Common use of Third-Party Processors Clause in Contracts

Third-Party Processors. Without the Bank’s consent, you may not authorize a third party (a “Processor”) to process eligible Checks payable to you for deposit through the Remote Deposit Capture Service on your behalf, but if the Bank allows it or if you authorize it with or without the Bank’s consent, then the provisions of this paragraph shall apply. You will identify the Processor to the Bank, and will provide Bank with such additional information as Bank may reasonably require concerning the Processor and the functions that will be performed by the Processor. Unless otherwise specified herein, you may determine the functions that will be performed by the Processor on your behalf and the functions that you will perform yourself. However, you will remain responsible to Bank for the performance of your duties, whether by you or the Processor, and for your obligations and liabilities, all as set forth herein. You will cause the Processor to comply with your obligations herein as applicable, including without limitation all requirements, limitations and restrictions with respect to the Remote Deposit Capture Service, but you will remain solely liable for payment of Bank’s fees and charges and any other monetary obligations hereunder. In the event of a breach of any provision of this Agreement resulting from an act or omission of the Processor, Bank will not be required to look to the Processor, but may exercise its rights and remedies with respect to you for such breach. You will provide the Processor with a copy of this Agreement, User Guides and any other document as necessary to inform the Processor about the Agreement and the Remote Deposit Capture Service. You will be solely responsible for the selection and compensation of the Processor and the performance of any agreement between you and the Processor. You will not authorize an employee of the Processor to act as a Security Administrator or Authorized Representative, unless such person is also your corporate officer, partner, manager, member or employee. Bank may rely upon any act, statement or instruction of, and respond to any request by, any employee of the Processor designated as a User, as though it were an act, statement or instruction of, or request by, your employee designated as a User. Bank will not be obligated to inform you of any act or omission of, or event involving, the Processor or any employee thereof.