Compliance with Security Procedures. a. If an Entry (or a request for cancellation of an Entry) received by Bank purports to have been transmitted or authorized by Customer, it will be deemed effective as Customer’s Entry (or request) and Customer shall be obligated to pay Bank the amount of such Entry as provided herein even though the Entry (or request) was not authorized by Customer, provided Bank acted in compliance with the Security Procedures. If an Entry (or a request for cancellation of an Entry) received by Bank purports to have been transmitted or authorized by Customer (including, without limitation, any Authorized Representative or Authorized Agent), it will be deemed effective as Customer’s Entry (or request) and Customer shall be obligated to pay Bank the amount of such Entry as provided herein even though the Entry (or request) was not authorized by Customer, provided Bank acted in compliance with the Security Procedures with respect to such Entry. If signature comparison is to be used as a part of those Security Procedures, Bank shall be deemed to have complied with that part of such Security Procedures if it compares the signature accompanying a file of Entries (or request for cancellation of an Entry) received with the signature of an Authorized Representative and, on the basis of such comparison, believes the signature accompanying such file to be that of such Authorized Representative. b. If an Entry (or request for cancellation of an Entry) received by Bank was transmitted or authorized by Customer, Customer shall be obligated to pay the amount of the Entry as provided herein, whether or not 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 Bank had complied with such Security Procedures.
Appears in 1 contract
Sources: Master Services Agreement
Compliance with Security Procedures. a. (a) Company agrees that Financial Institution may rely and act upon, and Company assumes full responsibility for, all Entries, the authenticity of which have been verified by Financial Institution through the use of the security procedures. If an Entry (or a request for cancellation or amendment of an Entry) received by Bank Financial Institution purports to have been transmitted or authorized by CustomerCompany, it will be deemed by Financial Institution to be effective as CustomerCompany’s Entry (or request) and Customer Company shall be obligated to pay Bank Financial Institution the amount of such Entry as provided herein even though the Entry (or request) was not authorized by CustomerCompany, provided Bank Financial Institution accepted the Entry in good faith and acted in compliance with the Security Procedures. If an Entry (or a request for cancellation of an Entry) received by Bank purports security procedures referred to have been transmitted or authorized by Customer (including, without limitation, any Authorized Representative or Authorized Agent), it will be deemed effective as Customer’s Entry (or request) and Customer shall be obligated to pay Bank the amount of such Entry as provided herein even though the Entry (or request) was not authorized by Customer, provided Bank acted in compliance with the Security Procedures Schedule “B” with respect to such Entry. If In the event the Financial Institution deems additional security procedures are required, signature comparison is to may be used utilized as a part of those Security Procedures, Bank security procedure. Financial Institution shall be deemed to have complied with that part of such Security Procedures security procedure if it compares the signature accompanying a file File of Entries (or request for cancellation or amendment of an Entry) received with the signature of the ACH Administrator or an Authorized Representative User of Company on file with Financial Institution and, on the basis of such comparison, believes the signature accompanying such file File to be that of such ACH Administrator or Authorized RepresentativeUser.
b. (b) If an Entry (or request for cancellation or amendment of an Entry) received by Bank Financial Institution was transmitted or authorized by CustomerCompany, Customer Company shall be obligated to pay Financial Institution the amount of the Entry as provided hereinEntry, whether or not Bank Financial Institution complied with the Security Procedures security procedures referred to in Schedule “B” with respect to that Entry and whether or not that Entry was erroneous in any respect or that error would have been detected if Bank Financial Institution had complied with such Security Proceduressecurity procedures.
Appears in 1 contract
Sources: Ach Origination Agreement
Compliance with Security Procedures. a. 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 the Customer, it will be deemed effective as the Customer’s Entry (or request) and the Customer shall be obligated to pay the Bank the amount of such Entry as provided herein even though the Entry (or request) was not authorized by the Customer, provided the Bank accepted the Entry in good faith and acted in compliance with the security procedures referred to in Attachment 1 (Security Procedures. If an Entry (or a request for cancellation of an Entry) received by Bank purports to have been transmitted or authorized by Customer (including, without limitation, any Authorized Representative or Authorized Agent), it will be deemed effective as Customer’s Entry (or request) and Customer shall be obligated to pay Bank the amount of such Entry as provided herein even though the Entry (or request) was not authorized by Customer, provided Bank acted in compliance with the Security Procedures these Terms with respect to such Entry. If signature comparison is to be used as a part of those Security Proceduressecurity procedures, the Bank shall be deemed to have complied with that part of such Security Procedures procedures if it compares the signature accompanying a file of Entries (or request for cancellation or amendment of an Entry) received with the signature of an authorized representative of the Customer (“Authorized Representative Representative”) and, on the basis of such comparison, believes the signature accompanying of the Customer sending such file to be that of such Authorized Representative.
b. B. If an Entry (or request for cancellation or amendment of an Entry) received by the Bank was transmitted or authorized by the Customer, the Customer shall be obligated to pay the Bank the amount of the Entry as provided hereinEntry, whether or not the Bank complied with the security procedures referred to in Attachment 1 (Security Procedures Procedures) to these Terms 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 Security Proceduresprocedures.
Appears in 1 contract
Sources: Master Banking and Cash Management Services Agreement
Compliance with Security Procedures. a. If an Entry (or a request for cancellation of an Entry) received by Bank purports to have been transmitted or authorized by Customer, it will be deemed effective as Customer’s Entry (or request) and Customer shall be obligated to pay Bank the amount of such Entry as provided herein even though the Entry (or request) was not authorized by Customer, provided Bank acted in compliance with the Security Procedures. If an Entry (or a request for cancellation of an Entry) received by Bank purports to have been transmitted or authorized by Customer (including, without limitation, any Authorized Representative or Authorized Agent), it will be deemed effective as Customer’s Entry (or request) and Customer shall be obligated to pay Bank the amount of such Entry as provided herein even though the Entry (or request) was not authorized by Customer, provided Bank acted in compliance with the Security Procedures with respect to such Entry. If signature comparison is to be used as a part of those Security Procedures, Bank shall be deemed to have complied with that part of such Security Procedures if it compares the signature accompanying a file of Entries (or request for cancellation of an Entry) received with the signature of an Authorized Representative and, on the basis of such comparison, believes the signature accompanying such file to be that of such Authorized Representative.
b. If an Entry (or request for cancellation of an Entry) received by Bank was transmitted or authorized by Customer, Customer shall be obligated to pay the amount of the Entry as provided herein, whether or not 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 Bank had complied with such Security Procedures. Without limiting the foregoing, Bank shall have no liability to Customer with respect to any Erroneous Entry which was in fact transmitted or authorized by Company.
Appears in 1 contract
Sources: Master Services Agreement
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 Customer, it will be deemed effective as Customer’s 's Entry (or request) and Customer shall be obligated to pay the Bank the amount of such Entry as provided herein even though the Entry (or request) was not authorized by Customer, provided the Bank acted in compliance with the Security Procedures. If an Entry (or a request for cancellation of an Entry) received by Bank purports to have been transmitted or authorized by Customer (including, without limitation, any Authorized Representative or Authorized Agent), it will be deemed effective as Customer’s Entry (or request) and Customer shall be obligated to pay Bank the amount of such Entry as provided herein even though accepted the Entry (or request) was not authorized by Customer, provided Bank in good faith and acted in compliance with the Security Procedures referred to in this Agreement or in the Appendix with respect to such Entry. If signature comparison is to be used as a part of those Security Procedures, Bank shall be deemed to have complied with that part of such Security Procedures if it compares the signature accompanying a file of Entries (or request for cancellation of an Entry) received with the signature of an Authorized Representative and, on the basis of such comparison, believes the signature accompanying such file to be that of such Authorized Representative.
b. If an Entry (or request for cancellation or amendment of an Entry) received by the Bank was transmitted or authorized by Customer, Customer shall be obligated to pay Bank the amount of the Entry as provided hereinEntry, whether or not Bank complied with the Security Procedures Procedure referred to in Schedule A and Schedule D with respect to that Entry and whether or not that Entry was erroneous in any respect or that error would have been detected if Bank had complied with such procedures. Until Customer is notified otherwise by the Bank, the Bank's ACH Contact for purposes of the Security ProceduresProcedures is Deposit Operations, toll free ▇▇▇-▇▇▇-▇▇▇▇. You acknowledge that you are aware of the ACH Rules as they refer to payments you initiate, and that you are in compliance with and will adhere to the applicable requirements contained in the ACH Rules (as in effect and amended from time to time) when using ACH Services. You also agree to comply with procedures we may establish from time to time, including any limitations that may be imposed on the amount or type of Entries that may be initiated. Customer acknowledges it has a copy or has access to a copy of the ACH Rules. The ACH Rules may also be purchased online at ▇▇▇.▇▇▇▇▇.▇▇▇ under the publications tab. Customer agrees to comply with and be subject to the ACH Rules in existence at the date of this Agreement, and any amendments to these ACH Rules made from time to time. You acknowledge that you will not generate transactions that violate the laws or regulations of the United States. This includes, but is not limited to, sanction laws administered by OFAC. It shall be your responsibility 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 ▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇. You agree that the performance of any action by the Bank to debit or credit an account or transfer funds otherwise required by the ACH Rules is excused to the extent that the action is inconsistent with United States law, including our obligations under OFAC or any program administered by the United States Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”). You warrant and covenant that all actions by you contemplated by this 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 all such regulations, guidelines, and commentaries issued by the Board of Governors of the Federal Reserve and the Federal Financial Institutions Examination Council (“FFIEC”).
Appears in 1 contract
Sources: Commercial Online Banking Agreement