Common use of Administrators and Authorized Users Clause in Contracts

Administrators and Authorized Users. You must designate at least one Administrator. You are solely responsible for designating your Administrator(s). You must provide us with certified copies of resolutions from your governing body, as applicable, and any other certificate or documentation specifying the name of the person who is authorized to designate your Administrator(s) from time to time that is acceptable to us. Your Administrator(s) may designate additional Administrators. Your Administrator(s) may designate one or more additional Authorized User(s) and establish the scope of their access to and use of any of the Services. You accept as your sole responsibility the designation of any additional Administrators by any Administrator and any additional Authorized Users by your Administrator(s). You understand that your Administrator(s) will control, and you authorize your Administrator(s) to control, access to Business Online Banking and use of the Services. You acknowledge and agree that your Administrator(s) will possess the authority to add, change or terminate your Authorized User(s) at any time and from time to time and in their sole discretion. You will require all Authorized Users to comply with all provisions of this Agreement and all other applicable agreements, and you guarantee that they will do so. You acknowledge and agree that you are fully responsible for the failure of any Authorized User to so comply. You are responsible for any ▇▇▇▇ payment, transfer of funds or use of any other Service and any and all charges incurred by any Authorized User, even if the authorization you have established for any Authorized User is exceeded in connection with any such ▇▇▇▇ payment, transfer of funds or use of other Service. Whenever any Authorized User leaves your employ or you otherwise revoke the authority of any Authorized User to access or use any of the Services, you must notify an Administrator immediately and such Administrator is solely responsible for deactivating such Authorized User’s User ID and any Authentication Device. You remain fully responsible for all use of any former Authorized User’s User ID and Authentication Device, and any Services utilized by any such former Authorized User. You may designate any authorized Account as an Online Account for use with the Services. Except as specifically approved by the Bank, all Online Accounts must have the same account title and taxpayer identification number and will be subject to all other conditions and limitations set forth in this Agreement, and each such Online Account will be further subject to any other agreements or requirements, including without limitation any loan documents, which may apply to such Online Account. We maintain at our sole discretion the right to deem any Account ineligible to serve as an Online Account for purposes of this Agreement or to deny any request for a Service. You may at any time request to change any Online Account you have designated for use with any Service for which you have registered by completing and returning to us the appropriate forms and schedules that we may require for such purpose. You may obtain a copy of these forms and schedules by contacting us via one of the means listed in the Contact Us section of this Agreement.

Administrators and Authorized Users. (a) You must designate appoint at least one Administrator. Administrators may add, remove, or manage additional Administrators and Authorized Users; request and manage Cards; set or change per-Authorized User spending limits; view transactions; run reports and download statements; provide, view and update User Data; connect Linked Accounts, Third-Party Services, and other accounts to your CapitalOS Account; and perform other tasks on your behalf. You represent and warrant that each Administrator has requisite organizational power and authority to conduct business on your behalf and manage your CapitalOS Account in all respects, including managing Authorized User access and authority. (b) Authorized Users may use the Services (including Cards) and access certain functionality of your CapitalOS Account on your behalf; provided, however, CapitalOS may prevent an Authorized User from using a Card until CapitalOS verifies the Authorized User’s identity. Authorized Users must protect and keep CapitalOS Account and Card information confidential and secure to prevent unauthorized use, misuse, or fraud. You must ensure that each Authorized User is bound by obligations that are no less restrictive than those obligations that are placed on you under this Agreement with respect to the Services, including with respect to Card usage requirements. If an Authorized User permits another person to have access to a Card, we will treat this as if you authorized that person to use the Card, and you will be liable for all Charges, Fines and other liabilities incurred by that person. You are solely responsible for designating notifying Authorized Users of and administering your Administrator(s). You must provide us with certified copies corporate expense and spend management policies and resolving any disputes relating to your maintenance or administration of resolutions from such policies. (c) We will assume that all actions taken by your governing bodyAdministrators and Authorized Users that relate to this Agreement, as applicable, and any other certificate or documentation specifying the name of the person who is authorized to designate your Administrator(s) from time to time that is acceptable to us. Your Administrator(s) may designate additional Administrators. Your Administrator(s) may designate one or more additional Authorized User(s) and establish the scope of their access to and use of any of the Services, any Card or any Third Party Services are authorized by you and conducted on your behalf. You accept as your sole responsibility We will also assume that any actions taken using CapitalOS Account credentials issued to an Administrator or Authorized User are taken by the designation of any additional Administrators by any Administrator and any additional Authorized Users by your Administrator(s). You understand that your Administrator(s) will control, and you authorize your Administrator(s) to control, access to Business Online Banking and use of the Services. You acknowledge and agree that your Administrator(s) will possess the authority to add, change or terminate your Authorized User(s) at any time and from time to time and in their sole discretion. You will require all Authorized Users to comply with all provisions of this Agreement and all other applicable agreements, and you guarantee that they will do so. You acknowledge and agree that you are fully responsible for the failure of any Authorized User to so complywhich the credentials were issued. You are responsible for ensuring that these assumptions are correct at all times, and you must immediately notify us if they are incorrect in any ▇▇▇▇ paymentway. In any event, transfer of funds or use of and despite any other Service provision of this Agreement, you are responsible and any and all charges incurred by any Authorized User, even if the authorization you have established liable to us for any action or failure to act on the part of your Administrators and Authorized Users, and for any actions taken using CapitalOS Account credentials issued to your Administrators and Authorized Users. (d) We may request that you provide us with evidence that you implement processes that enable your compliance with the Administrator and Authorized User is exceeded requirements set out in connection with any such ▇▇▇▇ payment, transfer of funds or use of other Servicethis Section 2.3. Whenever any Authorized User leaves your employ or If we determine that you otherwise revoke the authority of any Authorized User to access or use any of the Servicesare non-compliant, you must notify an Administrator immediately and such Administrator is solely responsible for deactivating such Authorized User’s User ID and any Authentication Device. You remain fully responsible for all use of any former Authorized User’s User ID and Authentication Device, and any Services utilized by any such former Authorized User. You may designate any authorized Account as an Online Account for use with promptly take remedial steps to remedy the Services. Except as specifically approved by the Bank, all Online Accounts must have the same account title and taxpayer identification number and will be subject to all other conditions and limitations set forth in this Agreement, and each such Online Account will be further subject to any other agreements or requirements, including without limitation any loan documents, which may apply to such Online Account. We maintain at our sole discretion the right to deem any Account ineligible to serve as an Online Account for purposes of this Agreement or to deny any request for a Service. You may at any time request to change any Online Account you have designated for use with any Service for which you have registered by completing and returning to us the appropriate forms and schedules that we may require for such purpose. You may obtain a copy of these forms and schedules by contacting us via one of the means listed in the Contact Us section of this Agreementnon-compliance.