Common use of Remote Deposit Capture Services Clause in Contracts

Remote Deposit Capture Services. Through the Bank’s Remote Deposit Capture Services, the Company may, from time to time, capture an electronic image of a check and transmit that image to the Bank over the internet through a web-based interface for deposit to a Company Account (the “RDC Services”). To be eligible to enroll in and use the RDC Services, the Company must be approved by the Bank. The Company agrees to provide the Bank with such financial, business and operating information as the Bank may reasonably request in connection with the Bank’s approval process. If approved, the Company shall be responsible, at the Company’s sole cost and expense, for acquiring and installing any hardware, including, but not limited to, a personal computer and an image scanner (the “Equipment”) required to access the RDC Services. The Company must use Equipment that meets the Bank’s technical requirements. The Company acknowledges and agrees that it is solely responsible, at the Company’s cost and expense, for the use, operation, performance and maintenance of all Equipment. The Company further acknowledges and agrees that it will perform or cause to be performed all vendor recommended maintenance, repairs, upgrades and replacements by properly trained personnel. The Bank shall not be liable to the Company for any malfunction, non-function, inaccuracy or other failure of the Equipment used by the Company to access the RDC Services, regardless of whether the Bank approved such equipment. The Company agrees to use the Equipment in a manner consistent with the terms of this Agreement and for no other purpose. The Company shall be responsible for installing and implementing any changes and upgrades to the Equipment that may be required by the Bank within five (5) days of notification thereof to ensure compliance with regulatory changes or developments, or to protect the integrity and security of the RDC Services. The Company shall be responsible for training its own employees on how to use the Equipment and RDC Services. The Company agrees that it will only submit checks for processing through the RDC Services that meet the definition of a “check” set forth in Federal Reserve Board Regulation CC, as amended from time to time (“Regulation CC”). The Company further agrees that it shall not process any Non-Qualifying Items through the RDC Services. For purposes of this Agreement the term “Non-Qualifying Items” shall be deemed to be any check that (a) is payable to any person or entity other than the person or entity that owns the account that the check is being deposited into, (b) contains an alteration on the front of the check or the Company knows or suspects, or should have known or suspected, is fraudulent or otherwise not authorized by the owner of the account on which the check is drawn, (c) is payable jointly, unless deposited into an account in the name of all payees,

Remote Deposit Capture Services. Through the Bank’s Remote Deposit Capture Services, the Company may, from time to time, capture an electronic image of a check and transmit that image to the Bank over the internet through a web-based interface for deposit to a Company Account (the “RDC Services”). To be eligible to enroll in and use the RDC Services, the Company must be approved by the Bank. The Company agrees to provide the Bank with such financial, business and operating information as the Bank may reasonably request in connection with the Bank’s approval process. If approved, the Company shall be responsible, at the Company’s sole cost and expense, for acquiring and installing any hardware, including, but not limited to, a personal computer and an image scanner (the “Equipment”) required to access the RDC Services. The Company must use Equipment that meets the Bank’s technical requirements. The Company acknowledges and agrees that it is solely responsible, at the Company’s cost and expense, for the use, operation, performance and maintenance of all Equipment. The Company further acknowledges and agrees that it will perform or cause to be performed all vendor recommended maintenance, repairs, upgrades and replacements by properly trained personnel. The Bank shall not be liable to the Company for any malfunction, non-function, inaccuracy or other failure of the Equipment used by the Company to access the RDC Services, regardless of whether the Bank approved such equipment. The Company agrees to use the Equipment in a manner consistent with the terms of this Agreement and for no other purpose. The Company shall be responsible for installing and implementing any changes and upgrades to the Equipment that may be required by the Bank within five (5) days of notification thereof to ensure compliance with regulatory changes or developments, or to protect the integrity and security of the RDC Services. The Company shall be responsible for training its own employees on how to use the Equipment and RDC Services. The Company agrees that it will only submit checks for processing through the RDC Services that meet the definition of a “check” set forth in Federal Reserve Board Regulation CC, as amended from time to time (“Regulation CC”), and only those checks that are permissible under this Agreement, or such other items that Bank, in its sole discretion, elects to include in the RDC Services. The Company further agrees that it shall not process any Non-Qualifying Items through the RDC Services. For purposes of this Agreement the term “Non-Qualifying Items” shall be deemed to be any check that (a) is payable to any person or entity other than the person or entity that owns the account that the check is being deposited into, (b) contains an alteration on the front of the check or the Company knows or suspects, or should have known or suspected, is fraudulent or otherwise not authorized by the owner of the account on which the check is drawn, (c) is payable jointly, unless deposited into an account in the name of all payees,, (d) is a “substitute check”, including previously truncated and reconverted substitute checks, or is a “remotely created check”, or an “electronically created item” as such terms are defined by Regulation CC, (e) is a savings bond, (f)is drawn on a financial institution located outside of the United States, (g) is not payable in United States currency, (h) is dated more than 6 months prior to the date of deposit and (i) is payable on sight or payable through drafts, as defined in Regulation CC. In the event that a Non- Qualifying Item is processed through the RDC Services, such processing shall not constitute a waiver by the Bank or obligate the Bank to process any other Non-Qualifying Items through the RDC Services in the future. If the Company deposits a Non-Qualifying Item, the Company agrees to reimburse the Bank for any losses, costs and expenses, including, without limitation, reasonable attorney’s fees, court costs and related litigation fees and expenses, the Bank may incur in connection with any warranty or indemnity claims. The Company bears sole responsibility for the care and security of any original paper items in its possession. In this regard, Bank strongly recommends that Company insert the following above its endorsement on each original item that is scanned for transmission through the RDC Services: FOR DEPOSIT ONLY AT BANKUNITED, N.A., ACCOUNT NUMBER [NUMBER]. The Company shall scan and capture the image of the front and back of each check as well as the MICR (Magnetic Ink Character Recognition) encoding line on each check (“Image”). The Company shall ensure that all Images meet the American National Standards Institute (“ANSI”) standards for image quality required by Regulation CC, and with any requirements set by the Federal Reserve Board, any other regulatory agency with jurisdiction over Bank, or any clearing house or association that Bank uses or agreement Bank has with respect to processing checks. Each Image shall be of such quality that the following information can be clearly read: 1. the amount of the check; 2. the payee of the check; 3. the signature of the drawer of the check; 4. the date of the check; 5. the check number; 6. the information identifying the drawer and the paying institution that is preprinted on the check, including the MICR line, the routing transit number, and the account number on which the check is drawn; and 7. all other information placed on the check prior to the time an image of the check is captured, such as any required identification written on the front of the check and any endorsements applied to the back of thecheck. The Company shall inspect and verify the quality of Images and ensure that the digitized images are legible for all posting and clearing purposes. Please note that we do not recommend using the RDC Services for the deposit of money orders or travelers checks. Any money orders or travelers checks deposited using the RDC Services shall be at Company’s sole risk. If Company elects to deposit a money order or travelers check through the RDC Services, the order must have been delivered to, received by, and deposited by Company in the ordinary course of Company’s business. Company must handwrite the amount of the money order on the face of the instrument prior to scanning the item. The Company agrees that it shall be responsible for depositing any checks or other items that do not meet image quality standards directly at the Company’s branch of account. After capturing the Images, the Company shall transmit one or more files containing such Images and all required information (“Batch”) to the Bank in accordance with the reference materials (a copy of which have been provided to the Company) as same may be amended from time to time. Together with each Batch, the Company shall also transmit a control total reflecting the aggregate amount of the checks in the Batch for deposit. The Company shall be solely liable for any Batch or Images that are not received by Bank or are intercepted or altered by an unauthorized third party. Batch file transmissions will be deemed to have been deposited only when the file is actually received and accepted for processing by the Bank. Files received by the Bank prior to 7:30 p.m. ET on a business day shall be deemed to have been received on that day. Files received after the 7:30 p.m. ET cutoff time on a business day, or at any time on a day that is not a business day shall be deemed to have been received on the following business day. A Batch will be deemed to have been received and accepted by the Bank for deposit when all of the following have occurred: (i) the Bank has preliminary verified that the image quality of the checks is acceptable to the Bank in its sole discretion; (ii) all information is complete and the deposit totals balance to the information provided for the Batch. Subject to the provisions of this Agreement, the Bank shall provisionally credit the appropriate Company Account based upon the information provided by the Company. All items submitted through the RDC Services, however, shall be subject to the Bank’s verification and final inspection and may be rejected by the Bank in its sole discretion without liability. The Company shall be responsible for verifying the Bank’s receipt of a Batch by confirming that deposits have been posted to the appropriate Account. The Bank shall have no obligation to notify Company of the rejection of a Batch or any Image in a Batch but will make reasonable efforts to do so. Funds from items processed pursuant to this Agreement will be made available for withdrawal in accordance with Bank’s Funds Availability Disclosure, as same may be amended from time totime. The Bank in its sole discretion shall determine the manner in which items shall be presented for payment to the financial institution on which the original check is drawn or through which it is payable (the “Drawee Bank”). If the Bank converts a digitized image to a substitute check, that substitute check will be presented to the Drawee Bank through the check collection channels that the Bank would otherwise use to present a check to the Drawee Bank. If the Bank elects to process the item as an image exchange item, the Bank will forward the item for presentment to the Drawee Bank through the electronic item collection channels that the Bank would other use to present an electronic item to the Drawee Bank. All such processing and presentment shall be done in accordance with timelines established by the Bank from time to time. The Bank may from time to time establish exposure limits, including per deposit limits and daily deposit limits for the total value of Images that may be deposited through the RDC Services on the Company’s behalf in any 24-hour period. Any Batches exceeding this aggregate limit need not be honored, but may, at the Bank’s sole discretion, be honored. The Bank may change or cancel these deposit limits at any time without prior notice to Company, although the Bank will endeavor to notify the Company before the Bank does so. If any item previously deposited by the Company is dishonored and/or returned unpaid for any reason, the Company acknowledges and agrees that the original item will not be returned, and the Company shall only be entitled to receive back a copy of a substitute check representing the returned deposited item. In the event that the Company requests that a returned item be re-presented, the Company may only redeposit the substitute check and not the original check, regardless of whether such original check has not yet been destroyed by the Company, at a bank branch location. Company acknowledges and agrees that any original items for redeposit shall not be processed through the RDC Services. With respect to each and every item presented electronically for deposit through the RDC Services, the Company represents and warrants to the Bank as follows: (a) the Image completely and accurately represents all of the information on the front and back of the check as of the time the Company converted the check to an Image including, without limitation the data contained in the MICR line of the check; (b) the Image contains all necessary endorsements; (c) neither the checks nor the Images contain any alterations;