Bank Responsibilities. The Bank's duties and responsibilities shall only be those expressly set forth in this Agreement. The Bank hereby agrees that it shall at all times during the term of this Agreement exercise its reasonable care and efforts in performing its obligations hereunder. The Bank will perform such obligations and responsibilities in accordance with all applicable laws, including, but not limited to, Securities and Exchange Commission rules and regulations. The Bank intends to rely on the Securities and Exchange Commission no-action letters entitled Sife Trust Fund (Feb. 17, 1982), Norwest Bank Minnesota, N.A. (May 25, 1995) and The Chase Manhattan Bank (July 24, 2001) in performing its responsibilities under this Agreement. Neither the Bank nor its agents shall be responsible for any loss or liability arising from their performance of the Bank's duties under this Agreement, except for direct loss or liability (but not consequential or punitive damages) arising from the Bank's, or its agent's, willful misfeasance, bad faith or gross negligence in the performance of the Bank's duties under this Agreement. In no event shall the Bank be liable for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action.
Bank Responsibilities. Each Bank shall be responsible for its own compliance with and administration of the provisions of this Section 2.15 and Regulation U, and the Agent shall have no responsibility for any determinations or allocations made or to be made by any Bank as required by such provisions. The Agent shall transmit to the Borrower on behalf of any Bank any requests made by such Bank pursuant to this Section 2.15 and shall transmit from the Borrower to such Bank or the Banks any information provided by the Borrower in response to inquiries made under this Section 2.15 or otherwise required to be delivered by the Borrower to the Banks pursuant to this Section 2.15.
Bank Responsibilities. Exhibit BService Terms & Conditions 1.1. Bank will deliver to Customer, or otherwise provide access to, the Software, and will deliver to Customer Authorized Equipment consisting of one or more scanners (as agreed to between the parties) for capturing digitized images of Checks. Such Authorized Equipment will remain the property of Bank. 1.2. Bank will provide installation and training support as reasonably required for Customer’s implementation and use of the Service. Any onsite installation or training support outside Santa Barbara, CA or Ventura CA counties shall be on such terms and conditions as the parties agree, including reimbursement for Bank’s reasonable travel costs. 1.3. Bank will provide maintenance and support for the Software as reasonably necessary to permit Customer’s processing of Checks through the Service. Such maintenance and support shall include corrections, workarounds and bug fixes, (ii) such modifications, enhancements and updates as Bank elects to make generally available to its customers without additional license fees, and (iii) telephone support to Customer during Bank’s regular business hours. 1.4. Bank will accept for deposit to the applicable Account digitized images of Checks that are transmitted to Bank in compliance with this Agreement. Digitized images shall be deemed received upon confirmation by Bank of successful receipt of the transmission of such images that are complete, usable, and adhere to the data specifications set forth in the Documentation. If the digitized images are not complete, are not useable, or do not adhere to such data specifications, the images may not be processed by Bank or its agents, in which event Customer’s deposit will be adjusted and notification will be provided. 1.5. Customer’s digitized images will be processed after Bank has received Customer’s transmission of the digitized images. Bank will use commercially reasonable efforts to present Image Exchange Items and Substitute Checks for collection. Unless Bank notifies Customer otherwise, Bank will provide same day credit to the applicable Account for all items transmitted by Customer and received by Bank in accordance with the requirements of this Agreement and the Documentation, and within the timelines established by Bank. Customer shall receive same day credit for all items processed and transmitted until 6:00 p.m. PST. 1.6. If a Payor Financial Institution returns an item to Bank for any reason (including fraud), Bank may charge the applicable Account for such returned item, whether or not the return is timely and proper (including, without limitation, outside of any time periods established under any applicable regulations protecting the makers of any checks processed through the software by customer), and may either (i) return the item to Customer, or (ii) re-present it to the Payor Financial Institution before returning it to Customer. Items may be returned as Image Exchange Items, rather than Substitute Checks, as agreed by the parties. If a Payor Financial Institution or other third party makes a claim against Bank or seeks a re-credit with respect to any Check processed hereunder, Bank may provisionally freeze or hold aside a like amount in the applicable Account or Customer’s other deposit accounts with Bank pending investigation and resolution of the claim. 1.7. Bank may immediately suspend the Service or the processing of any Check or corresponding Electronic Item if Bank has reason to believe that there has been a breach in the security of the Service, fraud or illegal activity involving Customer’s Account or such Check, or any uncertainty as to the authorization or accuracy of Electronic Items. Bank reserves the right at any time to process Electronic Items on a collection basis. 1.8. Bank’s processing of any non-conforming items, including without limitation any items that do not meet the definition of “Check” hereunder, shall not constitute a waiver by Bank or obligate it to process such non- conforming items in the future. Bank may discontinue processing of non-conforming items at any time, without cause or prior notice.
Bank Responsibilities. In addition to the Bank’s responsibilities as set forth in this Agreement, the Bank shall cooperate with the Firm hereunder, including (i) providing the Firm with reasonable working space, equipment and facilities if relevant to the Services and timely access to data, information and personnel of the Bank; (ii) providing experienced and qualified personnel having appropriate skills to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Services and allow the Firm and the Bank to work productively; and (iv) promptly notifying the Firm of any issues, concerns or disputes with respect to the Services. With respect to the data and information provided by the Bank to the Firm or its subcontractors for the performance of Services, the Bank shall have the rights required to provide such data and information, and shall do so only in accordance with the applicable law and with any procedures agreed upon in writing. The Bank shall be solely responsible for, among other things (a) the performance of its personnel and agents; (b) the accuracy and completeness of data and information provided to the Firm for purposes of the performance of the Services; (c) making all management decisions, performing all management functions and assuming all management responsibilities; (d) designating a competent management member to oversee the Services; (e) evaluating the adequacy and results of the Services; (f) accepting responsibility for the results of the Services; and (g) establishing and maintaining internal controls, including monitoring ongoing activities. The Firm’s performance is dependent upon the timely and effective satisfaction of the Bank’s responsibilities hereunder and timely decisions and approvals of the Bank in connection with the Services. The Firm shall be entitled to rely on all decisions and approvals of the Bank.