ELECTRONIC PAYMENTS AGREEMENT THIS
Contents
1. CHEMICAL BANK ELECTRONIC PAYMENTS AGREEMENT THIS AGREEMENT is made by and between CHEMICAL BANK a Michigan banking Corporation the Bank and the applicant submitting the signed eBusiness Banking Application the Company 1 This Agreement Covers This agreement in addition to the eBanking Service Agreement and Electronic Disclosure sets forth the terms for Company use of the eBusiness Banking Electronic Payment Services ACH Wire Transfers Tax Payments Except where modified by this Agreement all the existing terms and conditions of Company eBanking Service Agreement and Electronic Disclosure remain in effect If there is a conflict the terms in this Agreement will control the eBusiness Banking Electronic Payment Services ACH Wire Transfers Tax Payments Accepting the Agreement When you use any of the eBanking services described in this Agreement or authorize others to use them you agree to the terms and conditions of the entire Agreement Company Agents Notices Instruction The Company agrees to provide the Bank with a Resolution at time of application setting forth names and signatures of Authorized Representatives who are authorized to act on behalf of the Company for electronic banking services who may in turn designate an individual to administer all eBanking services and service limits The Company Administrator is authorized to maintain users authorized to act on the Company s behalf with respect to entries adj2. payment of the Entry may be made on the basis of the account number even if it identifies a person different from the named receiver The Company s obligation to pay the amount of the Entry to the Bank is not excused in such circumstances Bank recommendation is to submit a pre note transaction for each newly authorized receiver and have them verify that the pre note was received on their account prior to initiating the first payment CHEMICAL BANK ELECTRONIC PAYMENTS AGREEMENT 18 19 20 21 22 23 24 25 26 Format of Company Data The Company or its agents or assigns as it solely determines agrees to provide the Bank with data input for entries to be generated on the Company s behalf in conformity with the Rules and in the format required by the Rules appendices All such data input and any corrections modifications revocations or other adjustments thereto shall be generated by the Company and delivered to the Bank electronically in conformity with Bank Operating Guidelines a copy of which is attached hereto as Exhibit A Payment by Company for Entries Payment by Originating Bank for Entries a The Company shall pay the Bank the amount of each credit Entry transmitted by the Bank on the Settlement Date b The Company shall promptly pay the Bank the amount of each debit Entry returned by a Receiving Bank that was transmitted by the Bank c The Bank shall pay the Company the amount of each debit Ent
3. the effective date of the change you indicate your agreement to the change Payment Terms In the event services are not automatically deducted from an account authorized by the Company the Bank shall invoice the Customer monthly for services rendered the previous month Customer shall pay invoices net thirty 30 days after receipt of invoice Company Representations and Agreements Indemnity With respect to each and every Entry transmitted by the Company the Company represents and warrants to the Bank and agrees that a each person shown as the Receiver on an Entry received by the Bank from the Company has authorized the initiation of such Entry and the crediting or debiting of its account in the amount and on the Effective Entry Date shown on such Entry b such authorization is operative at the time of transmittal or crediting or debiting by the Bank as provided herein c The Company has complied with all pre notification requirements of the Rules d Entries transmitted to the Bank by the Company are limited to those types of credit and debit Entries set forth in Section 5 Company Warranties Respecting Entries e The Company will comply with the terms of the Electronic Funds Transfer Act if applicable or Uniform Commercial Code Article 4A if applicable and shall otherwise perform its obligations under this Agreement in accordance with all applicable laws and regulations The Company shall indemnify the Financial Institution against
4. to Entries initiated by the Company prior to such termination or the payment obligations of the Company with respect to services performed by the Bank prior to termination or any other obligations that survive termination of this Agreement Changes to Agreement From time to time the Bank may amend any of the terms and conditions contained in this Agreement including without limitation any cut off time any business day and any part of any exhibit attached hereto We will provide reasonable advance notice of such changes and their effective date by email or messages posted on our website If you initiate any transactions through your eBanking services after the effective date of a change you indicate your agreement to the change Severability In the event that any provision of this agreement shall be determined to be invalid illegal or unenforceable to any extent the remainder of this Agreement shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law Governing Law This Agreement shall bind and inure to the successors and assigns of the parties hereto and shall be governed by the laws of the State of Michigan where it is delivered and is intended to be performed This Agreement may be executed in several counterparts each of which shall be deemed an original agreement The Company represents this Agreement has been duly authorized by appropriate corporate action of the Co
5. under this agreement The Company agrees that the Bank may debit any account maintained by the Company in order to obtain payment of the Company s obligations under this Agreement Upon request of the Bank the Company agrees to promptly provide the Bank such information pertaining to the Company s financial conditions as the Bank may reasonably request Account Reconciliation Entries transmitted by the Bank or credited to a Receiver s account maintained with the Bank will be reflected on the Company s periodic statement issued by the Bank with respect to the Account The Company agrees to notify the Bank promptly of any discrepancy between the Company s records and the information shown on any periodic statement If the Company fails to notify the Bank of any discrepancy within thirty 30 days of receipt of a periodic statement containing such information the Company agrees that the Bank shall not be liable for any other losses resulting from the Company s failure to give such notice or any loss of interest or any interest equivalent with respect to an Entry shown on such periodic statement If the Company fails to notify the Bank of any such discrepancy within thirty 30 days of receipt of such periodic statements the Company shall be precluded from asserting such discrepancy against the Bank Inconsistency of Name and Account Number The Company acknowledges that if an Entry describes the receiver inconsistently by name and account number
6. 0 31 32 33 34 35 36 37 38 Bank Contingency Bank shall comply with Disaster Recovery and Business Contingency Planning policy and ensure system backups system redundancies and an alternative processing location has been defined in the event of processing interruptions at current facilities Plans shall be reviewed at least annually eBanking is hosted by a 3 Party Vendor which enables availability from a remote site with internet access Vendor due diligence is re assessed annually and covers Disaster Recovery and Business Contingency Plans Unsecured Electronic Network Bank and Company will develop procedures for all Electronic Payment information that involve the exchange or transmission via an Unsecured Electronic Network the information will be encrypted using technology that is at minimum the equivalent to 128 bit RC4 encryption or industry standards Data Retention The Company shall retain data on file adequate to permit remaking of Entries for five 5 days following the date of their transmittal by the Bank as provided herein and shall provide such data to the Bank upon its request Without limiting the generality of the foregoing provision the Company specifically agrees to be bound by and comply with all applicable provisions of the Rules regarding the retention of documents or any record including without limitation the Company s responsibilities to retain all items source documents and records of a
7. Effective Entry Date 2 30 PM ET ACH transactions 3 00 PM ET Payroll 2 Business Days before the Effective Entry Date ACH Payments 2 Business Days before the Effective Entry Date ACH Receipts 1 Business Days before the Effective Entry Date Tax Payments 1 2 Business Days before the Effective Entry Date Positive Pay On each Business Day 10 00 AM ET Note To guarantee ACH transaction processing by the Entry effective date you must adhere to above referenced minimum transmission times Transmissions submitted after the cut off time 2 days prior or that utilize the 1 day prior capability allowed by the system run a high risk of missing their effective date Bank will make reasonable efforts to process these transactions but cannot guarantee that they will meet their effective date as submitted Business Day Transaction effective dates only accepted Monday Friday Non Holiday business days The Federal Holiday Schedule is available on the web at www frbservices org holidayschedules index html Federal Holidays are non processing days and all transmissions must be initiated 1 day in advance of the normal processing schedule Service Hours eBanking services are available anywhere you have internet access 365 days a year 24 hours a day except during system maintenance and upgrades When this occurs a message will be displayed on the alerts of our website at www chemicalbankmi com homepage and the eBanking Info Page The Message of th
8. States or orders administered by the Office of Foreign Asset Control OFAC laws or regulations or orders administered by FinCEN and any state laws or regulations or orders applicable to the providers of ACH payment services The Company agrees to assume and discharge fully and timely each and all of the responsibilities of a Company under the Rules Terms defined in the Rules and used in this Agreement shall have the meaning assigned to them in the Rules except as context clearly otherwise requires The Bank agrees to inform the Company of revisions to the Rules of which Bank has knowledge Company Warranties Respecting Entries The Company agrees that as to all debit and credit entries it has complied and will comply in all respects with all applicable laws and with the Rules including but not limited to the requirements concerning standing authorizations The Company also affirms and undertakes for the benefit of the Bank and for the benefit of those other parties dealing with entries initiated on the Company s behalf vis NACHA the Federal Reserve Bank and its branches and every Receiving Bank for each and every debit or credit Entry presented to the Bank a The Entry is accurate timely and has been authorized by the party whose account will be credited or debited and b Each debit Entry represents an amount due and owing the Company by the Customer whose bank account is to be charged or is a correction of a previously transmitted er
9. any loss liability or expense including attorneys fees and expenses resulting from or arising out of any breach of any of the foregoing warranties or agreements Bank Responsibilities Liability Limitations on Liability Indemnity a Bank Responsibilities Bank shall be responsible only for performing the services expressly provided for in this Agreement and shall be liable only for acts or omissions by the Bank or its agents or employees which shall constitute gross negligence or willful misconduct Bank shall not be responsible for Company s acts or omissions including without limitation the amount accuracy timeliness of transmittal or due authorization of any Entry received from Company or those of any other person including without limitation any Federal Reserve Bank or transmission or communications facility and Receiver or Receiving Bank including without limitation the return of an Entry by such Receiver or Receiving Bank and no such person shall be deemed Bank s agent In no event shall the Bank or its agents or employees be liable for any delay in transmitting credit entries due to failure of any of the Bank s data handling equipment to operate or other causes beyond control of the Bank Company agrees to indemnify Bank against any loss liability or expense including attorneys fees and expenses resulting from or arising out of any claim of any person that Bank is responsible for any act or omission of Company or any other p
10. d with the Bank an On Us Entry the Bank shall credit or debit the Receiver s account in the amount of such Entry on the Effective Entry Date contained in such Entry provided the requirements set forth in clauses i and ii of Section 8 b are met If either of those requirements is not met the Bank shall use reasonable efforts to credit or debit the Receiver s account in the amount of such Entry no later than the next business day following such Effective Entry Date Cancellation or Amendment of Entries The Company shall have no right to cancel or amend any Entry file after its receipt by the Bank However the Bank shall use reasonable efforts to act on a request by the Company to cancel an Entry file before transmitting it to the Federal Reserve Bank or crediting an on us Entry Any such request shall comply with the applicable security procedures The Bank shall have no liability if it fails to effect the cancellation Rejection of Entries The Bank may reject any Entry including an on us Entry which does not comply with the Rules or any applicable law or otherwise fails to comply with the terms of this Agreement The Bank shall notify the Company by telephone facsimile or email of such rejection no later than the business day such Entry would otherwise have been transmitted by the Bank to the Federal Reserve Bank or in the case of an on us Entry its effective Entry date The bank may reject any Entry if the Company has failed to comp
11. data Telephone 1 866 804 4592 Options 1 Password Reset 2 General Assistance 3 Phone Banking System 4 eBanking Specialist Facsimile 1 989 633 3800 Postal Mail Chemical Bank Attn eBanking Department 333 E Main Street PO Box 569 Midland MI 48640 0569 6 28 10
12. e Day section of the login page will be used when the system is available to convey planned maintenance and other system alerts Cancellations To cancel an ACH batch on the day it is submitted prior to the day s cut off time call an eBanking Specialist selecting Option 4 when you call our toll free telephone number listed below We will also require a secured email initiated from within the eBanking System as documentation of your request but the phone call will allow us to confirm the batch is deleted with you on the phone Returns To request an ACH Return transaction for an ACH Entry you originated complete the ACH Return Form posted on the eBanking Information page of our website This is to process a reversal for an Entry transaction that was in error being complete within 2 business days of the original Entry Returns ACH Entries from Receiving Banks for an Entry you originated prompt a faxed report from Chemical Bank Effective 10 1 2009 the Federal Reserve Bank will automatically emailed Return RTN reports Definition of the contact name s and appropriate email s to notify of ACH entries that are Returned will be required and it will be your responsibility to communicate any changes required for these emails to reach all of your ACH originators Re Claims To request an ACH Re Claim transaction complete the ACH Re Claim Form posted on the eBanking Information page of our website This is to process a reversal for an Entry transacti
13. e that changes requested by the NOC or Corrected NOC are made within six 6 banking days of the Company s receipt of the NOC information from the Bank or prior to initiating another Entry to the Receiver s account whichever is later Effective 10 1 2009 the Federal Reserve Bank will automatically email the following reports RTN NOC and Corrected NOC Definition of the contact name s and appropriate email s to notify of ACH entries that are Returned or require correction will be required and it will be the Company s responsibility to communicate any contact name or email address changes required for these emails to reach all of your ACH originators Reversals The Company may initiate a reversing Entry or file of entries for erroneous or duplicate transactions as permitted by the Rules This is in no way a guarantee that the funds will be returned but that Bank will make reasonable effort to assist in collection of the funds The Account The Bank may without prior notice or demand obtain payment of any amount due and payable to it under this agreement by debiting the account s of the Company identified in the eBusiness Banking application the Account The Company shall at all times maintain an account at Bank with a balance of immediately available funds in the Account sufficient to cover its payment obligations under this Agreement In the event there are not sufficient available funds in the Account to cover the Company s obligation
14. erson described in this paragraph b Bank Liability Further it is agreed the liability of the Bank in all events shall not exceed an amount equal to the dollar amount of the entries which are the subject matter of any claim and there shall be no liability of the Bank for consequential special punitive or indirect loss or damages which Company may incur or suffer in connection with this Agreement c Force Majeure Without limiting the generality of the foregoing provisions Bank shall be excused from failing to act or delay in acting if such failure or delay is caused by legal constraint interruption of transmission or communication facilities equipment failure war emergency conditions or other circumstances beyond Bank s control In addition Bank shall be excused from failing to transmit or delay in transmitting an Entry if such transmittal would result in Bank s having exceeded any limitation upon its intra day net funds position established pursuant to present or future Federal Reserve guidelines or in Bank s otherwise violating any provision of any present or future risk control program of the Federal Reserve or any rule or regulation of any other U S governmental regulatory authority d Interest Adjustment Subject to the foregoing limitations Bank s liability for loss of interest resulting from its error or delay shall be calculated by using a rate equal to the average Federal Funds rate at the Federal Reserve Bank in the district w
15. here Chemical Bank is headquartered for the period involved At Bank s option payment of such interest may be made by crediting the account of the Company or of the Customer that suffered the loss of interest Credit Reports and Re evaluation of ACH Relationship Company authorizes Bank to obtain business and personal credit bureau reports in the name of the Company and guarantor s at any time Company agrees to submit current financial information in the name of the Company and guarantor s to Bank at any time upon request Such information shall be used for the purpose of evaluating or re evaluating the Company s credit limits for Electronic Payment relationships Upon determination that Company s relationship has changed adversely or does not satisfy Bank s current credit standards Bank may close or lower the Electronic Payment Service Limit on any or all accounts Bank may report its credit experience with Company and its account s to third parties Company Contingency Company shall comply with reasonable Disaster Recovery and Business Contingency Planning standards and ensure system backups system redundancies and an alternative processing location with internet access has been defined in the event of processing interruptions at the Company This process shall be reviewed at least annually i e Payroll system and ability to create an ACH formatted Payroll file CHEMICAL BANK ELECTRONIC PAYMENTS AGREEMENT 27 28 29 3
16. ly with its account balance obligations under section 15 The Account Notices of rejection shall be effective when given The Bank shall have no liability to the Company by reason of rejection of any such Entry or the fact that such notice is not given at an earlier time then that provided herein Notice of Returned Entries and Notifications of Change The Bank shall notify the Company by telephone facsimile or email of the receipt of a Returned Entry RTN from the Federal Reserve no later than one 1 business day after the business day of such receipt Except for an Entry retransmitted by the Company in accordance with the requirements of Section 5 Company Warranties Respecting Entries the Bank shall have no obligation to retransmit a returned Entry to the Federal Reserve if the Bank complied with the terms of this Agreement with respect to the original Entry The Company shall notify the Receiver of each return Entry no later than one 1 business day after the business day of receiving such notification from the Bank The Bank shall provide the Company all information as required by the NACHA Operating Rules with respect to each Notification of Change NOC Entry or Corrected Notification of Change Corrected NOC Entry received by the Bank relating to Entries transmitted by the Company The Bank must provide such information to the Company within two 2 banking days of the Settlement Date of each NOC or Corrected NOC Entry The Company shall ensur
17. mpany and constitutes its valid binding and enforceable agreement The Bank shall have no obligation to transmit entries if the Company is in default of any of its obligations under this Agreement including the obligation to pay the Bank for each credit Entry Non Assignment Company its agents or assigns may not assign this Agreement or any rights or duties hereunder without the Bank s prior written consent Waiver The Bank may waive enforcement of any provision of this Agreement Any such waiver shall not affect the Bank s rights with respect to any other transactions or modify the terms of this Agreement Contact Us Company may contact Bank by email telephone facsimile or postal mail Email eBanking chemicalbankmi com Utilize the secure email function within eBanking for any Private or Sensitive data Telephone 1 866 804 4592 Facsimile 1 989 633 3800 Postal Mail Chemical Bank Attn eBanking Department 333 E Main Street PO Box 569 Midland MI 48640 0569 IN WITNESS WHEREOF the Company and the Bank hereto have caused this Electronic Payments Agreement to be executed by their duly authorized officers By BUSINESS CHEMICAL BANK Business Name By Authorized Representative Signature Authorized Representative Signature Name Printed and Title Name Printed and Title Date Date CHEMICAL BANK ELECTRONIC PAYMENTS AGREEMENT 14 Exhibit A Bank Operating Guidelines for Electronic Payments Type
18. nt by Bank a Except as provided in Section 10 On Us Entries and Section 12 Rejection of Entries the Bank shall i process Entries received from the Company or its designate which comply with the terms of the Agreement including the security procedures in a timely manner and in accordance with the Rules ii transmit such Entries as an Originating Bank to the Federal Reserve and iii settle for such Entries as provided in the Rules b The Bank shall transmit such Entries as set forth in Exhibit A attached hereto the day the file is received provided i such Entries are received by the Bank s related cut off time set forth on Exhibit A on a business day ii the Effective Entry Date is at least two 2 business days after such business day and iii The Federal Reserve is open for business on such business day For purposes of this Agreement Entries shall be deemed received by the Bank via one of the electronic transmission methods is completed in compliance with any related security procedures provided for herein as provided in Exhibit A CHEMICAL BANK ELECTRONIC PAYMENTS AGREEMENT 10 11 12 13 14 15 16 17 c If any of the requirements of clause i ii or iii of Section 8 b is not met the Bank shall use reasonable efforts to transmit such Entries to the Federal Reserve by the next deposit deadline of the Federal Reserve following that specified in Exhibit A d The total dollar amount of entrie
19. on that was in error that is beyond 2 business days of the original Entry Notice of Change ACH Entries you originated that can be processed by Receiving Banks but require manual intervention to complete prompt a faxed report from Chemical Bank Effective 10 1 2009 the Federal Reserve Bank will automatically emailed Notice of Change NOC reports Definition of the contact name s and appropriate email s to notify of ACH entries that require correction will be required and it will be your responsibility to communicate any changes required for these emails to reach all of your ACH originators Security Company agrees to secure any computer it uses to access eBanking and its Sensitive or Private Information by doing all of the following Installing and using a firewall on the computer Installing security protection software on the computer and updating it regularly to keep the protection current Using the automated update feature in the computer s Operating System to download and install the latest security patches Ensuring that personal and financial information stored on the computer is protected with a strong password or encryption Avoiding automatic sign on features that save user name and password information and always signing off when finished or more information see our website Security Center Togog Contact eBanking Email eBanking chemicalbankmi com Utilize the secure email function within eBanking for any Private or Sensitive
20. roneous credit Entry The Company shall indemnify the Bank and those other parties identified above as dealing with the entries against any loss liability or expense including attorneys fees and expenses resulting from or arising out of any breach of any of the foregoing warranties or agreements Security Procedures a Company agrees to comply with the security procedures and requirements described in the eBanking Service Agreement amp Electronic Disclosure and such other security procedures as determined by the Bank from time to time which are subject to change without prior notice to Company collectively the Security Procedures with respect to Entries transmitted by a Company user to the Bank Company acknowledges that the purpose of the Security Procedures is for verification of authenticity and not to detect an error in the transmission or content of an Entry No security procedures for the detection of any such error have been agreed upon between Bank and Company b Company is strictly responsible for establishing and maintaining procedures to safeguard against unauthorized transmissions Company promises and warrants that no individual will be allowed to initiate transfers in the absence of proper supervision and safeguards and agrees to take reasonable steps to maintain the confidentiality of the Security Procedures and any passwords codes security devices and related instructions provided by the Bank in connection with the Sec
21. ry transmitted by the Bank on the Settlement Date and the amount of each On Us Entry on the Effective Entry Date Provisional Credit The Company acknowledges that the Rules make provisional any credit given for an Entry until the Receiving Bank crediting the account specified in the Entry receives final settlement If the Receiving Bank does not receive final settlement it is entitled to a refund from the credited party and the originator of the Entry shall not be deemed to have paid the party Payment for Services The Company shall pay the Bank the charges for the services provided in connection with this Agreement as set forth in the fee schedule of the Bank All fees and services are subject to change upon thirty 30 calendar day s prior written notice from the Bank to the Company Such change will be deemed to have been accepted by Company unless Company gives Bank written notice of its decision to terminate this Agreement during the 30 day period immediately preceding the effective date of such change Such termination shall be in accordance with the provisions of Section 32 of this Agreement Such charges do not include and the Company shall be responsible for payment of any sales use excise value added utility or other similar taxes relating to such services and any fees or charges provided for in the agreement between the Bank and the Company with respect to the Account If you initiate any transactions through your eBanking services after
22. s of Entries Types of Entries services authorized by this agreement including Secure File Transmission SFTP of these types Payroll Wire Transfers Tax Payments ACH Payments ACH Receipts 92009 Maximum Daily Limits The maximum daily limits are defined by service in the original commercial application Customer requests to change these limits must be in writing using the Service amp Maximum Daily Limit Change Form or equivalent File Format Each Entry must be formatted in specifications approved by the National Automated Clearing House Association NACHA and the Payments Authority in the Rules A copy of the Rules can be i emailed to submitter upon request ii ordered on the eBusiness Banking Application for an annual fee and iii are available online as a link from the ACH origination screens Electronic Transmission The ACH file must be processed or transmitted via one of the following methods a Processed directly by Company via eBusiness Banking Processed by Bank b Client Payments collected via MVP Internet ACH File Pulled and a Processed directly by Company via eBusiness Banking c Transmitted by Company via MVP Touch Tone Processed by Bank d Transmitted by Company via MVP PC to PC Processed by Bank Company Transmission Day Time Transaction Type Transmission Day System Cut Off Times Transfers or Bill Payments Same Day as the Effective Entry Date 8 00 p m ET Wires Same Day as the
23. s transmitted by Company to Bank on any one day shall not exceed the maximum exposure limit as established by the Bank International ACH Transactions The Company can be granted the ability to initiate International ACH Transactions IAT Notwithstanding all other requirements within this agreement the Company agrees that all IATs will be in adherence with all laws of the United States including but not limited to those regulations of the Office of Foreign Asset Control OFAC limiting financial transactions with Specially Designated Nationals and Blocked Persons SDN List The Company hereby recognizes that from time to time as determined by the Bank and as required by law the processing of a transaction may need to be temporarily suspended to ensure for greater scrutiny and verification of the transaction against the SDN List The Company further recognizes that the temporary suspension of a payment for verification purposes may affect the settlement and or availability of a payment and hereby holds the Bank harmless for any such legally required verification The Company acknowledges receipt of important information regarding the proper handling of International ACH Transactions and certifies that all requirements as set forth within such information is understood and will be followed unreservedly On Us Entries Except as provided in Section 12 Rejection of Entries in the case of an Entry received for credit or debit to an account maintaine
24. urity Procedures If Company believes or suspects that any such information or instructions have been made known to or accessed by unauthorized persons Company agrees to notify the Bank immediately followed by written confirmation The occurrence of unauthorized access will not affect any transfers made in good faith by the Bank prior to receipt of such notification and within a reasonable time period thereafter to prevent unauthorized transfers and the Bank shall have no liability for such unauthorized transfers Compliance With Security Procedures a If an Entry or a request for cancellation or amendment of an Entry received by the Bank purports to have been transmitted or authorized by a Company user it will be deemed effective as Company s Entry or request and Company shall be obligated to pay the Bank the amount of such Entry even though the Entry or request was not authorized by Company provided the Bank accepted the Entry in good faith and acted in compliance with the Security Procedures b If an Entry or request for cancellation or amendment of an Entry received by the Bank was transmitted or authorized by Company Company shall pay the Bank the amount of the Entry whether or not the Bank complied with the Security Procedures with respect to that Entry and whether or not that Entry was erroneous in any respect or that error would have been detected if the Bank had complied with such procedures Processing Transmittal and Settleme
25. ustments and other matters which are the subject matter of this Agreement and who are authorized to receive reports and other information provided by the Bank to the Company from time to time Authenticated signatures of such persons will be supplied at the Bank s request Unless and until the Bank receives written notice to the contrary it shall be entitled to rely upon the authority of the persons so designated The 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 signed by an Authorized Representative and any such communication shall be deemed to have been signed by that person The Company may add or delete any Authorized Representatives by written notice to the Bank signed by Authorized Representatives other than that being added or deleted Such notice shall be effective on the second 2 business day following the day of the Bank s eBanking Department receipt thereof Adoption of Rules The operating rules of the National Automated Clearing House Association NACHA including all applicable schedules and appendices and the Chemical Bank NACHA user manual for customers as amended from time to time hereinafter collectively referred to as the Rules are hereby adopted made a part of and incorporated into this Agreement The Company agrees to be bound by the Rules and acknowledges that entries may not be initiated that violate the laws of the United
26. uthorization two years after expiration in accordance with the Rules Tapes and Records All magnetic tapes Entries security procedures and related records used by the Bank for transactions contemplated by this Agreement shall be and remain the Bank s property The Bank may at its sole discretion make available such information upon the Company s request Any expenses incurred by the Bank in making such information available to the Company shall be paid by the Company Cooperation in Loss Recovery Efforts In the event of any damages for which the Bank or Company may be liable to each other or to a third party pursuant to the services provided under this Agreement the Bank and Company will undertake reasonable efforts to cooperate with each other as permitted by applicable law in performing loss recovery efforts and in connection with any actions that the relevant party may be obligated to defend or elects to pursue against a third party Termination The Company may terminate this Agreement at any time Such termination shall be effective on the second business day following the day of the Bank s receipt of written notice of such termination or such later date as is specified in that notice The Bank reserves the right to terminate this Agreement immediately upon providing written notice of such termination to the Company Any termination of this Agreement shall not affect any of the Bank s rights and the Company s obligations with respect
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