Third Party Sender. Financial Institution may from time to time request information from Third-Party Sender in order to evaluate a continuation of the Service to be provided by Financial Institution hereunder and/or adjustment of any limits set by this Agreement. Third-Party Sender agrees to provide the requested financial information immediately upon request by Financial Institution, in the form required by Financial Institution. Third-Party Sender authorizes Financial Institution to investigate or reinvestigate at any time any information provided by Third-Party Sender in connection with this Agreement or the Service. Upon request by Financial Institution, Third-Party Sender hereby authorizes Financial Institution to enter Third-Party Sender’s business premises for the purpose of ensuring that Third-Party Sender is in compliance with this Agreement and Third-Party Sender specifically authorizes Financial Institution to perform an audit of Third-Party Sender’s operational controls, risk management practices, staffing and the need for training and ongoing support, and information technology infrastructure. Third-Party Sender hereby acknowledges and agrees that Financial Institution shall have the right to mandate specific internal controls at Third-Party Sender’s location(s) and Third-Party Sender shall comply with any such mandate. In addition, Third-Party Sender hereby agrees to allow Financial Institution to review available reports of independent audits performed at the Third-Party Sender location related to information technology, the Service and any associated operational processes. Third- Party Sender agrees that if requested by Financial Institution, Third-Party Sender will complete an assessment of Third-Party Sender’s operations, management, staff, systems, internal controls, training and risk management practices that would otherwise be reviewed by Financial Institution in an audit of Third-Party Sender. If Third-Party Sender refuses to provide the requested financial information, or if Financial Institution concludes, in its sole discretion, that the risk of Third-Party Sender is unacceptable, or if Third-Party Sender violates this Agreement or the Rules, or if Third-Party Sender refuses to give Financial Institution access to Third-Party Sender’s premises, Financial Institution may terminate the Service and this Agreement according to the provisions hereof.
Third Party Sender. To the extent applicable as a Third Party Sender under National Automated Clearing House Association ("NACHA") rules and regulations, Employer acknowledges and agrees that HQY must perform a certain level of due diligence on Employer and that part of such diligence requires that Employer make certain representations and warranties in order for HQY to be able to originate ACH transactions on Employer’s behalf. Accordingly, Employer (i) authorizes HQY to originate transactions on Employer’s behalf, (ii) agrees to be bound by applicable NACHA rules, (iii) agrees not to originate transactions that violate U.S. laws, and (iv) agrees to provide written notice to HQY if there are any restrictions on the type of transactions that may be originated and, if there are, to describe such restrictions. Employer further acknowledges and agrees that in addition to other termination rights outlined herein, HQY has the right to terminate or suspend the Services if Employer violates any applicable NACHA rules. Employer additionally acknowledges and agrees that HQY and the originating depository financial institution have the right to audit Employer’s compliance with the NACHA Rules and the terms of this provision with reasonable notice, during normal business hours.
Third Party Sender acknowledges and agrees that Financial Institution shall not be responsible or liable for any loss or damage as the result of delays or the failure of Financial Institution to perform any obligation under this agreement caused by acts of God, acts of other parties, acts of civil or military authorities, fires, strikes, floods, changes in laws or regulations, interruption of communication or computer facilities, suspension of payments by another Financial Institution, war, emergency conditions, or other circumstances beyond the control of Financial Institution.
Third Party Sender is a Third-Party Beneficiary. Merchant and TransFirst acknowledge that Third-Party Sender Checkgateway, LLC, or any other third-party sender utilized by TransFirst to provide Services under this Agreement, is an intended third-party beneficiary of this Agreement and has all the rights under this Agreement as if it were a party thereto, including, without limitation, the right to enforce any terms of the Agreement or assert claims against Merchant for breach of the Agreement.
Third Party Sender. If Customer is transmitting Entries as a third party vendor or processor on behalf of Originators (“Third Party Sender”), Customer agrees to be bound by the applicable terms provided in this Section and NACHA Rules. Customer warrants to Bank that the Third Party Sender has agreed to assume the responsibilities of an Originator under NACHA Rules and that ACH Entries shall not be initiated in violation of laws of the United States. Customer represents that it has executed an ACH agreement with each Originator and that the agreement binds the Originator to the NACHA Rules. Customer shall provide Bank with the list of Originators, copies of the agreements, and other information deemed reasonably necessary to identify the Originators. Bank reserves the right to review the list of Originators for which the Third Party Sender transmits Entries and to reject any in Bank’s sole discretion. As Third Party Sender, Xxxxxxxx agrees to indemnify, defend and hold Bank harmless from and against any and all claims, demands, expenses, losses, liabilities, and damages, including reasonable attorney fees and court costs at trial or on appeal that arise directly or indirectly from the failure of the Originator to perform its obligations as an Originator under NACHA Rules. Customer further agrees to assume all applicable responsibilities, warranties and liabilities of the ODFI, as specified in the NACHA Rules. Customer shall cooperate fully and respond within five (5) Business Days to any inquiry from Bank relating to potential NACHA Rule inquiries or violations.
Third Party Sender. You may not act as a third-party sender as defined in the Rules. If, for any reason, you do provide services that may result in you being deemed to be a third-party sender, you must cease providing such services immediately and shall be in default of this Agreement. Notwithstanding the foregoing, if your activities cause you to be a third- party sender, you are automatically deemed to make the additional agreements and representations to us that are contemplated by the Rules for third-party senders. Nothing set forth herein shall diminish, restrict, or otherwise reduce any obligations that you would have as a third-party sender under the Rules, it being the intention of the parties that our rights and remedies under this Agreement are in addition to, and not in lieu of, the rights and remedies available under the Rules. The agreements and warranties that you make as a Third-Party Sender include, without limitation, the following:
Third Party Sender acknowledges and agrees that the Security Procedures provisions, including (without limitation) any code, password, personal identification number, user identification technology, token, certificate, or other element, means, or method of authentication or identification used in connection with a Security Procedures (“Security Devices”) used in connection therewith, constitute commercially reasonable Security Procedures under applicable law for the initiation of ACH Entries. Third-Party Sender authorizes Bank to follow any and all instructions entered and transactions initiated using applicable Security Procedures unless and until Third-Party Sender has notified Bank, according to notification procedures prescribed by Bank, that the Security Procedures or any Security Device has been stolen, compromised, or otherwise become known to persons other than User and until Bank has had a reasonable opportunity to act upon such notice. Third-Party Sender agrees that the initiation of a transaction using applicable Security Procedures constitutes sufficient authorization for Bank to execute such transaction notwithstanding any particular signature requirements identified on any signature card or other documents relating to Third-Party Sender’s deposit account maintained with Bank, and Third-Party Sender agrees and intends that the submission of transaction orders and instructions using the Security Procedures shall be considered the same as Third-Party Sender’s written signature in authorizing Bank to execute such transaction. Third-Party Sender acknowledges and agrees that Third-Party Sender shall be bound by any and all Entries initiated through the use of such Security Procedures, whether authorized or unauthorized, and by any and all transactions and activity otherwise initiated by Third-Party Sender Authorized Representatives, to the fullest extent allowed by law. Third- Party Sender further acknowledges and agrees that the Security Procedures are not designed to detect error in the transmission or content of communications or Entries initiated by Third-Party Sender and that Third-Party Sender bears the sole responsibility for detecting and preventing such error.
Third Party Sender agrees to keep all Security Procedures and Security Devices protected, secure, and strictly confidential and to provide or make available the same only to User. Third-Party Sender agrees to instruct each User not to disclose or provide any Security Procedures or Security Devices to any unauthorized person. Upon the request of Bank, Third-Party Sender shall designate a system administrator to whom Bank may distribute Security Devices and with whom Bank may otherwise communicate regarding Security Procedures. Third-Party Sender’s system administrator shall have responsibility to distribute Security Devices to User(s) and to ensure the proper implementation and use of the Security Procedures by User(s). Where Third-Party Sender has the ability to change or modify a Security Device from time to time (e.g., a password or PIN), Third-Party Sender agrees to change Security Devices frequently in order to ensure the security of the Security Device. Third-Party Sender agrees to notify Bank immediately, according to notification procedures prescribed by Bank, if Third-Party Sender believes that any Security Procedures or Security Device has been stolen, compromised, or otherwise become known to persons other than User or if Third-Party Sender believes that any ACH transaction or activity is unauthorized or in error. In the event of any actual or threatened breach of security, Bank may issue Third-Party Sender a new Security Device or establish new Security Procedures as soon as reasonably practicable, Bank shall not be liable to Third- Party Sender or any third party for any delay in taking such actions.
Third Party Sender. If Customer is a Third Party Sender, as such term is hereafter defined, (a) Customer warrants that the Originator has agreed to be bound by the Rules and has satisfied the obligations of an Originator under the Rules; (b) in any case where the Originator fails to perform its obligations under the Rules as an Originator, Customer shall indemnify, defend and hold Bank harmless from and against any and all claims, demands, losses, liabilities and expenses, including attorneys’ fees and costs, that result directly or indirectly from the failure of the Originator to perform its obligations as an Originator under the Rules; (c) Customer agrees to cooperate with Bank regarding any request for information concerning the identity of any Originator; and (d) Customer represents, warrants and covenants that neither these Service Terms nor anything related to the ACH Origination Services violates, contravenes or is inconsistent with any of the terms, conditions or provisions of any agreement, understanding or arrangement between Customer and the Originator. Further, Bank will rely on Customer to evaluate the legitimacy of the Originators and their transactions originated by Customer and for ensuring that instructions do not involve illegal activities. Customer must notify Bank immediately if Customer suspects or become aware of any activity or transaction of an Originator that Customer believes may be of an illegal or illegitimate nature or that involves the proceeds of illegal activity or that was conducted, in part or whole, for the purpose of disguising the source of funds. Bank will be entitled at any time upon notice to Customer to decline to provide the ACH Origination Services, or terminate the provision of ACH Origination Services, for any Originator on whose behalf are originating Entries if Bank determines that there are excessive returns or reversals of Entries originated on behalf of such Originator or if Bank becomes aware of any information indicating suspicious, fraudulent or illegal activity related to such Originator or for any other reason. As used herein, “Third Party Sender” shall mean a person that is not an Originator, that has authorized an ODFI or another Third Party Sender to transmit, for the account of the Third Party Sender or another Third Party Sender, (i) a credit entry to the account of a Receiver with an RDFI, or if the Receiver is also the RDFI, to such Receiver, in order to effect a payment from the Originator to the Receiver, or (ii)...
Third Party Sender a) If Customer is transmitting Entries as a third-party vendor or processor on behalf of Originators (“Third-Party Sender”), Customer agrees to be bound by the applicable terms provided in this Section and Nacha Rules. Customer warrants to Bank that the Third-Party Sender has agreed to assume the responsibilities of an Originator under Nacha Rules and that ACH Entries shall not be initiated in violation of laws of the United States.
