|
I K, I Will
<br />including but not limited to payment cancellation instructions, not later than 6:00 p.m. ET (or such other time as Bank specifies) on the Business
<br />Day prior to the day on which the tax payment is due. For purposes of this Section, "Business Day" means a day on which the Bank Is open for
<br />business in its New York office. Instructions received after such time shall not be processed until the following business day and Customer shall
<br />be liable for any charges, fees or costs associated with such payment. Bank may reject or delay processing of a tax payment if the request is not
<br />complete or is inaccurate or otherwise does not meet the criteria Bank specifies for acceptance herein or in the User Guide (as hereafter
<br />defined).
<br />The Service is not designed or intended to be used for any ACH tax payment that is required to be formatted as an "International ACH
<br />Transaction" (or IAT) under the NACHA Rules. Customer agrees not to use or attempt to use the Service to originate any ACH tax payment that
<br />is required to be formatted under the NACHA Rules as an "International ACH Transaction' (or IAT). Customer shall indemnify and hold Bank
<br />harmless from and against any and all claims, demands, losses, fines, penalties, damages, liabilities and expenses, including, without limitation,
<br />legal fees and expenses, resulting directly or indirectly from any ACH tax payment processed or requested to be processed by Customer via the
<br />Service which should have been formatted under the NACHA Rules as an IAT.
<br />3. Tax Payment Security Procedures.
<br />(a) A Bank - issued or approved access code and PIN and /or other security device ( "Security Device') is required to access the Service. The
<br />Customer shall be bound by and adhere to the security procedures and other procedures for use of the Service advised to it in writing
<br />through any medium by the Bank, as may be revised from time to time upon notice to the Customer (the "User Guide "). The Customer shall
<br />notify the Bank immediately of loss or theft of a Security Device, any unauthorized use of a Security Device or any other breach of security.
<br />The Bank may dishonor or disable any Security Device at any time and will inform the Customer of the same. The Customer agrees that
<br />any use of the Service with a Security Device is deemed to be carried out directly by and on behalf of the Customer. The Customer agrees
<br />to safeguard all Security Devices and to instruct each Authorized User (as defined below) to do the same.
<br />(b) This Section 3(b) applies to use of the Service through the designated internet platform, but does not apply to touchtone telephone access.
<br />Customer shall designate an administrator (the "Administrator ") who shall have authority in accordance with the operational Instructions for
<br />the Service provided to Customer in the User Guide. Customer agrees to notify Bank of any change in Administrator in the manner and
<br />form designated by Bank. Any such changes shall be effective at such time as Bank has received such notice and has had a reasonable
<br />opportunity to act upon it. In accordance with the procedures contained in the User Guide, the Administrator shall be responsible for (i)
<br />designating individuals as users ( "Authorized Users'); (ii) identifying the functions of the Service; (iii) requesting, creating, controlling,
<br />disseminating, and /or canceling user entitlements; (iv) receiving and distributing materials, notices, documents and correspondence relating
<br />to the security procedures; and (v) advising each Authorized User of his /her obligations hereunder and under the User Guide. The
<br />Administrator shall provide to the Bank, upon the Bank's request, a list of Authorized Users.
<br />4. Open Network Access. The Customer acknowledges that there are certain security, corruption, transmission error and access availability
<br />risks associated with using open networks such as the internet, and the Customer assumes all such risks. The Customer shall make an
<br />independent assessment of the adequacy of the internet and the Bank's security procedures. The Customer further acknowledges that the
<br />selection and use by it of any third party security and communications software and third party service providers is the sole responsibility of the
<br />Customer, and the Bank disclaims all risks related thereto, notwithstanding that the Bank may recommend certain security and /or
<br />communications software and services. The Customer agrees to, at its sole expense, procure and maintain all hardware, browsers, software and
<br />telecommunications equipment necessary to access the Service in accordance with the Bank's recommended system configuration.
<br />5. Funding. Customer authorizes Bank to debit Customer's applicable account for the amount of each tax payment and for any applicable bank
<br />fees and charges when due. In the event Customer does not have sufficient funds in Customer's applicable account to cover the amount of a tax
<br />payment, Bank shall have no obligation to make the tax payment for Customer, Bank may require Customer to pay Bank the amount of each tax
<br />payment on the date of transmission of the tax payment instruction or otherwise prior to the tax payment due date. Bank may from time to
<br />establish or revise maximum dollar limits for the total value of all outstanding fifes of tax payments that Bank will release on customer's behalf.
<br />Bank may change or cancel the limits any time without prior notice to Customer, although Bank will try to notify Customer before Bank does that.
<br />Funds Bank receives and holds pursuant to the Service shall be held as a deposit liability to Customer and not in trust for Customer or the taxing
<br />authority.
<br />6. Warranties; Indemnity. Except as specified below, Customer will be deemed to make the same warranties to Bank as Bank makes
<br />pursuant to the NACHA Rules although Customer will not be deemed to warrant the power of the Bank under applicable law to comply with the
<br />requirements of the NACHA Rules or the conformity of tax payments and other data Bank transmits to the file specifications contained in the
<br />NACHA Rules. Customer further represents and warrants to Bank that: (1) Customer shall not access the Service from any jurisdiction in which
<br />the Service is not authorized; and (ii) each tax payment Customer originates will comply with applicable U.S. laws and regulations and Customer
<br />acknowledges that payments may not be initiated that violate the laws of the United States.
<br />Customer agrees to indemnify Bank and Bank's employees, officers, directors and agents, and hold all of them harmless from and against any
<br />and all claims, demands, losses, liabilities or expenses (including attorney's fees and costs) resulting directly or Indirectly from (a) Customer's
<br />breach of any warranty made under this Section and (b) compliance by Bank with any request Customer makes for a cancellation, stop payment,
<br />reversal or recall of any tax payment.
<br />Bank shall have no responsibility for any delay by any ACH Operator (as such term is defined in the NACHA Rules) or taxing authority in
<br />processing any tax payment Bank transmits to such entity or failure by such entity to process or apply any tax payment.
<br />7. Stop Payments; Reversals and Recalls. Customer's instruction to stop payment of, reverse or recall one or more tax payments
<br />must be received by Bank in such time and manner as Bank specifies. Bank will process these transactions in accordance with Bank's
<br />PN: 1298505 DOC ID: 3 Page 33 of 39
<br />
|