Common use of Positive Pay Clause in Contracts

Positive Pay. Positive Pay provides certain account services through an automated matching system. Your lists of checks or ACH entries recently issued will be compared against the amount and check number of the checks and all information on the rules you created for an ACH entry that actually clear against the specified Account(s) activated for the Positive Pay Service and listed in the supporting documentation. You agree that the Bank will only be obligated to match the check number and dollar amount from the Check Issue File (defined below) and that the Bank may, at the Bank’s sole discretion, but is not obligated to, match additional data provided in the Check Issue File (“Additional Data”), including payee name. Regardless of whether the Bank decides to match against Additional Data, and notwithstanding the fact that Additional Data may be included in the Check Issue File, you further agree that the Bank will not be liable to you and you agree to hold the Bank harmless from loss or liability resulting from the Bank’s action or inaction with respect to Additional Data. The Bank’s determination to match Additional Data in any case will not obligate the Bank to continue to do so in other instances. Notwithstanding the foregoing, the Bank and you may agree to the Bank’s review of Additional Data, subject to additional terms, fees and conditions. Unless the parties agree to other default provisions, the Bank shall default to a “return” decision for any Exception Item for which you have not submitted a decision on the same business day by the deadline specified in the Supporting Documentation. Definitions: