ACH Sender Agreement

Date Last Updated: June 29, 2020

This Automated Clearing House (“ACH”) Services Agreement (this “Agreement”) applies to certain third-party sender services that Novo Platform Inc. (“Provider”) will provide to the undersigned customer (“Customer”) under the business demand deposit account available from Middlesex Federal Savings, F.A., member of the Federal Deposit Insurance Corporation (“Bank”), through Provider's software platform.

Customer makes the following agreements, certifications, authorizations, acknowledgments, and warranties:

  1. Customer agrees (a) to be bound by the NACHA Rules, as the same may be amended from time to time, (b) it will not submit Entries that violate the laws of the United States, (c) to comply with all U.S. laws, rules and regulations, including, as applicable, laws, rules and regulations applicable to International ACH Transaction (“IAT”) Entries (including those of the Office of Foreign Assets Control (OFAC) and the Financial Crimes Enforcement Network), (d) Provider shall have the right to audit Customer's compliance with the provisions of this the Agreement, and the NACHA Rules, and (e) Provider shall have the right to suspend or terminate the Agreement immediately upon notice to Customer in the event Customer breaches any of the NACHA Rules;
  2. Customer certifies that (a) it has not been suspended and does not appear on a National Association list of suspended Originators, and (b) warrants that it will not transmit any Entry if it has been suspended or appears on a National Association list of suspended Originators;
  3. Customer authorizes Provider to initiate Entries on behalf of Customer and Customer agrees to be financially responsible to Bank for all Entries initiated by Provider on Customer's behalf;
  4. Customer acknowledges and agrees that Provider and Bank (a) may restrict certain types of Entries, (b) shall have the right to reject any Entry or series of Entries, and (c) shall have the right to reverse Erroneous Entries;
  5. Customer agrees that (a) prior to submission, each Entry has been properly authorized by Customer, (b) the 'authorization' has not been revoked, (c) the Agreement has not been terminated, and (d) Customer will provide a copy of such authorization to Provider or Provider's Bank upon request;
  6. Customer understands that the Provider must have all information necessary to ensure that (a) all credit and debit Entries will be accurate and timely, and (b) each Entry will contain all information required by the NACHA Rules for specific Entry types, including, but not limited to, the correct account number, dollar amount of the Entry, Customer's Name, and Customer's Entry description;
  7. Customer acknowledges and agrees that (1) Customer shall be responsible for promptly detecting and correcting any errors, (2) any Entry sent to Provider that identifies the Receiver inconsistently by name and account number may be processed by Bank based solely on the account number provided, (3) Provider is authorized to take such measures as Provider deems appropriate to carry out the intent of Customer in completing any particular Entry, including, but not limited to, Provider may contact Customer or may attempt to retransmit any Return Entry, and (4) Customer shall indemnify Provider, its parent, subsidiaries, predecessors, successors, affiliates, directors, officers, fiduciaries, insurers, employees and agents, for any claim, demand, loss, liability or expense (including reasonable attorneys’ fees, penalties, fines or interest) resulting from the debiting or crediting of any Entry or a breach of the Agreement;
  8. Customer warrants, to the extent applicable, that (1) the origination of each IAT Entry shall comply with the laws and payment systems rules of the receiving country, Customer must notify the Provider if funding for any payments initiated on its behalf are non U.S. and (2) any submission by Customer requiring initiation of an IAT Entry by Provider shall include the name and physical address of each of Customer and the Receiver, the account number of the Receiver and the identity of the Receiver's bank, bank ID number and bank branch code;
  9. Customer agrees that the Provider or Bank can at any time audit the Customer's ACH practices and procedures for adherence to the ACH Rules or any other requirements imposed onto the Customer through this agreement;
  10. Customer acknowledges that the Provider may immediately terminate this agreement for any contract violation including any violation related to compliance with the NACHA Operating Rules;
  11. Customer agrees to that (1) it has implemented or updated data security policy procedures to ensure that commercially reasonable methods are used to protect Personally Identify Information; (2) it will provide the Provider with any account information or changes to account information in a secure manner that has been agreed to by both parties (3) and that failure to comply with items 1 & 2 may result in termination of the agreement and fines being passed to the Customer related to any compliance penalties charged to the Provider;
  12. Customer agrees that the Provider may amend this agreement by providing written notice to the Customer. Any amendments to this agreement by notice will not take effect until 30 days after confirmed receipt of the notice by the Customer;
  13. CUSTOMER AGREES ITS USE OF THE SERVICES AND ALL INFORMATION AND CONTENT (INCLUDING THAT OF THIRD PARTIES) IS AT CUSTOMER’S RISK AND IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Provider DISCLAIMS ALL WARRANTIES OF ANY KIND AS TO THE USE OF THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. PROVIDER MAKES NO WARRANTY THAT THE SERVICES (a) WILL MEET CUSTOMER’S REQUIREMENTS, (b) WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE, (c) THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICE WILL BE ACCURATE OR RELIABLE, AND (d) ANY ERRORS IN THE SERVICES OR TECHNOLOGY WILL BE CORRECTED;
  14. CUSTOMER AGREES THAT PROVIDER WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICES INCURRED BY CUSTOMER OR ANY THIRD PARTY ARISING FROM OR RELATED TO THE USE OF, INABILITY TO USE, OR THE TERMINATION OF THE USE OF THIS SERVICE, REGARDLESS OF THE FORM OF ACTION OR CLAIM (WHETHER CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF PROVIDER HAS BEEN INFORMED OF THE POSSIBILITY THEREOF; and
  15. The provisions of this Agreement shall be deemed severable. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by applicable law.