the Services and to all Access Credentials for anyone that is no longer employed or authorized by you to use the Services. You also agree to change on a regular basis any self-selected Access Credential, but no less frequently than every 60 days. We may require you to change your Access Credentials at any time. As an alternative to verifying transactions by means of Access Credentials, we may elect to verify the authenticity or content of any order or instruction by placing a call to any Administrator or Authorized User on your Account or any other person designated by you for that purpose. We may deny access to the Services without prior notice if we are unable to confirm to our satisfaction any person’s authority to access the Services or use a feature, or if we believe such action is necessary for security reasons. Each time you make a transfer, payment, or other instruction with a Service, you warrant that our security procedures are commercially reasonable for your needs as expressed to us (based on the normal size, type, and frequency of your transactions). Some of our Services allow you or your Administrator to set transaction limitations and establish internal controls. Your failure to set such limitations and implement such controls increases your exposure to, and responsibility for, unauthorized transactions. You agree to be bound by any transfer, payment order, or other instruction we receive through the Services, even if it is not authorized by you, if it is authenticated by your Access Credential or is otherwise processed by us in accordance with our security procedures.