In agreeing to utilize Third Party Service Providers, the Customer represents and warrants that it has established and maintains physical and electronic security controls to protect against fraud perpetrated by means of physical or electronic intrusion, insider complicity and by means of impersonation of Customer’s Authorized Agents and other personnel. If Bank receives any transaction request purporting to be made on behalf of the Customer and which request was able to be sent to the Bank due to any failure or deficiency in Customer Systems, the bank will have no liability to Customer for honoring such transaction request and customer must indemnify the Bank from any and all losses arising from Bank’s acting on that transaction request.
THE PARTIES WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS ACCESS OR ANY INSTRUMENT OR DOCUMENT DELIVERED IN CONNECTION WITH THIS ACCESS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE VALIDITY, PROTECTION, INTERPRETATION OR ENFORCEMENT THEREOF, OR ANY OTHER CLAIM HOWSOEVER ARISING (INCLUDING TORT AND CLAIMS FOR BREACH OF DUTY BETWEEN THE PARTIES HERETO) RELATED TO THIS ACCESS AGREEMENT.
Subject to the terms and conditions of this Remote Deposit Agreement, Bank shall provide the Service to you, which allows you to make deposits to the Accounts listed in Attachment B to the Access Agreement from your office by scanning checks on a desktop scanner. The scanner will capture an image of the front and back of the check and will read and capture the MICR line of the check. After capture of the image and data, you will transmit a file, via the Internet, to Bank or Bank’s designated processor (“Processor”) and Bank will provisionally credit (as defined in the “Provisional Credit and Availability of Funds” section below) your Account for the amount of the deposit and enter the images of the checks or the paperless debit entries into the collection process in accordance with the provisions of the Deposit Agreement and Disclosure and this Remote Deposit Agreement. You acknowledge and agree that Bank may discontinue this Service, or any related content, features, products or services, or the terms thereof, at any time without notice or liability to you or any third party.
To ensure accuracy, you must balance the deposit dollar amount to the sum of the Items (“Balanced File”) prior to transmitting the File in accordance with the Procedures. You may send multiple Files to Bank or Processor throughout the day. The total dollar value of the File received on any day shall not exceed the dollar amount approved by Bank (the “Deposit Limit”). If the total dollar value of the File exceeds the Deposit Limit, Bank may, at its option, refuse to accept the File that exceeds the Deposit Limit, or Bank may accept and process the File. You agree not to exceed the Deposit Limit. The Balanced File must be received by Bank no later than the cut-off time specified in Attachment A to this Remote Deposit Agreement (the “Cut-Off Time”).