Originator Status and Warranties. Unless you have separately contracted with us as third party sender you agree that all ACH Entries you request us to originate are the result of bona fide business transactions between you and your customer, and no such Entries are, directly or indirectly, for the benefit of any third party, whether in a service bureau or other context. You understand that you will be considered the Originator of any ACH transactions submitted. Each time you use a Service, you agree to comply with all rules and operating guidelines of NACHA and you warrant that each Entry complies with NACHA rules. You make the same warranties to us as we make under Section 2.4 (or any successor section) of the NACHA rules. You agree not to initiate Entries that violate the laws of the United States. You agree to our current “annual NACHA Rules Update for ACH” as may be revised from time to time (the “ACH Update” previously the “Compliance Update for ACH Originators”), each of which is deemed incorporated herein by reference. You understand that the ACH Update is not a complete or exclusive summary of the NACHA rules. You acknowledge receipt of the current ACH Update as of the effective date of this Agreement. In addition, we will provide you with a current ACH Update upon your request. If you continue to initiate Entries after we provide such an ACH Update, you will be considered to have agreed to the terms set forth in that ACH Update (except that if you cease initiation of Entries within thirty (30) days after the date of such an ACH Update, initiation of Entries during that thirty (30) day period will not constitute your agreement). You are responsible for promptly handling and, if necessary, responding to and resolving at your own expense any Special Handling Claims (as defined below in paragraph 5.1(k)). The NACHA rules contain special requirements and impose additional obligations on us when we act as the Originating Depository Financial Institution (“ODFI”) for you with respect to certain Entry codes, including, but not limited to, the IAT Entry code. You will be deemed to have made the additional representations and warranties, and agreed to the additional covenants and agreements, contained in the NACHA rules that are applicable to the codes and types of Entries you submit.
