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Terms and Conditions
SunTrust Bank Online Payroll Service Terms and Conditions

These terms and conditions govern the use of the SunTrust Bank Online Payroll Service (the "Service"). "Company" refers to the business using the Service. "Bank" is SunTrust Bank, a Georgia banking corporation, along with its affiliates, officers, directors, employees, agents, contractors and service providers. The Service is available only through the Bank’s Online Cash Manager, and all capitalized terms used but not specifically defined in these terms and conditions have the meanings ascribed to them in the Online Cash Manager Terms and Conditions.

1. SERVICE. Bank will provide Company the Service in accordance with these terms and conditions. Company will submit, a minimum of ten (10) business days before the initial payroll processing date, the completed and executed documents Bank requires for providing the Service, which documents shall include any federal, state or local powers of attorney required by Bank, Company account information and any additional information requested by Bank. Subsequent to the initial payroll processing, Company will complete and execute any renewals, amendments or replacements of documents which Bank deems necessary. The Service is accessed through Bank’s Online Cash Manager, using a computer and modem to electronically connect with a database (the "Website") that allows Company to perform payroll processing, payroll tax services and other related payroll services, send secure electronic mail to Bank and receive electronic mail from Bank.

The Online Cash Manager Terms and Conditions are incorporated herein by reference. These terms and conditions may be modified or amended by Bank upon written notice sent to Company or by posting to the Website and sending Company an Alert Notice or similar written notice thereof. Company’s continued use of the Service after such notification of change shall be understood as Company’s agreement to be bound by all such changes.

Initial access to the Service may be requested only by Company’s Online Cash Manager Security Administrator. By clicking on the "Accept" button below in the electronic version of these terms and conditions, the Security Administrator indicates on behalf of Company its execution and acceptance of the electronic delivery of the Service and these terms and conditions and its authorization and informed consent to the electronic Alert Notice and delivery of Electronic Records.


2. TAX INFORMATION; VERIFICATION OF DATA. In order for the Service to be instituted, Company must submit accurate wage and payroll information ("Payroll Information") to Bank during the enrollment process. The initial Payroll Information must be reconciled with Company’s payroll tax returns for the current calendar year and Company’s wage and payroll tax information for the current quarter. Thereafter, Company must timely and accurately (i) update all Payroll Information as necessary to reflect changes and (ii) respond with additional information requested from time to time by Bank.

Bank will notify Company via electronic communication when all Payroll Information required to begin the Service has been received and the enrollment process has been completed. Company shall then, prior to submitting its first payroll, review for completeness and accuracy the Payroll Information as posted on the specified portion of the Website, including, but not limited to, that which is used to calculate and pay employee payroll, track Company-defined employee benefits, pay payroll taxes to applicable taxing agencies in compliance with the laws and regulations of such taxing agencies, produce payroll tax returns and W-2 statements and print checks on Company’s account (if applicable). Company must correct incorrect or missing Payroll Information, either by itself or by notifying Bank in the manner specified in the electronic communication and within the time period specified therein.


3. REPRESENTATIONS RELATING TO TAX INFORMATION. Company agrees that by submitting each payroll (including the first payroll): (a) Company has approved all Payroll Information, (b) Company has waived and released any claim against Bank arising out of any errors in the Payroll Information which Company has not itself corrected or has not requested Bank to correct, and (c) any subsequent request for corrections will be considered special handling and additional fees may be charged. Final audit responsibility rests with Company. Bank will not have any responsibility for verifying the accuracy of any data Company provides or directly inputs via the Internet or any other electronic method. Any penalty or interest incurred due to inaccurate Payroll Information provided by Company will be the sole responsibility of Company. Company further agrees to hold Bank harmless from such liability. Bank, at its option, may decide not to file Company’s payroll tax returns, pay Company’s payroll taxes or otherwise process Company’s payroll if there are any unresolved problems with any Payroll Information requested by Bank or submitted by Company.

4. COMPANY TAX-SPECIFIC OBLIGATIONS. Company agrees that:
A. It will deposit immediately any FICA, Federal, State and Local withholding liabilities incurred to date (before the payroll processing with the Bank).
B. It will submit any payroll returns to tax agencies (state, federal, and/or local) that are now due.
C. It will cancel any prior payroll service or leasing agency and inform them how to handle the taxes according to this documentation (described in A. and B. above).
D. It will request a refund of withheld but un-deposited FUTA (federal unemployment) and SUI (state unemployment) for the current quarter.
E. It will notify Bank immediately of any deposited current quarter FUTA and/or SUI.
> F. Effective with the first check date, Bank will assume responsibility for FUTA and SUI liabilities incurred in the calendar quarter of the first processing. Bank will debit the Company’s account with the first payroll processing, for FUTA and SUI liabilities incurred in the current quarter previous to the first processing with the Bank. The debit amount will be calculated based on the current quarter wage detail provided by the Company during implementation.


5. LIABILITY AND INDEMNIFICATION. The following provisions govern the respective liabilities of Company and Bank in relation to the Service, and as to the Service, such provisions take precedence over the Online Cash Manager Terms and Conditions.

Company’s Duty of Care. Company must exercise good faith and ordinary care in performing its obligations in relation to the Service. In addition, Company must promptly examine each written or electronic confirmation, report, periodic statement, notice or other document related to the Service and notify Bank of any error, omission or other discrepancy reflected in such confirmation, report, periodic statement, notice or document within 30 days after it is sent or made available to Company.

Bank’s Duty of Care. In performing the Service, Company agrees that Bank is not acting as a fiduciary for Company or its benefit and that Bank’s responsibility is limited to acting in good faith and exercising ordinary care. In that regard, the Service has several unique characteristics that relate to our duty of care. For example, use of the Service necessitates large volumes of transactions that are processed in a highly automated environment. The procedures for the Service have been designed in light of those characteristics to maximize Company’s ability to use the Service in an efficient manner while minimizing costs and inconvenience. Company agrees that these procedures are commercially reasonable and that Bank will be deemed to have exercised ordinary care if it substantially complies with the procedures. Company also agrees that clerical errors, mistakes in judgment, and occasional or unintentional deviations by Bank from the procedures will not be deemed to constitute a failure to exercise ordinary care. Company also agrees that Bank will not be deemed to have failed to exercise ordinary care with respect to any error, delay or failure to perform caused by (i) fire, natural disaster, strike, civil unrest, terrorism, failure of computer or communications facilities, (ii) the acts or omissions of any third party (including any Federal Reserve Bank, clearing house or funds transfer system) or (iii) any circumstance beyond Bank’s reasonable control or for which Bank does not have responsibility under these terms and conditions.

Conditions on Bank’s Liability. Bank will have no liability to Company unless Bank fails to satisfy its duty of care as described above. If Bank fails to satisfy that duty of care, Company agrees that Bank will have no liability for any losses or damages resulting from that failure unless (i) Company has satisfied its duty of care as described above (including the duty to discover and report any error, omission or other discrepancy reflected in any confirmation, report, periodic statement, notice or document to Bank within the applicable period), (ii) Company promptly gives Bank written proof of its losses or damages and cooperates fully with Bank in investigating the error, omission or other discrepancy and its losses or damages, and (iii) Company brings any claim, action or proceeding against Bank with respect to any error, omission or discrepancy within one year after it occurred (in that regard, if the error, omission or discrepancy is a repetitive one, all such errors, omissions or discrepancies will be deemed to have occurred on the date of the first such error, omission or discrepancy).

Limits on Bank’s Liability. If Bank fails to satisfy its duty of care and Company has satisfied the conditions to Bank’s liability, both as described above, then Company agrees that (i) as to the payroll tax portion of the Service, Bank’s sole liability and Company’s sole remedy for Bank’s failure to perform such payroll tax services shall be (a) Bank will remit the payroll taxes received from Company to the appropriate taxing authority and (b) Bank will reimburse Company or pay directly to the taxing authority any penalties resulting from such negligent error or omission by Bank, and (ii) as to all other obligations, Bank’s liability to Company will be limited to any of its monetary losses or damages that are a direct result of that failure, up to the lesser of (i) the amount of the transaction to which the error, omission or other discrepancy relates or (ii) the amount of the fees that Company has paid for the Service for the 6 months preceding the month in which the failure occurred. Company also agrees that Bank will never be liable for any indirect, consequential, special, punitive or exemplary losses or damages, without regard to the form of the claim or action or whether the claim is in contract, tort or otherwise, and even if Bank knew such losses or damages were possible or likely. To the extent Bank is required by applicable law to pay Company interest on any amount for which it is liable under this section, that interest will be determined by using the “federal funds rate” Bank paid at the close of business on each day during the period beginning on the day such failure occurred until Bank has paid the full amount of its liability. If Bank reimburses Company for any loss or damage, Company agrees to transfer all of its rights relating to the transactions in question to Bank and to assist fully in any efforts or legal actions taken to recover those amounts from any third party.

Disclaimer of Warranties. To the maximum extent permitted by law, Bank disclaims all representations and warranties of any kind, whether express or implied, with respect to the Service, the software materials, the online services, and any equipment or software used in connection with the Service, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

Company’s Indemnification Obligations. Unless finally determined by a court or arbitrator having proper jurisdiction to have been caused by Bank’s negligence or intentional misconduct, Company agrees to defend, indemnify, protect and hold Bank, including its agents, contractors and service providers, affiliates, and its and their officers, directors, employees, agents, and contractors , harmless from and against any and all liabilities, claims, damages, losses, demands, fines (such as fines imposed by any Federal Reserve Bank, clearing house or funds transfer system), judgments, disputes, costs, charges and expenses (including litigation expenses, other costs of investigation or defense and reasonable attorneys’ fees) which relate in any way to the Service (such as those caused by: (i) Company’s failure to comply in a significant manner with any of these terms and conditions, (ii) the failure of any of Company’s representations or warranties to be true and correct in any material respect at any time or (iii) any instructions Company gives to Bank).


6. ACCOUNT DEBITING. On or prior to Company’s payroll direct deposit and/or payroll tax deposit date or other applicable settlement or due date, Company authorizes Bank to initiate debit entries to Company’s account designated for the Service (“Company’s Account”) and to debit Company’s Account in such amounts as are necessary to (a) fund Company’s direct deposits, (b) pay any fees or charges associated with the Service, including, without limitation, finance charges, (c) pay Company’s payroll taxes, (d) pay any debit, correcting or reversing entry initiated pursuant to this Agreement which is later returned to Bank, and (e) pay any other amount that becomes owed in respect of the Service. This authorization is to remain in full force and effect until Bank has received written notice from Company of its termination in such time and such manner as to afford Bank a reasonable opportunity to act upon it. Company will maintain in Company’s Account as of the applicable settlement date and time immediately available funds sufficient to cover all credit entries Company originates through Bank. Company’s obligation to pay Bank for each credit entry matures at the time Bank transmits or otherwise delivers the credit entry to the Automated Clearing House (“ACH”) or gateway operator and is unaffected by termination of the Service. Bank may set off against any amount it owes to Company in order to obtain payment of Company’s obligations. Company acknowledges that the origination of ACH transactions to its account must comply with the provisions of U.S. law. Amounts withdrawn for payroll taxes will be held by Bank (the “Payroll Tax Account”) until such time as those payments are due to the appropriate taxing agencies, and no interest will be paid to the Company on these amounts.

If Company does not have sufficient funds in Company’s Account to pay disbursements, fees, payroll taxes or any other amounts due under this Agreement at the time required, or if Company refuses to pay, Bank may (a) debit the Payroll Tax Account or any account at Bank’s financial institution or any Affiliate owned in whole or in part by Company to pay disbursements, fees or charges, payroll taxes, or other amounts due, (b) refuse to pay any collected or collected but unremitted payroll taxes, in which case the payroll tax liability will become the sole responsibility of Company, (c) refuse to perform further services, and/or (d) immediately terminate this Agreement. Bank may assess finance charges on any amounts owing and unpaid ten (10) days after demand. Finance charges are assessed at a rate of 1.5% per month (18% per annum) or the highest amount permitted by law, whichever is less. Bank may recover from Company any costs including, without limitation, reasonable attorneys’ fees and expert witnesses’ fees Bank may incur in connection with any termination of this Agreement or collection of amounts due hereunder.


7. SERVICE FEES AND CHARGES. Company agrees to pay Bank for the Service in accordance with the fees set forth in the Fee Schedule which is accessed by logging into Company’s payroll application on the Website. Company will also reimburse Bank for sales, use and similar taxes arising from this Agreement that federal, state or local government may impose.

8. CHANGES TO THE SERVICE. Bank reserves the right to change the terms, conditions, and fees for the Service at any time. Bank will provide thirty (30) days prior notice of any material change, including fees. Notice may be provided in writing or via the Website. If Company does not wish to be bound by such change, it may discontinue using and terminate the Service before the change becomes effective. If Company continues to use the Service after the change becomes effective, it will be bound by the change. Company has the responsibility to assure that Company’s address, including any electronic address(es), and account information, in Bank’s records are accurate. The timing of an advance notice of change may be shortened when permitted or required by law.

9. SECURITY PROCEDURES. Following acceptance of these terms and conditions by the Security Adminstrator, the Security Administrator will be able to access the Service for purposes of the Service, the Security Administrator shall act as the initial payroll approver ("Primary Payroll Approver"), with full authority to administer Company’s use of the Service. Company may also designate one or more other persons to serve as additional Payroll Approvers ("Additional Payroll Approvers"). The Primary Payroll Approver shall be responsible for managing access to and use of the Service by all Additional Payroll Approvers and for limiting, where Company deems appropriate, the level and extent of such access. The Primary Payroll Approver will assign unique user identification numbers to such Additional Payroll Approvers and will set and, as needed, reset passwords for all users of the Service. Company agrees that Bank may rely on any instruction given by any Payroll Approver in relation to the Service.

Any Service transaction initiated by persons entering the correct password is deemed to have been effected with full authority of Company’s governing body. Each time a Payroll Approver accesses the Service, the Payroll Approver will be required to enter the necessary password. Bank has no obligation to verify, by telephone or by any other means, any transaction request it receives through the Service. If any person's password is lost or stolen, or is known by an individual other than the Primary Payroll Approver, Company must notify Bank immediately. Failure to notify Bank promptly could result in loss of funds and unauthorized access to confidential information concerning Company and its employees Company may contact Bank at 800.382.3232 to report any security breach. Bank reserves the right to prevent access to Service should Bank have reason to believe the confidentiality of passwords has been compromised.

Company understands that Bank has implemented security procedures for the purpose of verifying the authenticity of the payment instructions transmitted to Bank ("instructions"), and not for the purpose of detecting errors in such instructions. Such security procedure includes (i) a unique user identification numbers and passwords and (ii) encryption. Company agrees that such procedures constitute a commercially reasonable method of providing security against unauthorized instructions. Company agrees to be bound by any instruction received and verified by Bank in accordance with such security procedures, and Company shall indemnify and hold Bank harmless from and against any loss suffered or liability incurred by, or arising from, the execution of instructions in good faith and in compliance with such security procedures.

If an instruction describes the receiver inconsistently by name and account number (i) payment may be made on the basis of the account number, even if it identifies a person different from the named receiver or (ii) Bank may in its sole discretion refuse to accept or may return the instruction. If an instruction describes a participating financial institution inconsistently by name and identification number, the identification number may be relied upon as the proper identification of the financial institution. If an instruction identifies a non-existent or unidentifiable person or account as the receiver or the receiver’s account, Bank may in its sole discretion refuse to accept or may return the instruction.

In an effort to provide the highest degree of confidentiality and security, Bank recommends the use of internet browsers that provide encryption using a 128-bit key. The higher the level of encryption, the harder it is for unauthorized people to read information. Commercial off-the-shelf browsers typically support 40-bit encryption; however, many browser suppliers (Netscape and Microsoft) offer special 128-bit encryption versions, available for download from their respective websites. Bank recommends that all customers protect their valuable financial information by using the most secure encryption possible. Bank is not liable for losses resulting from the use of 40-bit encryption. If Company elects to use the 40-bit browser, this implies Company’s acceptance of this risk.

Payroll Approvers may communicate with Bank by telephone about the Service, although Bank may in its sole discretion refuse to accept or act upon any telephonic instructions. Bank may utilize security procedures for the purpose of verifying the identity of such Payroll Approvers, including the use of unique security identification numbers generated by the Website and other security protocols. Company acknowledges that any such telephone communication will be made available for Company’s benefit and convenience, that the security procedures instituted by Bank are commercially reasonable methods of providing security, and that any Payroll Information, Entries or other instructions communicated to Bank will be deemed to have been fully authorized by Company.


10. ACH ORIGINATION. The Service will enable Company by using the Website to enter the Payroll Information and to approve and submit it to Bank for creation, formatting and transmission of automated clearinghouse entries ("Entries," each an "Entry") in accordance with the Rules (as defined below). Bank may reject any Payroll Information or Entry created from Payroll Information which does not comply with the requirements of the Service or the Rules or with respect to which Company’s Account does not contain sufficient available funds to pay for the Entry. If any Payroll Information or Entry is rejected, Bank will make a reasonable effort to notify Company promptly, so that Company may correct such Payroll Information or request that the Bank correct the Entry and resubmit it. A notice of rejection will be effective when given. Bank will have no liability to Company by reason of the rejection of any Payroll Information or Entry, the fact that notice is not given at an earlier time than that provided for in this Agreement or for any loss resulting from Bank’s failure to provide notice..

Company will have no right to cancel or amend any Payroll Information received by Bank after it has been approved by Company’s Payroll Approver and submitted to Bank. However, if Company’s request complies with the security procedure, Bank may use reasonable efforts to act on it prior to transmitting the Entries to the ACH or gateway operator, but will have no liability if the cancellation or amendment is not effected. Company will reimburse Bank for any expenses, losses or damages Bank may incur in effecting or attempting to effect Company’s request.

Except for Entries created from Payroll Information that has been reapproved and resubmitted by Company in accordance with the requirements of this Agreement, Bank will have no obligation to retransmit a returned Entry to the ACH or gateway operator if Bank complied with the terms of this Agreement with respect to the original Entry.

Bank will process the Payroll Information and Entries in accordance with its then-current processing schedule, provided (i) the Payroll Information is approved by Company and received by Bank no later than Company’s applicable cut-off time on a business day and (ii) the ACH is open for business on that business day. If Bank receives approved Payroll Information after Company’s cut-off time, Bank will not be responsible for failure to process the Payroll Information on that day. If any of the requirements of clause (i) or (ii) of this subsection are not met, Bank will use reasonable efforts to process the Payroll Information and transmit the Entries to the ACH with the next regularly scheduled file created by Bank which is on a business day on which the ACH is open for business.

Origination, receipt, return, adjustment, correction, cancellation, amendment and transmission of Entries must be in accordance with the Operating Rules of the ACH in which Bank is a participant and, as applicable with respect to certain credit entries, Article 4A of the Uniform Commercial Code as adopted in the state of Georgia, as both are varied by these terms and conditions and the other documents and agreements relating to the Service, and as both are otherwise amended from time to time (collectively, the "Rules"). Company acknowledges that it has had an opportunity to review and agrees to comply with and be bound by the Rules. Company will be responsible for promptly obtaining all future amendments. Company acknowledges that it will not submit Payroll Information that will result in Entries that would violate the sanctions program of the Office of Foreign Assets Control of the United States Treasury or any other applicable laws or regulations.

Any credit Bank gives to Company is provisional until Bank receives final settlement and the Entry for which credit was given is deemed to be finally paid as provided in this Agreement, the Rules and all laws, rules and regulations governing any aspect of the Entry, including the laws, rules and regulations of the country to which the Entry was sent. If Bank does not receive final settlement, it is entitled to a refund from the credited person and Company will not be deemed to have paid that person.

At Company’s request, Bank will make a reasonable effort to reverse an Entry, but will have no responsibility for the failure of any other person or entity to honor Company’s request. Company agrees to reimburse Bank for any expenses incurred in attempting to honor such requests.

Company acknowledges that it is the originator of each Entry and that under the Rules Bank makes certain warranties with respect to each Entry. Company agrees to reimburse Bank for any loss Bank incurs, including its reasonable attorneys’ fees and legal expenses, as the result of a breach of a warranty made by Bank unless the breach resulted solely from Bank’s own gross negligence or intentional misconduct. Company acknowledges that under the Rules, Bank indemnifies certain persons. 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 an indemnity, unless enforcement resulted solely from Bank’s own gross negligence or intentional misconduct.


11. TERMS; TERMINATION. The Service will continue until such time as Company or Bank gives thirty (30) days’ prior written notice, unless termination is for cause. Bank may immediately terminate the Service upon notice to Company if Company is in violation of a material provision of the these terms and conditions, including but not limited to, the payment when due of any fees, charges, or payroll taxes, or if Company chooses not to accept a change in these terms and conditions or Company misrepresents any data or information required by Bank in connection with the Service or at any other time. Bank may immediately terminate the Service without notice to Company if Company files, or has filed against it, a petition under the U.S. Bankruptcy Code or a similar state or federal law. The termination of the Service will not affect Company’s or Bank’s rights with respect to transactions which occurred before termination.

12. DISPUTE RESOLUTION.
Mediation. Should any dispute arise between Company and Bank relating to the Service and if, following the good faith negotiation of the dispute, it cannot be resolved, Bank may elect to first submit the dispute to mediation. Mediation shall be conducted at the nearest office of the mediation organization mutually agreed upon by Company and Bank.

Arbitration. Notwithstanding any other provision in these terms and conditions, if either Company or Bank have any unresolvable dispute, controversy or claim, whether founded in contract, tort, statutory or common law, concerning, arising out of or relating to the Service, including any claim regarding the applicability, interpretation, scope or validity of this arbitration clause and/or these terms and conditions (a “Claim”) and upon the demand of either party, it will be settled by individual (not class or class-wide) binding arbitration administered by the American Arbitration Association (AAA) in accordance with the then current Commercial Financial Disputes Arbitration Rules, including any expedited procedures. A demand that a Claim be submitted to arbitration may be made before the initiation of any legal proceeding or within ninety (90) days following the service of a complaint, third-party complaint, cross-claim or counterclaim and if a party in a pending legal proceeding demands a Claim to be submitted to arbitration, the party initiating the action will immediately dismiss the legal proceeding and file the claim in arbitration. Arbitration hearings will be held in a mutually agreeable location or if no such agreement can be reached, the city where the dispute occurred. A single arbitrator will be appointed by the AAA and shall be a practicing attorney or retired judge having experience with and knowledge of banking law. The arbitrator will follow the law and will give effect to any applicable statutes of limitation. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, but no award of attorneys' fees shall be made. A judgment on the award may be entered by any court having jurisdiction. The parties agree and acknowledge that this agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act (Title 9 of the United States Code) shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in these terms and conditions.

JURY TRIAL WAIVER. FOR ANY MATTERS NOT SUBMITTED TO ARBITRATION, COMPANY AND BANK HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON OR RELATING TO THE SERVICE OR ANY OTHER DISPUTE OR CONTROVERSY BETWEEN THE PARTIES. FURTHER, COMPANY AND BANK HEREBY AGREE THAT ANY LITIGATION WILL PROCEED ON AN INDIVIDUAL BASIS AND WILL NOT PROCEED AS PART OF A CLASS ACTION.


13. WAIVER. Bank may waive any term or provision of these terms and conditions at any time or from time to time, but any such waiver shall not constitute a waiver of the term or provision in the future.

14. GENERAL TERMS AND CONDITIONS. Bank will hold in strict confidence all data furnished by Company or produced by Bank in relation to the Service; provided, however, that Bank will not be held liable if such data is released through other sources, or if Bank released the data because of a reasonable belief that Company had consented to such disclosure.

To assure that Company’s inquiries are handled promptly, courteously and accurately, Bank may monitor and/or record telephone conversations and electronic communications between Company and Bank without additional prior notification to Company or Company’s employees, and Company will so advise Company’s employees who communicate with Bank by telephone or electronic means.

Company authorizes Bank at any time to obtain credit reports about Company and to report adverse credit information about it to others, including the Internal Revenue Service and other taxing authorities.

Use of the Service does not relieve Company of Company’s obligations under federal or state laws or regulations to retain records relating to the data contained in Bank’s tape or disk files.

These terms and conditions, the documents set forth in Section 1, the Fee Schedule, any user guides (online or otherwise) and any addenda to any of the foregoing constitute the entire agreement between Bank and Company regarding the Service.

Any person identified by Company via the Website in relation to the Service or in any certification, notice or other communication delivered to Bank may receive information, communications and notices regarding the Service, and is authorized to transact all business, make all agreements and sign and deliver all documents in connection with the Services. If the identity of such a person changes, Company will promptly notify Bank in writing. Bank will have a reasonable time after receipt of a certification, notice or other communication to act on it.

Bank may at any time use agents, service providers and/or independent contractors ("Contractors") to process Entries or provide all or any portion of the Service. Bank will be responsible for the acts and omissions of its Contractors in the same manner as if Bank had performed the portion of the Service itself and any claims against its Contractors or Bank (with respect to the acts or omissions of its Contractors) shall be subject to the limitations of liability set forth in Sections 5 and 10 above to the same extent as if Bank had performed the portion of the Service itself. However, Bank will not be deemed to be the agent of, nor responsible for the acts or omissions of any other person, including, without limitation, any Federal Reserve Bank, ACH, internet service bank or transmission or communications facility, any receiver or receiving depository financial institution (including, without limitation, the return of an Entry by such receiver or receiving depository financial institution), and no such person shall be deemed Bank's agent.

Company will, at its own cost and expense, obtain, install and, at all times during its utilization of the Service, maintain in good working order all software, hardware and other equipment necessary for it to perform in accordance with these terms and conditions. In the event of any failure of such software, hardware or other equipment, Company will deliver to Bank all data which it would otherwise have provided that is necessary for Bank to perform Bank’s obligations in connection with the Services.

Sections 2, 3, 4, 5, 6, 10, 12 and 14 will survive termination of the Service.

The Service and these terms and conditions shall be governed by the laws of the United States of America and the State of Georgia.
 
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