1. GENERAL
The Cash Management services to be provided by Bank to Customer, consist of
access to a secured Cash Management service (“Service”) that permits
Customer to obtain certain account information reporting, electronic funds
transfer services, and other account maintenance functions, by means of a
computer. These services shall collectively be known as “Cash Management”,
but hereinafter will be referred to as the (“Services”). Services are
provided by the Bank for access and use by Customer. Certegy EPayments
Solutions Inc. is the sole owner and licensor for the Service and has
granted the Bank the right to sublicense the Service to customers.
2. USE OF SERVICE/LIMITED SUBLICENSE
Bank hereby grants to the Customer a sublicense for use of the Service on a
computer(s), subject to the terms and conditions set forth in this
Agreement. Customer acknowledges and agrees that the Service and Service
documentation is valuable, confidential, and proprietary property and agrees
not to transfer, distribute, copy, reverse, compile, modify or alter the
Service or the Service documentation.
3. TERM
This Agreement is effective from the date the Service is accessed by
Customer and shall remain in force until termination. The Agreement shall be
terminated upon thirty days prior written notice by either party to the
other, upon termination of the relationship between the parties, if the
customer fails to comply with the terms and conditions of this Agreement, or
upon termination of the software license agreement between Bank and Fidelity
National Information Services. The Customer agrees to return any and all
written and electronic documentation related to the Service to the Bank,
upon termination. The Customer shall retain no copies in any form. The
provisions of this Agreement that protect the proprietary rights of Fidelity
National Information Services and the Bank will continue in force after
termination.
4. DISCLAIMER OF WARRANTY
No warranties with respect to the Service are made by said Bank nor does it
warrant that the Service will meet specific requirements of the Company.
Neither the Bank or Fidelity National Information Services makes any
warranty of any kind, either express or implied with respect to the use of
the Service. Bank and Fidelity National Information Services disclaim any
and all implied warranties of merchantability and fitness for a particular
purpose. The Customer assumes the entire risk as to the quality and
performance of the Service and documentation.
5. LIMITATION OF LIABILITY
a. The Bank’s entire liability and the Customer’s exclusive remedy with
respect to the Bank’s disclaimer of warranty is limited to the replacement
of any diskette that is returned to the Bank.
b. In no event shall Bank or Fidelity National Information Services be
liable to Customer for any damages, including lost profits, lost savings or
other direct, indirect, incidental, special or consequential damages arising
out of the use or inability to use the Service and documentation, or for any
claim by another party.
c. The Customer shall be solely responsible for protecting against
unauthorized access to the Service through the use of physical security,
passwords and other security procedures. The financial institution will be
held harmless for processing any request received by Customer.
d. Where the Customer has access to funds transfer of the Services, which
include Wire Transfer, ACH Transfer, or internal account transfer, Bank will
only accept transfer requests upon proper execution of security procedures
that are entirely within Customer’s control. Bank may consider funds
transfer requests received from Customer as having been authorized by the
Customer, and the Bank shall be held harmless for executing any transfer.
e. Where the Customer elects to execute Stop Payment requests through the
Service, the Bank agrees to enter the Stop Payment to its main computer
system within a reasonable period of time after receiving the request. Prior
to requesting a Stop Payment, the Customer should first verify that the item
has not already been posted to their account. If a stopped item has already
been paid prior to the Bank’s entry of the request, then the Bank shall not
be liable for any loss incurred by the Customer arising from the event.
6. FEES
There are no general access fees for the Service. However, applicable fees
for certain transaction types, e.g., Stop Payments, Wire Transfers, ACH
Transactions, and Bill Payment are covered under the respective sections
that follow.
7. FUNDS TRANSFER SERVICE
In addition to account information reporting, the Customer may request
access to certain Funds Transfer Services as described below. Funds
transfers are available during specific business hours as described in the
attached schedule. Customer must specify Customer Representative authorities
per transaction type. If the Customer, or any of its authorized
representatives, use the Funds Transfer Services described, the following
condition(s) shall apply:
Wire Transfer—The Customer acknowledges that the Wire Transfer feature of
the Service is an alternate entry system for issuing Wire Transfer orders
between the Customer and the Bank. A separate Wire Transfer Agreement
between the Customer and the Bank is required. This Wire Transfer Agreement
shall govern the acceptance and liability for all Wire Transfer Requests.
ACH Transactions—The Customer acknowledges that the ACH Transaction feature
of the Service is an alternate entry system for issuing ACH transaction
orders between the Customer the Bank. A separate ACH Origination Agreement
between the Customer and the Bank is required. This ACH Origination
Agreement shall govern the acceptance and liability for all ACH Transactions
originated by the Customer.
Tax Payments—The Customer acknowledges that the Tax Payments feature of the
Service is an alternate entry system for issuing EFTPS tax payment orders
between the Customer and the Bank. A separate ACH Origination Agreement with
the Bank shall govern the acceptance and liability for all Tax Payments
originated by the Customer.
8. POSITIVE PAY SERVICES
The Customer acknowledges that the Positive Pay Service is accessable only
through the Online Banking Cash Management module and use of this service is
subject to the terms and conditions set forth in a separate Positive Pay
agreement executed with Marquette Savings Bank as well as any requirements
set forth in this agreement.
9. STOP PAYMENT SERVICES
The Customer acknowledges that the Stop Payment feature of the Services is
an alternate entry system for issuing Stop Payment Orders. When utilizing
this feature, customer warrants that the information describing the check or
draft, including the check or scheduled transfer date, its exact amount, the
check number and payee, is correct. Customer acknowledges that the exact
amount of the check or draft is required, and if the incorrect amount or any
other incorrect information is provided, the Bank will not be responsible
for failing to stop payment on the item. Customer agrees that the Stop Order
must be received by the Bank within a reasonable time for the Bank to act on
the order prior to final payment of the check, or if an ACH/EFT transfer, at
least three (3) business days preceding the scheduled date of the
pre-authorized ACH/EFT. A Stop Payment Order received by the Bank using this
service will be accepted as if it were in written form, will be effective
for six (6) months only, and will expire automatically at that time, without
further notice, unless specifically renewed prior to expiration.
10. AVAILABILITY OF SERVICES
All services are available during specified business hours as described in
the attached schedule.
11. MISCELLANEOUS
a. This Agreement, together with addendum’s, schedules, other written
agreements and applicable Bank rules and regulations represents the
entire understanding of the parties. If any option of this Agreement is
found to be unenforceable, all remaining portions shall remain in full
force and effect.
b. Customer agrees not to sublicense, assign or transfer this license or
the Service except as expressly provided in this Agreement.
c. This Agreement is governed by the Laws of Pennsylvania (except where
Federal law governs the copyrights and trademarks of Fidelity National
Information Services and the successors it assigns). It may not be
amended or modified except by a written instrument signed by both the
Customer and the Bank.
12. SIGNATURES
By signing this Agreement, the undersigned acknowledge that they have read
and accepted the terms and conditions of this Agreement, and agree to be
bound by its terms.
ACCEPTED BY:
ACCEPTED BY:
_____________________________ Marquette Savings Bank
_____________________________ __________________________________
Name Name
_____________________________ __________________________________
Signature Signature
_____________________________ __________________________________
Date Date
AUTHORIZATION AGREEMENT FOR ACCOUNTS
SCHEDULE A
Company hereby provides authorization for transmission of account
information on the following accounts.
Company Name
_____________________________________________________________
Company ID Number
_____________________________________________________________
Account Information:
1. Account Number_______________________________________
Account Title__________________________________________
2. Account Number_______________________________________
Account Title__________________________________________
3. Account Number_______________________________________
Account Title__________________________________________
4. Account Number_______________________________________
Account Title__________________________________________
5. Account Number_______________________________________
Account Title__________________________________________
6. Account Number_______________________________________
Account Title__________________________________________
________________________________________________________________________
Signature (Print Name)
________________________________________________________________________
Title
____________________
Date
CASH MANAGEMENT
AGREEMENT OF DOLLAR LIMITS
SCHEDULE B
Company hereby agrees to abide by the following dollar limits for the listed
transaction types. If any transaction transmitted does not have an adequate
balance(s) to meet the transaction amount, the company acknowledges that the
Bank is not obligated to complete the transaction as ordered.
Company Name
_____________________________________________________________
Company ID Number
_____________________________________________________________
Transaction Types:
Wire Transfers________________________________Outgoing
ACH Transfers______________________DR_____________________CR
Tax Payments______________________DR
________________________________________________________________________
Signature (Print Name)
________________________________________________________________________
Title
____________________
Date
CASH MANAGEMENT
PROCESSING SCHEDULE
SCHEDULE C
All transaction(s) must be submitted to Marquette Savings Bank by the cut
off times noted below to allow processing on the Effective Entry date:
E-Mail Messages 8:00 a.m. to 4:00 p.m.
SAME banking day processing
Stop Payments 8:00 a.m. to 4:00 p.m.
SAME banking day processing
Wire Transfers 8:00 a.m. to 2:00 p.m.
SAME banking day processing
ACH & Tax Payment entries must be received two (2) business days prior to
Effective Date. ACH entries are accepted until 3:00 p.m. each business day.
Positive Pay decision must be complete by 11:00 a.m. each business day.
Our banking days include all days except Saturdays and Sundays and the
following standard holidays that are observed by the Federal Reserve Bank in
Cleveland:
New Year’s Day
Martin Luther King Jr. Day
President’s Day
Memorial Day
Independence Day
Labor Day
Columbus Day
Veteran’s Day
Thanksgiving Day
Christmas Day
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