Common use of Third Party Service Providers Clause in Contracts

Third Party Service Providers. Member Client may be using special equipment, services or software provided by a third party to assist it in processing Files hereunder (“Service Provider”). Member Client agrees not to use a Service Provider to transmit files to Financial Institution without first entering into Financial Institution’s Third- Party Service Provider Agreement. If Member Client uses Service Provider to transmit Files to Financial Institution and Member Client and Service Provider have not entered into a Third-Party Service Provider Agreement, Member Client (a) agrees that Service Provider is acting as Member Client’s agent in the delivery of Files to Financial Institution, and (b) agrees to assume full responsibility and liability for any failure of Service Provider to comply with the laws of the United States, the Rules and this Agreement. Financial Institution will not be liable for any losses or additional costs incurred by Member Client as a result of any error by Service Provider or a malfunction of equipment provided by Service Provider. Member Client is solely responsible for maintaining compliance with the requirements of Service Provider, including obtaining any software updates. Financial Institution’s sole responsibility shall be to transmit Financial Institution approved transactions to the ACH Operator and Financial Institution shall not have any responsibility for any File handled by Service Provider until that point in time when Financial Institution accepts and approves a File from such Service Provider for processing. ACH Operator means a clearing facility that receives ACH Entries from the ODFI and distributes them to the appropriate receiving depository financial institution. If Financial Institution authorizes Member Client to use a Service Provider, the terms and conditions governing the relationship between Member Client and the Service Provider shall be governed by a separate agreement between Member Client and Service Provider (“Service Provider Agreement”). All of Member Client’s obligations and responsibilities under this Agreement will apply to the Service Provider, and Member Client’s separate agreement with the Service Provider must so provide. At Financial Institution’s request, Member Client will provide to Financial Institution a true and exact copy of such agreement. Member Client shall designate the Service Provider as a User and the Service Provider must also enter into a Service Provider Agreement before the Service Provider sends Files to Financial Institution. Notwithstanding the foregoing, Member Client hereby authorizes Financial Institution to accept any File submitted by the Service Provider even if the Service Provider has not been designated as a User or if the Third-Party Service Provider has not executed the Service Provider agreement. Member Client hereby indemnifies and holds Financial Institution harmless for any losses, damages, fines, assessments, costs and expenses incurred or suffered by Financial Institution or any other person as a result of or arising from Member Client’s use of Service Provider, including fines or assessments incurred under or pursuant to the Rules and attorneys' fees.

Third Party Service Providers. Member Client Company may be using special equipment, services or software provided by a third party Designated Service Provider to assist it in processing Files hereunder (“hereunder. For each Designated Service Provider”). Member Client agrees not to use a Service Provider to transmit files to Financial Institution without first entering into Financial Institution’s Third- Party Service Provider Agreement. If Member Client uses Service Provider to transmit Files to Financial Institution and Member Client and Service Provider have not entered into a Third-Party Service Provider Agreement, Member Client Company (a) agrees that Designated Service Provider is acting as Member ClientCompany’s agent in the delivery of Files to Financial InstitutionBank, and (b) agrees to assume full responsibility and liability for any failure of Designated Service Provider to comply with the laws of the United States, the Rules and this Agreement. Financial Institution will Bank shall not be liable for any losses losses, fees, costs or additional costs expenses incurred by Member Client Company as a result of any error by Designated Service Provider or a malfunction of equipment provided by Designated Service Provider. Member Client Company is solely responsible for maintaining compliance with the requirements of Designated Service Provider, including obtaining any software updates, and to ensure Designated Service Provider complies with this Agreement. Financial InstitutionBank’s sole responsibility shall be to transmit Financial Institution transactions approved transactions by Company on to the ACH Operator and Financial Institution Bank shall not have any responsibility for any File handled by Designated Service Provider until that point in time when Financial Institution Bank accepts and approves a File from such Designated Service Provider for processing. ACH Operator means a clearing facility that receives ACH Entries from To the ODFI and distributes them to the appropriate receiving depository financial institution. If Financial Institution authorizes Member Client to use a Service Provider, the terms and conditions governing the relationship between Member Client extent Company and the Designated Service Provider shall be governed by have entered into a separate agreement between Member Client and Service Provider (“Designated Service Provider Agreement”)) that conflicts with the terms of this Agreement, Company agrees that this Agreement shall control. All of Member ClientCompany’s obligations and responsibilities under this Agreement will apply to the Designated Service Provider, and Member Client’s Company represents and warrants that any separate agreement Designated Service Provider Agreement with the Designated Service Provider must shall so provide. At Financial InstitutionBank’s request, Member Client will Company shall provide to Financial Institution Bank a true and exact copy of such agreementany Designated Service Provider Agreement. Member Client Company shall designate the Designated Service Provider as a System User and the Service Provider must also enter into a Service Provider Agreement before the Designated Service Provider sends Files to Financial InstitutionBank. Notwithstanding the foregoing, Member Client Company hereby authorizes Financial Institution Bank to accept any File submitted by the Designated Service Provider even if the Designated Service Provider has not been designated as a System User or if the Third-Party Designated Service Provider has not executed the a Designated Service Provider agreementAgreement. Member Client Company hereby indemnifies and holds Financial Institution Bank harmless for any losses, damages, fines, assessments, costs costs, fees (including attorneys’ fees), and expenses incurred or suffered by Financial Institution Bank or any other person as a result of or arising from Member Clientor in any way related to Company’s use of Designated Service Provider, including fines Provider or assessments incurred under any alleged or pursuant to actual violation of the Rules and attorneys' feesRules.

Third Party Service Providers. Member Client may be using special equipment, services or software provided by a third party to assist it in processing Files hereunder (“Service Provider”). Member Client agrees not to use a Service Provider to transmit files to Financial Institution without first entering into Financial Institution’s Third- Third-Party Service Provider Agreement. If Member Client uses Service Provider to transmit Files to Financial Institution and Member Client and Service Provider have not entered into a Third-Party Service Provider Agreement, Member Client (a) agrees that Service Provider is acting as Member Client’s agent in the delivery of Files to Financial Institution, and (b) agrees to assume full responsibility and liability for any failure of Service Provider to comply with the laws of the United States, the Rules and this Agreement. Financial Institution will not be liable for any losses or additional costs incurred by Member Client as a result of any error by Service Provider or a malfunction of equipment provided by Service Provider. Member Client is solely responsible for maintaining compliance with the requirements of Service Provider, including obtaining any software updates. Financial Institution’s sole responsibility shall be to transmit Financial Institution approved transactions to the ACH Operator and Financial Institution shall not have any responsibility for any File handled by Service Provider until that point in time when Financial Institution accepts and approves a File from such Service Provider for processing. ACH Operator means a clearing facility that receives ACH Entries from the ODFI and distributes them to the appropriate receiving depository financial institution. If Financial Institution authorizes Member Client to use a Service Provider, the terms and conditions governing the relationship between Member Client and the Service Provider shall be governed by a separate agreement between Member Client and Service Provider (“Service Provider Agreement”). All of Member Client’s obligations and responsibilities under this Agreement will apply to the Service Provider, and Member Client’s separate agreement with the Service Provider must so provide. At Financial Institution’s request, Member Client will provide to Financial Institution a true and exact copy of such agreement. Member Client shall designate the Service Provider as a User and the Service Provider must also enter into a Service Provider Agreement before the Service Provider sends Files to Financial Institution. Notwithstanding the foregoing, Member Client hereby authorizes Financial Institution to accept any File submitted by the Service Provider even if the Service Provider has not been designated as a User or if the Third-Party Service Provider has not executed the Service Provider agreement. Member Client hereby indemnifies and holds Financial Institution harmless for any losses, damages, fines, assessments, costs and expenses incurred or suffered by Financial Institution or any other person as a result of or arising from Member Client’s use of Service Provider, including fines or assessments incurred under or pursuant to the Rules and attorneys' fees.

Third Party Service Providers. Member Client Customer may be using use special equipment, services or software provided by a third party (“Service Provider”) to assist it in processing Files hereunder (“Service Provider”). Member Client agrees not to use a Service Provider to transmit files to Financial Institution without first entering into Financial Institution’s Third- Party Service Provider Agreementhereunder. If Member Client Customer uses Service Provider to transmit Files to Financial Institution BND and Member Client Customer and Service Provider have not entered into a Third-Third Party Service Provider Agreement, Member Client Customer (a) agrees that Service Provider is acting as Member Client’s Customer's agent in the delivery of Files to Financial InstitutionBND, and (b) agrees to assume full responsibility and liability for any failure of Service Provider to comply with the laws of the United Statesapplicable state or federal law, the Rules and this Agreement, and will indemnify and hold BND harmless for the actions of the Service Provider. Financial Institution BND will not be liable for any losses or additional costs incurred by Member Client Customer as a result of any error by Service Provider or a malfunction of equipment provided by Service Provider. Member Client Customer is solely responsible for maintaining compliance with the requirements of Service Provider's requirements, including obtaining any software updatesupdates or patches. Financial Institution’s BND's sole responsibility shall be to transmit Financial Institution BND-approved transactions to the ACH Operator Operator, and Financial Institution BND shall not have any responsibility for any File handled by Service Provider until that point in time when Financial Institution BND accepts and approves a File from such Service Provider for processing. ACH Operator means a clearing facility that receives ACH Entries from the ODFI and distributes them to the appropriate receiving depository financial institution. If Financial Institution BND authorizes Member Client Customer to use a Service Provider, the terms and conditions governing the relationship between Member Client Customer and the Service Provider shall be governed by a separate agreement between Member Client Customer and Service Provider (“Service Provider Agreement”). All of Member Client’s Customer's obligations and responsibilities under this Agreement will apply to the Service Provider, Provider and Member Client’s Customer's separate agreement with the Service Provider must so provide. At Financial Institution’s BND's request, Member Client Customer will provide to Financial Institution BND a true and exact copy of such agreementany agreement between Customer and Service Provider affecting this Agreement. Member Client Customer shall designate the Service Provider as a User and the Service Provider must also enter into a Service Provider Agreement before the Service Provider sends Files to Financial InstitutionBND. Notwithstanding the foregoing, Member Client Customer hereby authorizes Financial Institution BND to accept any File submitted by the Service Provider even if the Service Provider has not been designated as a User or if the Third-Party Service Provider has not executed the Service Provider agreementAgreement. Member Client Customer hereby indemnifies and holds Financial Institution BND harmless for any losses, damages, fines, assessments, costs and expenses incurred or suffered by Financial Institution BND or any other person as a result of or arising from Member Client’s Customer's use of Service Provider, including fines or assessments incurred under or pursuant to the Rules and attorneys' fees.

Third Party Service Providers. Member Client Company may be using elect from time to time to use special equipment, services or software provided by a third party (“Service Provider”) to assist it in processing Files hereunder Entry file (“Service ProviderFiles”)) under this Agreement. Member Client Company agrees not to use a Service Provider to transmit files Entries to Financial Institution Bank without first entering into Financial InstitutionBank’s Third- Third-Party Service Provider Agreement. If Member Client Company uses a Service Provider to transmit Files Entries to Financial Institution Bank and Member Client Company and Service Provider have not entered into a Third-Party Service Provider Agreement, Member Client Company (a) agrees that Service Provider is acting as Member ClientCompany’s duly authorized agent in the delivery of Files to Financial InstitutionBank, and (b) agrees to assume full responsibility and liability for any failure of Service Provider to comply with the laws of the United States, the Rules rules and regulations and requirements (“Regulations”) of any governmental agency or regulatory authority (collectively “Agency”), the Rules, and Bank’s requirements, and this Agreement. Financial Institution will Bank shall not be liable for any losses losses, damages or additional costs incurred by Member Client Company as a result of any error by a Service Provider or a malfunction of any equipment or software provided by Service Provider. Member Client Company is solely responsible for maintaining compliance with the all requirements of Service Provider, including including, without limitation, obtaining any software updates. Financial InstitutionBank’s sole responsibility shall be to transmit Financial Institution Bank-approved transactions Entries to the ACH Operator Operator, and Financial Institution Bank shall not have any responsibility for any File handled by Service Provider until that point in time when Financial Institution Bank accepts and approves a such File from such Service Provider for processing. ACH Operator means a clearing facility that receives ACH Entries from the ODFI and distributes them to the appropriate receiving depository financial institution. If Financial Institution Bank authorizes Member Client Company to use a Service Provider, the terms and conditions governing the relationship between Member Client Company and the Service Provider shall be governed by a separate agreement between Member Client Company and Service Provider (“Customer Service Provider Agreement”). All of Member ClientCompany’s obligations and responsibilities under this Agreement will apply to the Company’s Service Provider, and Member ClientCompany’s separate agreement with the Service Provider must shall so provide. At Financial Institution’s requestUpon execution thereof, Member Client will and without need for further request by Bank, Company shall provide to Financial Institution Bank with a true and exact copy of such agreementService Provider Agreement. Member Client Company shall designate (and hereby expressly authorizes Bank to recognize and accept) the Service Provider as a User User, and the such Service Provider must also enter into a the Customer Service Provider Agreement before the such Service Provider sends Files to Financial InstitutionBank. Notwithstanding the foregoing, Member Client hereby Company authorizes Financial Institution Bank to accept any File submitted by the Service Provider even if the Service Provider has not been designated as a User or and/or if the Third-Party Service Provider has not executed the Service Provider agreementAgreement or Customer Service Provider Agreement as required hereunder. Member Client Company hereby indemnifies and holds Financial Institution Bank harmless for any and all losses, damages, fines, assessments, costs and expenses incurred or suffered by Financial Institution Bank or any other person as a result of or arising from Member ClientCompany’s use of a Service Provider, including fines or assessments incurred under or pursuant to the Rules Rules, and including all attorneys' fees’ fees and costs.

Third Party Service Providers. Member Client Customer may be using special equipment, services or software provided by a third party to assist it in processing Files hereunder (“Service Provider”). Member Client Customer agrees not to use a Service Provider to transmit files to Financial Institution Bank without first entering into Financial InstitutionBank’s Third- Third Party Service Provider Agreement. If Member Client Customer uses Service Provider to transmit Files to Financial Institution Bank and Member Client Customer and Service Provider have not entered into a Third-Third Party Service Provider Agreement, Member Client Customer (a) agrees that Service Provider is acting as Member ClientCustomer’s agent in the delivery of Files to Financial InstitutionBank, and (b) agrees to assume full responsibility and liability for any failure of Service Provider to comply with the laws of the United States, the Rules and this AgreementSection One. Financial Institution Bank will not be liable for any losses or additional costs incurred by Member Client Customer as a result of any error by Service Provider or a malfunction of equipment provided by Service Provider. Member Client Customer is solely responsible for maintaining compliance with the requirements of Service Provider, including obtaining any software updates. Financial InstitutionBank’s sole responsibility shall be to transmit Financial Institution Bank approved transactions to the ACH Operator and Financial Institution Bank shall not have any responsibility for any File handled by Service Provider until that point in time when Financial Institution Bank accepts and approves a File from such Service Provider for processing. ACH Operator means a clearing facility that receives ACH Entries from the ODFI and distributes them to the appropriate receiving depository financial institution. If Financial Institution Bank authorizes Member Client Customer to use a Service Provider, the terms and conditions governing the relationship between Member Client Customer and the Service Provider shall be governed by a separate agreement between Member Client Customer and Service Provider (“Service Provider Agreement”). All of Member ClientCustomer’s obligations and responsibilities under this Agreement Booklet will apply to the Service Provider, and Member ClientCustomer’s separate agreement with the Service Provider must so provide. At Financial InstitutionBank’s request, Member Client Customer will provide to Financial Institution Bank a true and exact copy of such agreement. Member Client Customer shall designate the Service Provider as a User and the Service Provider must also enter into a Service Provider Agreement before the Service Provider sends Files to Financial InstitutionBank. Notwithstanding the foregoing, Member Client Customer hereby authorizes Financial Institution Bank to accept any File submitted by the Service Provider even if the Service Provider has not been designated as a User or if the Third-Third Party Service Provider has not executed the Service Provider agreement. Member Client Customer hereby indemnifies and holds Financial Institution Bank harmless for any losses, damages, fines, assessments, costs and expenses incurred or suffered by Financial Institution Bank or any other person as a result of or arising from Member ClientCustomer’s use of Service Provider, including fines or assessments incurred under or pursuant to the Rules and attorneys' fees.

Third Party Service Providers. Member Client Company may be using special equipment, services or software provided by a third party to assist it in processing Files hereunder (“Service Provider”). Member Client Company agrees not to use a Service Provider to transmit files to Financial Institution without first entering into Financial Institution’s Third- Third Party Service Provider Agreement. If Member Client Company uses Service Provider to transmit Files to Financial Institution and Member Client Company and Service Provider have not entered into a Third-Third Party Service Provider Agreement, Member Client Company (a) agrees that Service Provider is acting as Member ClientCompany’s agent in the delivery of Files to Financial Institution, and (b) agrees to assume full responsibility and liability for any failure of Service Provider to comply with the laws of the United States, the Rules and this Agreement. Financial Institution will not be liable for any losses or additional costs incurred by Member Client Company as a result of any error by Service Provider or a malfunction of equipment provided by Service Provider. Member Client Company is solely responsible for maintaining compliance with the requirements of Service Provider, including obtaining any software updates. Financial Institution’s sole responsibility shall be to transmit Financial Institution approved transactions to the ACH Operator and Financial Institution shall not have any responsibility for any File handled by Service Provider until that point in time when Financial Institution accepts and approves a File from such Service Provider for processing. ACH Operator means a clearing facility that receives ACH Entries from the ODFI and distributes them to the appropriate receiving depository financial institution. If Financial Institution authorizes Member Client Company to use a Service Provider, the terms and conditions governing the relationship between Member Client Company and the Service Provider shall be governed by a separate agreement between Member Client Company and Service Provider (“Service Provider Agreement”). All of Member ClientCompany’s obligations and responsibilities under this Agreement will apply to the Service Provider, and Member ClientCompany’s separate agreement with the Service Provider must so provide. At Financial Institution’s request, Member Client Company will provide to Financial Institution a true and exact copy of such agreement. Member Client Company shall designate the Service Provider as a User and the Service Provider must also enter into a Service Provider Agreement before the Service Provider sends Files to Financial Institution. Notwithstanding the foregoing, Member Client Company hereby authorizes Financial Institution to accept any File submitted by the Service Provider even if the Service Provider has not been designated as a User or if the Third-Third Party Service Provider has not executed the Service Provider agreement. Member Client Company hereby indemnifies and holds Financial Institution harmless for any losses, damages, fines, assessments, costs and expenses incurred or suffered by Financial Institution or any other person as a result of or arising from Member ClientCompany’s use of Service Provider, including fines or assessments incurred under or pursuant to the Rules and attorneys' fees.