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i <br />1111111P II I <br />representative, a non - renewable stop payment, which will be effective for a 180 -day period. The Bank shall not be liable for any Item properly <br />paid or cashed prior to the effective time of a stop payment request. The Bank may properly return any item which is the subject of a stop <br />payment request. However, the Customer acknowledges that a stop payment instruction does not limit or vary its obligation to pay the subject <br />Item and, notwithstanding a stop payment instruction, the Bank may properly pay such an item to a person entitled to enforce it. <br />4.11 Standard of Care. Any Item issued by the Customer drawn on its Account shall be deemed to be endorsed in the name of the payee if: the <br />Item is endorsed or deposited into an account in a name that is substantially similar to that of the payee; the payee is a fictitious person; the <br />Customer was wrongfully or erroneously induced to issue the Item payable to the stated payee; the deposit of the item was accomplished by <br />an employee entrusted with responsibility for the Item or person working in concert with such an employee; or the Customer or payee failed to <br />act with ordinary care with respect to the Item. The Bank shall not be liable for any loss arising from any such endorsed or deposited Item, or <br />for the loss caused by the alteration or unauthorized signature on any Item issued by the Customer, unless the Customer establishes that the <br />Bank failed to handle the Item with ordinary care, and that such failure substantially contributed to the loss. If the Bank's failure to act with <br />ordinary care substantially contributed to the loss on the item, the loss shall be allocated between the Customer and the Bank based upon their <br />respective failure to exercise ordinary care which contributed to the loss. For purposes of this section, "employee" shall include Customer and <br />its independent contractors and third parties, and their respective employees, delivery agents, officers, directors, attorneys, fiduciaries, <br />administrators, service providers, and other agents. <br />4.12 Electronic Processing. The Bank may process any Item for payment from a Customer Account by electronic means, in which case, the Bank's <br />exercise of ordinary care in payment of that item does not obligate the Bank to inspect the Item during the automated payment process. <br />Section 5 of the Global Account Terms (Funds Transfer Instructions) is hereby supplemented with the following provision: <br />5.6 Funds Transfer by Check. If the Customer, through the Bank's funds transfer services, requests that payment be made by check, the Customer <br />authorizes the Bank to debit the Customer's Account on receipt of the Instruction and to create and issue a check to the name and address <br />provided in the Instruction, signed by the Bank as agent for the Customer as drawer. If the Customer requests the Bank to place a stop payment <br />on the check before the check has been presented for payment, such request must be clearly identified as a stop payment request, including the <br />reference number given for the transaction, and it must be received by the Bank at a time and in a manner designated by the Bank from time to <br />time. If the check is not negotiated within one hundred eighty (180) days after issuance, the Bank may place a stop payment on the check and <br />transfer the funds back to the Account. <br />5.7 ACH. Automated Clearing House ( "ACH ") entries will be subject to the rules of the National Automated Clearing House Association and any <br />other applicable Rules & Regulations, to which the Customer agrees to be bound. Credit given by the Bank to the Customer for an ACH credit <br />entry shall be provisional, until the Bank receives final payment. If the Bank does not receive final payment, the Bank may revoke the <br />provisional credit and charge back the amount of the entry to the Account, or obtain a refund from the Customer, in which case the originator of <br />the credit entry shall not be deemed to have paid the Customer the amount of such entry. The Bank shall not be obligated to notify the <br />Customer of the receipt of a payment order or ACH entry for credit or debit to an Account. <br />5.8 Same Day Amend and Cancel. The Customer may subscribe to a service to enable same day amendment and cancellation of payment orders. <br />All cancellation or amendment messages sent to the Bank shall be in the format specified by the Bank and must be received by the Bank no <br />later than such time as may be established by the Bank upon notice to the Customer. <br />5.9 Priority. The Bank will determine the order in which it processes payment orders. If the Customer's payment order bears the codeword <br />"PRIORITY" in such field as the Bank specifies, the Bank will use reasonable efforts to move such payment order to the front of the Bank's <br />processing queue. <br />Section 7 of the Global Account Terms (Account Statements) is hereby supplemented with the following provisions: <br />7.2 Images Sufficient. The Customer acknowledges that Account Statements and images of paid Items are available to it and are sufficient to <br />allow it to make all inspections and reports of Account activity including errors, as required in this Section. The Bank is not required to return <br />paid or cancelled Items with the Account Statement. <br />7.3 Obligation to Inspect. The Customer shall inspect each Account Statement and all payments and charges reported thereon, promptly upon <br />receipt. The Customer must notify the Bank in writing of any unauthorized, improper, or missing endorsements within six (6) months after the <br />date of the Account Statement on which that item was reported to have been paid. The Customer must notify the Bank in writing, within a <br />reasonable period of time not to exceed 60 calendar days of the date of an Account Statement, of (i) the failure to receive the Account <br />Statement, or (ii) of any errors, unauthorized payments, charges, alterations, discrepancies or irregularities reported on the Account Statement <br />( "Errors"). The Customer must provide the Bank with all information necessary for the Bank to investigate any claim based upon an <br />endorsement or Error, and must provide all supporting evidence that the Bank requests. Failure to comply within the time frames set forth <br />above shall be deemed conclusive proof that the Customer failed to exercise reasonable care and promptness in examining Account <br />Statements and paid Items or identifying Errors and that such failure may cause subsequent loss to the Bank. If the Customer fails to comply <br />with the notice requirements set forth above, the Bank is not required to reimburse the Customer for the Customer's claimed loss and the <br />Customer shall be barred from bringing any action against the Bank. <br />7.4 Jnactive Accounts. If an Account has no activity other than charges assessed or interest credited by the Bank for a period of at least six (6) <br />months, the Bank is not required to provide an Account statement until the Account has additional activity. If an Account has no activity other <br />than charges assessed or interest credited by the Bank for a period of at least twelve (12) months, the Customer may be unable to access the <br />PN: 1125418 DOC ID: 4 <br />Page 13 of 51 <br />