AgdaPkt 2015-08-24 Joint SA and PAF

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TM-1423 ACH Origination Services EDOCS-#3784910 Page 6 of 7 Revised 10-30-2014 16.2. Representations and Warranties. Company represents and warrants to Bank Company (a) has conducted due diligence with respect to each customer of Company for which Company is originating transactions through Bank and determined that each such customer is engaged in a legitimate business and that the type, size and frequency of transactions that each such customer is originating is normal and expected for the customer’s type of business; and (b) will, in accordance with reasonable commercial standards, monitor each customer’s business and transactions on an ongoing basis and notify Bank promptly if Company identifies any unusual activity by Company’s customer. 17. Perfect NOC Service. This section contains additional terms applicable to Bank’s Perfect NOC Service. Bank maintains a database of Notifications of Change (each, a “NOC”) that Bank receives and uses this database to update Company’s Entries in accordance with the Service options Company selects from time to time. Bank will notify Company of each NOC Bank receives in connection with Company’s Entries. 18. Smart Decision Service. This section contains additional terms applicable to Bank’s Smart Decision Service. Bank will process for credit to the Account specified by Company checks and other instruments payable to Company (each, an “Item”) that Company delivers to Bank. Company will use the depository channels through which Bank offers the Service including electronic channels and other channels specified by Bank through which Bank accepts Items for processing. When Company uses electronic depository channels, Company transmits an “Electronic File” to Bank that includes electronic images of Items (each, an “Electronic Image”) and other information regarding Items in the Electronic File. Each Business Day, Bank processes Company’s Electronic File and other Items according to the processing criteria Bank has on file for Company, the issuer of an Electronic Image or Item, and Bank (each, respectively, a “Company Preference,” an “Issuer Preference,” or a “Bank Preference.”) Based on these Preferences, Bank will (a) convert each eligible Electronic Image and Item to an ACH debit Entry on the deposit account on which it was drawn; (b) process remaining Electronic Images in accordance with Bank’s separate Service Documentation governing the electronic depository channel Company used to deliver the Electronic Image to Bank; or (c) process remaining Items in accordance with Bank’s Commercial Account Agreement. If a Company Preference or an Issuer Preference conflicts with a Bank Preference, Bank will follow the Bank Preference. 19. Warranties. 19.1 General. Company acknowledges Bank makes certain warranties under the ACH Rules with respect to each Entry. Company will reimburse Bank for any loss Bank incurs, including Bank’s reasonable attorneys’ fees and legal expenses, as the result of a breach of a warranty made by Bank in connection with any Entry Bank originates upon the instructions received from Company, except to the extent that the loss resulted from Bank’s own gross negligence or intentional misconduct. 19.2 Smart Decision Service. If Company subscribes to Bank’s Smart Decision Service, Company warrants Company (a) will transmit to Bank only Electronic Images that are suitable for processing, including, but not limited to, Electronic Images that are legible and contain machine- readable MICR data; (b) will not deposit to the Account or otherwise negotiate any original Paper Item from which Company has previously created and submitted to Bank an Electronic Image, unless Bank has notified Company the Electronic Image is not legible or contains MICR data that is not machine readable; and (c) has received copies of the then-current ACH Rules and Reg E and will comply with both at all times Bank provides the Service. 20. Indemnification. Company acknowledges Bank indemnifies certain persons under the ACH Rules. Company agrees to reimburse Bank for any loss Bank incurs, including its reasonable attorneys’ fees and legal expenses, as the result of the enforcement of any such indemnity, except to the extent the loss resulted solely from Bank’s own gross negligence or intentional misconduct. In addition, Company will indemnify Bank from and against all liabilities, losses, damages, claims, obligations, demands, 6.1.D. - Page 38