AUTOMATED CLEARING HOUSE (ACH) CREDIT AND DEBIT ENTRY AGREEMENT

Lake Shore Savings Bank

Last updated April 23, 2021

To induce Lake Shore Savings Bank, a federal savings bank having its chief executive office at 128 East 4th Street, Dunkirk, NY 14048, (the “Bank”) to provide Automated Clearing House (“ACH”) credit and debit entry services to the legal entity (including sole proprietors) identified on the registration page (the “Company”), and for other valuable consideration, the receipt of which is acknowledged, the Company agrees with the Bank as follows:

  1. Definitions. In this Agreement:
    1. The “Rules” means at any time collectively (i) the Operating Rules of the National Automated Clearing House Association in effect at such time and (ii) the Operating Rules of the Electronic Payments Network in effect at such time; 
    2. Entry” (i) has the meaning given it for purposes of the Rules and (ii) also means any information received by the Bank for use in preparing any order or request that would constitute an “Entry” for purposes of the Rules; 
    3. On Us Entry” means (i) any order or request relating to an account maintained at the Bank that would constitute an “Entry” for purposes of the Rules if it related to an account maintained at another financial institution and was transmitted to such other financial institution by the Bank pursuant to the Rules and (ii) any information received by the Bank for use in preparing any such order or request (other than Entry, each capitalized term not defined in this Agreement but given a meaning for purposes of the Rules has such meaning not only with respect to any Entry but also with respect to any On Us Entry); 
    4. Request” means any order or request, whether or not constituting an Entry or On Us Entry, seeking (i) the adjustment, amendment, cancellation, correction, recall, return or reversal of any Entry, On Us Entry or File or (ii) the stopping of payment or posting of any Entry or On Us Entry; 
    5. Third Party Processor” means any Person that is now or hereafter acting for the purpose of processing and transmitting to the Bank any Entry, On Us Entry, File or Request on behalf of the Company; 
    6. Operating Procedure” means any operating procedure for automated clearing house transactions heretofore or hereafter established by the Bank and heretofore or hereafter communicated to the Company by the Bank; 
    7. Security Procedure” means any prenotification or other security procedure heretofore or hereafter established to verify that any Entry, On Us Entry, File or Request purportedly from the Company or any Third Party Processor acting on behalf of the Company is from the Company or such Third Party Processor;
       
    8. Deposit Account” means any deposit account now or hereafter maintained at the Bank by the Company and identified on Schedule A attached to and made a part of this Agreement or otherwise identified by the Company to the Bank in a manner satisfactory to the Bank as a deposit account for purposes of this Agreement; 
    9. Chargeback Account” means (i) any deposit account now or hereafter maintained at the Bank by the Company and identified on Schedule B attached to and made a part of this Agreement or otherwise identified by the Company to the Bank in a manner satisfactory to the Bank as the chargeback account for purposes of this Agreement or (ii) if no such deposit account is so identified, any Deposit Account; and 
    10. Business Day” means any day on which the Bank is open to the public for the purpose of carrying on substantially all of its business other than a Saturday, Sunday or federal holiday. 
  2. Obligations of Company. The Company shall: 
    1. Not transmit, or allow any Third Party Processor acting on behalf of the Company to transmit, any Entry, On Us Entry, File or Request to the Bank until (i) the Company has been notified by the Bank after the execution and delivery to the Bank by the Company of this Agreement that the Bank is prepared to accept Entries, On Us Entries, Files and Requests from the Company or such Third Party Processor for processing and (ii) the Company or such Third Party Processor has complied with each applicable specification as to content, manner, format, place or timing of transmission to the Bank by the Company of prenotification thereof (A) set forth in any applicable Operating Procedure or otherwise imposed by the Bank, (B) set forth in any applicable provision of the Rules or (C) set forth in applicable law; 
    2. Comply, and cause each Third Party Processor to comply, with each restriction on the transmission of any Entry, On Us Entry, File or Request (including, but not limited to, any restriction on the transmission of any type of Entry, On Us Entry, File or Request) to the Bank by the Company or any Third Party Processor acting on behalf of the Company (i) set forth on Schedule C attached to and made a part of this Agreement, (ii) set forth in any applicable Operating Procedure or otherwise imposed by the Bank, (iii) set forth in any applicable provision of the Rules or (iv) set forth in applicable law; 
    3. Cause Entries, On Us Entries, Files and Requests transmitted to the Bank by the Company or any Third Party Processor acting on behalf of the Company to be accompanied by a request for processing thereof that is in a form specified by the Bank and is executed or authorized by an individual designated in a designation of authorized signers approved by the Bank; 
    4. With respect to each Entry, On Us Entry, File or Request transmitted to the Bank by the Company or any Third Party Processor acting on behalf of the Company, comply with, and assure that such Third Party Processor complies with, each applicable specification as to content, manner, format, place or timing of transmission thereof to the Bank by the Company or such Third Party Processor (including, but not limited to, any specification as to amount either singly or in aggregate, a cut-off time for receipt by the Bank on a Business Day, a number of Business Days for receipt by the Bank prior to any effective date of entry or, in the case of a particular manner or format of transmission, conditions to be satisfied for receipt by the Bank to be deemed to have occurred) (i) set forth in any applicable Operating Procedure or otherwise imposed by the Bank, (ii) set forth in any applicable provision of the Rules or (iii) set forth in applicable law; 
    5. Insofar as the Rules apply to an Originator, be bound by and comply with the Rules as though the Rules applied to On Us Entries as well as Entries; 
    6. Be bound by any Request from the Company or any Third Party Processor acting on behalf of the Company honored by the Bank, whether or not the Bank was obligated to honor such Request; 
    7. (i) Comply with, and assure that each Third Party Processor acting on behalf of the Company complies with, each applicable Operating Procedure and Security Procedure, (ii) keep confidential, assure that each such Third Party Processor keeps confidential, and establish and maintain, and assure that each such Third Party Processor establishes and maintains, procedures to keep confidential, all information relating to any Operating Procedure or Security Procedure, (iii) not reveal any such information, assure that each such Third Party Processor does not reveal any such information, and establish and maintain, and assure that each such Third Party Processor establishes and maintains, procedures to assure that no such information is revealed, to any Person not authorized to act on behalf of the Company or any such Third Party Processor in transmitting any Entry, On Us Entry, File or Request to the Bank and (iv) notify the Bank of any unauthorized disclosure or use of any such information; 
    8. Whether or not the Bank complies with any applicable Security Procedure, treat as effective, and pay to the Bank, as required by any applicable Operating Procedure or otherwise required by the Bank, the amount of (i) any Credit Entry authorized or transmitted to the Bank by the Company or any Third Party Processor acting on behalf of the Company and transmitted by the Bank, whether or not such Credit Entry was erroneous in any respect and whether or not any such error would have been detected had the Bank complied with such Security Procedure, (including, but not limited to, any such Credit Entry that identifies the intended Receiver with respect thereto correctly by name but incorrectly by account number and, on the basis of such account number, is credited to an account other than that intended by the Company to be credited), (ii) any On Us Entry authorized or transmitted to the Bank by the Company or any such Third Party Processor and credited by the Bank to an account at the Bank, whether or not such On Us Entry was erroneous in any respect and whether or not any such error would have been detected had the Bank complied with such Security Procedure, (including, but not limited to, any such On Us Entry that identifies the intended Receiver with respect thereto correctly by name but incorrectly by account number and, on the basis of such account number, is credited to an account other than that intended by the Company to be credited), (iii) any Debit Entry authorized or transmitted to the Bank by the Company or any such Third Party Processor, transmitted by the Bank and accepted by the Bank upon the return thereof, whether or not such Debit Entry was erroneous in any respect and whether or not any such error would have been detected had the Bank complied with such Security Procedure, and (iv) any On Us Entry authorized or transmitted to the Bank by the Company or any such Third Party Processor, debited by the Bank to an account at the Bank and thereafter credited by the Bank to such account, whether or not such On Us Entry was erroneous in any respect and whether or not any such error would have been detected had the Bank complied with such Security Procedure; 
    9. If the Bank complies with any applicable Security Procedure, treat as effective, and pay to the Bank, at the time and otherwise as required by any applicable Operating Procedure or otherwise required by the Bank, the amount of (i) any Credit Entry purportedly from the Company or any Third Party Processor acting on behalf of the Company and transmitted by the Bank in good faith, whether or not the Company or such Third Party Processor authorized or transmitted to the Bank such Credit Entry, and (ii) any On Us Entry purportedly from the Company or any Third Party Processor acting on behalf of the Company and credited by the Bank to an account at the Bank in good faith, whether or not the Company or such Third Party Processor authorized or transmitted to the Bank such On Us Entry; 
    10. (i) Pay to the Bank, as required by any applicable Operating Procedure or otherwise required by the Bank, each fee imposed by the Bank in connection with any Entry, On Us Entry, File or Request purportedly from the Company or any Third Party Processor acting on behalf of the Company, whether or not (A) set forth in any applicable Operating Procedure or (B) otherwise heretofore or hereafter communicated to the Company by the Bank, and (ii) pay, as required by applicable law, each sales, use, excise, value added, utility and similar tax imposed in connection with any such fee; 
    11. Maintain in any Deposit Account, as required by any applicable Operating Procedure or otherwise required by the Bank, collected funds sufficient to pay any amount payable to the Bank by the Company pursuant to this Agreement; 
    12. Maintain in any Chargeback Account, as required by any applicable Operating Procedure or otherwise required by the Bank, collected funds sufficient to cover the amount of any Entry or On Us Entry that was previously debited to any Deposit Account and is returned; 
    13. (i) Obtain each consent and authorization required for any Entry or On Us Entry transmitted to the Bank by the Company or any Third Party Processor acting on behalf of the Company by (A) any applicable Operating Procedure or any requirement otherwise imposed by the Bank, (B) any applicable provision of the Rules or (C) applicable law (including, but not limited to, the Electronic Funds Transfer Act and Regulation E of the Board of Governors of the Federal Reserve System) and (ii) retain each such consent and authorization for at least two years after the date of expiration thereof or for not less than any longer period required by any applicable Operating Procedure or otherwise required by the Bank; 
    14. (i) Retain, for at least one year after the date of transmission to the Bank by the Company or any Third Party Processor acting on behalf of the Company or for not less than any longer period required by any applicable Operating Procedure or otherwise required by the Bank, and retain otherwise as required by any applicable Operating Procedure or otherwise required by the Bank, documentation relating to each Entry and On Us Entry transmitted to the Bank by the Company or such Third Party Processor and information adequate to permit the remaking of any such Entry or On Us Entry and (ii) provide such documentation and information to the Bank upon the request of the Bank; 
    15. Indemnify the Bank and each officer, employee and other agent of the Bank on demand against each liability, cost and expense (including, but not limited to, fines and penalties and, if the Bank or such officer, employee or other agent retains counsel for advice, litigation or any other purpose, reasonable attorneys’ fees and disbursements) imposed on, incurred by or asserted against the Bank or such officer, employee or other agent as a direct or indirect result of, as determined by the Bank in the sole discretion of the Bank, (i) with respect to any Entry, On Us Entry, File or Request transmitted to the Bank by the Company or any Third Party Processor acting on behalf of the Company, any information provided or not provided to the Bank by the Company or any such Third Party Processor, any knowledge possessed or not possessed by the Company or any such Third Party Processor, any action taken or not taken by the Company, any such Third Party Processor or any other Person other than the Bank (including, but not limited to, any Federal Reserve Bank, Automated Clearing House Operator, Participating Depository Financial Institution, Receiver or entity providing transmission, communication or computer services), any authorization for such Entry, On Us Entry, File or Request or any other matter relating to the Company or any such Third Party Processor, (ii) any honoring by the Bank of any Request, (iii) any failure of the Company to perform any obligation of the Company pursuant to this Agreement or any agreement with the Bank relating to the use by the Company of the services of any Third Party Processor, (iv) any failure of any Third Party Processor to perform any obligation of such Third Party Processor pursuant to any agreement with the Bank relating to the provision to the Company by such Third Party Processor of services in connection with the processing or transmission to the Bank of any Entry, On Us Entry, File or Request or (v) any representation or warranty made or deemed to be made to the Bank by the Company pursuant to this Agreement being at any time alleged to have been false or misleading in any respect; 
    16. Not use the services of any Third Party Processor in connection with the processing or transmission to the Bank of any Entry, On Us Entry, File or Request unless there is in full force and effect a written agreement among the Bank, the Company and such Third Party Processor, or between the Bank and such Third Party Processor, as to the obligations of such Third Party Processor; 
    17. Comply, and, promptly upon the request of the Bank, take or cause to be taken each action that the Bank deems necessary or desirable in the sole discretion of the Bank to assure compliance by the Bank, the Company or any Third Party Processor acting on behalf of the Company, with applicable law or any guideline or program of any court, agency or other governmental body (including, but not limited to, the Electronic Funds Transfer Act, any regulation of the Office of Foreign Assets Control of the United States Department of the Treasury, Regulation E or any other regulation of the Board of Governors of the Federal Reserve System and any risk control or other guideline or program of such Board of Governors); 
    18. Except to the extent prohibited by applicable law, undertake reasonable efforts to cooperate with the Bank in minimizing any loss, or pursuing any claim against, or defending against any claim by, any third party, in the event that the Bank may be liable in connection with any Entry, On Us Entry, File or Request transmitted to the Bank by the Company or any Third Party Processor acting on behalf of the Company; 
    19. Allow the Bank to audit the compliance of the Company and any Third Party Processor with this Agreement, the Rules and each Operating Procedure and Security Procedure; and 
    20. Furnish to the Bank all information with respect to the business or financial condition of the Company (including, but not limited to, financial statements prepared in a form satisfactory to the Bank and, if requested by the Bank, audited, reviewed or compiled by an independent certified public accountant satisfactory to the Bank) that the Bank deems relevant in the sole discretion of the Bank. 
  3. Limitations on Obligations, Liabilities and Other Responsibilities of Bank
    1. The Bank may, but shall not be obligated to, and shall not incur any liability to the Company for failing to:
      1. Accept for processing, process or transmit any Entry, On Us Entry, File or Request from the Company or any Third Party Processor acting on behalf of the Company if such Entry, On Us Entry, File or Request (A) does not meet with each applicable specification as to content, manner, format, place or timing of transmission thereof to the Bank by the Company or such Third Party Processor (including, but not limited to, any specification as to amount either singly or in aggregate, a cut-off time for receipt by the Bank on a Business Day, a number of Business Days for receipt by the Bank prior to any effective date of entry or, in the case of a particular manner or format of transmission, conditions to be satisfied for receipt by the Bank to be deemed to have occurred) (I) set forth in any applicable Operating Procedure or otherwise imposed by the Bank, (II) set forth in any applicable provision of the Rules or (III) set forth in applicable law or (B) is incomplete in any respect; 
      2. Accept for processing, process or transmit any File if the Deposit Account to which Entries and On Us Entries included in such File are to be debited does not have available for withdrawal therefrom funds sufficient to cover all such Entries and On Us Entries; 
      3. Reject any Entry, On Us Entry, File or Request from the Company or any Third Party Processor acting on behalf of the Company that the Bank has accepted for processing if the Bank would not have been required to accept such Entry, On Us Entry, File or Request for processing; 
      4. Pending the debiting to any Deposit Account of any Entry or On Us Entry accepted by the Bank for processing and to be debited to such Deposit Account, place an administrative hold on such Deposit Account for the amount of such Entry or On Us Entry; 
      5. Debit to any Deposit Account or Chargeback Account or any other deposit account now or hereafter maintained at the Bank by the Company, whether open in the name of the Company alone or otherwise, any amount due to the Bank by the Company pursuant to this Agreement; 
      6. (A) Establish any Security Procedure, (B) monitor such Security Procedure and (C) report any possible breach of such Security Procedure to the Company; 
      7. Verify that any Entry, On Us Entry, File or Request purportedly from the Company or any Third Party Processor acting on behalf of the Company is from the Company or such Third Party Processor; 
      8. Notwithstanding any Security Procedure, treat as effective, and act or rely on, (A) any written notice, instruction or other communication believed by the Bank in good faith to be genuine and to have been signed by an authorized representative of the Company or any Third Party Processor acting on behalf of the Company if the Bank compares the signature purported to be the signature of such authorized representative on such written notice, instruction or other communication to any signature of such authorized representative certified to the Bank to the satisfaction of the Bank other than by such authorized representative and, based on such comparison, believes the signature of such authorized representative on such written notice, instruction or other communication to be genuine and (B) any other notice, instruction or other communication believed by the Bank in good faith to be genuine and to have been given by an authorized representative of the Company or any such Third Party Processor; 
      9. Record by any electronic or other means any telephonic or other transmission of any notice, instruction or other communication purportedly from or to the Company or any Third Party Processor acting on behalf of the Company with respect to any matter; or 
      10. Except as required by (A) any applicable Operating Procedure or Security Procedure, (B) any applicable provision of the Rules or (C) to the extent that such requirement is not modified by this Agreement, applicable law: 
        1. Notify the Company or any Third Party Processor acting on behalf of the Company of the failure of the Bank to accept for processing, to process, to transmit or to settle for, or the rejection by the Bank of, any Entry, On Us Entry, File or Request; 
        2. Transmit or settle for any Entry or retransmit any Entry that has been returned; 
        3. Credit or debit the amount of any On Us Entry to the appropriate account of the Receiver with respect to such On Us Entry; 
        4. Honor any Request after the receipt by the Bank of the Entry, On Us Entry, File or Request to which such Request relates; 
        5. Notify the Company or any Third Party Processor acting on behalf of the Company of the return of any Entry or On Us Entry; 
        6. Notify the Company or any Third Party Processor acting on behalf of the Company of any notification of change received by the Bank from any Person other than the Company and such Third Party Processor with respect to any Entry or On Us Entry transmitted to the Bank by the Company or such Third Party Processor; 
        7. Credit or debit to any Chargeback Account the amount of any Entry or On Us Entry that was previously debited or credited to any Deposit Account and is returned; 
        8. Act or rely on any notice, instruction or other communication from, or provide any notice to, the Company, any Third Party Processor acting on behalf of the Company or any other Person with respect to any matter; or 
        9. Perform any service or otherwise take or not take any action not expressly provided for in this Agreement. 
    2. In taking or not taking any action with respect to any Entry, On Us Entry, File or Request transmitted to the Bank by the Company or any Third Party Processor acting on behalf of the Company, the Bank may, but shall not be obligated to, rely solely on any information, representation or warranty provided or made by the Company or such Third Party Processor with respect thereto, whether pursuant to this Agreement or the Rules or otherwise, but shall not be responsible for the accuracy or completeness of such information, representation or warranty. 
    3. In taking or not taking any action with respect to any Entry, On Us Entry, File or Request transmitted to the Bank by the Company or any Third Party Processor acting on behalf of the Company, neither the Company nor such Third Party Processor nor any other Person other than the Bank (including, but not limited to, any Federal Reserve Bank, Automated Clearing House Operator, Participating Depository Financial Institution, Receiver or entity providing transmission, communication or computer services) shall be deemed to be an agent of the Bank, and the Bank shall not be liable for the taking or not taking of any such action by the Company, such Third Party Processor or such other Person (including, but not limited to, the authorization or transmittal by the Company of any Entry, On Us Entry, File or Request and the return of any Entry by any Participating Depository Financial Institution or Receiver). 
    4. The Bank shall not be liable for any loss (including, but not limited to, loss of interest) incurred by the Company as a direct or indirect result of any action taken or not taken by the Bank with respect to any Entry or On Us Entry transmitted to the Bank by the Company or any Third Party Processor acting on behalf of the Company that is reflected on any statement issued to the Company by the Bank with respect to any Deposit Account or Chargeback Account or any other deposit account now or hereafter maintained at the Bank by the Company, whether open in the name of the Company alone or otherwise, unless the Bank receives from the Company a written notice of error by the Bank with respect to such Entry or On Us Entry no later than the lesser of (i) 90 days after the date of the first such statement on which such Entry or On Us Entry is reflected or (ii) the end of any shorter period for such receipt of such notice provided in any agreement between the Bank and the Company other than this Agreement. 
    5. THE BANK DOES NOT MAKE, EXCEPT TO THE MINIMUM EXTENT REQUIRED BY APPLICABLE LAW TO THE EXTENT THAT SUCH REQUIREMENT IS NOT MODIFIED BY THIS AGREEMENT, AND THE BANK EXPRESSLY DISCLAIMS, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, ANY EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTY OF ANY KIND CONCERNING ANY SERVICE TO BE PROVIDED BY THE BANK WITH RESPECT TO ANY ENTRY, ON US ENTRY, FILE OR REQUEST TRANSMITTED TO THE BANK BY THE COMPANY OR ANY THIRD PARTY PROCESSOR ACTING ON BEHALF OF THE COMPANY
    6. EXCEPT TO THE MINIMUM EXTENT REQUIRED BY APPLICABLE LAW TO THE EXTENT THAT SUCH REQUIREMENT IS NOT MODIFIED BY THIS AGREEMENT, IN NO EVENT, IN PROVIDING ANY SERVICE WITH RESPECT TO ANY ENTRY, ON US ENTRY, FILE OR REQUEST TRANSMITTED TO THE BANK BY THE COMPANY OR ANY THIRD PARTY PROCESSOR ACTING ON BEHALF OF THE COMPANY, SHALL THE BANK BE LIABLE FOR: 
      1. ANY DAMAGES NOT RESULTING DIRECTLY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE BANK; 
      2. ANY DAMAGES RESULTING DIRECTLY OR INDIRECTLY FROM (A) ANY FAILURE OF THE COMPANY TO PERFORM ANY OBLIGATION OF THE COMPANY PURSUANT TO THIS AGREEMENT OR ANY AGREEMENT WITH THE BANK RELATING TO THE USE BY THE COMPANY OF THE SERVICES OF ANY THIRD PARTY PROCESSOR OR (B) ANY FAILURE OF ANY THIRD PARTY PROCESSOR TO PERFORM ANY OBLIGATION OF SUCH THIRD PARTY PROCESSOR PURSUANT TO ANY AGREEMENT WITH THE BANK RELATING TO THE PROVISION TO THE COMPANY BY SUCH THIRD PARTY PROCESSOR OF SERVICES IN CONNECTION WITH THE PROCESSING OR TRANSMISSION TO THE BANK OF ANY ENTRY, ON US ENTRY, FILE OR REQUEST; 
      3. ANY DAMAGES (INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE AND EXEMPLARY DAMAGES), WHETHER BASED IN CONTRACT, TORT OR STRICT LIABILITY OR OTHERWISE, IN ADDITION TO ACTUAL DAMAGES, EVEN IF THE BANK IS ADVISED OF OR OTHERWISE KNOWS OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES; 
      4. ANY FAILURE TO TAKE OR DELAY IN TAKING ANY ACTION IF SUCH FAILURE OR DELAY IS DIRECTLY OR INDIRECTLY CAUSED BY ANY EVENT OR CONDITION THAT IS BEYOND THE CONTROL OF THE BANK (INCLUDING, BUT NOT LIMITED TO, ANY FLOOD OR OTHER NATURAL CATASTROPHE, FIRE, RIOT, WAR, TERRORISM, EMBARGO, LABOR DISPUTE, DEFECT IN OR UNAVAILABILITY, FAILURE OR MALFUNCTION OF EQUIPMENT OR SOFTWARE, UNAVAILABILITY, FAILURE, MALFUNCTION OR INTERRUPTION OF ANY COMPUTER SERVICE OR INTERNET SITE OR ANY TELEPHONE, INTERNET ACCESS, ELECTRONIC OR OTHER MAIL, COURIER OR OTHER TRANSMISSION OR COMMUNICATION SERVICE, SUSPENSION OF PAYMENTS BY ANY OTHER PARTICIPATING DEPOSITORY FINANCIAL INSTITUTION OR ANY OPERATOR OF ANY AUTOMATED CLEARING HOUSE OR ACTION OR INACTION OF ANY COURT, AGENCY OR OTHER GOVERNMENTAL BODY OR ANY BANKING OR PAYMENT SYSTEM); 
      5. ANY FAILURE TO TAKE OR DELAY IN TAKING ANY ACTION IF THE TAKING OF SUCH ACTION WOULD, IN THE REASONABLE JUDGMENT OF THE BANK, DIRECTLY OR INDIRECTLY RESULT IN A VIOLATION BY THE BANK OF APPLICABLE LAW, ANY GUIDELINE OR PROGRAM OF ANY COURT, AGENCY OR OTHER GOVERNMENTAL BODY OR ANY LIMITATION OR OTHER RESTRICTION ESTABLISHED PURSUANT TO ANY SUCH GUIDELINE OR PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY REGULATION OF THE OFFICE OF FOREIGN ASSETS CONTROL OF THE UNITED STATES DEPARTMENT OF THE TREASURY, ANY RISK CONTROL OR OTHER GUIDELINE OR PROGRAM OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM AND ANY LIMITATION ON THE INTRA-DAY NET FUNDS POSITION OF THE BANK ESTABLISHED PURSUANT TO ANY SUCH GUIDELINE OR PROGRAM OF SUCH BOARD OF GOVERNORS); OR 
      6. ANY FAILURE TO TAKE OR DELAY IN TAKING ANY ACTION IF SUCH FAILURE OR DELAY WOULD BE EXCUSED BY, OR BY THE REQUIREMENT OF COMPLIANCE WITH, (A) ANY APPLICABLE PROVISION OF THE RULES OR (B) APPLICABLE LAW OR ANY GUIDELINE OR PROGRAM OF ANY COURT, AGENCY OR OTHER GOVERNMENTAL BODY (INCLUDING, BUT NOT LIMITED TO, ANY REGULATION OF THE OFFICE OF FOREIGN ASSETS CONTROL OF THE UNITED STATES DEPARTMENT OF THE TREASURY AND ANY RISK CONTROL OR OTHER GUIDELINE OR PROGRAM OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM)
  4. Obligations of Third Party Processor; Limitations on Obligations, Liabilities and Other Responsibilities of Bank; Rights and Remedies of Bank. No obligation of the Company pursuant to this Agreement, no limitation on any obligation, liability or other responsibility of the Bank set forth in this Agreement and no right or remedy of the Bank pursuant to this Agreement or arising or accruing as a result of this Agreement shall be impaired or otherwise adversely affected by, and the Bank shall not have any obligation, liability or other responsibility to the Company by virtue of, (a) the existence, or any provision, of any agreement among the Bank, the Company and any Third Party Processor or between the Bank and any Third Party Processor, (b) any Third Party Processor’s now or hereafter acting for the purpose of processing and transmitting to the Bank any Entry, On Us Entry, File or Request on behalf of the Company or (c) any action taken or not taken by any Third Party Processor in processing or transmitting to the Bank any Entry, On Us Entry, File or Request on behalf of the Company. 
  5. Representations and Warranties with Respect to Entries, On Us Entries, Files and Requests. By transmitting, or allowing any Third Party Processor to transmit, to the Bank any Entry, On Us Entry, File or Request, the Company shall be deemed to represent and warrant to the Bank as follows: 
    1. Such Entry, On Us Entry, File or Request conforms to each applicable requirement (i) set forth in any applicable Operating Procedure or otherwise imposed by the Bank, (ii) set forth in any applicable provision of the Rules or (iii) set forth in applicable law (including, but not limited to, any regulation of the Office of Foreign Assets Control of the United States Department of the Treasury); 
    2. The Company is not, and will not in the future be, acting on behalf of, or transmitting funds to or from, any party subject to any economic sanction imposed by the Office of Foreign Assets Control of the United States Department of the Treasury; 
    3. At the time the Bank transmits such Entry, On Us Entry, File or Request, each representation and warranty deemed made by the Bank pursuant to the Rules with respect to such Entry, On Us Entry, File or Request shall be true and correct insofar as such representation and warranty relates to the Company or such Third Party Processor, any information provided or not provided to the Bank by the Company or such Third Party Processor, any knowledge possessed or not possessed by the Company or such Third Party Processor, any action taken or not taken by the Company or such Third Party Processor, any authorization for such Entry, On Us Entry, File or Request or any other matter relating to the Company or such Third Party Processor; and 
    4. At any time the Bank transmits, or credits or debits any account at the Bank for, such Entry, On Us Entry, File or Request, the Company or such Third Party Processor will have performed each applicable obligation of the Originator of such Entry, On Us Entry, File or Request pursuant to (i) any applicable Operating Procedure or any other requirement imposed by the Bank, (ii) any applicable provision of the Rules or (iii) applicable law. 

      For purposes of any representation or warranty deemed made to the Bank by the Company pursuant to this Section 5, the Rules shall be deemed to apply to On Us Entries as well as Entries.
  6. Other Representations and Warranties. The Company represents and warrants to the Bank that the execution, delivery to the Bank and performance of this Agreement by the Company (a) do not and will not violate applicable law, any judgment or order of any court, agency or other governmental body by which the Company is bound or any certificate or articles of incorporation, by-laws, operating or partnership agreement or other charter, organizational or other governing document of the Company or any resolution or other action of record of any shareholders, members, directors or managers of the Company, (b) do not and will not violate or constitute any default under any agreement or instrument by which the Company is bound, (c) are in furtherance of the purposes and within the power and authority of the Company and (d) do not and will not require any authorization of, notice to or other act by or relating to any Person (including, but not limited to, any shareholder, member, director or manager of the Company) that has not been duly obtained, given or done and is not in full force and effect. 
  7. Modification, Termination and Suspension
    1. This Agreement or any Operating Procedure or Security Procedure may be modified, terminated or suspended by the Bank at any time (including, but not limited to, because of any failure of the Company to comply with the Rules or any act or omission to act of the Company that causes a failure of the Bank to comply with the Rules) by a notice by the Bank to the Company of such modification, termination or suspension. Such modification, termination or suspension shall become effective immediately upon the giving of such notice by the Bank unless such notice specifies a later time for its becoming effective. 
    2. This Agreement may be terminated by the Company at any time, but such termination shall not become effective until (i) a written notice thereof is received by an officer of the Bank at the chief executive office of the Bank and (ii) a reasonable period of time for the Bank to act upon such notice has expired. 
    3. No modification or suspension of this Agreement by the Bank or termination of this Agreement by the Bank or the Company shall impair or otherwise adversely affect any obligation of the Company pursuant to this Agreement, any limitation on any obligation, liability or other responsibility of the Bank set forth in this Agreement or any right or remedy of the Bank pursuant to this Agreement or arising or accruing as a result of this Agreement, whether such obligation, limitation, right or remedy has theretofore arisen or thereafter arises and whether or not such obligation, limitation, right or remedy relates to any Entry, On Us Entry, File or Request theretofore or thereafter transmitted to the Bank by the Company or any Third Party Processor acting on behalf of the Company. 
  8. Notices.
    1. Except as provided otherwise in any Operating Procedure or Security Procedure, each notice and other communication by the Bank to the Company relating to this Agreement (i) may be given orally, in writing or by facsimile or electronic mail, (ii) if given in writing, may be directed to the Company at the last address of the Company shown in the records of the Bank relating to this Agreement, (iii) if sent by mail or overnight courier service, shall be deemed to have been given when deposited in the mail, first-class or certified postage prepaid, or accepted by any post office or overnight courier service for delivery and to have been received by the Company upon the earlier of (A) the actual receipt thereof or (B) three days after being so deposited or accepted, (iv) if given by facsimile, may be directed to the Company at the last telephone number for receipt of facsimiles by the Company shown in the records of the Bank relating to this Agreement and (v) if given by electronic mail, may be directed to the Company at the last electronic mail address of the Company shown in such records. 
    2. Except as provided otherwise in any Operating Procedure or Security Procedure, each notice and other communication by the Company to the Bank (i) shall be in writing and (ii) shall be deemed to have been given only when actually received by an officer of the Bank at the chief executive office of the Bank. 
  9. Additional Provisions. 
    1. The Company authorizes the Bank to obtain and verify any information, including, but not limited to, any credit report, with respect to the Company that the Bank deems relevant in the sole discretion of the Bank. 
    2. The Company acknowledges that (i) the purpose of any Security Procedure is to verify the authenticity of an Entry, On Us Entry, File or Request transmitted to the Bank by the Company or any Third Party Processor acting on behalf of the Company and not to detect any error with respect thereto and (ii) no procedure for the detection of any such error has been agreed upon by the Bank and the Company. 
    3. The Company acknowledges that each Entry, On Us Entry, File and Request transmitted to the Bank by the Company or any Third Party Processor acting on behalf of the Company must comply with federal law (including, but not limited to, any regulation of and economic sanction administered by the Office of Foreign Assets Control of the United States Department of the Treasury). 
    4. The Company acknowledges that (i) the Bank has offered to the Company a Security Procedure that is commercially reasonable for the Company and (ii) if the Company has refused such Security Procedure, the Company has chosen another Security Procedure and shall be bound by any Entry or On Us Entry purportedly from the Company or any Third Party Processor acting on behalf of the Company and accepted by the Bank in compliance with such Security Procedure chosen by the Company, whether or not the Company or such Third Party Processor authorized or transmitted to the Bank such Entry or On Us Entry. 
    5. The Company assumes all risks of loss to the Company resulting from the use by the Company or any Third Party Processor acting on behalf of the Company of any equipment or service (including, but not limited to, any facsimile equipment or courier service) to transmit any Entry, On Us Entry, File or Request to the Bank. 
    6. Any interest for which the Bank is liable as a direct or indirect result of any action taken or not taken by the Bank with respect to any Entry or On Us Entry transmitted to the Bank by the Company or any Third Party Processor acting on behalf of the Company shall be calculated by using a rate equal to the average federal funds rate at the Federal Reserve Bank of New York for the period for which the Bank is liable for such interest.
    7. The Bank may, but shall not be obligated to, place an administrative hold on, and set off against each obligation of the Company pursuant to this Agreement, each obligation of the Bank in any capacity to, in any capacity and whether alone or otherwise, the Company, whether or not then due and whether pursuant to any deposit account or otherwise. Such setoff shall become effective at the time the Bank opts therefor even though evidence thereof is not entered in the records of the Bank until later. 
    8. Each record used or maintained by the Bank in connection with any Entry, On Us Entry, File or Request transmitted to the Bank by the Company or any Third Party Processor acting on behalf of the Company and each Operating Procedure and Security Procedure is and shall remain the property of the Bank. 
    9. This Agreement shall be binding upon the Company and each direct or indirect successor and assignee of the Company, shall inure solely to the benefit of and be enforceable solely by the Bank and each direct or indirect successor and assignee of the Bank and shall not inure to the benefit of or be enforceable by any other Person. 
    10. The Company may not assign or otherwise transfer any right or obligation of the Company pursuant to this Agreement without the prior written consent of the Bank, and any such assignment or other transfer without such prior written consent shall be void. 
    11. This Agreement contains the entire agreement between the Bank and the Company with respect to the subject matter of this Agreement and supersedes each action heretofore taken or not taken, each course of conduct heretofore pursued, accepted or acquiesced in, and each oral, written or other agreement and representation heretofore made, by or on behalf of the Bank with respect thereto. No action heretofore or hereafter taken or not taken, no course of conduct heretofore or hereafter pursued, accepted or acquiesced in, no oral, written or other agreement or representation heretofore made, and no agreement or representation hereafter made other than in writing, by or on behalf of the Bank shall modify or terminate this Agreement, impair or otherwise adversely affect any obligation of the Company pursuant to this Agreement, any limitation on any obligation, liability or other responsibility of the Bank set forth in this Agreement or any right or remedy of the Bank pursuant to this Agreement or arising or accruing as a result of this Agreement or operate as a waiver of any such right or remedy. No modification of this Agreement or waiver of any such right or remedy shall be effective unless made in a writing duly executed by the Bank and specifically referring to such modification or waiver. 
    12. All rights and remedies of the Bank pursuant to this Agreement or arising as a result of this Agreement shall be cumulative, and no such right or remedy shall be exclusive of any other such right or remedy. 
    13. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. If, however, any such provision shall be prohibited by or invalid under such law, it shall be deemed modified to conform to the minimum requirements of such law, or, if for any reason it is not deemed so modified, it shall be prohibited or invalid only to the extent of such prohibition or invalidity without the remainder thereof or any other such provision being prohibited or invalid. 
    14. This Agreement shall be governed by and construed, interpreted and enforced in accordance with, to the extent applicable, federal law and, to the extent that federal law is inapplicable, the law of the State of New York without regard to the law of any other jurisdiction. 
    15. In this Agreement, headings of sections are for convenience of reference only and have no substantive effect. 
  10. WAIVER OF TRIAL BY JURYTHE COMPANY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES EACH RIGHT THE COMPANY HAS TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION OR OTHER LEGAL PROCEEDING, WHETHER BASED ON ANY CONTRACT OR NEGLIGENT, INTENTIONAL OR OTHER TORT OR OTHERWISE, ARISING OUT OF OR OTHERWISE RELATING TO (a) THIS AGREEMENT OR ANY ENTRY, ON US ENTRY, FILE OR REQUEST TRANSMITTED TO THE BANK BY THE COMPANY OR ANY THIRD PARTY PROCESSOR ACTING ON BEHALF OF THE COMPANY, (b) ANY TRANSACTION ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT OR ANY SUCH ENTRY, ON US ENTRY, FILE OR REQUEST OR (c) ANY NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT

NOTICE REGARDING CREDIT ENTRIES SUBJECT TO ARTICLE 4A

Credit Entries transmitted to the Bank by the Company or any Third Party Processor acting on behalf of the Company or otherwise and subject to Article 4A of the Uniform Commercial Code may be transmitted through an automated clearing house. The rights and obligations of the Company with respect to any such Credit Entry shall be governed by and construed, interpreted and enforced in accordance with the law of the State of New York and the federal law of the United States without regard to the law of any other jurisdiction. Any credit for any such Credit Entry given to the Receiver with respect thereto by the Receiving Depository Financial Institution with respect thereto shall be provisional until such Receiving Depository Financial Institution has received final settlement with respect thereto through a Federal Reserve Bank or otherwise has received payment with respect thereto as provided for in Section 4A-403(1) of Article 4A of the Uniform Commercial Code. If such Receiving Depository Financial Institution does not receive such final settlement or other payment, such Receiving Depository Financial Institution shall be entitled to a refund from such Receiver of the amount of such credit, and the Company shall not be considered to have paid such amount to such Receiver.

Schedule A

Deposit Account(s)

The Company has authorized the following Account Numbers for ACH transactions:

The bank account(s) identified on the Bank Account Information page.

Schedule B

Chargeback Account

The Company has authorized the following account number for “chargebacks” or returned items:

The bank account(s) identified on the Bank Account Information page.

Schedule C

Restrictions on Origination of Entries, On Us Entries, Files and Requests

The Company is authorized to process the following types of ACH entries in accordance with the ACH Agreement, the Rules and Lake Shore Savings Bank’s Operating Procedures:

CCD (transactions between corporations or commercial accounts).