8C Consent 2021 0907 - Laserfiche WebLink

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Bank Card Merchant Agreement Check Commerce ACH Exhibit This Check Commerce ACH Exhibit to the Bank Card Merchant Agreement (the "ACH Exhibit") is a part of the Agreement among WORLDPAY, LLC, on behalf of itself and its affiliates (“Processor”), Member Bank, and Merchant. Capitalized terms not otherwise defined herein shall have the meaning ascribed to it in the Agreement or, where not defined in the Agreement, the National Automated Clearing House Association (“NACHA”) Operating Rules (the “Rules”). For purposes of this ACH Exhibit, the definition of Services in the Agreement shall include automated clearing house (“ACH”) payment processing services currently provided by the below referred Company (the “ACH Services”). In the event of a conflict between the Agreement and this ACH Exhibit, the provisions of this ACH Exhibit shall prevail with respect to any conflict. Processor and Provider hereby agree as follows: I. Appointment of Check Commerce as ACH Service Provider. Merchant hereby retains, appoints, and accepts Base Commerce, LLC, dba, Check Commerce (“Company”) as Merchant’s data processing and collection agent for the ACH Services, including processing Entries originated by Merchant in accordance with the terms of the Agreement and this Exhibit whereby Company is a third-party beneficiary to the Agreement for purpose of the ACH Services. “Entries” for purpose of this ACH Exhibit mean the debiting of funds for the purpose of collecting ACH Payments from the account of Merchant (“Debit Entries”) and/or the crediting of funds for the purpose of paying Merchant’s accounts receivable (the “Credit Entry”), all in accordance with the terms of this ACH Exhibit, the Rules, and applicable federal and state laws, rules and regulations (“Regulations”) governing ACH transactions. II. Authorization for ACH Entries and Debiting of Fees and Costs. Merchant represents and warrants that it will obtain consent and authorization for Company to initiate or transmit automatic Debit Entries, Credit Entries, and adjustment Entries on behalf of each originator of an ACH Entry submitted to Company pursuant to this exhibit. Merchant shall keep all records of verifiable consumer authorizations for a period of two (2) years from the date an authorization is terminated or revoked. Merchant agrees to provide copies of such documents or records to Company immediately upon written request from Company. Without limiting Merchant’s obligations under the Agreement, including this ACH Exhibit, Merchant understands and agrees that Processor will debit Merchant’s account on file with Processor or Company for all setup fees as an ACH item. Processor shall debit each Merchant via an ACH transaction in accordance the terms of the Agreement and this ACH Exhibit for all Returned Entries, chargebacks, required withholdings, fines, or damages a Merchant incurs as a result of the performance of the ACH Exhibit. Processor will charge Merchant for all ACH Service monthly service and transaction fees and costs in accordance with the Agreement and this exhibit. III. Notification of Changes. Merchant agrees to notify Company where applicable of any and all changes which occur from time to ti me in the information and statements contained in the Agreement or otherwise provided to Company, its Originating Depository Financial Institution (“ODFI”), or anyone else relating in any way to this exhibit. IV. Authorization for Sharing of Data to Company, Underwriting. Merchant hereby authorizes Processor to provide to Company, any and all information Processor has obtained from Merchant during Processor's underwriting and due diligence of Merchant, including, but not limited to, all credit reports or other financial information about Merchant (the “Underwriting Documents”). Processor shall determine in its sole and absolute discretion what information will be included in the Underwriting Documents provided to Company and Processor’s providing of such Underwriting Documents to Company will not constitute a violation of Processor’s confidentiality obligations under the Agreement. V. Company as a Party to the Agreement for Provision of the ACH Services. Notwithstanding Paragraph 16 of the Agreement and consistent with Section I of this ACH Exhibit, it is hereby acknowledged and agreed that Company is a third-party beneficiary of the Bank Card Merchant Agreement (“Agreement”) for purpose of Company’s provision of the ACH Services which form a part of the Services under the Agreement. Company may jointly with Processor or individually assert or exercise any rights or remedies in the Agreement available to Processor related to Company’s obligations in this ACH Exhibit and rights under the Agreement, including but not limited to, any right to obtain indemnity from Merchant and to avail itself of any limits of liability. Any obligations of Merchant to Processor shall also be deemed obligations of Merchant to Company with respect to the ACH Services . VI. Processor and Company Provision of Services and Settlement of Entries. Processor and Company reserve the right to allocate the ACH Services duties and obligations between themselves, as they deem appropriate in their sole discretion. Merchant acknowledges and agrees that Company will settle funds from Entries directly to Processor for Processor’s settlement of such funds to Merchant, which such settlements to Merchant provided by Company to Processor will be solely the responsibility of Processor for which Company will have no responsibility or liability. Without limiting the foregoing, Company shall not be liable for lost profits, lost business or any incidental, special, consequential or punitive damages (whether or not arising out of circumstances known or foreseeable by Merchant or Processor) suffered by such party, its c ustomers, or any third party in connection with the settlement of Entries not received by Merchant that were settled to Processor by Company pursuant to this section. Company has certain obligations to Merchant pursuant to the Rules. In the event of any conflict between the Agreement or this ACH Exhibit and the Rules on the subject of Company’s obligations, the Rules shall control. Processor is party to an agreement with Company and under such agreement Company is authorized to provide the ACH Servic es described herein. This ACH Exhibit shall be deemed accepted by Company as of the date Company processes the first Entry under this exhibit on Merchant’s behalf. Where Company in its sole and absolute discretion does not accept Merchant for the ACH Services, Merchant will be notified of such non-acceptance. VII. Reserve Requirements. As of the date of this exhibit, Company does not intend to require a reserve or letter of credit under this ACH Exhibit. If circumstances arise in the future that Company determines in its reasonable discretion necessitates Merchant to establish a reserve or letter of credit to ensure Merchant’s performance of its obligations pursuant to this ACH Exhibit, Company’s rights and obligations with respect to such reserve or letter of credit required by Company (“ACH Services Reserve Account”) in connection with amounts arising out of ACH Services (i.e. returned Entries, fees, damages, or other costs and expenses) will be coextensive with those of Processor with respect to any separate reserve required by Processor in connection with amounts arising out of Services provided by Processor, and the following additional terms will apply DocuSign Envelope ID: 21DD58A4-4565-4EC5-AD94-06300FFBC6D5 In Process