ACH Origination- Services Addendum

The ACH Origination – Services Addendum (this “ACH Addendum”) governs Customer’s use of the ACH Origination Services provided by Bank. Customer and Bank have previously entered into the Master Treasury Management Services Agreement. Customer has executed the Implementation Form and wishes to use the ACH Origination Services pursuant to the terms of this ACH Addendum.

  1. ACH Origination Services. Bank will be provide ACH Origination Services pursuant to the terms of this ACH Addendum. Customer wishes to initiate Entries (as defined below) through the Automated Clearing House (the “ACH”) pursuant to the terms of this ACH Addendum. Unless otherwise defined herein, all capitalized terms shall have the meanings set forth in the Rules (as defined below) or the Master Treasury Management Services Agreement. The term “Entries” shall have the meaning provided in the Rules and shall also mean all data received from Customer hereunder which Bank uses to prepare Entries.
  2. Entries. In order to make and accept such Entries, Customer wishes to originate Credit Entries or Debit Entries pursuant to the terms of this ACH Addendum and the rules and guidelines of the National Automated Clearing House Association (“Nacha”), as the same may be amended, modified, updated, or otherwise changed from time to time (collectively, the “Rules”) and further acknowledges that Entries may not be initiated that violate the laws of the United States. Customer will be subject to all Rules that apply to Originators. Except as otherwise set forth on the Implementation Form, Customer agrees to only originate the following Entries: Corporate Credit or Debit (CCD), Prearranged Payment and Deposit Entry (PPD) or Corporate Trade Exchange (CTX). Bank will act as an Originating Depository Financial Institution (the “ODFI”) to initiate such Credit Entries or Debit Entries and as a Receiving Depository Financial Institution (an “RDFI”) to receive such Credit Entries or Debit Entries for accounts held by Customer. Customer agrees that Bank has the right to audit periodically Customer’s compliance with this ACH Addendum and the Rules.
  3. Transmittal of Entries by Customer.
    (a) Customer shall transmit Entries to Bank via Business eBanking at www.forbrightbank.com in compliance with the Rules and in accordance with Security Procedures provided by Bank. The total dollar amount of Entries transmitted by Customer to Bank on any day shall not exceed the amount stated on the Implementation Form.
    (b) Customer shall retain data on file adequate to permit remaking of Entries for seven (7) days following the date of their transmittal by Bank as provided herein, and shall provide such Data to Bank upon its request.
  4. Security Procedures.
    (a) Customer and Bank shall comply with the Security Procedures described in the Master Treasury Management Services Agreement or any procedures requested by Bank in the future (the “Security Procedures”) with respect to Entries transmitted by Customer to Bank. Customer acknowledges that the purpose of such Security Procedures is for verification of authenticity and not to detect an error in the transmission or content of an Entry. No procedure for the detection of any such error has been agreed upon between Bank and Customer. Customer agrees to establish prudent security standards and policies that include proper safeguards to protect the confidentiality of all Credentials for initiating transactions using this system.
    (b) Customer acknowledges that the Security Procedures are appropriate and commercially reasonable to afford protection against unauthorized transactions on the Account(s). Customer assumes the risk that any person using the Credentials following the Security Procedure will be able to conduct transactions on the Account(s). Customer’s failure to secure Credentials may allow an unauthorized person to initiate Entries, view/obtain Account information, access communications and financial data. Bank has no liability to Customer or any other third party for any unauthorized transfers of funds or other use of Service hereunder when Bank receives the required information or instructions in accordance with the Security Procedures, including the use of the Credentials, even if the person sending information or instructions (i) has exceeded his/her/their authority; (ii) does not have authority from Customer; (iii) has had his/her/their authority changed or revoked; or (iv) is not the same person as the user to whom the Credentials were issued. Customer is liable to Bank for any and all claims, losses and/or damages arising from use of the Services by any person who utilizes the Security Procedures or who gains access by any other means, whether or not such action was authorized. In furtherance of the foregoing, Customer is liable to Bank for all claims, losses and/or damages resulting from a user, employee, agent or representative of Customer or anyone accessing the system utilizing the Security Procedures who willfully or through negligence damages or disrupts the systems of Bank.
    (c) Bank will have no liability to Customer or any other third party for any unauthorized Entry or information obtained through the use of a user’s Credentials following Security Procedures that occurs prior to Customer notifying Bank of the compromised, lost or stolen Credentials or of any unauthorized account transactions and Bank having a reasonable opportunity to act on such notice. Customer will be responsible for any such transactions and/or any information obtained about the Account when Credentials are used and Security Procedures are followed. Bank may suspend or cancel Credentials even without receiving such notice from Customer, the Administrator or a User, if Bank suspects the Credentials have been compromised or are being used in an unauthorized or fraudulent manner.
    (d) Bank assumes no responsibility to discover, audit or report to Customer any possible breach of Security Procedure by any Customer employee, agent or representative or unauthorized disclosure or use of any Credentials. Bank makes no representation or warranty of any kind whatsoever as to, and expressly disclaims liability for, the effectiveness or lack of effectiveness of any Security Procedure, Credential, or security measure taken by Bank to verify the identity of any user or validate the authenticity of any transaction or Entry.
    (e) Customer agrees to notify Bank immediately if any tokens are lost/stolen or placed in the custody of an unauthorized Person. Customer agrees to educate its Administrators and Users on Security Procedures and appropriate security measures including, but not limited to, signing off the System when they are not using it; the risks associated with opening e-mail and/or attachments, especially those from unknown sources; and the risks associated with clicking on or opening pop-ups and web links. Any transaction initiated or authorized using a valid combination of a login ID and password will be considered authentic, valid and binding by Customer and Bank. If Customer suspects or believes any such information has been compromised, it shall immediately contact Bank.
    (f) Customer is strictly responsible for establishing and maintaining procedures to safeguard against unauthorized Entries. Customer warrants that no individual will be allowed to initiate Entries in the absence of proper supervision and safeguards, and agrees to take reasonable steps to maintain the confidentiality of the procedures and any logins, passwords, codes, or other security devices in connection with the initiation of Entries. If Customer believes or suspects that any such information or instructions have been known or accessed by unauthorized persons, Customer agrees to notify Bank immediately followed by written confirmation. The occurrence of unauthorized access will not affect any transfers made in good faith by Bank prior to receipt of such notification and for a reasonable time period after such notification to allow Bank to prevent unauthorized transfers.
    (g) Bank strongly recommends the Security Procedures for the authorization and release of Entries be conducted under dual control, requiring one User to initiate and another User to approve all Entries. Should Customer choose to utilize a single user control Security Procedure instead, Customer accepts the risk and liability associated with any Entry issued on Customer’s behalf by a single user. Customer shall indemnify Bank for any claims or losses, including reasonable attorneys’ fees resulting from Customer’s use of such single-user control Security Procedure.
    (h) Customer and Bank must comply with the Security Procedure set forth below with respect to Entries transmitted by Customer to Bank
    (1) If an Entry (or a request for cancellation or amendment 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 even though the Entry (or request) was not authorized by Customer, provided Bank accepted the Entry in good faith and acted in compliance with the Security Procedures with respect to such Entry.
    (ii) If an Entry (or request for cancellation or amendment of an Entry) received by Bank was transmitted or authorized by Customer, Customer shall pay Bank the amount of the Entry, 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 the Security Procedures.
  5. Processing, Transmittal and Settlement by Bank.
    (a) Customer must transmit Entries to Bank in compliance with the formatting and other requirements set forth in the Nacha Rules and as specified by Bank. Except as provided in Section 6 On-Us Entries and Section 7 Rejection of Entries, Bank shall (I) process Entries received from Customer to conform to the file specifications set forth in the Rules and (II) transmit such Entries as an ODFI to the the Federal Reserve Bank, either directly or via a third-party ACH operator, and (III) settle for such Entries as provided in the Rules.
    (b) Processor. Customer may use third-party service provider (a “Processor”) to transmit Entries on Customer’s behalf. Any references to Entries transmitted by Customer to Bank throughout this ACH Addendum shall be deemed to include Processor where Processor transmits the Entry. Customer must submit its Processor to Bank for approval prior to use. Customer agrees that any Entries originated by Processor will be solely for Customer’s benefit and not for the benefit of any third party. Customer shall be liable for any Entry submitted by Processor on Customer’s behalf as if such Entry was submitted directly by Customer. Customer agrees that the Entries communicated by Processor via direct connection with Bank or our ACH operator shall be deemed to comply with the Security Procedures and be commercially reasonable. Customer remains liable for each Entry submitted by Processor and each Entry’s compliance with all Rules and applicable law. Each time Customer or Processor communicates or initiates an Entry, Customer reaffirms the representations set forth in this Section 5(b).
    (c) Standard ACH Entries.
    (i) Bank shall transmit or complete the necessary batch authorization of such ACH Entries by the Delivery Date deadline of the ACH for the Effective Entry Date shown in such Entries, provided (I) such Entries are received prior to the 7:30 p.m. Eastern Time deadline on a Business Day, (II) the Effective Entry Date is at least 2 Banking Days after such Banking Day, and (III) the ACH is open for business on such Banking Day. For purposes of this ACH Addendum (x) a “Banking Day” is a day on which Bank and ACH operator are open for carrying on substantially all of its business [other than a Saturday or Sunday or federal banking holiday], and (y) Entries shall be deemed received by Bank, when the transmission is completed in compliance with the Security Procedures.
    (ii) If any of the requirements of clause, (I), (II), (III) of Section 5(c)(i) are not met, Bank may refuse to transmit such Entries or may use reasonable efforts to transmit such Entries to the ACH by the next deposit deadline of the ACH which is a Banking Day and a day on which the ACH is open for business.
    (iii) All standard ACH Entries should be delivered at least two (2) Banking Days prior to the “Effective Date” of the transactions. If the transactions are not completed/authorized by the required timeframe, Bank cannot guarantee the transactions will be accepted by ACH operators, or be received/posted on the “Effective Date” by the RDFI. Bank may accept these items and they will be forwarded to the ACH processor no later than Bank’s next regularly scheduled delivery time.
    (d) Same Day ACH Entries. If Customer has elected to receive Same Day ACH services, Customer will be subject to the additional terms of Schedule A.
    (e) All ACH Credit originations represent financial obligations for Customer and Bank. Bank may reject any Entry if Customer has failed to comply with its account balance obligations under Section 11, Payment by Customer for Entries. The balance showing on Bank’s Business eBanking system associated with the account designated as the settlement account for the Entries must be sufficient to cover the total originations on the Delivery Date as described above. If the settlement account does not have sufficient funds at that time, Bank may, without any liability, deny, reject or process the Entries. If the Entries are processed, Customer is still obligated to pay Bank for the Entries.
    (f) On-Us Entries. Except as provided in Section 7, Rejection of Entries, in the case of an Entry received for credit or debit to an account maintained at Bank (an “On-Us Entry”), Bank shall credit or debit the Receiver’s account in the amount of such Entry on the Effective Entry Date contained in such Entry, provided the requirements set forth in clauses Sections 5(c) and 5(d) are met. If those requirements are not met, Bank shall use reasonable efforts to credit the Receiver’s account in the amount of such Entry no later than the next Banking Day following such Effective Entry Date.
  6. Rejection of Entries. Bank, in its sole discretion, may reject any Entry, with or without cause. Without limiting the foregoing, Bank may reject any Entry which does not comply with the requirements of Section 3, Transmittal of Entries by Customer, or Section 4, Security Procedure, or which contains an Effective Entry Date more than two (2) days after the Banking Day such Entry is received by Bank. Bank may reject an On-Us Entry, for any reason for which an Entry may be returned under the Rules. Bank may reject any Entry if Customer has failed to comply with its account balance obligations under Section 11, Payment by Customer for Entries. Bank may reject any Entry of Customer that does not adhere to the Security Procedures. Bank shall notify Customer by phone, mail, in writing, or any combination, of such rejection no later than the Banking Day such Entry would otherwise have been transmitted by Bank to the ACH or, in the case of an On-Us Entry, two days after its Effective Entry Date. Notices of rejection shall be effective when given. Bank shall have no liability to Customer by reason of the rejection of any such Entry or the fact that such notice is not given at an earlier time than that provided for herein. If Bank or any ACH operator rejects any Entry as a result of incomplete information or a file formatting or other error, Customer must re-transmit a corrected Entry to Bank.
  7. IAT – International ACH Transaction. This Standard Entry Class Code identifies an ACH credit or debit Entry that is part of a payment transaction that involves a financial agency’s office that is not located within the territorial jurisdiction of the United States. These international payments convey specific information defined within the Bank Secrecy Act’s “Travel Rule” to ensure that all parties to the transaction have information necessary to comply with U.S. law, which includes the programs administered by the Office of Foreign Assets. Control (OFAC).
    (a) Customer is required to comply with OFAC sanctions, and the penalties for ignoring those obligations can be both criminal and civil and include both jail time and fines ranging from $10,000 to $10,000,000 per occurrence. If these fines are levied against the financial institution they may be passed back to the Originator. The fines are levied by the U.S. government and funds collected are the property of the government, not the financial institution. Additional information on OFAC obligations and fines can be found at http://www.treas.gov/offices/enforcement/ofac/.
  8. Cancellation or Amendment by Customer. Customer shall have no right to cancel or amend any Entry after its receipt by Bank. However, if such request complies with the Security Procedures and to the extent permitted by the Rules, Bank shall use reasonable efforts to act on a request by Customer for cancellation of an Entry prior to transmitting it to the ACH or, in the case of an On-Us Entry, prior to crediting or debiting a Receiver’s account, but shall have no liability if such cancellation is not effected. Customer shall reimburse Bank for any expenses, losses, or damages Bank may incur in effecting or attempting to affect Customer’s request for the cancellation or amendment.
  9. Reversing Files. The Rules permit Customer to reverse duplicate or erroneous files or Entries. A reversing file must be initiated in such time to be transmitted or made available to the RDFI(s) within five (5) Banking Days after the settlement date of the duplicate or erroneous file or Entry. The reversing file must be transmitted within twenty-four (24) hours of the discovery or error. Under the Rules, the RDFI is indemnified against any losses incurred as a result of effecting a reversal. Customer shall reimburse Bank for any expenses, losses, or damages Bank may incur in effecting or attempting to effect Customer’s request for reversing a file or Entry.
  10. Notice of Returned Entries. Bank shall notify Customer by phone, mail, in writing or any combination thereof, of a returned Entry from the ACH no later than one (1) Banking Day after the Banking Day of such receipt. Except for an Entry retransmitted by Customer in accordance with the requirements of Section 3, Transmittal of Entries by Customer, Bank shall have no obligation to retransmit a returned Entry to the ACH if Bank complied with the terms of this ACH Addendum with respect to the original Entry. Bank may place a hold against the account upon receiving any notice of, or return of any Debit Entries until the final settlement of the transaction.
  11. Payment by Customer for Entries. Customer authorizes Bank to debit the account as stated in the Account Agreement, maintained by Customer at Bank (the “Account”) (i) to initiate credit Entries received from Customer and (ii) to settle any reversed or returned debit Entries. Customer agrees to pay the amount of such Entries no later than the date Bank processes the Entry. Bank may, without prior notice or demand, obtain payment of any amount due and payable to Bank under this ACH Addendum by debiting the Account, and will credit the Account for any amount received by Bank by reason of the return of an Entry transmitted by Bank for which Bank has previously received payment from Customer. Such credit will be made no later than the first Banking Day following the day Bank receives the return. Customer must at all times maintain available funds in the Account sufficient to cover its settlement obligations under this ACH Addendum. Insufficient or unavailable funds may result in a delay in processing Entries received. If available funds in the Account do not cover Customer’s settlement obligations on the day the Entry is submitted to Bank, Customer agrees that Bank may debit any account maintained by Customer with Bank or any affiliate of Bank or that Bank may set off against any amount Bank owes to Customer, in order to obtain payment of Customer’s obligations under this ACH Addendum. Customer acknowledges that to the extent that funds available in its accounts with Bank are not sufficient to cover Customer’s obligations hereunder, Customer must immediately pay Bank to cover such shortfall and is liable until such amounts are paid in full. Customer shall pay Bank the amount of each Entry transmitted by Bank pursuant to this ACH Addendum.
  12. Account Reconciliation. Settlement for Entries transmitted by the Bank or credited or debited to a Receiver’s account maintained with Bank will be reflected on Customer’s periodic statement issued by Bank with respect to the Account pursuant to the Account Agreement. Customer agrees to notify Bank promptly of any discrepancy between Customer’s records and the information shown on any such periodic statement. If Customer fails to notify Bank of any such discrepancy within sixty (60) days of receipt of the first periodic statement containing such information, Customer agrees that Bank shall not be liable for any other losses resulting from Customer’s failure to give such notice or any loss of interest with respect to an Entry shown on such periodic statement. If Customer fails to notify Bank of any such discrepancy within sixty (60) days of first receipt of such periodic statement, Customer shall be precluded from asserting such discrepancy against Bank. Due to limited time frames for Corporate Credit or Debit Entry (CCD) and Corporate Trade Exchange Entry (CTX) Entries; Customer has a one (1) day timeframe to allow Bank to return the Entry. Customer agrees that Bank shall not be liable for any other losses resulting from Customer’s failure to give such notice or any loss of interest with respect to these transactions.
  13. Customer Representations and Agreements; Indemnity.
    (a) With respect to each and every Entry initiated by Customer, Customer represents and warrants to Bank and agrees that (i) each person shown as the Receiver on an Entry received by Bank from Customer has authorized the initiation of such Entry and the crediting or debiting of its account in the amount and on the Effective Entry Date shown on such Entry, (ii) such authorization is operative at the time of transmittal or crediting or debiting by Bank as provided herein, (iii) Entries transmitted to Bank by Customer are limited to those types of Credit or Debit Entries set forth in Section 3, Transmittal of Entries By Customer, (iv) Customer shall perform its obligations under this ACH Addendum in accordance with all applicable laws and regulations, including the sanctions and laws administered by Office of Foreign Assets Control (OFAC), (v) Customer shall be bound by and comply with the Rules as in effect from time to time, including, without limitation, the provisional payment of an Entry by the RDFI to the receiver until receipt by the RDFI of final settlement for such Entry. Customer specifically acknowledges that it has received notice of the Rule regarding provisional payment and of the fact that, if such settlement is not received, the RDFI shall be entitled to a refund from the Receiver of the amount credited and Customer shall not be deemed to have paid the Receiver the amount of the Entry. Customer shall indemnify and hold Bank harmless from and against any loss, liability, expense or damage, including without limitation attorneys’ fees and expenses of litigation, resulting from any claim of any third party relating to (a) any payment order initiated or electronic file processed in accordance with Security Procedures; (b) the Services provided under this ACH Addendum; (c) Customer’s breach of this ACH Addendum; (d) Customer’s breach of any applicable law, Rule, or any of the foregoing representations; and (e) any authorized transfers between Customer’s accounts.
    (b) Customer warrants that if they are a Covered Entity or Business Associate under the Health Insurance Portability and Accountability Act (HIPAA), which regulates Health Plans, Health Care Clearinghouses, and Health Care Providers, and plan to transmit any Protected Health Information (PHI) in electronic form via Business eBanking that they will comply and be bound by the HIPAA Transaction and Privacy Regulations.
  14. Bank Responsibilities; Liability; Limitations on Liability; Indemnity.
    (a) Bank shall be responsible only for performing the services expressly provided for in this ACH Addendum, and shall be liable only for its gross negligence or willful malfeasance in performing those services. Bank shall not be responsible for Customer’s acts or omissions (including, without limitations, the amount, accuracy, timeliness of transmittal or due authorization of any Entry received from Customer) or those of any other persons, including, without limitations, any third party processor, any Federal Reserve Bank or branch thereof, any Automated Clearing House or transmission or communications facility, SWIFT, any ODFI, Receiver or RDFI (including without limitation the return of any Entry by such Receiver or RDFI), and none of the foregoing entities shall be deemed Bank’s agent. Customer agrees to indemnify Bank against and hold, harmless from all claims, demands, losses, liabilities or expenses (including attorneys’ fees and expenses) resulting from or arising out of any claim of any person, including, without limitation, any third party processor, any Federal Reserve Bank or branch thereof, any Automated Clearing House transmission or communications facility, SWIFT, any ODFI, Receiver, RDFI or other third party which are either (I) based on the premise that Bank is responsible for any act or omission of Customer or any other entity described in this Section 14(a) or (II) except as otherwise provided in this Section 14(a), related to the initiation or receipt by Bank as either an ODFI or an RDFI, respectively, of a Credit or Debit Entry.
    (b) Notwithstanding the foregoing, no liability in favor of any third party is deemed to have been created by the execution of this ACH Addendum or transaction initiated pursuant hereto.
    (c) Subject to the foregoing limitations, Bank’s liability for loss of interest resulting from its error or delay shall be limited to three (3) days interest.
  15. Inconsistency of Name and Account Number. Customer is responsible for providing accurate and complete information in its Entries. Bank is not responsible for detecting any errors in any Entries. Bank may rely solely on identifying account number or bank identification numbers (such as a bank transit routing number), rather than names when executing an Entry. Likewise, a RDFI (or Bank in the case of an On-Us Entry) may execute an Entry solely based on an identifying bank number or account number even if such number identifies a different person or entity from the named Receiver. Bank will have no responsibility to detect any inconsistency between the name and number contained in an Entry. Accordingly, Customer’s obligation to pay the Entry is not excused in such circumstances and Customer shall indemnify and hold Bank harmless from and against any loss, liability, expense or damage Customer or any beneficiary or receiver may incur because of such inconsistency, including, without limitation, attorney’s fees and expenses of litigation expenses.
  16. Prenotification and Notifications of Change. Customer must initiate a prenotification for any ACH transaction. All requirements within the Rules must be met. Live dollar Entries may not be initiated until at least six (6) banking days following the settlement date of the prenotification Entry. Bank shall notify Customer of all notifications of change received by Bank relating to Entries transmitted by Customer by phone, mail, telefacsimile, or any combination no later than one (1) banking day after receipt thereof.
  17. Amendments. Bank may change this ACH Addendum or the Services from time to time by: (1) adding new terms, conditions, services, charges, or fees; (2) modifying or discontinuing existing terms, conditions, services, charges, or fees; (3) changing the types of accounts that are eligible for the Services; (4) changing the transaction limits for the Services; (5) changing the requirements to access and use the Services; and (6) changing the Security Procedures necessary to access and use the Services. All changes to this ACH Addendum or the Services take effect immediately when posted on Bank’s website or when Bank otherwise delivers a communication regarding such change to Customer, unless the notice states otherwise. Notice of any change will comply with the notice requirement of any applicable law. By using the Services after the effective date of any change, Customer confirms the agreement to the change. If Customer rejects any such supplements or amendments, Customer must stop using the Services.
  18. Notices, Instructions, Etc.
    (a) Except as otherwise expressly provided herein, Bank shall not be required to act upon any notice or instruction received from Customer or any other person, or to provide any notice or advice to Customer or any other person with respect to any matter.
    (b) Bank shall be entitled to rely on any written notice or other written communication believed by it in good faith to be genuine and to have been signed by an Authorized Representative, and any such communication shall be deemed to have been signed by such person. Customer may add or delete any Authorized Representative by written notice to Bank signed by an authorized account signer. Such notice shall be effective on the second banking day following the day of Bank’s receipt thereof.
    (c) Except as otherwise expressly provided herein, any written notice or other written communication required or permitted to be given under this ACH Addendum shall be delivered, or sent by United States registered or certified mail, postage prepaid, or by express carrier, and, if to Bank, addressed to:
    Forbright Bank Digital Banking Operations
    4445 Willard Avenue, Suite 1000, Chevy Chase, MD 20815
    unless another address is substituted by notice delivered or sent as provided herein. Except as otherwise expressly provided herein, any such notice shall be deemed given when received.
  19. Records; Evidence of Authorization. Customer must retain data on file adequate data to permit remaking of Entries for thirty (30) days following the date of their transmittal by Bank as provided herein, and will provide such data to Bank upon request. Customer shall obtain all consents and authorizations required under the Rules and shall retain such consents and authorizations for two years after they expire or are revoked. At the time the Entry is transmitted, Customer warrants that it has no knowledge of a revocation or termination of the authorization by the Receiver to Customer.
  20. Notice by Customer to Receiver of Variable Debits. If the amount of a debit Entry to a consumer Receiver differs from the amount of the last Entry relating to the same authorization or from a preauthorized amount, Customer must send the Receiver written notification of the amount and date of the Entry, at least ten (10) calendar days prior to the date for which the Entry is scheduled. If only the date is to be changed, Customer must send the Receiver a written notice within not less than seven (7) calendar days before the first Entry to be effected by the change is scheduled to be debited from the Receiver’s account.
  21. Cooperation in Loss Recovery Efforts. In the event of any damages for which Bank or Customer may be liable to each other or to a third party pursuant to the services provided under this ACH Addendum, Bank and Customer will undertake reasonable efforts to cooperate with each other, as permitted by applicable law, in performing loss recovery efforts and in connection with any actions that the relevant party may be obligated to defend or elects to pursue against a third party.
  22. Termination/Suspension. Bank may terminate the Services or suspend, limit or restrict access to the Services at any time and for any reason. Bank may do so without notifying Customer beforehand. However, Bank’s intention is to notify Customer before or promptly after ending the Services. Customer may terminate the Services at any time. Termination will not affect any Entries initiated prior to the termination.
    In the event Bank or a regulatory authority of Bank determines that performance of the Service would result in a violation of applicable law or may expose Bank to regulatory criticism or negative actions, Bank reserves the right to suspend performance of the impacted Services. Such suspension is limited to the extent necessary to address the issue(s) causing such violation, regulatory criticism or negative action or as otherwise required by the Rules, applicable law, or regulatory authority until Bank can remediate the violation, including through a change to this ACH Addendum, with prompt notice to Customer. Bank will incur no liability to Customer because of such suspension or termination of the Service or amendment of this ACH Addendum.
  23. Non-Assignment. Customer may not assign this ACH Addendum or any of the rights or duties hereunder to any person without Bank’s prior written consent.
  24. Financial Information. Customer agrees upon Bank’s request from time to time and at least annually, to provide Bank with current and past financial statements showing the financial condition, assets, liabilities and stockholder’s equity of Customer, and the current income and surplus to Customer, and such other information regarding the financial condition of Customer as Bank may reasonably request. Customer also agrees to provide to Bank such financial information as described in this Section 24, for any request to change the limits or frequency of ACH file originations.
  25. Waiver. Bank may waive enforcement of any provision of this ACH Addendum. Any such waiver shall not affect Bank’s rights with respect to any other transaction or modify the terms of this ACH Addendum.
  26. Binding Agreement; Benefit. This ACH Addendum shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns. This ACH Addendum is not for the benefit of any other person, and no other person shall have any right against Bank or Customer hereunder.
  27. Headings. Headings are used for reference purposes only and shall not be deemed a part of this ACH Addendum.
  28. Severability. In the event that any provision of this ACH Addendum shall be determined to be invalid, illegal or unenforceable to any extent, the remainder of this ACH Addendum shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law.
  29. Acknowledgement. Pursuant to the Implementation Form, Customer requests enrollment in Bank’s ACH Origination Service. As a requirement to be considered for approval, Customer understands that it must abide by all applicable laws, rules, regulations, operating circulars regarding ACH Origination, and the Rules. Bank has permission to investigate the character and credit worthiness of Customer, and the nature and operation of Customer’s business, to the same extent as if borrowing an amount equal to the amount of all ACH debit Entries projected to be made during any month. Customer understands Bank will conduct periodic reviews of the Services and the relationship with regard to exposure and risk limits. Bank will communicate any transaction limits to Customer.

ACH ORIGINATION – SERVICES ADDENDUM
Schedule A- Same Day ACH Entries

If Customer elects to receive Same Day ACH services, Customer will be subject to the additional terms of Schedule A. The provisions set forth below apply to all Same Day ACH Entries instead of the provisions for Standard ACH Entries set forth in Section 5 (c) of the ACH Origination – Addendum.


(i) Bank will transmit any same-day ACH Entries to the ACH that Customer sends Bank prior to the 1:00 p.m. Eastern Time deadline on a Banking Day for an Effective Entry Date scheduled on that Banking Day. Entries will be deemed received by Bank, in the case of transmittal by electronic transmission, when the transmission complies with any related Security Procedures. If Customer missed the deadline, Bank will use reasonable efforts to transmit such Entries to the ACH by the next available same-day ACH processing window.
(ii) To clearly identify Same Day ACH Entries, the Company Descriptive Date must be filled with the convention “SDHHMM” where “SD” denotes the intent for same-day processing and “HHMM” denotes the hour and minutes that correspond to the desired settlement time, which shall be no later than 1:00 p.m. Eastern Time. Any Entries sent with an Effective Entry Date prior to the current date may be processed as a Same Day ACH Entry.
(iii) Bank makes no representation regarding the availability of funds to the Receiver of a Same Day ACH Credit Entry nor is responsible for any loss resulting from any delayed receipt.