Common use of COMPLIANCE WITH RULES AND LAWS Clause in Contracts

COMPLIANCE WITH RULES AND LAWS. Customer acknowledges it has a copy or has access to a copy of the Rules. The Rules may also be purchased online at ▇▇▇.▇▇▇▇▇.▇▇▇ under the publications tab. Customer agrees to comply with and be subject to the Rules of NACHA in existence at the date of these Terms, and any amendments to the Rules made from time to time. It shall be the responsibility of Customer that the origination of ACH transactions complies with U.S. law, including but not limited to, sanctions enforced by the Office of Foreign Assets Control (“OFAC”). It shall further be the responsibility of Customer to obtain information regarding such OFAC enforced sanctions. This information may be obtained directly from the OFAC Compliance Hotline at (800) 540-OFAC or from the OFAC’s home page site at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇. Customer agrees that the performance of any action by Bank to debit or credit an account or transfer funds otherwise required by the Rules is excused to the extent that the action is inconsistent with, in each case, (i) United States law, including, without limitation, the obligations of Bank under OFAC or any program administered by the United States Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”), (ii) the laws of U.S. state possession or territory deemed applicable by Bank, or (iii) Bank’s internal policies, guidelines and procedures. Customer agrees and represents and warrants to Bank that all actions by Customer contemplated by these Terms, including the preparation, transmittal, and settlement of Entries and payment orders, shall comply in all material respects with United States laws, regulations, regulatory guidelines and guidance, and official commentaries, including without limitation, all such regulations, guidelines, and commentaries issued by the Board of Governors of the Federal Reserve and the Federal Banks Examination Council (“FFIEC”). Bank shall charge Customer with any fines or penalties imposed by OFAC, NACHA or any organization that are incurred as a result of non-compliance by the Customer, and Customer agrees to fully reimburse and/or indemnify, defend, and hold harmless, Bank for such charges or fines. The specific duties of Customer provided in the following paragraphs of these Terms in no way limit the foregoing undertaking. The duties of Customer set forth in the following paragraphs of these Terms in no way limit the requirement of complying with the Rules.

COMPLIANCE WITH RULES AND LAWS. Customer Third-Party Sender acknowledges it has a copy or has access to a copy of the Rules. The Rules may also be purchased online at ▇▇▇.▇▇▇▇▇.▇▇▇ under the publications tab. Customer Third-Party Sender agrees to comply with and be subject to the Rules of NACHA in existence at the date of these Termsthis Agreement, and any amendments to the these Rules made from time to time. It shall be the responsibility of Customer the Third-Party Sender that the origination of ACH transactions complies with U.S. law, including but is not limited to, to sanctions enforced by the Office of Foreign Assets Control (“OFAC”). It shall further be the responsibility of Customer the Third-Party Sender to obtain information regarding such OFAC enforced sanctions. This information may be obtained directly from the OFAC Compliance Hotline at (800) -540-OFAC or from the OFAC’s home page site at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇. Customer Third-Party Sender agrees that the performance of any action by Bank Financial Institution to debit or credit an account or transfer funds otherwise required by the Rules is excused from the performance of such action to the extent that the action is inconsistent with, in each case, (i) with United States law, including, without limitation, including the obligations of Bank the Financial Institution under OFAC or any program administered by the United States Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”), (ii) the laws of U.S. state possession or territory deemed applicable by Bank, or (iii) Bank’s internal policies, guidelines and procedures. Customer Third-Party Sender agrees and represents generally and warrants to Bank Financial Institution that all actions by Customer Third-Party Sender contemplated by these Termsthis Agreement, including the preparation, transmittal, and settlement of Entries and payment orders, shall comply in all material respects with United States laws, regulations, regulatory guidelines and guidance, and official commentaries, including without limitation, limitation all such regulations, guidelines, and commentaries issued by the Board of Governors of the Federal Reserve and the Federal Banks Financial Institutions Examination Council (“FFIEC”). Bank shall Financial Institution will charge Customer the Third-Party Sender with any fines or penalties imposed by OFAC, NACHA or any organization that which are incurred as a result of non-non- compliance by the CustomerThird-Party Sender and the Third- Effective December 7, and Customer 2022 Party ▇▇▇▇▇▇ agrees to fully reimburse and/or indemnify, defend, and hold harmless, Bank indemnify Financial Institution for such charges or fines. The specific duties of Customer the Third-Party Sender provided in the following paragraphs of these Terms this Agreement in no way limit the foregoing undertaking. The duties of Customer the Third-Party Sender set forth in the following paragraphs of these Terms this Agreement in no way limit the requirement of complying with the Rules.

COMPLIANCE WITH RULES AND LAWS. Customer acknowledges it has a copy or has access to a copy of the Rules. The Rules may also be purchased online at ▇▇▇.▇▇▇▇▇.▇▇▇ under the publications tab. Customer agrees to comply with and be subject to the Rules of NACHA in existence at the date of these Terms, and any amendments to the Rules made from time to time. It shall be the responsibility of Customer that the origination of ACH transactions complies with U.S. law, including but not limited to, sanctions enforced by the Office of Foreign Assets Control (“OFAC”). It shall further be the responsibility of Customer to obtain information regarding such OFAC enforced sanctions. This information may be obtained directly from the OFAC Compliance Hotline at (800) 540-OFAC or from the OFAC’s home page site at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇. Customer agrees that the performance of any action by Bank to debit or credit an account or transfer funds otherwise required by the Rules is excused to the extent that the action is inconsistent with, in each case, (i) United States law, including, without limitation, the obligations of Bank under OFAC or any program administered by the United States Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”), (ii) the laws of U.S. state possession or territory deemed applicable by Bank, or (iii) Bank’s internal policies, guidelines and procedures. Customer agrees and represents and warrants to Bank that all actions by Customer contemplated by these Terms, including the preparation, transmittal, and settlement of Entries and payment orders, shall comply in all material respects with United States laws, regulations, regulatory guidelines and guidance, and official commentaries, including without limitation, all such regulations, guidelines, and commentaries issued by the Board of Governors of the Federal Reserve and the Federal Banks Examination Council (“FFIEC”). Bank shall charge Customer with any fines or penalties imposed by OFAC, NACHA or any organization that are incurred as a result of non-compliance by the Customer, and Customer ▇▇▇▇▇▇▇▇ agrees to fully reimburse and/or indemnify, defend, and hold harmless, Bank for such charges or fines. The specific duties of Customer provided in the following paragraphs of these Terms in no way limit the foregoing undertaking. The duties of Customer set forth in the following paragraphs of these Terms in no way limit the requirement of complying with the Rules.

COMPLIANCE WITH RULES AND LAWS. Customer Member acknowledges it has a copy or has access to a copy of the Rules. The Rules may also be purchased online at ▇▇▇.▇▇▇▇▇.▇▇▇ under the publications tab. Customer Member agrees to comply with and be subject to the Rules of NACHA in existence at the date of these Termsthis Product Schedule, and any amendments to the these Rules made from time to time. It shall be the responsibility of Customer the Member that the origination of ACH transactions complies with U.S. law, including but is not limited to, to sanctions enforced by the Office of Foreign Assets Control (“OFAC”). It shall further be the responsibility of Customer the Member to obtain information regarding such OFAC enforced sanctions. (This information may be obtained directly from the OFAC Compliance Hotline at (800) 540-OFAC 800‐540‐OFAC or from the OFAC’s home page site at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇. Customer .) Member agrees that the performance of any action by Bank Financial Institution to debit or credit an account or transfer funds otherwise required by the Rules is excused from the performance of such action to the extent that the action is inconsistent with, in each case, (i) with United States law, including, without limitation, including the obligations of Bank the Financial Institution under OFAC or any program administered by the United States Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”), (ii) the laws of U.S. state possession or territory deemed applicable by Bank, or (iii) Bank’s internal policies, guidelines and procedures. Customer Member agrees and represents generally and warrants to Bank Financial Institution that all actions by Customer Member contemplated by these Termsthis Product Schedule, including the preparation, transmittal, and settlement of Entries and payment orders, shall comply in all material respects with United States laws, regulations, regulatory guidelines and guidance, and official commentaries, including without limitation, limitation all such regulations, guidelines, and commentaries issued by the Board of Governors of the Federal Reserve and the Federal Banks Financial Institutions Examination Council (“FFIEC”). Bank shall Financial Institution will charge Customer the Member with any fines or penalties imposed by OFAC, NACHA or any organization that which are incurred as a result of non-compliance non‐compliance by the Customer, Member and Customer the Member agrees to fully reimburse and/or indemnify, defend, and hold harmless, Bank indemnify Financial Institution for such charges or fines. The specific duties of Customer the Member provided in the following paragraphs of these Terms this Product Schedule in no way limit the foregoing undertaking. The duties of Customer the Member set forth in the following paragraphs of these Terms this Product Schedule in no way limit the requirement of complying with the Rules.

COMPLIANCE WITH RULES AND LAWS. Customer Financial Institution acknowledges that Member Client is a licensed cannabis company operating in the State of Massachusetts and that any Member Client violation of the Controlled Substances Act (21 U.S.C. §§ 811, et seq (“CSA”) shall not be considered a breach of this Agreement. Member Client acknowledges it has a copy or has access to a copy of the Rules. The Rules may also be purchased online at ▇▇▇.▇▇▇▇▇.▇▇▇ under the publications tab. Customer Member Client agrees to comply with and be subject to the Rules of NACHA in existence at the date of these Termsthis Agreement, and any amendments to the these Rules made from time to time. It shall be the responsibility of Customer the Member Client that the origination of ACH transactions complies with U.S. law, including but is not limited to, to sanctions enforced by the Office of Foreign Assets Control (“OFAC”). It shall further be the responsibility of Customer the Member Client to obtain information regarding such OFAC enforced sanctions. This information may be obtained directly from the OFAC Compliance Hotline at (800) -540-OFAC or from the OFAC’s home page site at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇. Customer Member Client agrees that the performance of any action by Bank Financial Institution to debit or credit an account or transfer funds otherwise required by the Rules is excused from the performance of such action to the extent that the action is inconsistent with, in each case, (i) with United States law, including, without limitation, including the obligations of Bank the Financial Institution under OFAC or any program administered by the United States Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”), (ii) the laws of U.S. state possession or territory deemed applicable by Bank, or (iii) Bank’s internal policies, guidelines and procedures. Customer Member Client agrees and represents generally and warrants to Bank Financial Institution that all actions by Customer Member Client contemplated by these Termsthis Agreement, including the preparation, transmittal, and settlement of Entries and payment orders, shall comply in all material respects with United States laws, regulations, regulatory guidelines and guidance, and official commentaries, including without limitation, limitation all such Revised November 7th, 2022 regulations, guidelines, and commentaries issued by the Board of Governors of the Federal Reserve and the Federal Banks Financial Institutions Examination Council (“FFIEC”). Bank shall Financial Institution will charge Customer the Member Client with any fines or penalties imposed by OFAC, NACHA or any organization that which are incurred as a result of non-compliance by the Customer, Member Client and Customer the Member Client agrees to fully reimburse and/or indemnify, defend, and hold harmless, Bank indemnify Financial Institution for such charges or fines. The specific duties of Customer the Member Client provided in the following paragraphs of these Terms this Agreement in no way limit the foregoing undertaking. The duties of Customer the Member Client set forth in the following paragraphs of these Terms this Agreement in no way limit the requirement of complying with the Rules.

COMPLIANCE WITH RULES AND LAWS. Customer Member acknowledges it has a copy or has access to a copy of the Rules. The Rules may also be purchased online at ▇▇▇.▇▇▇▇▇.▇▇▇ under the publications tab. Customer Member agrees to comply with and be subject to the Rules of NACHA in existence at the date of these Termsthis Agreement, and any amendments to the these Rules made from time to time. It shall be the responsibility of Customer the Member that the origination of ACH transactions complies with U.S. law, including but is not limited to, to sanctions enforced by the Office of Foreign Assets Control (“OFAC”). It shall further be the responsibility of Customer the Member to obtain information regarding such OFAC OFAC-enforced sanctions. (This information may be obtained directly from the OFAC Compliance Hotline at (800) -540-OFAC or from the OFAC’s home page site at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇. Customer .) Member agrees that the performance of any action by Bank Financial Institution to debit or credit an account or transfer funds otherwise required by the Rules is excused from the performance of such action to the extent that the action is inconsistent with, in each case, (i) with United States law, including, without limitation, including the obligations of Bank the Financial Institution under OFAC or any program administered by the United States Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”), (ii) the laws of U.S. state possession or territory deemed applicable by Bank, or (iii) Bank’s internal policies, guidelines and procedures. Customer Member agrees and represents generally and warrants to Bank Financial Institution that all actions by Customer Member contemplated by these Termsthis Agreement, including the preparation, transmittal, and settlement of Entries and payment orders, shall comply in all material respects with United States laws, regulations, regulatory guidelines and guidance, and official commentaries, including without limitation, limitation all such regulations, guidelines, and commentaries issued by the Board of Governors of the Federal Reserve and the Federal Banks Financial Institutions Examination Council (“FFIEC”). Bank shall Financial Institution will charge Customer the Member with any fines or penalties imposed by OFAC, NACHA or any organization that which are incurred as a result of non-compliance by the Customer, Member and Customer the Member agrees to fully reimburse and/or indemnify, defend, and hold harmless, Bank indemnify Financial Institution for such charges or fines. The specific duties of Customer the Member provided in the following paragraphs of these Terms this Agreement in no way limit the foregoing undertaking. The duties of Customer the Member set forth in the following paragraphs of these Terms this Agreement in no way limit the requirement of complying with the Rules.

COMPLIANCE WITH RULES AND LAWS. Customer Financial Institution acknowledges that Member Client is a licensed cannabis company operating in the State of Massachusetts and that any Member Client violation of the Controlled Substances Act (21 U.S.C. §§ 811, et seq (“CSA”) shall not be considered a breach of this Agreement. Member Client acknowledges it has a copy or has access to a copy of the Rules. The Rules may also be purchased online at ▇▇▇.▇▇▇▇▇.▇▇▇ under the publications tab. Customer Member Client agrees to comply with and be subject to the Rules of NACHA in existence at the date of these Termsthis Agreement, and any amendments to the these Rules made from time to time. It shall be the responsibility of Customer the Member Client that the origination of ACH transactions complies with U.S. law, including but is not limited to, to sanctions enforced by the Office of Foreign Assets Control (“OFAC”). It shall further be the responsibility of Customer the Member Client to obtain information regarding such OFAC enforced sanctions. This information may be obtained directly from the OFAC Compliance Hotline at (800) -540-OFAC or from the OFAC’s home page site at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇. Customer Member Client agrees that the performance of any action by Bank Financial Institution to debit or credit an account or transfer funds otherwise required by the Rules is excused from the performance of such action to the extent that the action is inconsistent with, in each case, (i) with United States law, including, without limitation, including the obligations of Bank the Financial Institution under OFAC or any program administered by the United States Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”), (ii) the laws of U.S. state possession or territory deemed applicable by Bank, or (iii) Bank’s internal policies, guidelines and procedures. Customer Member Client agrees and represents generally and warrants to Bank Financial Institution that all actions by Customer Member Client contemplated by these Termsthis Agreement, including the preparation, transmittal, and settlement of Entries and payment orders, shall comply in all material respects with United States laws, regulations, regulatory guidelines and guidance, and official commentaries, including without limitation, limitation all such Revised December 19, 2022 regulations, guidelines, and commentaries issued by the Board of Governors of the Federal Reserve and the Federal Banks Financial Institutions Examination Council (“FFIEC”). Bank shall Financial Institution will charge Customer the Member Client with any fines or penalties imposed by OFAC, NACHA or any organization that which are incurred as a result of non-compliance by the Customer, Member Client and Customer the Member Client agrees to fully reimburse and/or indemnify, defend, and hold harmless, Bank indemnify Financial Institution for such charges or fines. The specific duties of Customer the Member Client provided in the following paragraphs of these Terms this Agreement in no way limit the foregoing undertaking. The duties of Customer the Member Client set forth in the following paragraphs of these Terms this Agreement in no way limit the requirement of complying with the Rules.

COMPLIANCE WITH RULES AND LAWS. Customer Member Client acknowledges it has a copy or has access to a copy of the Rules. The Rules may also be purchased online at ▇▇▇.▇▇▇▇▇.▇▇▇ under the publications tab. Customer Member Client agrees to comply with and be subject to the Rules of NACHA in existence at the date of these Termsthis Agreement, and any amendments to the these Rules made from time to time. It shall be the responsibility of Customer the Member Client that the origination of ACH transactions complies with U.S. law, including but is not limited to, to sanctions enforced by the Office of Foreign Assets Control (“OFAC”). It shall further be the responsibility of Customer the Member Client to obtain information regarding such OFAC enforced sanctions. This information may be obtained directly from the OFAC Compliance Hotline at (800) -540-OFAC or from the OFAC’s home page site at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇. Customer Member Client agrees that the performance of any action by Bank Financial Institution to debit or credit an account or transfer funds otherwise required by the Rules is excused from the performance of such action to the extent that the action is inconsistent with, in each case, (i) with United States law, including, without limitation, including the obligations of Bank the Financial Institution under OFAC or any program administered by the United States Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”), (ii) the laws of U.S. state possession or territory deemed applicable by Bank, or (iii) Bank’s internal policies, guidelines and procedures. Customer Member Client agrees and represents generally and warrants to Bank Financial Institution that all actions by Customer Member Client contemplated by these Termsthis Agreement, including the preparation, transmittal, and settlement of Entries and payment orders, shall comply in all material respects with United States laws, regulations, regulatory guidelines and guidance, and official commentaries, including without limitation, limitation all such regulations, guidelines, and commentaries issued by the Board of Governors of the Federal Reserve and the Federal Banks Financial Institutions Examination Council (“FFIEC”). Bank shall Financial Institution will charge Customer the Member Client with any fines or penalties imposed by OFAC, NACHA or any organization that which are incurred as a result of non-compliance by the Customer, Member Client and Customer the Member Client agrees to fully Revised November 7th, 2022 reimburse and/or indemnify, defend, and hold harmless, Bank indemnify Financial Institution for such charges or fines. The specific duties of Customer the Member Client provided in the following paragraphs of these Terms this Agreement in no way limit the foregoing undertaking. The duties of Customer the Member Client set forth in the following paragraphs of these Terms this Agreement in no way limit the requirement of complying with the Rules.

COMPLIANCE WITH RULES AND LAWS. Customer Member Client acknowledges it has a copy or has access to a copy of the Rules. The Rules may also be purchased online at ▇▇▇.▇▇▇▇▇.▇▇▇ under the publications tab. Customer Member Client agrees to comply with and be subject to the Rules of NACHA in existence at the date of these Termsthis Agreement, and any amendments to the these Rules made from time to time. It shall be the responsibility of Customer the Member Client that the origination of ACH transactions complies with U.S. law, including but is not limited to, to sanctions enforced by the Office of Foreign Assets Control (“OFAC”). It shall further be the responsibility of Customer the Member Client to obtain information regarding such OFAC enforced sanctions. This information may be obtained directly from the OFAC Compliance Hotline at (800) -540-OFAC or from the OFAC’s home page site at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇. Customer Member Client agrees that the performance of any action by Bank Financial Institution to debit or credit an account or transfer funds otherwise required by the Rules is excused from the performance of such action to the extent that the action is inconsistent with, in each case, (i) with United States law, including, without limitation, including the obligations of Bank the Financial Institution under OFAC or any program administered by the United States Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”), (ii) the laws of U.S. state possession or territory deemed applicable by Bank, or (iii) Bank’s internal policies, guidelines and procedures. Customer Member Client agrees and represents generally and warrants to Bank Financial Institution that all actions by Customer Member Client contemplated by these Termsthis Agreement, including the preparation, transmittal, and settlement of Entries and payment orders, shall comply in all material respects with United States laws, regulations, regulatory guidelines and guidance, and official commentaries, including without limitation, limitation all such regulations, guidelines, and commentaries issued by the Board of Governors of the Federal Reserve and the Federal Banks Financial Institutions Examination Council (“FFIEC”). Bank shall Financial Institution will charge Customer the Member Client with any fines or penalties imposed by OFAC, NACHA or any organization that which are incurred as a result of non-compliance by the Customer, Member Client and Customer the Member Client agrees to fully Revised December 19, 2022 reimburse and/or indemnify, defend, and hold harmless, Bank indemnify Financial Institution for such charges or fines. The specific duties of Customer the Member Client provided in the following paragraphs of these Terms this Agreement in no way limit the foregoing undertaking. The duties of Customer the Member Client set forth in the following paragraphs of these Terms this Agreement in no way limit the requirement of complying with the Rules.

COMPLIANCE WITH RULES AND LAWS. Customer Financial Institution acknowledges that Member Client is a cannabis operating company with a state issued license to operate and that any Member Client violation of the Controlled Substances Act (21 U.S.C. §§ 811, et seq (“CSA”) shall not be considered a breach of this Agreement. Member Client acknowledges it has a copy or has access to a copy of the Rules. The Rules may also be purchased online at ▇▇▇.▇▇▇▇▇.▇▇▇ under the publications tab. Customer Member Client agrees to comply with and be subject to the Rules of NACHA in existence at the date of these Termsthis Agreement, and any amendments to the these Rules made from time to time. It shall be the responsibility of Customer the Member Client that the origination of ACH transactions complies with U.S. law, including but is not limited to, to sanctions enforced by the Office of Foreign Assets Control (“OFAC”). It shall further be the responsibility of Customer the Member Client to obtain information regarding such OFAC enforced sanctions. This information may be obtained directly from the OFAC Compliance Hotline at (800) -540-OFAC or from the OFAC’s home page site at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇. Customer Member Client agrees that the performance of any action by Bank Financial Institution to debit or credit an account or transfer funds otherwise required by the Rules is excused from the performance of such action to the extent that the action is inconsistent with, in each case, (i) with United States law, including, without limitation, including the obligations of Bank the Financial Institution under OFAC or any program administered by the United States Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”), (ii) the laws of U.S. state possession or territory deemed applicable by Bank, or (iii) Bank’s internal policies, guidelines and procedures. Customer Member Client agrees and represents generally and warrants to Bank Financial Institution that all actions by Customer Member Client contemplated by these Termsthis Agreement, including the preparation, transmittal, and settlement of Entries and payment orders, shall comply in all material respects with United States laws, regulations, regulatory guidelines and guidance, and official commentaries, including without limitation, limitation all such Revised February 13, 2023 regulations, guidelines, and commentaries issued by the Board of Governors of the Federal Reserve and the Federal Banks Financial Institutions Examination Council (“FFIEC”). Bank shall Financial Institution will charge Customer the Member Client with any fines or penalties imposed by OFAC, NACHA or any organization that which are incurred as a result of non-compliance by the Customer, Member Client and Customer the Member Client agrees to fully reimburse and/or indemnify, defend, and hold harmless, Bank indemnify Financial Institution for such charges or fines. The specific duties of Customer the Member Client provided in the following paragraphs of these Terms this Agreement in no way limit the foregoing undertaking. The duties of Customer the Member Client set forth in the following paragraphs of these Terms this Agreement in no way limit the requirement of complying with the Rules.