Reso 2014-2242 - Laserfiche WebLink

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limitation. any Federal Reserve Bank, ACII Operator or transmission or communications facility, any Receiver or RDFI. 23. Inconsistency of Name and Account Number. Customer acknowledges and agrees that if an Entry describes a Receiver inconsistently by name and account number, then (i) payment of such Entry transmitted to an RDFI may be made by the RDFI (or by flank for an On -Us Entry) on the basis of the account number, even if it identities a person different firom the named Receiver and (ii) Customer's obligation to pay the amount of Entry to Bank is not excused in such circumstances. Similarly, if an Entry describes an RDFI inconsistently by name and routing number, payment of such Entry may be made based on the routing number. and Customer shall be liable to pay that Entry. 24. Banks Unable to Accept ACH Transactions. If Customer submits an Entry to Bank relating to an RDFI which is riot a participant in an ACH network or submits an Entry which has a same -day settlement, then (i) Bank may reject such Entry and use reasonable efforts to notil, Customer of such rejection or (ii) if Bank does not reject such Entry, upon receiving a return transaction related to the Entry fi•om the ACH Operator. Bank may offset the Settlement Account and notily Customer of such transaction. 25. Notices, Instructions, Etc. 25.1 Except as otherwise expressly provided herein, Bank shall not be required to act upon any notice or instruction received from Customer or any other person, or to provide any notice or advice to Customer or any other person with respect to any matter. 25.2 Bank shall be entitled to rely on any written notice or other written communication believed by it in good faith to be genuine and to have been provided in accordance with the provisions of the parties' Cash Management Master Agreement. 26. Data Retention. Customer shall retain data on file adequate to permit remaking of Entries for five (5) Business Days following the date of their transmittal by Bank as provided herein and shall provide such data to Bank upon request. Without limiting the generality of the foregoing provision. Customer specifically agrees to be bound by and comply with all applicable provisions of the NACHA Rules regarding the retention of docmmcnts or any record, including, without limitation, Customer's responsibilities to retain all items. source documents and records of authorization, in accordance with the NAC114 Rules. 27. Data Breaches. 27.1 Customer agrees that it will adopt and implement commercially reasonable policies, procedures and systems to provide security as to the information being transmitted and to receive, store, transmit and destroy data -of 6' or information in a secure manner to prevent loss. theft. or unauthorized access to data or information ( "Data Breaches'). including but not limited to, Consumer -Level ACII Data. 27.2 Customer agrees that it will promptly investigate any suspected Data Breaches and monitor its systems regularly for unauthorized intrusions. 27.3 Customer will provide timely and accurate notification to Bank by calling 1- 866 -475 -7262 with regard to any Data Breaches when known or reasonably suspected by Customer. including but not limited to, Data Breaches to Consumer -bevel ACH Data. and will take all reasonable measures, including, without limitation. retaining computer forensic experts. to determine the scope of any data or transactions affected by any Data Breaches, providing all such determinations to Bank. 28. Audit. Bank has the right to periodically audit Customer's compliance with the N.-ICHA Rules. U.S. law and Bank policies, including, but not limited to. this Appendix. 29. Records. All electronic or other files. Entries, Security Procedures and related records used by Bank for transactions contemplated by this Appendix shall be and remain Bank's property. Bank may, in its sole discretion, make available such information upon Customer's request. Any expenses incurred by Bank in making such information available to Customer shall be paid by Customer. 30. Termination. The parties may terminate this Appendix in accordance with the terms and conditions of the parties' Cash Management Master Agreement or the Contract. In addition, if Customer breaches the N,4CH4 Rules or causes Bank to breach the NACHA Rules. this Appendix may be terminated or suspended by Bank upon ten (10) Business Days' notice. or such shorter period as may be provided in the parties' Cash Management Master Agreement. Any termination of this Appendix shall not affect any of Bank's rights and Customer's obligations with respect to Entries initiated by Customer prior to termination. the payment obligations of Customer with respect to services performed by Bank prior to termination or any other obligations or provisions that survive termination of this Appendix. including without limitation Sections 2. 5. 10. 12, 13. 14, 18. 20. 21, 22, 26. 31. 32 and 33. 31. Cooperation in Loss Recovery Efforts. In the event of any damages for which Customer or Bank may be liable to the other or to a third party relative to the Services. both parties shall undertake reasonable efforts to cooperate with the other, as permitted by applicable law. in performing loss recovery efforts and in connection with any actions that Customer or Bank may be obligated to defend or elects to pursue against a third party.