Reso 2014-2242 - Laserfiche WebLink

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Customer will furnish to Receiver, or to Bank upon its request, an original or a copy of an authorization as required under or for any purpose required by the NACH.I Rules. No investigation or verification procedure undertaken by Bank shall be deemed to limit or waive Customer's obligations under this Section. 19. Re- initiation of Entries. Customer may not re- initiate Entries except as prescribed by the NACHA Rides. 20. Payment by Customer for Entries; Payment by Bank for Entries. 20.1 Except as may otherwise be agreed by Bank in its sole and exclusive discretion. Customer shall pay Bank the amount of each credit Entry transmitted by Bank pursuant to this Appendix at such time on the date of transmittal by Bank of such credit Entry as Bank. in its discretion, may determine. 20.2 Customer shall promptly pay Bank the amount of each debit Entry returned by an RDFI pursuant to this Appendix. 20.3 Bank will pay Customer the amount of each debit Entry transmitted by Bank pursuant to this Appendix at such time on the Settlement Date with respect to such debit Entry as Bank, in its discretion. may determine, and the amount of each On -Us Entry at such time on the Effective Entry Date as Bank, in its discretion, may determine. 20.4 Bank will use reasonable efforts to promptly pay Customer the amount of each credit Entry returned by an RDFI that was transmitted by Bank pursuant to this Appendix. 20.5 Customer acknowledges and agrees that any failure of Customer to make payment to Bank as described in this Section may constitute an event of dcfault under any other agreement for credit that Customer or any of Customer's Affiliates has with Bank or any Affiliate of Batik. Customer further acknowledges and agrees to execute and deliver any further documents and instruments as Bank may require to effectuate the cross- dcfault contemplated hereby. 21. Third -Party Service Provider. Subject to Batik's prior approval and in its sole and exclusive discretion. Customer may appoint a third party to act as Customer's agent to process Entries on Customer's behalf and for purposes of the services provided hereunder ( "'Third -Party Service Provider "). as set forth in the Services' Setup Form(s). All data received by Bank from Third -Party Service Provider, including Entries and instructions (and corrections or adjustments thereto). are hereby authorized by Customer. All acts and omissions of Third -Party Service Provider shall be the acts, omissions and responsibility of Customer and shall be governed by the provisions of this Appendix. Subject to the provisions of Section 768.28 of the Florida Statutes. as applicable and as the same may be amended from time to time, Customer ,, /62 agrees. jointly and severally with Third -Party Service Provider. to indemnify and hold Bank harmless from any and all liabilities. losses. damages, costs and expenses of any kind (including, without limitation, the reasonable fees and disbursements of counsel in connection with anv investigative, administrative or judicial proceedings, whether or not Bank shall be designated a party thereto) which may be incurred by Bank relating to or arising out of the acts or omissions of Third -Party Service Provider on behalf of Customer. Customer and Third -Party Service Provider shall execute any such other agreement(s) or documents as deemed necessary or appropriate by Bank prior to the initiation or continuation by 'third -Party Service Provider of any services on Customer's behalf. including without limitation Bank's Third -Party Service Provider Agreement, as the same may be modified by Bank front time to lima Notice of any termination of Third - Party Service Provider's authority to transmit data and instructions to Bank on Customer's behalf shall be given to Bank in writing. The effective date of such termination shall be ten (10) Business Days after Bank receives written notice of such termination. Customer agrees that Bank retains the right to reject any Third -Party Service Provider and any Entries initiated by Customer's Third -Party Service Provider in its sole discretion. 22. Customer Representations and Agreements; Indemnity. In addition to Customer representations, agreements and warranties otherwise described in this Appendix, Customer further represents and warrants to Bank and agrees, with respect to each and every Entry transmitted by Customer or any Third -Party Service Provider on Customer's behalf. that: (i) Each person shown as the Receiver of an Entry received by Bank from Customer has authorized the initiation of such Entry and the crediting or debiting of its account in the amount and on the F,ffcctive Entry Date shown on such Entry: (ii) Such authorization is operative at the time of transmittal or crediting or debiting by Bank as provided herein: (iii) Entries transmitted to Bank by Customer are limited as set forth in Sections 3 and 5: (iv) Customer shall perform its obligations under this Appendix in accordance with the laws of the United States and all other applicable laws, regulations and orders, including, but not limited to, the transaction screening and sanctions laws. regulations and orders administered by OFAC: laws. regulations and orders administered by FinCEN: and any state laws, regulations or orders applicable to the providers of ACH payment services: (v) Customer shall be bound by and comply with the provisions of the NACHA Rules (among other provisions of the NACHA Rules) that make payments of an Entry by the RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such Entry: