Reso 2014-2242 - Laserfiche WebLink

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TERMS AND CONDITIONS Services. 1.1 The Services described in this Agreement allow Customer to elect how Bank will handle incoming Automated Clearing House ("ACII") Entries presented to Customer's Account(s). Customer may pre- establish certain ACM payment authorization. which include several options to filter ACII Entries (hereinafter collectively referred to as "ACH Authorizations "). 1.2 Customer acknowledges that the Services do not apply to transactions between Customer and Bank. including Bank's affiliates and subsidiaries, such as loan or credit card payments (Bank- Relatcd Entries'). Bank is permitted to pay Bank - Related Entries whether or not Customer has included them in Customer's ACII Authorizations as reflected in this Agreement and may do so until such time as Customer's authorization with respect to the underlying Bank - Related Fntries is revoked or otherwise terminates. 2. Operations. 2.1 If Customer checks the box(es) above to block incoming ACH Debit Entries or ACFI Credit Entries presented to Customer's Account(s). Customer thereby instructs Bank to block all incoming ACH Debit Entries or ACII Credit Entries presented to such Account(s). 2.2 If Customer elects the ACII filter feature, Customer thereby instructs Bank to permit only those incoming ACII Entries from the specific Originator identified by Customer above by the Originating Company ID number. All other incoming ACH transactions will be returned to the Originator. 2.3 This Agreement is Bank's record of Customer's ACII Authorizations and represents Bank's understanding of Customer's instructions associated with incoming ACII Entries. If the information that Customer has provided above is incorrect in any category. Customer must advise Bank immediately. as Bank is NOT responsible for blocking or filtering ACH transactions unless Customer's ACII Authorizations are accurately described in this Agreement. 2.4 Customer's ACII block instruction(s) will be accepted subject to the condition that ACII transactions have not already been posted or are not in the process of posting, and that Bank will have a reasonable opportunity, to act on Customer's request before any such processing. 2.5 Bank shall be bound only to exercise ordinary care in attempting to block or filter ACII transactions. 2.6 Bank shall have a reasonable time after receipt of C'ustomer's request to implement this Agreement and shall not assume responsibility for stopping ACII transactions that have already been posted to the Account. 00 of 02 3. Account Agreement; Service Fees. 3.1 Bank and Customer agree that the Services and any Account established by Customer in connection with the Services shall also be governed by the Account Agreement, including one or more fee schedules issued by Bank for the Account, and the terms of the Account Agreement arc incorporated herein by reference. If there is any conflict between the terms and provisions of this Agreement and the Account Agreement, the terms and provisions of this Agreement shall govern, but only to the extent reasonably necessary to resolve such conflict. Customer agrees to compensate Bank for the Services in accordance with the applicable Ice schedules or written agreements between Bank and Customer in effect from time to time that apply to the Services. 3.2 Customer authorizes Bank to charge Customer's Account for all applicable charges and fees to the extent that such charges and fees are not offset by earnings credits or allowances for Customer's ACCOUnt(S). Customer also agrees to pay all sales, use or other taxes (other than taxes based upon Bank's net income) that may be applicable to the Services. 3.3 Bank may amend fees associated with the Services and Account(s) in aggregate or individually. at any time. To the extent that such changes adversely affect Customer. Bank will use commercially reasonable efforts to give notice to Customer of such changes, in accordance with applicable law, or as may otherwise be agreed to by the parties. 4. Limitation of Liability; Disclaimer of Warranties. 4.1 Except to the extent required by law. the liability of Bank in connection with the Services shall in all cases be limited in accordance with the terms of the Contract. 4.2 CUSTOMER EXPRESSLY AGRF,F,S TI US1: OF 111E SERVICES IS AT CUSTOMER'S SOLE. RISK. AND THE SERVICES ARE PROVIDED "AS IS." AND BANK AND ITS SERVICE PROVIDERS AND AGENTS DO NOT MAKE AND EXPRESSLY DISCLAIM ANY WARRANTIES. EITHER EXPRESSED OR IMPLIED. WITH RESPECT TO THE SERVICES. INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE. TITLE, OR NON - INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, WITHOUT BREACHES OF SECURITY OR WITHOUT DELAYS. IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILI FY. THE LIABILITY OF BANK AND ITS SERVICE PROVIDERS AND AGENTS IS LIMITED TO THE FULLEST POSSIBLE EXTENT PLRMITTF,D I3Y LAW. 5. Indemnification. Sub .jcct to the provisions of Section 768.28 of the Florida Statutes, as applicable and as the same may be amended from time to time, and except as ZM