ACH AND WIRE TRANSFER AGREEMENT

Transcription

1 ACH AND WIRE TRANSFER AGREEMENT THE SERVICES PROVIDED HEREUNDER ARE INTENDED FOR USE ONLY BY COMMERCIAL CUSTOMERS OF THE BANK. CONSUMERS AND CONSUMER TRANSACTIONS ARE SUBJECT TO SEPARATE AGREEMENT AND ARE NOT SUBJECT TO THE TERMS HEREOF. THIS ACH AND WIRE TRANSFER AGREEMENT (the Agreement ) is made as of May 6th 2016 between ( Customer ) and Belmont Savings Bank, (the Bank or Belmont ), with reference to the following: Belmont offers certain of its customers the services described in the attached Services and Security Addendum attached hereto as Exhibit A and made a part hereof (the Services and Security Addendum ). Customer wishes to utilize, and Belmont is willing to provide, one or more of those services, subject to the terms of this Agreement and the Operating Rules, as amended from time to time, of the National Automated Clearing House Association and the National Automated Clearing House Association (the Rules ). NOW, THEREFORE, the parties agree as follows 1. DEFINED TERMS. Unless otherwise defined in this Agreement, capitalized terms have the meanings provided in the Rules, which are incorporated in this Agreement by this reference. The definition of Entries in the Rules is expanded for purposes of this Agreement to include entries for credit or debit to an account maintained a Belmont ( On-Us Entries ) and Pre-notifications. A Belmont Business Day is defined, for purposes of this Agreement, as any day, other than a Saturday or Sunday, on which Belmont is open for general banking business in Massachusetts. 2. SERVICES. 2.1 Selection. Subject to the terms and conditions of this Agreement, Belmont agrees to provide the services selected by Customer on the Services and Security Addendum attached as Exhibit A and incorporated into this Agreement by this reference (the Services ). Customer and Belmont may add or delete Services from time to time by executing a new Agreement. Belmont reserves the right to modify the Services from time to time, and will notify Customer of any such modification that affects Customer s use of the Services. 2.2 Exposure Limitations. Customer agrees to that credit Entries and debit Entries initiated by Customer will be subject to daily or other periodic exposure limitations, including exposure limitations across multiple settlement periods, which may be increased or decreased from time to time by Belmont at its sole discretion. 2.3 Commencement. This Agreement will be effective as to a selected Service when Customer has executed the Services and Security Addendum for that Service. The estimated commencement date for each service will be specified in the Services and Security Addendum, subject to change by Belmont in its sole discretion and without liability. 3. TERM AND TERMINATION. Either party may discontinue any Service upon thirty (30) days prior written notice to the other. This Agreement will remain in effect until all Services have been discontinued, or until terminated as follows: 3.1 By either party, upon thirty (30) days prior written notice; 3.2 By Belmont, immediately upon written notice if (a) Customer breaches any of the terms of this Agreement, any other Agreement with Belmont, or any agreement involving the borrowing of money or the extension of credit; (b) any bankruptcy, reorganization, insolvency, dissolution or similar proceeding is instituted with respect to Customer, or Customer makes any assignment for the benefit of creditors; (c) Customer terminates its business, fails generally to pay its debts as they become due, sells, leases, or disposes of a substantial portion of its business or assets, or liquidates, dissolves, merges into or consolidates with any other entity or (d) any material adverse change occurs in Customer s financial condition or ability to perform its obligations under this Agreement. Notwithstanding any such termination, this Agreement will remain in full force and effect as to all transactions that occur, services that are rendered, payment obligations incurred, and Entries that are initiated, prior to the date of termination. 4. ENTRY DATA. 4.1 Form. From time to time after completion of any required implementation testing, Customer will deliver to Belmont data for Entries ( Entry Data ). All Entry Data will be delivered to Belmont at its facility or such other delivery location as may be agreed upon by the parties, in the form and content prescribed by Belmont ( Entry Data Requirements ), and in compliance with the Security Procedures set forth in Section 11. Included among the Entry Data Requirements is the requirement that Customer properly identify all Entry Data as to description and amounts, and verify the total of all such amounts. All entry Data must balance, that is, credits equal debits. The Entry Data Requirements will be provided to Customer upon execution of this Agreement, and may be amended from time to time by Belmont upon written notice to Customer. In the event of a conflict between the Entry Data Requirements and the Rules, the Entry Data Requirements will govern. Belmont will not be liable for the accuracy, completeness or authenticity of Entry Data, including but not limited to the duplication of omission of Entry Data, and will

2 have no obligation or responsibility to audit, check or verify Entry Data. 4.2 Delivery. Customer s primary method of delivery of Entry Data ( Primary Method of Delivery ) is specified in the Services and Security Addendum. Customer may also specify on the Services and Security Addendum a back-up method of delivery ( Back-Up Method of Delivery ), in the event the Primary Method of Delivery is not available. Entry Data must be received by Belmont no later than the established cut-off time ( Belmont Deadline ). Entry Data will not be deemed to be received until the entire file in which the Entry Data are included has been received by Belmont in accordance with this Section 4 and recorded in Belmont s processing area. Customer s request to change the method of delivery of Entry Data must be received by Belmont at least 60 days prior to the requested change date. Any fee or charges due to a change in the method of delivery of Entry Data will be in accordance with Belmont s then-current fee schedule. If Entry Data is delivered by any method other than that agreed upon in writing by the parties, Belmont may, in its sole discretion, refuse to process such Entry Data. Any Belmont Deadline may be changed by Belmont from time to time upon written notice to Customer; notice of any such changes will be given to Customer as soon as practicable. 4.3 Processing. Subject to the provisions of Section 5, and except as provided in Section 6 for On-Us Entries, if Belmont receives Entry Data by the Belmont Deadline which conforms to the Entry Data Requirements and the Security Procedures, Belmont will process the Entry Data, forward the Entries to the ACH processor selected by Belmont by the next applicable ACH deadline based upon the Effective Entry Date specified by Customer, and settle for such Entries in accordance with the Rules. If the Effective Entry Date specified by Customer is not a Belmont Business Day, the Effective Entry Date will be the next Belmont Business Day. If Entry Data is received by Belmont after the applicable Belmont Deadline, Belmont may, in its sole discretion, process the Entry Data the next Belmont Business Day. 4.4 Reversals. Belmont will have no obligation to reverse, adjust, or stop payment or posting of any Entry Data received by Belmont or any Entry processed from Entry Data. Customer acknowledges that it may not cancel or amend any entry Data after receipt by Belmont. Without limiting the foregoing, Customer further acknowledges that it may not cancel or amend any Entry Data after it has been transmitted to the Federal Reserve Bank, whether transmitted by Customer, its Data Processor(s) (as defined in Section 21), or Belmont. Customer may deliver Entry Data to Belmont for reversing Entries ( Reversals ) pursuant to the Rules; however, Belmont has no liability if such Reversals are not completed. Notwithstanding any other provision of this Agreement, Customer agrees to indemnify and hold Belmont harmless from and against any and all actions, claims, demands, losses, liabilities, damages, costs and expenses whatsoever (including but not limited to reasonable attorneys fees, expenses of litigation and allocated costs for in-house legal services) arising out of or relating to Belmont s acting or attempting to act upon any Entry Data for Reversals delivered to Belmont by Customer. 5. REJECTION OF ENTRY DATA OR ENTRIES AND RETURNS. 5.1 Rejection. Belmont may reject any Entry Data or Entry which (a) does not meet the Entry Data Requirements, (b) is out-ofbalance, or (c) will result in the exceeding of Customer s preestablished dollar limit for amounts outstanding for process at any one time under this Agreement or over such other time frame as Belmont may determine, or (d) for any other reason, including any reason for which an Entry may be returned under the Rules or (e) at Belmont s sole discretion, including for cause or without cause. Belmont also will have the right to reject any Entry Data if Belmont has attempted, but is unable to, verify the authenticity of the Entry Data in accordance with the chosen Security Procedure or if Customer has failed to satisfy its obligations under Section 11 of this Agreement. In the event that Belmont rejects any Entry Data or Entry, or receives rejected or returned Entries through the ACH, Belmont will attempt to notify Customer of same, utilizing any method selected by Belmont, in its sole discretion, and return the Entry Data to Customer. 5.2 Resubmission. In the event any Entries are rejected or returned by Belmont or the ACH for any reason whatsoever, it will be Customer s responsibility to correct and resubmit the Entry Data if such Entries are to be reprocessed by Belmont. Any reprocessing required under this Section will be at Customer s expense, in accordance with Belmont s then-prevailing fees and charges. If any entries are returned or rejected by the ACH due to errors made solely by Belmont and sufficient data is available to Belmont to reprocess the Entries, Belmont will remake such Entries without additional charge to Customer. Customer will provide to Belmont, upon its request, all information necessary to remake any Entries. 5.3 Liability. Belmont will have no liability to Customer for the rejection of any Entry Data or Entry as permitted under this Agreement, and Belmont will have no obligation to pay interest to or otherwise compensate Customer for any interest or interest equivalent for the period before Customer receives the notice of rejection. 6. ON-US ENTRIES. Subject to Belmont s right to reject any such Entry as provided in Section 5, Belmont will debit or credit the amount of each On-Us Entry processed from Entry Data that complies with the Entry Data Requirements, to the appropriate Receiver s account maintained at Belmont. Belmont will have the right, in its sole discretion, to reject any On-Us Entry for any reason or for no reason. Belmont s only obligation will be to notify Customer of any rejected On-Us Entries. 7. ACCOUNT. Customer will maintain an account ( Account ) with Belmont, which Belmont may use for debiting or crediting related to all Entries and related adjustments and fees under this Agreement. The Account is identified in the Fee Schedule, attached as Exhibit B. Customer will maintain in the Account immediately available funds for all credit Entries and debit Reversals related to Entry Data delivered to Belmont by Customer. Customer represents and warrants that the Account is, and during the term of this Agreement will be, maintained primarily for commercial, and not personal, family or household purposes. Customer further represents and warrants that the debiting of the Accounts as provided under this Agreement is not inconsistent with any restriction on the use of the Account. Customer agrees that

3 it shall be deemed to make and renew each representation and warranty made in this Section 7 on and as of each day it uses any Services. 8. PROVISIONAL PAYMENTS AND PRE-FUNDING. 8.1 Provisional Payments. Customer agrees to be bound by that section of the Rules which makes payment of a credit Entry by a Receiving Depository Financial Institution ( RDFI ) to a Receiver provisional until receipt by the RDFI of final settlement for such credit Entry. If final settlement is not received by the RDFI, the RDFI will be entitled to a refund from the Receiver of the amount credited and Customer will not be deemed to have paid the Receiver the amount of the credit Entry. Customer also agrees that any payment by Belmont to Customer for any debit Entry, returned credit Entry or credit Reversal is provisional until receipt by Belmont of final settlement for such Entry. If final settlement is not received, Belmont is entitled to a refund from Customer of the amount credited and Belmont may charge Customer s Account for the amount credited. Belmont may refuse to permit the use of any amount credited for a debit Entry or credit Reversal if it believes that there may not be sufficient clear and collected funds in Customer s Account to cover chargeback or return of such Entry or Reversal. 8.2 Pre-Funding. Belmont reserves the right, in its sole discretion, to require Customer to pre-fund prior to the processing of any credit Entry. 9. AUTHORIZATION AND PRENOTIFICATION. Prior to the initiation of any Entry, including an On-Us Entry to an account of a Customer, Customer will: 9.1 Authorization. Obtain a properly executed authorization from Customer empowering Customer to initiate one or more Entries to Customer s account, including authority to debit Customer s Account in connection with any correction or reversal authorized under the Rules. Customer will retain the original, a microfilm copy or a copy equivalent to a microfilm record of such authorization for a period of 2 years, or longer if specified by the Rules, after the termination or revocation of such authorization. Customer will provide a copy of such authorization to: (a) Belmont, upon its request and, (b) except for On-Us Entries and other such Entries excluded by the Rules, the RDFI, upon its request. 9.2 Customer agreement. Customer has entered into Origination Agreements with all Originators or Third-Party Senders that bind the customer or third party to these rules; that authorize the originator to originate entries on behalf of the originator or third party sender; that, within such agreements, the Originator or Third-Party Sender acknowledges that Entries may not be initiated that involve the laws of the United States; that includes any restrictions on types of Entries that may be originated; that includes that the Third-Party has entered into an agreement with each Originator/and that such agreements include the right of ODFI to terminate or suspend the agreement for breach of the Rules, and the right of the ODFI to audit the originator s, the Third-Party Sender s and the Third-Party Sender s Originator s compliance with the Origination Agreement and the Rules. With respect to IAT Entries, Verify that agreements contain all necessary Provisions. 9.3 Pre-notification. Except for On-Us entries and other such Entries excluded by the Rules, initiate Pre-notification through the Services to the RDFI that it intends to initiate one or more Entries to a particular account pursuant to the authorization of Customer. Customer will comply with the Rules regarding requirements for prenotification, including but not limited to time limits. If a Pre-notification is rejected by a RDFI, Customer will not submit Entry Data initiating any Entries to such account, until such time as a new Pre-notification has been initiated by Customer and accepted by the RDFI and the appropriate time limits specified in the Rules have elapsed. If the RDFI accepts the Pre-notification but finds incorrect or outdated information, Customer will resubmit to Belmont corrected Entry Data prior to initiating Entries to such account. 10. PAYMENT WITH RESPECT TO ENTRIES Debit Entries. Except for rejected or returned debit Entries, Belmont will credit Customer s Account with the amount of each debit Entry processed through the ACH and for each On-Us Entry debited by Belmont to a Customer s account at Belmont. Crediting of the Account will occur at the time of settlement. In the event a debit Entry is returned for any reason, Customer agrees that Belmont may immediately debit its Account for the amount of such Entry. If there is insufficient clear and collected funds in the Account to cover such debit, Customer will immediately pay to Belmont the amount of such debit Entry whether or not a demand is made Credit Entries. All credit Entries and debit Reversals will be debited against the Account at such time as may be determined by Belmont. If there is insufficient clear and collected funds in the Account to cover such debit, Customer will immediately pay to Belmont the amount of such debit Entry whether or not a demand is made. Belmont will re-credit the Account with the amount of each On-Us Entry which is rejected by Belmont as provided in this Agreement, and each other Entry debited against the Account which is returned by an RDFI in accordance with the Rules. 11. SECURITY PROCEDURES Selection. The Services and Security Addendum identifies the security procedure (the Security Procedure ) to be used in connection with each Service. Security Procedure means both the Primary and Back-Up Security Procedures set forth in the Services and Security Addendum Commercial Reasonableness. Customer agrees to review and implement all security procedures available in connection with the Services, including any security procedures available through the Data Processor(s) (as defined in Section 21.1) as well as all recommended or mandated practices required by Belmont to ensure the security of Customer s funds and accounts at Belmont. After reviewing the security procedures, you must notify us if your use of the Services for transfer requests would necessitate or be better served by a level of security that exceeds that offered by the Services or the Data Processor(s). If you fail to tell us within 90 days of the commencement of the Services that the security procedures are not commercially reasonable, you agree that the security aspects of the Services are appropriate for your needs and will provide you with a commercially reasonable degree of security against unauthorized communications.

4 11.3 Reliance by Belmont. Customer and Belmont agree that the purpose of the Security Procedure is to verify the authenticity of Entry Data and not to detect an error in the transmission or content of any Entry Data. Customer agrees that Belmont may act upon, and Customer assumes full responsibility for, any Entry Data, the authenticity of which has been verified by Belmont through the use of the Security Procedure Confidentiality. Customer understands that all passwords, codes, devices and instructions (collectively Security Items ) provided by Belmont to Customer in connection with the Security Procedure are confidential. Customer agrees to safeguard the Security Items at all times and to establish and maintain procedures to assure their confidentiality. Customer agrees not to disclose the Security Items to any person, firm, corporation or governmental entity, except Customer s authorized personnel. Customer will not make or allow anyone else to make any copies, in whole or in part, of any Security Items or to disassemble or reverseengineer any security device. Customer will notify Belmont immediately if the confidentiality of any of the Security Items is breached. If any Service is terminated for any reason, Customer will, with respect to that Service, (i) immediately cease using the related Security Items, (ii) return to Belmont any related Belmont-provided security devices and, (iii) at the option of Belmont, either return to Belmont or destroy all physical embodiments of any other related Security Items. Customer acknowledges and agrees that the Customer is responsible for maintaining the Customer s security procedures, web browsers, operating systems, and anti-virus software current and up to date to further protect against online threats. Customer acknowledges and agrees that it will review the security procedures, fraud prevention and corporate account takeover recommendations that Belmont provides to its customers at and Customer will follow all such recommended practices as well as its prudent judgment in using Belmont s funds transfer services set forth herein. Customer further acknowledges that Belmont cannot be responsible for Customer s failure to appropriately defend itself against third party efforts to obtain Customer s confidential information, security procedures, User IDs and passwords associated with Customer s accounts at Belmont and CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS BELMONT FROM AND AGAINST ANY AND ALL LOSSES OR DAMAGES SUFFERED BY CUSTOMER AS A RESULT OF CUSTOMER S FAILURE TO SAFEGUARD ACCESS TO CUSTOMER S ACCOUNTS AT BELMONT. 12. RISK OF LOSS Electronic Transmission. Customer needs to transmit its Entry Data electronically. Customer will obtain, maintain and operate, at its own expense, all necessary devices, software and services required, including but not limited to hardware, software, installation, transmission testing and maintenance services and telephone lines. All such devices, software and services will be compatible with Belmont operations and conform to Belmont specifications and the Rules Messenger. Customer will be solely responsible for and will bear all costs associated with having a messenger service transport Entry Data on magnetic tape, or any other information related to Customer or the Services, to and from Belmont s facility or other agreed-upon delivery location. The messenger of such materials will be deemed to be the agent of Customer Limitation. BELMONT WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY LOSS OR DELAY OF ENTRY DATA OR ANY OTHER INFORMATION WHICH PERTAINS TO COMPANY OR THE SERVICES DURING ANY PERIOD OF TRANSIT OR ELECTRONIC TRANSMISSION TO AND FROM BELMONT S FACILITY, OR OTHER AGREED-UPON DELIVERY LOCATION, REGARDLESS OF THE CAUSE OF SUCH DELAY OR LOSS. 13. FEES. Customer agrees to pay to Belmont the fees ( Fees ) specified in Exhibit B. The method of payment is also identified on Exhibit B. Belmont may amend the Fees from time to time and shall make such fee schedule available upon request by request from the Customer. Any Fees not paid when due will bar interest at the rate of 12% per annum until paid. In addition to such Fees, Customer will pay all sales, use or other taxes applicable to this Agreement or the Services, excluding taxes based on Belmont s net income. If any payment of any nature authorized in this Agreement is not received by Belmont when due, Belmont is authorized to debit any account that is maintained at Belmont by Customer for the overdue amount in addition to any other remedies to which Belmont may be entitled, including but not limited to the right to terminate this Agreement. 14. COMPLIANCE WITH RULES AND LAWS. In addition to the requirements set forth in this Agreement, Customer and Belmont will comply with, and be bound by, the Rules with respect to all Entries, whether or not a particular Entry is distributed through the ACH, except as may otherwise be provided in this Agreement. Customer further agrees to comply with all applicable state or federal laws in connection with its use of the Services. Without limiting the generality of the foregoing, Customer agrees, if it originates a preauthorized debit Entry from a consumer s account which varies in amount from the previous debit Entry, to comply with the notice requirements of the Rules, the Electronic Funds Transfer Act and Regulation E of the Board of Governors of the Federal Reserve System, as applicable. Belmont will act as an Originating Depository Financial Institution and Customer will act as an Originator with respect to all Entries. 15. FORCE MAJEURE AND LIMITATION OF LIABILITY Force Majeure. Belmont will not be liable for any loss, expense, error or delay, including but not limited to delays in processing or any inability to provide the Services, caused by accidents, strikes, flood, fire, electrical or mechanical failures, software defects, acts or omissions of Customer, the ACH or any other third party (including but not limited to acts or omissions of any telephone or telecommunications carrier), legal constraints, acts of God or any other causes or conditions which are beyond Belmont s reasonable control Limitation of Liability. As a condition precedent to any liability of Belmont, Customer must notify Belmont in writing of any alleged negligence or breach of this Agreement as promptly as reasonably possible, but in no event later than five (5) business days following the day on which such alleged negligence or breach was, or could reasonably have been, discovered by Customer. Belmont s

5 entire liability and Customer s sole remedy under this Agreement, including but not limited to liability for processing errors or negligence, will not exceed an amount which is the greater of (i) $500; (ii) the Fees for the applicable Service during the 6 month period preceding the date of the alleged negligence or breach, but if the Agreement has not been in effect for 6 months preceding such date, then during such fewer number of preceding months as this Agreement has been in effect; or (iii) interest, for the period of delay, on the amount of any debit Entry which Belmont delayed crediting to Customer s Account, calculated as follows: (a) If Customer s Account is interest-bearing, at the interest rate for the Account, or (b) If Customer s Account is non-interest bearing, at the current Fed Funds rate. IN NO EVENT WILL BELMONT BE LIABLE FOR SPECIAL, GENERAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR SIMILAR DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, EVEN IF BELMONT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. FURTHERMORE, BELMONT WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DELAYS IN PROCESSING OF, OR MISSING APPLICABLE ACH DEADLINES FOR, ANY LATE OR NONCONFORMING ENTRY DATA. This Section also limits the liability of any agent, employee or affiliate of Belmont. Belmont will not be responsible for the acts or omissions of Customer or Customer s officers, employees, or agents (including without limitation the amount, accuracy, timeliness of delivery or due authorization of any Entry Data received from Customer) or the acts or omissions of any other person, including without limitations any national or regional clearing house association or other financial institution or any Data Processor(s) (as defined in Section 21), and no such person shall be deemed Belmont s agent. AS MORE FURTHER SET FORTH IN SECTION 11, BELMONT SHALL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE SUFFERED BY CUSTOMER AS A RESULT OF CUSTOMER S FAILURE TO COMPLY WITH THE SECURITY PROCEDURES REQUIRED OR RECOMMENDED BY BELMONT MASSACHUSETTS CODE (CMR) COMPLIANCE In addition to Customer s compliance with all legal requirements, it is expressly acknowledged that for Entry Data subject to Chapter 830 of the Code of Massachusetts Regulations regarding Department of Revenue restrictions on wire transfers and ACH transactions (the DOR Regulations ), Customer shall fulfill all obligations set forth therein and comply with all requirements thereof, and Belmont will not be liable for any damages arising out of or relating to its performance under the Agreement, or for Customer s failure to comply with or breach of the DOR Regulations; 16. AUTHORIZED CONTACTS. Customer will, prior to its first use of any Service, provide Belmont with a written list of Authorized Representatives and Identification included in the Authorized Contact List attached as Exhibit D. (the Authorized Contact List ). The Authorized Contact List will contain the names and telephone numbers of those persons who are authorized by Customer to provide the required Entry Data information for purposes of verifying the authenticity of Entry Data in accordance with the Security Procedures (the Authorized Contacts ). Belmont may assume that only the Authorized Contact will answer the phone number designated on the Authorized Contact List, and may rely on Entry Data information and any confirming instruction from any person Belmont believes to be an Authorized Contact. Customer may amend the telephone number(s) and name(s), from time to time, by submitting a new Authorized Contact List. 17. REPRESENTATIONS AND WARRANTIES Corporate Authority. Customer represents and warrants to Belmont that it has the corporate power and authority to execute, deliver and perform this Agreement Account Authority. Customer represents and warrants to Belmont that it has obtained the appropriate authorization from each person owning or holding an account named in Entry Data delivered by Customer to Belmont, and Customer s instructions to Belmont conform to that authorization, and that the authorization will be valid and operative at the time Belmont sends the Entry to the ACH or debits or credits the On-Us Entry to the Receiver s account Warranties under the Rules. Except as specified below, Customer makes the same representations and warranties to Belmont with respect to Entries made pursuant to his Agreement, as Belmont is deemed to make under the Rules, and Belmont will have no responsibility with respect to the matters so represented and warranted by Customer. Unless such warranties become effective earlier under the Rules, such warranties will apply as of the time such Entries are processed by Belmont. The foregoing does not, however, apply to any representation or warranty contained in the Rules relating to the power of Belmont under applicable law to transmit Entries or the conformity of Entries to the file specifications contained in the Rules International Restrictions. Customer represents and warrants that it will not access or use the Services for the purpose of transferring funds outside of the United States. THE CUSTOMER FURTHER ACKNOWLEDGES THAT DUE TO SYSTEM LIMITATIONS, BELMONT SAVINGS IS UNABLE TO PROCESS INTERNATIONAL ACH TRANSACTIONS. In connection with the Services, Customer shall, at all times inquire into employee and vendor use of any funds transferred to them by the Bank and Customer shall notify the Bank of any and all wire transfers out of the United States by any employees or vendors subsequent to any ACH or wire transfer made by the Bank at the Customer s request. Customer acknowledges that the Bank has no authority to compel such disclosure by such employees and vendors of the Customer, and Customer assumes any and all liability for violation of law or breach of the terms hereof as a result of any action or inaction by such employees and vendors of Customer Client acknowledges that Bank has a responsibility and reserves the right to monitor and review Client s ACH originated activity for compliance with this Agreement, the ACH Rules and applicable laws, regulations and orders as well as for security, legal, fraud and any other legitimate purpose as permitted by law. Client agrees to provide Bank with access to Client s premises and records as well as any information reasonably requested in connection with any such review. If Client is found to be in breach of any term of this Agreement or the ACH

6 Rules, Bank may terminate or suspend this Agreement by giving written notice of such termination or suspension, which will be effective immediately Annual Certification. Client agrees to conduct an annual compliance review provided by the bank and provide certification the review was completed to the bank. 18. INDEMNIFICATION. Customer will, at all times, defend, indemnify and hold Belmont (which for purposes of this Section and Sections 4.4 and 21.4 will include the shareholders, officers, directors, employees, representatives and agents of Belmont) harmless from and against any and all liabilities, claims, demands, causes of action, losses, damages, costs, expenses and attorneys fees (including those fees allocable to Belmont in-house counsel), settlements, judgments or recoveries arising out of or relating to: (i) a breach of any representation or warranty in Section 17 of this Agreement; (ii) any Entry Data or Entry delivered or authorized by Customer, or any Entry Data the authenticity of which was verified pursuant to the Security Procedures; (iii) any claim that Belmont is responsible for any act or omission of Customer or any third party pertaining directly or indirectly to this Agreement, including but not limited to the delay or failure of Customer to initiate any entry, or of a financial institution to debit or credit the amount of an Entry; (iv) any act or omission by Belmont which is based upon Entry Data or other information supplied to Belmont by Customer, or (vi) Belmont s performance or failure to perform thereunder, provided that Belmont acted in good faith and without gross negligence. 19. INCONSISTENCIES IN PROVIDED INFORMATION Between Receiver Name and Account Number. In the event there is an inconsistency in the Entry Data supplied by Customer between the Receiver s name and account number, Customer acknowledges and agrees that payment of the Entry may be made by the RDFI (or Belmont in the case of an On-Us Entry) on the basis of the account number alone Between RDFI Name and Number. In the event there is an inconsistency in the Entry Data supplied by Customer between the RDFI s name and identifying number, Customer acknowledges and agrees that payment of the Entry may be made by Belmont on the basis of the identifying number alone. 20. SECURITY DEVICES; DISCLAIMER OF WARRANTIES Security Devices. Any security device provided by Belmont to Customer for use in connection with a Service is the property of Belmont. If Customer notifies Belmont that a security device is defective or inoperable and returns such device to Belmont, Belmont will issue Customer a replacement security device for the device claimed to be defective or inoperable. Notwithstanding any other provision of this Agreement or otherwise, Belmont s issuance of a replacement security device is Customer s sole remedy and Belmont s sole obligation concerning defective and inoperable security devices. Customer shall have sole responsibility for the custody, control and use of each security device. Customer shall promptly return to Belmont each security device that becomes inoperable or is removed from service Disclaimer. BELMONT SPECIFICALLY AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, REGARDING EACH AND EVERY SECURITY DEVICE. 21. THIRD PARTY DATA PROCESSORS 21.1 Entry Data. Customer may elect to have Entry Data submitted directly to the Federal Reserve Bank from third party data processors ( Data Processor(s) ), such as ADP by (a) submitting a Services and Security Addendum and an authorization in the form attached to this Agreement as Exhibit C and (b) submitting, or causing the designated Data Processor(s) to submit, an Authorized Contact List, as described in Section 16. Customer may amend any form, from time to time, by submitting new forms to Belmont. All Entry Data received from such Data Processor(s) must comply with the Entry Data Requirements set forth in this Agreement, including the File Specifications set forth in the rules. For purposes of this Agreement, Customer s Data Processor(s) will be deemed an agent of Customer. Written notification of changes in the Data Entry Requirements will be provided by Belmont directly to Data Processor(s), and any nonconforming Entry Data will be returned to Data Processor(s) without notice to Customer. The use of a Data Processor shall not relieve company from final responsibility for compliance with the Agreement and the Rules. Customer shall be responsible for any error or omission of Data Processor in the preparation, handling, transmittal or otherwise in dealing with any Entry submitted by Data Processor in Customer s name. Customer may continue to utilize Data Processor only for so long as Data Processor is acceptable to Belmont. Without limiting Belmont s ability under the Agreement if Belmont at its sole discretion notifies Customer that Data Processor is no longer acceptable and Customer fails to promptly discharge Data Processor Processing. Entry Data transmitted by Data Processor(s) will be processed as set forth in this Agreement. All Entry Data, information regarding such Entry Data, and any other information regarding the Services or this Agreement which is provided by Data Processor(s) will be deemed to have been approved by Customer. Belmont will not be liable for the accuracy, completeness or authenticity of the Entry Data transmitted by Data Processor(s), including but not limited to the duplication or omission of Entry Data, and will have no obligation to audit, check or verify Entry Data Risk of Loss. If Customer sends Entry Data through Data Processor(s), Customer will not be subject to the provisions of Section 12.1 of this Agreement with respect to obtaining, maintaining and operating at its own expense software and hardware for the electronic transmission of Entry Data to Belmont. Section 12.3 of the Agreement will also apply to any period of transit or electronic transmission between Data Processor(s) and the Federal Reserve Bank Indemnification. Belmont shall have no liability as a result of any failure by Data Processor to comply with the terms of the agreement between Customer and Data Processor, even id

7 Belmont was aware of such failure (excluding knowledge of any failure associated with the security procedures set forth in Schedule A). In addition to Sections 18 and 4.4 of this Agreement, Customer will, at all times, defend and indemnify and hold Belmont harmless from and against any and all liabilities, claims, demands, causes of action, losses, damages, costs, expenses, and attorneys fees (including those fees allocable to Belmont in-house counsel), settlements, judgments or recoveries which may be directly or indirectly caused by any act or omission of Data Processor(s) pertaining directly or indirectly to this Agreement. 22. ERRONEOUS OR UNAUTHORIZED ENTRY DATA. Customer understands information with respect to Entry Data sent by Belmont to its selected ACH processor and On-Us Entries credited or debited, as appropriate, to a Receiver s account will be reflected on Customer s periodic account statements issued by Belmont with respect to the applicable Account and also may be made available to Customer by an electronic report produced through one of Belmont s information reporting services if Customer has subscribed to such services (each such statement or report being a Bank Statement ). Customer shall examine such Bank Statements and shall give Belmont prompt written notice (including a statement of relevant facts) of any unauthorized or erroneous Entry Data or any other discrepancy between Customer s records and the information shown on the relevant Bank Statement within 45 calendar days after Customer s receipt of the first relevant Bank Statement indicating a discrepancy. If Customer fails to give Belmont such written notice, Belmont shall not be liable for or otherwise be required to compensate Customer (through account analysis or otherwise), with respect to any loss or damages relating to the unauthorized or erroneous Entry Data or discrepancy. If Customer fails to notify Belmont of any discrepancy within 365 calendar days of receipt of the first relevant Bank Statement, Customer shall be precluded from asserting or claiming any right to reimbursement or repayment of any loss or damages relating to the Entry Data or Discrepancy. Customer shall notify Belmont promptly in writing if it learns of or discovers from any source other than a Bank Statement any information concerning an unauthorized or erroneous Entry Data. 23. GENERAL Recording of Communications. Customer agrees that Belmont may, but is not obligated to, electronically record any telephone communications related to the Services or this Agreement. Customer will secure waivers from all personnel engaged in communications with Belmont authorizing Belmont to record such communications Notices. Any notice required or permitted to be given under this Agreement will be in writing and will be deemed effective (a) if to Belmont, upon receipt, and (b) if to Customer, upon personal delivery or three days after mailing, if mailed with sufficient postage, properly addressed, to Customer at the address set forth below, or such other address subsequently provided to Belmont by written notice Headings. The headings used in this Agreement are for convenience only and will not be used in construing the provisions hereof Entire Agreement and Amendments. This Agreement contains the entire agreement of the parties with respect to the matters covered. No other agreement, statement or promise made by either party or by any employee, officer, or agent of either party that is not in writing and signed by both parties is binding, except that Belmont may amend the terms and conditions of this Agreement, the Services and Security Addendum or any other Exhibit attached hereto upon thirty (30) days prior written notice to Customer Assignment. This agreement will inure to the benefit of and be binding upon both parties, their successors and assigns. No assignment may be made by Customer without the prior written consent of Belmont. Nothing in this Agreement limits or restricts the right of Belmont to effect an assignment by merger, reorganization, sale of corporate assets or other corporate change Survival of Sections. Sections 12.3, 15, 17, 18, and 21.4 will survive the termination of this Agreement, and any obligation of Customer, relating to Entries processed prior to termination shall survive Governing Law, Jurisdiction and Attorneys Fees. This Agreement is governed by the laws of the State Commonwealth of Massachusetts. Any action brought which is related, directly or indirectly, to this Agreement will be brought in a court of appropriate jurisdiction in the Commonwealth of Massachusetts. The successful party in any such action will be entitled to recover from the unsuccessful party, in addition to any other relief to which it may be entitled, reasonable attorneys fees (which may be the allocable cost of in-house counsel) and costs incurred by it in prosecuting or defending such action, which will be included as a part of any judgment rendered in such action Severability. If any provision of this Agreement, or part of a provision, is held to be invalid, illegal, void or unenforceable, the remainder of the Agreement, or other parts of applications of such provision, will not be affected thereby Advertising. Neither Customer nor Belmont shall use the other party s name or refer to the other party directly or indirectly in any advertisement, new release, or other release to any publication without receiving the other party s specific prior approval for each such use or release. In addition to the foregoing, neither Customer nor Belmont shall use the other party s name or refer to the other party directly or indirectly in any solicitation or marketing materials without receiving the other party s specific prior approval for each such use or release. This paragraph shall not limit either party s ability to satisfy any governmentally or judicially required disclosure Relationship. Nothing contained in this Agreement shall create any agency, fiduciary, joint venture or partnership relationship between Customer and Belmont Vendors. Belmont makes no representation or warranty regarding any third party vendor services or equipment other than as expressly undertaken by Belmont and not limited by the provisiosn hereof Waiver. No delay or omissions by Belmont to exercise any right under this Agreement shall impair any such right, nor shall it

8 be construed to be a waiver thereof. No waiver by Belmont of any single breach or default under this Agreement shall be deemed a waiver by any other breach or default. Any waivers under this Agreement must be in writing. 24 Arbitration Clause. Customer and Belmont agree that all disputes, claims, controversies between them, arising from this ACH Agreement or in any way related thereto, including without limitation contract and tort disputes, shall be arbitrated pursuant to the Rules of the American Arbitration Association, upon request of any party. Nothing in this Agreement shall preclude any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, laches and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation and enforcement of this arbitration provision.