ACH. If elected in your Order Form, ModernRails shall provide you with Automated Clearing House (“ACH”) services, which shall allow Customer or its Users to originate requests to transmit debit and credit entries according to the NACHA Operating Rules and Guidelines (“NACHA Rules”).

All ACH Services shall be performed in compliance with the NACHA Rules.

Customer acknowledges that it is subject to all obligations of an Originator under the NACHA Rules, including any indemnities, covenants, representations or warranties that are required to be made, given or performed by and comply with all the data retention necessary by an Originator under the NACHA Rules as provided in the Integration Requirements. If needed, you will cooperate with ModernRails to complete any required registrations under the NACHA Rules. Without limiting the foregoing, you shall (a) identify the originator of each Transaction as directed by ModernRails; (b) perform the requirements of an ODFI as defined under the NACHA Rules (to the extent you perform any obligations of an ODFI under the Rules); and (c) indemnify ModernRails for any failure to perform such obligations in accordance with the guidelines ModernRails may have provided you, subject to the terms and conditions applicable to indemnification under the Agreement.

At your cost and expense, you will retain data on file adequate to permit remaking of ACH Entries for thirty(30) days following the date of their transmittal as provided herein and shall provide such data upon request.

Customer understands that NACHA defines, from time to time, certain thresholds or levels for the Unauthorized Return Rate (returns on the basis that the transaction was unauthorized), the Administrative Return Rate (returns for administrative reasons) and the Overall Return Rate (all returns regardless of the cause). Customer shall not exceed ninety-five percent (95%) of such thresholds under any circumstances in any given sixty (60) days period.

In the case that Customer reaches or exceeds ninety-five percent (95%) of any of NACHA’s thresholds, as defined in the Section above, Customer shall provide ModernRails with a written explanation of the reasons for such return rates and the plan of action to reduce the return rate levels. In addition, ModernRails may take one or more of the following actions: (i) require that Customer's use of the ACH Services be subject to periodic ACH volume limitations; (ii) suspend Customer’s use of all or a portion of the ACH Services until Customer has demonstrated that Customer has a reasonable plan for reducing the respective high return rate level; and/or (iii) adjust Customer’s Initial Reserve Requirement.

In case any of Customer’s return rate reaches any of the thresholds defined by NACHA, ModernRails may at any time in its sole discretion cease processing and reject Customer’s entries. Customer agrees that ModernRails shall have no liability to Customer or any User arising from ModernRails’ decision at any time to cease or suspend processing of ACH entries.

Wire Transfer. If elected in your Order Form, ModernRails shall provide services to cause wire transfers to be delivered or executed on behalf of Customer User’s in accordance with Customer’s instruction (“Wire Services”), according to the details of your Specification Sheet.

Customer shall be responsible for ensuring all appropriate and necessary authorizations from Users for purposes of providing the Wire Services and for ensuring compliance with applicable law.

Customer shall implement a dual-control or a Two-Factor Authentication (“2FA”) for Users to create Wire Transfers, as a Security Procedure as defined below, in order to ensure proper authorization for the transaction.Customer understands that this authentication should be implemented in addition to any other Security Procedure used by Users to login into their account.

Customer acknowledges that the Wire Services shall be governed by all applicable operating circulars of any Federal Reserve Bank which may handle any request for Wire Services. To the extent allowed by federal law, use of the Wire Services also shall be subject to the operating rules and other governing documents of the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) or any other funds transfer or advice service or facilitator, and by the laws of any foreign nation having jurisdiction over the Transaction (or any segment thereof, to the extent of that segment only). Customer understand and acknowledges that the SWIFT Wires may have restrictions and the list of countries to and from which ModernRails may make these services available may vary over time, according to ModernRails’ own risk assessment and discretion, and the list of countries to or from which this service is available in any given moment should be updated in the Customer’s Specification Sheet.

ModernRails will not be liable for any loss arising directly or indirectly from its failure to provide Wire Services if a Transaction request would result in violation of any present or future risk control program of the Federal Reserve.

Check. If selected in your Order Form, ModernRails shall provide services to allow for your submission of requests to print, insert and mail checks drawn on funds deposited by your Customer or your Users (“Check Services”).

Customer shall be responsible for ensuring all appropriate and necessary authorizations from Users for purposes of providing the Wire Services and for ensuring compliance with applicable law.

Customer and/or Users will not be permitted to issue checks unless it has sufficient available funds. In the event a check is returned for insufficient funds, Customer shall be liable for all fees charged therefore. In the event a check is lost or returned as undeliverable for any reason, Customer shall be required to issue a new check and shall be responsible for all fees applicable to such reissuance.

Customer shall be responsible for canceling a check payment within two (2) business days from the date that User requested such cancellation to Customer. Customer shall be liable for User losses due to the check not canceled on time and ModernRails may debit such amount from Customer’s Reserve Account.

Card Processing. If elected in your Order Form, ModernRails may provide Customer and Customer Client Users with the ability of processing payments with external credit and debit cards (“Card Processing”), including to fund Users Deposit Accounts in case we are providing you and your Users with Deposit Account Services. Customer shall ensure that it has all the appropriate and necessary authorizations from Users to use Card Processing Services, and Customer shall keep a record of such authorization.

The Parties agree that the card networks supported by this service shall be defined in the Specification Sheet and may be updated from time to time to include additional networks.

Remote Deposit Capture. If elected in your Order Form, ModernRails shall provide you with the Remote Deposit Capture (“RDC”) Service, through which your Users may transmit check images for deposit into their DDA or Savings Accounts.

The Parties agree that RDC transactions shall be settled in one to six business days and that Customer shall be liable for any loss as a consequence of a return of a remotely deposited check that was not endorsed properly for remote deposit only, as provided in the API Documentation.

FedNow Payments. If elected in your Order Form, ModernRails shall enable Customer or Users to originate real-time payment (FedNow”) credit entries via the FedNow System.

Subnet Services. If elected in your Order Form, ModernRails may provide Customer and its Users with virtual account and routing numbers to enable Wire and ACH Services in such Clearing Account.

Customer acknowledges that any Transaction request may be returned by the receiving institution for insufficient funds or other reasons. In the event a Transaction is returned or charged back due to lack of authorization, any attempt by Customer to resubmit such request may be denied or conditioned upon submission of proof of authorization prior to attempting to reprocess such Transaction. All Returns to Customer or Users of a disputed Transaction will remain final unless the receiving institution otherwise accepts proof of authorization and disputed Transaction.

Customer understands and acknowledges that the Returns may take longer depending on the Users.

U.C.C. §4A. For Transactions subject to U.C.C. §4A, ModernRails shall only be liable for damages provided in therein.

Other Transactions. For all other Transactions, except if otherwise provided in the Agreement of this Addendum, ModernRails liability shall be limited to direct damages resulting from ModernRails willful misconduct or gross negligence, and, in any case, shall not exceed: (i) in case of an excessive debit to an account, the amount of the excess plus compensation equivalent to interest; (ii) in case of payment to an account not specified by Customer, the amount of the payment plus compensation equivalent to interest; (iii) in case of any delay in crediting a debit entry to Customer's Account, the amount of compensation equivalent to interest for the period of delay. In any case of compensation payment,such interests shall correspond to the average federal funds rate at the Federal Reserve Bank of New York minus 200 basis points (bps) for the period involved. CUSTOMER ACKNOWLEDGES THAT IN NO EVENT WILL MODERNRAILS BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY, DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR OTHER INTANGIBLE LOSSES INCURRED IN CONNECTION WITH THIS ADDENDUM.

Exclusion of liability. ModernRails shall not be liable, directly or indirectly, in whole or in part, from any act, omission or loss of any kind or nature whatsoever, arising or relating in any way to: (i) an act or failure to act on the part of any person or entity other than ModernRails, (ii) inaccuracy or ambiguity in the data, reports, instructions and Transaction requests transmitted to ModernRails, (iii) reliance by ModernRails on instructions or Transaction requests from persons purporting to be Customer, Users, authorized representatives or agents who initiate Transaction requests, (iv) Customer’s violation of its obligations, representations, or warranties as provided in this Addendum, or (v) a User’s misuse of ModernRails services or violation of applicable laws and regulation.

ModernRails shall comply with the applicable Payment Card Industry Data Security Standards (“PCI DSS”) at all times.

Customer shall at all times comply with applicable data privacy and security requirements under the PCI DSS, as they may be amended from time to time, in the case that Customer collects, uses, accesses, storages, or routes through its servers,certain credit or debit card non-public personal information. If required, Customer shall also register with the appropriate card association. ModernRails may provide Customer with additional requirements related to Customer’s collection, usage, storage or routing of the User Personal Data, as may be defined in your Specification Sheet or further notices, if an update is needed. Customer must provide ModernRails with documentation demonstrating Customer’s PCI compliance upon request. If ModernRails is unable to validate Customer’s PCI compliance, ModernRails may suspend the Card Processing Services provided herein. The Parties also agree that Customer may not need to comply with PCI DSS if Customer does not have access to credit or debit card non-public personal information and routes it from AccelerationCloud APIs directly to the User’s device.

Customer represents that it shall not use, or allow its Users to use, the Transaction Services in a way that may violate the applicable law, or for any illegal purposes. Customer understands that ModernRails may block or lock a User if there is suspicion of illegal or fraudulent activity by such User.

Customer shall provide to Users all the disclosures and information detailed in the Integration Requirements, as well as the disclosures prescribed by applicable law, including, but not limited to, the Unlawful Internet Gambling Enforcement Act of 2006 (Regulation GG), Regulation E (12 C.F.R. §1005) and U.C.C. §4A.

The use of the Transaction Services may be limited by either volume of Transactions or dollar volume, based on risk-based parameters established in your Specification Sheet or otherwise by ModernRails from time to time.

Customer shall comply with all requirements of all applicable state and federal laws, rules, regulations, and orders of any governmental authority, other than laws, rules, regulations, including, but not limited to, applicable state and/or federal registrations related to its services and Application. If Customer is required to obtain any specific license or registration,Customer shall provide ModernRails with a true copy of such license or registration at ModernRails request. In such cases, Customer may also have to complete an additional due diligence informational form.

Customer shall also provide commercially reasonable assistance to ModernRails in recovering an amount of any overpayment for which ModernRails may be liable hereunder.

If Customer is a Money Service Business (“MSB”), Customer shall conduct, no less than once every year, at Customer’s own expense, an independent review and assessment of the anti-money laundering policies, procedures and monitoring systems of Customer with respect to its operations and activities that deem it an MSB. Customer will provide ModernRails a summary of the review upon request.