Reso 2014-2242 - Laserfiche WebLink

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the Services. as evidenced by certified copies of resolutions from Customer's board of directors or other governing body. if any. or other certificate or evidence of authority satisfactory to Bank, including, without limitation, any Customer enrollment or Setup Form(s) completed by Customer. "Bank Internet System" means Bank's Internet - based electronic information delivery and transaction initiation system, as may be offered by Bank from time to time, including but not limited to Bank's c'treasury Services. "Bank Internet Svstem Appendix" means the agreement issued by Bank and governing Customer's use of the Bank Internet System. "Business Dav" has the meaning given to it in the Account Agreement. "Calendar Day" has the meaning given to it in the Account Agreement. "Primary , Iccount" means the Account designated by Customer to which any direct Service fees due Bank may be charged in accordance with this Agreement. Unless otherwise agreed upon in writing by Bank. the address for Customer associated with the primary Account shall be the address to which all notices and other communications concerning the Services may be sent by Bank. ".Substitute Check" has the meaning given to it in Section 3(16) of the Check Clearing far the 21" Centw-i Act ( "Check 21 "). P.L. 108 -100. 12 U.S.C. § 5002(16). 2. The Services. 2.1 Bank shall provide to Customer. subject to this Agreement and the applicable Appendix. all Cash Management Services that Customer may request From time to time. Bank shall not be required to provide any Services specified in an Appendix unless Customer also provides all information reasonably required by Bank to provide to Customer the Service(s) specified therein. 2.2 Customer, through its Authorized Representative, may use the Services solely in accordance with the terms and conditions of this Agreement and the related Appendices. 2.3 With the exception of scheduled off - peak downtime periods. Bank shall make all reasonable efforts to make the Services available to Customer each Business Day. 2.4 Access to on -line Services will be denied if invalid Access Devices are used or if the user exceeds the number of invalid attempts allowed by Bank. 2.5 Customer is authorized to use the Services only for the purposes and in the manner contemplated by this Agreement. 2.6 Customer agrees to cooperate with Bank, as Bank may reasonably request, in conjunction with the performance of the Services. 2.7 Customer agrees to comply with the Rules, as they may be amended from time to time by Bank. 2.8 A number of Bank's Services are subject to processing cut -off times on a Business Day. Customer can obtain information on Bank's current cut -off time(s) for Servicc(s) by reviewing the relevant Service's Setup Form(s), as applicable, or by calling Cash Management Customer Care at 1 -866- 475 -7262, or by contacting Customer's Cash Management Sales Representative. Instructions received after a cut -off time or on a day other than a Business Day may be deemed received as of the next Business Day. 2.9 Except for the Service Fees (as further defined in Section 4.2 of this Agreement) and scope of included - Services applicable to the Initial "term of the Contract as further described in Section 14 of this Agreement. Bank may make changes to this Agreement and any Appendix at any time. where such amendments apply to all or substantially all of the Bank's Cash Management Services customers, by providing notice to Customer in accordance with the terms of this Agreement or as may be required by applicable law. Notwithstanding anything to the contrary herein, any Appendix that provides for an alternative form and method for making changes to such Appendix and for providing notice of the same shall govern for that Service. Further, notwithstanding anything to the contrary in the Contract. if Bank believes immediate action is required for security of Bank or Customer funds. Bank may immediately initiate changes to any procedures and provide prompt subsequent notice thereof to Customer. 2.10 In connection with this Agreement and the Services. Customer agrees that it shall present. and Bank shall have a duty to process. only Substitute Checks that arc created by financial institutions; provided. however. that this limitation shall not apply to Substitute Checks created with data from Customer pursuant to any Appendix for Services involving the creation of electronic check images using check conversion technology. 3. Covenants, Representations and Warranties. 3.1 Customer represents and warrants that the individuals) executing this Agreement has /have been authorized by all necessary Customer action to sign such agreements and to issue such instructions as may be necessary to carry out the purposes and intent of this Agreement and to enable Customer to receive each selected Service. Mach Authorized Representative whom Customer permits to access and use the Services is duly authorized by all necessary action on the part of Customer to (i) access the Account(s) and use the Services; (ii) access any tr4'191369'J/ 3 ,(62 0613