Reso 2014-2242 - Laserfiche WebLink

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Customers failure to comply with (i) the NAC11,4 Rules, or (ii) the laws. regulations and orders administered by the U.S., including without limitation, the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAU ) and the U.S. Department of the Treasury's Financial Crimes Fnforcement Network ("FinCFN "). 3. Risk Exposure Limits. 3.1 Bank will establish for Customer. in Bank's sole and exclusive discretion, a transactional "Credit Exposure Limit" and it "Debit Exposure Limit" ( "Exposure Limits) "). Each Exposure Limit will be established as an aggregate limit over multiple Settlement Dates with other not -yct- settled transactions issued by Customer through any ACII application with Bank. The Exposure Limits arc based on Customer's financial condition and anticipated or historical lcvel(s) of Entry instructions with Bank. Bank will notify Customer of Customer's Exposure Limits prior to implementation of the Services. 3.2 Customer shall promptly notify Bank if Customer anticipates a significant increase or decrease in the dollar amount of any of its ACH transactions. Bank may, from time to time, in its sole discretion, change the amount of Customer's Exposure Limits. Bank may, on an annual or more frequent basis. in Banks sole discretion. review Customer's Exposure Limits and make any adjustments to Customer's Exposure Limits that Bank may deem appropriate. 3.3 Bank monitors all Exposure Limits for every customer that originates ACII transactions. Bank may reject or suspend processing of any Entry instructions if such Entry exceeds Customer's Exposure Limit(s). Bank shall use commercially reasonable efforts to notify Customer of such rejection or suspension. Bank may, in its sole and exclusive discretion. but shall have no obligation. to elect to process occasional Entry instructions that would exceed Customer's Exposure Limit(s), subject to there being sufficient available funds in the Settlement Account for the total amount of all credit Entries submitted to Bank for processing. In such event. Bank will reduce available funds in the Settlement Account equal to the total amount of the ACI I credit Entries on the Business Day that Bank begins processing Customer's ACII file. and Customer's Settlement Account will be debited at the end of the effective Settlement Date of the file. 4. File Transmission Methods; Addenda. 4.1 Customer may elect, in accordance with the Services' Setup Form(s), to transmit a NACHA- formatted file to Bank via the following methods, or via such other methods as Bank may permit Isom time to time in its sole and exclusive discretion: 4.1.1 Bank Internet System Transmission. Customer may transmit a NACHA - formatted file to Bank via the service described in the Bank Internet System Appendix. Customer agrees to the terms of 21 „ /a2 the Bank Internet System Appendix and its related security procedures when initiating Fntrics as described therein. 4.1.2 Direct Electronic Transmission. Customer may transmit a NACI IA- formatted file directly to Bank, as described in or as otherwise permitted by Bank's Appendix for Data 'transmission Services. Connectivity between Bank and Customer must be established and successfully tested prior to live transactions. 4.2 Electronic Data Interchange ( "EDI "). EDI consists of the electronic movement of data between Customer and Bank in a structured, computer - retrievable data format that permits information to be transferred between a computer program at Customer's location and a computer program at Bank's location without re- keying. Customer and Bank may transmit between each other an ACII file that contains ACII Addenda which conform to the %ACHA Rules via EDI, and as described in or as otherwise permitted by Bank's Appendix for Data Transmission Services. Bank will process and forward Addenda information along with financial transactions through the ACII network. Bank will, upon Customer's request, forward Addenda information to Customer within two (2) Business Days of Bank's receipt of such information. 4.3 Corporate Payment Notification. Should Customer receive Addenda information or remittance details through the ACH network. Bank will, upon Customer's request, provide translated FDI data via a direct transmission tile, as described in or as otherwise permitted by Bank's Appendix for Data Transmission Services, online through the Bank Internet System, or via other mutually- agreed method, each Business Day upon receipt of the information. 5. Transmittal of Entries by Customer. 5.1 Customer will send file(s) of credit and debit Entries to Bank (i) with computer readable information: (ii) with an ACH file and format consistent with current NACI IA file and Bank specifications_ and (iii) on the medium as agreed by the parties and in accordance with the security procedures associated with that transmission medium. Customer agrees to initiate Entries described herein in accordance with the requirements of, and in compliance with its responsibilities, representations and warranties as an Originator under, the NACHA Rules, 5.2 With respect to any credit and debit Entries initiated and transmitted by Customer that involve consumers. Customer will comply with. each as may be amended from time to time: (i) all authorization. disclosure and other requirements of the NACHA Rules and (ii) all applicable federal and state laws and regulations. including. without limitation. any applicable requirements of Regulation E of the Board of Governors of the Federal Reserve System (or any successor entity who administers Regulation E) (hereinafter "Regulation E ") and the Federal Electronic Funds Transfer Act..