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INTRODUCTION
By executing and submitting this UNCLE Credit Union Business ACH Origination Agreement (“Agreement’) in physical or electronic form, the Business Member (“Member”) of UNCLE Credit Union (“UNCLE”) requests approval to originate Automated Clearinghouse (“ACH”) debit and credit entries (“Entries”) at UNCLE.
  1. Member agrees that if approved by UNCLE, (a) each Entry submitted by Member to UNCLE and originated on Member’s behalf by UNCLE will be subject to the then-current version of each of the following: (i) the Rules of the National Automated Clearing House Association (“NACHA”) and the Electronic Payments Network Operator acting as an ACH Operator (together “the Rules”), (ii) Uniform Commercial Code Article 4A, (iii) California law, (iv) other applicable laws and regulations, and (v) the UNCLE Business Member Handbook (“Handbook”), and (b) as to each Entry, Member will be the Originator and UNCLE will be the Originating Depository Financial Institution (“ODFI”) authorized to originate ACH entries to Receiver accounts on behalf of Member. “Member” refers to the Member and authorized representatives of Member. Unless this Agreement states otherwise, capitalized terms in this Agreement have the meanings set forth in the Rules. As to ACH Origination services only, if a term in this Agreement is inconsistent with a term in the Handbook, this Agreement controls.
  2. Compliance with Laws, Regulations, and Rules; Audit Rights: Member will comply with all Rules in effect from time to time and the terms of this Agreement. Member warrants that it will not submit to UNCLE any Entries that violate the laws of the United States, the Rules, or other applicable laws and regulations. Member will not initiate entries to Receiver accounts without first obtaining authorization required by the Rules. Member will provide UNCLE with documentation of Receiver authorizations immediately upon request. UNCLE may suspend or terminate this Agreement if necessary for UNCLE’s compliance with the Rules. UNCLE may upon reasonable notice audit Member’s compliance with the Rules.
  3. Transmittal of Entries: Member will submit Entries to UNCLE formatted according to the NACHA Rules. Files must be balanced and contain offsetting debit and credit entries. UNCLE will accept Entries through Online Banking or in person at any UNCLE branch. UNCLE accepts only the following Standard Entry Classes:
  • PPD (Prearranged Payment and Deposit Entry): Entries posted to a consumer account;
  • CCD (Corporate Credit or Debit): Entries posted to a business (non-consumer) account;
  • CTX (Corporate Trade Exchange): Entries posted to a business account.
Member’s ability to originate Entries may be subject to exposure limits and Standard Entry Class restrictions in accordance with the Rules.
  1. Security Procedures: UNCLE can rely on any written communication it believes in good faith to be genuine and to have been signed by an authorized representative of Member. Member is responsible for notifying UNCLE by a method set forth in the Handbook of any changes to its authorized representatives. UNCLE does not verify the accuracy of Entries; for example, UNCLE does not verify effective dates, account information, or financial institution information. The purpose of security procedures is to verify authenticity and not to detect errors in the transmission or content of an Entry or an amendment to or cancellation of an Entry.
    1. For Entries submitted via Online Banking, Member’s authorized representative must log into UNCLE’s Online Banking platform with the access credentials established by UNCLE for Member. UNCLE may, but is not obligated to, require compliance with additional security procedures, such as answering security questions or entry of a one-time security code.
    2. For Entries submitted in person, UNCLE will verify the identity of the individual submitting the Entry and confirm that the individual is shown in UNCLE’s records as an authorized representative of Member.
    3. Submission of requests to amend or cancel and Entry will be accepted only if submitted following an authorized security procedure. UNCLE’s receipt of an amendment or cancellation request is not a guarantee that UNCLE will act on the request. See paragraph 9 of this Agreement.
Member agrees that UNCLE’s security procedures for submission of Entries and requests to amend or cancel Entries are commercially reasonable and acceptable to Member as methods to safeguard against unauthorized Entries, amendments, or cancellations.
Member agrees to be bound by and pay UNCLE the amount of any Entry, whether or not authorized, issued in Member’s name and accepted by UNCLE in good faith following the security procedure for the method of submission.  Member agrees to be bound by and pay UNCLE the amount of any authorized Entry whether or not UNCLE complied with security procedures in connection with that Entry.
Member is solely responsible for establishing and maintaining procedures to guard against unauthorized submissions of Entries or requests to amend or cancel Entries, such as, by way of example only, ensuring that only its authorized representatives have access to Member’s UNCLE Online Banking access credentials and promptly notifying UNCLE of any changes to its authorized representatives. Member warrants that it will not permit any individual to submit Entries or amendments to or cancellations of Entries without supervision and safeguards acceptable to Member. Member will immediately notify UNCLE if Member believes any person has gained or may have gained access to Member’s access credentials or otherwise be able to initiate unauthorized Entries or amendments to or cancellations of Entries on Member’s UNCLE accounts.
  1. Recording and Use of Communications: Member agrees that UNCLE can record and retain physical or electronic records of any telephone conversations or data transmissions between Member and UNCLE related to this Agreement.
  2. Processing, Transmission, and Settlement of Entries; Cutoff Times: Except as otherwise provided, UNCLE will process Entries submitted by Member in conformity with the file specifications set forth in the Rules, transmit Entries as the ODFI to the ACH Operator, and settle for Entries as provided in the Rules. If an Entry is not received by UNCLE’s cutoff time or is received on a day that is not a business day for the ACH Operator, the Entry will be processed the next day that is a business day for UNCLE and the ACH Operator. The cutoff times are:
  • Credit Entries: Files must be received at UNCLE by 10AM two business days before the Effective Date
  • Debit Entries: Files must be received at UNCLE by 10AM one business day prior to the Effective Date.
UNCLE’s business days are Monday through Friday excluding federal holidays.
  1. Nonconforming Entries: UNCLE will have no responsibility for failure to process Entries that do not comply with the requirements in section 6. UNCLE’s sole responsibility if an Entry is received after UNCLE’s cutoff time or on a day the ACH Operator is not open for business is to use reasonable efforts to transmit the Entry to the ACH Operator by its next deposit deadline
  2. On-Us Entries: If UNCLE receives an Entry for credit to an account maintained at UNCLE (an “On-Us Entry”), UNCLE will credit the Receiver’s account on the Effective Entry Date if the Entry is received before the cutoff time. Otherwise, UNCLE will use reasonable efforts to credit the Receiver’s account by the next business day.
  3. Rejected Entries: UNCLE can reject any Entry that
  • is not in the required format,
  • is not a PPD, CCT, or CTX entry
  • contains an Effective Date more than five days after the business day the Entry is received by UNCLE
  • is an On-Us entry that may be returned for any reason under the Rules.
UNCLE can also reject an Entry if Member is not in good standing (refer to the Handbook) or if Member has not followed an authorized security procedure. UNCLE will notify Member by telephone, electronic notice, or in writing of the rejection no later than either (a) the business day on which the Entry would otherwise have been transmitted to the ACH Operator, or (b) for an On-Us Entry, the Effective Date. UNCLE will have no liability to Member or any third party for rejecting an Entry. Member must resubmit any rejected Entry it wants UNCLE to process.
  1. Amending or Canceling Entries: Once UNCLE receives an Entry, the Entry cannot generally be amended or canceled. However, UNCLE will use reasonable efforts to comply with an amendment or cancellation request if it is submitted following an authorized security procedure and received by UNCLE before the Entry is either (a) transmitted to the ACH Operator or (b) credited to the Receiver’s account in the case of an On-Us Entry. UNCLE will have no liability to Member for failure to implement amendment or cancellation requests. Member agrees to defend, indemnify, and hold UNCLE harmless for any claims, losses, damages, liability, or expenses to which UNCLE becomes subject as a result of UNCLE’s compliance or attempt to comply with any amendment or cancellation request.
  2. Notice of Returned Entries: If the ACH Operator returns an Entry to UNCLE, UNCLE will notify Member by telephone or electronic transmission within one business day after the return. UNCLE will not be required to retransmit the Entry to the ACH Operator unless the Member resubmits the Entry and the Entry meets the requirements of section 2 of this Agreement.
  3. Notice of Change or Corrected Notice of Change Entries: UNCLE will, as required by the Rules and within two business days of the Settlement Date, provide Member required information regarding any Notification of Change (NOC) or Corrected Notification of Change (Corrected NOC) Entry UNCLE receives related to Member’s Entries. Member will comply with changes requested by the NOC or Corrected NOC by the later of (a) six business days after Member receives the NOC information, or (b) prior to initiating another entry to the Receiver’s account.
  4. Member’s Payment and Account Maintenance Obligations. UNCLE will collect amounts by which Member becomes indebted to UNCLE as a result of ACH Origination Entries by debiting (deducting the transaction amount and any associated fees from) Member’s account for debit entries originated against the account and credit entries to the account that are returned or reversed by the institution on which they were originated consistent with the Rules. If UNCLE is unable to recover the amount of Member’s indebtedness by debiting the account on which the associated ACH activity occurred, UNCLE may, unless prohibited by law or the governing account agreement, recover the funds from any other account in which Member or any personal guarantor of Member’s obligations to UNCLE has an interest. Member agrees to at all times maintain a sufficient balance in Member’s account for payment of amounts by which Member becomes indebted to UNCLE as a result of ACH Origination. If Member defaults on this obligation, fails to maintain UNCLE membership and accounts in good standing, repeatedly overdraws any UNCLE account, or materially defaults on any other obligation to UNCLE, UNCLE may, at UNCLE’s option, and in addition to and without waiving any other remedy available to UNCLE by contract, at law or in equity, suspend or terminate Member’s ACH origination privileges, deem Member ineligible for other UNCLE services, or close Member’s UNCLE accounts.
  5. Errors; Unauthorized Activity: The Handbook sets forth Member’s rights and obligations as to timely review of periodic statements and reporting of unauthorized activity and other errors.
  6. Member Representations, Warranties, and Indemnity Obligations: As to each Entry originated by Member, Member makes all representations and warranties it is deemed to make under the Rules and applicable laws and regulations including but not limited to the following:
    1. The Entry is accurate, timely, authorized by Member and the Receiver, and otherwise in compliance with the Rules and any applicable laws and regulations;
    2. Any debit Entry is properly authorized for a sum owed to Member by the party whose account is debited as of the Effective Date, is a correction of a prior erroneous credit Entry or is a reclamation of an amount received after the death or legal incapacity of the recipient or the death of the beneficiary;
    3. Member has complied with any applicable prenotification rules;
    4. Member has complied and will in the future comply with the following if and as applicable to the Entry: the Electronic Funds Transfer Act; Uniform Commercial Code Article 4A, Federal Reserve Board Regulation J, Bank Secrecy Act requirements, and OFAC reporting requirements; and
    5. Member acknowledges that under the Rules, payment of an Entry by the Receiving Depository Financial Institution (“RDFI”) to the Receiver is provisional until receipt by the RDFI of final settlement for the Entry. Member has been notified of the provisional payment Rule and understands that if settlement is not received, the RDFI is entitled to a refund from the Receiver of the amount credited and Member will be deemed not to have paid the Receiver the Entry amount. Member further understands that the Rules do not require RDFIs to notify Receivers of receipt of Entries unless the RDFI has agreed to provide such notice.
Member agrees to defend, indemnify, and hold UNCLE harmless from any claims, demands, losses, liability, or expense (including attorneys fees) arising out of Member’s breach of the warranties set forth in this Agreement.
  1. UNCLE Responsibilities, Liability, Liability Limits, and Indemnity: UNCLE can rely solely on the information, representations and warranties provided by Member in performing ACH Origination services under this Agreement. UNCLE’s sole responsibility will be to provide the services called for by this Agreement.  UNCLE will be liable only for its gross negligence or willful misconduct in the performance of the services. Member agrees that UNCLE will have no liability to Member or any third party, and Member agrees to defend, indemnify, and hold UNCLE harmless from, any claim arising from Member’s acts or omission (including but not limited to the amount, accuracy, or timeliness of any of any Entry believed in good faith by UNCLE to have been submitted by an authorized representative of Member) or the acts or omissions of any third party, including but not limited to acts or omissions of any Federal Reserve bank, the ACH Operator, a Receiver, or an RDFI. UNCLE will be responsible only for Member’s actual damages incurred due to UNCLE’s gross negligence or intentional misconduct. In no event shall UNCLE be liable for consequential, special, incidental, punitive or indirect losses or damages regardless of the theory of liability or whether the likelihood of such damages was known or should have been known to UNCLE.  UNCLE will not be liable for any failure to act or delay in acting caused by circumstances or events beyond UNCLE’s reasonable control, including but not limited to legal or regulatory constraint, natural disasters, disruption of communications equipment, war, or pandemic. Any actual damages for which UNCLE may be liable shall be limited to the amount of the Entry and any interest lost or fee incurred as a result of UNCLE’s failure to timely and accurately process the Entry consistent with Member’s instructions.
  2. Reliance on Account Numbers: In processing an Entry, including an On-Us Entry, UNCLE and other parties involved in processing the Entry shall be entitled to solely on the account number provided in the Entry. Neither UNCLE nor any other party involved in processing the entry shall have any responsibility for reconciling inconsistencies between names and account numbers. As long as the Entry is credited to the correct account as determined by the account number, Member is obligated to pay the amount of the Entry.
  3. Fees: UNCLE fees associated with ACH Entries are shown on the current version of the UNCLE Business Account Fee Schedule.
  4. Changes in Terms: UNCLE can change the terms of this Agreement at any time by providing any advance notice required by law. Member’s continued use of UNCLE ACH origination services after the effective date of the change constitutes Member’s acceptance of and agreement to the change.
  5. Cooperation: Member agrees to provide cooperation reasonably requested by UNCLE to recover from any third party believed to be responsible any losses associated with services to Member under this Agreement for which UNCLE is held responsible.
  6. Termination: Either party may terminate this Agreement by five days’ written notice to the other. Termination will not affect Entries already submitted to UNCLE or transmitted to the ACH Operator or relieve Member of any financial obligations to UNCLE arising out of Entries submitted prior to termination. UNCLE may terminate this Agreement immediately if necessary to maintain security or for any other reason not prohibited by law.
  7. No Assignment: Member may not assign its right or delegate its responsibilities under this without UNCLE’s prior written consent, which may be given or withheld at UNCLE’s sole and absolute discretion.
  8. Waiver: UNCLE can waive or delay exercising its rights under this Agreement as to an Entry without waiving tis rights as to any other transaction and without modifying the terms of this Agreement.
  9. Binding Effect: This Agreement will bind and inure to the benefit of the parties’ respective heirs, successors, and assigns.
  10. Headings: Headings are for convenience of reference and shall not be deemed part of or relevant to construing this Agreement.
Severability: If any provision of this Agreement is deemed unenforceable by a tribunal of competent jurisdiction, it shall be modified, if possible, to give effect to the clear intent of the parties, or if such modification is not feasible, deemed omitted, and the remaining provisions shall remain in full force and effect.
By completing the information requested and signing and submitting this Agreement to UNCLE Credit Union (“UNCLE”) in paper or electronic form, I confirm that (1) I am an authorized representative of the Member and authorized to execute this Agreement on behalf of the Member and bind the Member to its terms, (2) Member requests to become an ACH Originator, (3)  if approved as an ACH Originator, Member authorizes UNCLE to act as Member’s Originating Depository Financial Institution for purposes of ACH Origination and (4) Member agrees that any ACH Origination services provided to Member by UNCLE will be subject to the terms of this Agreement as amended from time to time. 
If this form is submitted electronically, I confirm that I have the necessary equipment to review and retain a copy of this Agreement.

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