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HomeMy WebLinkAboutiStream 2021-05-17ΞϮϬϮϭŝ^ƚƌĞĂŵ&ŝŶĂŶĐŝĂů^ĞƌǀŝĐĞƐ͕/ŶĐ͘ůůƌŝŐŚƚƐƌĞƐĞƌǀĞĚ͘1 6\VWHPV'HVLJQ:HVW//&Item Processing Application Entity ID (iStream Use Only) COMPANY INFORMATION Company Name (as shown on tax returns)Company Website Company Name (DBA or Trade Name)Company Phone Number Company Fax Number Physical Street Address of Company Mailing Address (if different from physical address) City State Zip City State Zip County Taxpayer Identification Number Account Display Name (i.e. xyz acct)Comments COMPANY CONTACT (Authorized to make changes to account) Contact Name Contact E-Mail Address Contact Phone Number Contact Fax Number BUSINESS INFORMATION Year of Current Ownership:Year Business Started: Merchandise/Service Sold (primary business activity): Purpose of Transactions (i.e., medical payments): Money Service Business: YES NO Short-term or Payday Lender: YES NO Debt Collector: YES NO Own/Operate ATMs: YES NO Company Privately Owned: YES NO Remotely Created Checks: YES NO Intercompany Transfers: YES NO Seasonal Business: YES NO USERS User First and Last Name User First and Last Name Requested Username Requested Username Phone E-Mail Phone E-Mail BANKING/BILLING INFORMATION (Please attach voided check or bank letter to verify account information) Settlement (Deposits): (Routing Number)(Account Number) Settlement (Returns, Adjustments, Fees, etc.) if different: (Routing Number) (Account Number) Checking Account Savings Account Checking Account Savings Account EXPECTED VOLUME (Estimate the following volumes) Monthly # of items x Average Amount $= Monthly Amount $ Business Items % + Consumer Items % = 100 % Monthly # of Deposits Average Deposit Amount $ Monthly # of Returns Monthly # of Unauthorized Returns Highest Ticket Amount $ City of Ukiah (707) 462-7921 (707) 462-2938 1500 South State St Ukiah CA 95482 Mendocino 94-6000446 City of Ukiah Kathy M Norris knorris@cityofukiah.com (707) 463-6202 (707) 463-6204 Ambulance Services Payments for medical transport services Ashley Forbes, SDW None SDWFinance 360-394-7084 checkscanning@sdwems.co 4 1200 0 0 1131.80 123205054 10604605 Same - NSF only Same - NSF only 5 375 1875 75 25 Reset Form ✔✔✔✔ ✔✔✔✔ ✔✔ COU No. 2021-201 ΞϮϬϮϭŝ^ƚƌĞĂŵ&ŝŶĂŶĐŝĂů^ĞƌǀŝĐĞƐ͕/ŶĐ͘ůůƌŝŐŚƚƐƌĞƐĞƌǀĞĚ͘2 COMPANY ACCEPTANCE: The above business submitting this Application (“Company”) hereby accepts and agrees to the terms and conditions of this Application, and the Item Processing Agreement (IPA). Company represents and warrants to iStream Financial Services, Inc. (“iStream”) and its third party clearing bank (“Bank”) that: (i) this Application and the IPA have been reviewed and are understood in its entirety, (ii) all of the information provided in and for the Application is true and correct, (iii) iStream and Bank are properly authorized to investigate the credit of Company and each person listed on the Application, and (iv) Company has authorized the undersigned to execute this Application and the IPA. Company specifically understands that the IPA shall only become effective upon acceptance of this Application by iStream and Bank and Company’s sub sequent receipt of a processing identification number from iStream. I ACKNOWLEDGE RECEIPT OF A COPY OF THE ITEM PROCESSING AGREEMENT NAME AND SIGNATURE OF SIGNER PRINT NAME SIGNATURE DATE I HEREBY VERIFY THAT THIS APPLICATION HAS BEEN REVIEWED AND EXECUTED BY COMPANY, I VERIFIED THE BUSINESS PREMISES OF THE COMPANY AT THIS ADDRESS, AND THE INFORMATION STATED ABOVE IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE AND BELIEF. VERIFIED AND INSPECTED BY (PRINT NAME)__ SIGNATURE:DATE Certification of Beneficial Owner (s) The information in this certification is sought pursuant to 31 CFR 1020.230. All persons opening an account on behalf of a legal entity must provide the following information: Please complete both Sections I AND II Section I Please provide the following information for an individual(s), if any, who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise owns 25% or more of the equity interests of the legal entity listed on this application. Check here if no individual meets this definition and complete Section II Full Legal Name:Date of Birth:SSN: Address:Percent of Ownership: % Check here if individual in Section 1 above is also a signer on this account. (Attach Additional Sheets for additional owners, if any) Section II Please provide the following information for an individual with significant responsibility for managing or directing the entity, including, an executive officer or senior manager; or any other individual who regularly performs similar functions. Full Legal Name: Date of Birth:SSN: Address: Check here if individual in Section II is also a signer on this account. Kathy M Norris 300 Seminary Ave Ukiah CA 95482 ✔ N/AN/A SAGE SANGIACOMO May 17, 2021 Confidential ©2021 iStream Financial Services, Inc. All rights reserved. SDW Client IPA 020221 1 ITEM PROCESSING AGREEMENT This Item Processing Agreement (“Agreement”) is made by and between iStream Financial Services, Inc., located at 13555 Bishop’s Court, Suite 102, Brookfield, WI 53005 (“iStream”), and the company or entity authorizing this Agreement as identified on the Item Processing Application submitted in connection with this Agreement (“Company”). The “Effective Date” of this Agreement is the date entered under the “Company Acceptance” section of the Item Processing Application. Whereas Company desires to receive, and iStream desires to provide, certain check and other item processing services under the terms of this Agreement in conjunction with other services being received from its contracted third party service provider, Systems Design West, LLC (“SDW”). Now therefore, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, iStream and Company, intending to be legally bound, do hereby agree as follows: Terms and Conditions 1. Start of Services; Fee Notice. A. Start of Services. Company shall provide a fully completed Item Processing Application (“Application”) for iStream’s review. If accepted, iStream agrees to provide the products and services requested by Company therein (“Services”). Company acknowledges that portions of the Services are provided in conjunction with a third party financial institution functioning in part as a clearing and/or settlement agent in performing certain of the Services for iStream (“Clearing Bank”). Company will be notified of an accepted Application, will be assigned a processing identification number by iStream, and can then begin to receive Services. By signing the Application, Company acknowledges and agrees to the terms, and receipt of a copy, of this Agreement, and that the Application is incorporated herein by reference and made a part of this Agreement. B. Fee Notice. Except as provided in Section 8.A., the fees applicable to the Services received by Company (“Fees”, as further defined in Section 8.A.) are currently being paid as part of the services received by Company from SDW. Fees that Company will be responsible for are Fees related to returned items and any related charges or penalties. In the event SDW later terminates the payment of Fees for Company, the terms of Section 8.A. will be applicable to the Services for Company. In such event, Company will be notified in advance and will need to determine whether it desires to pay iStream ’s then-current Fees formerly paid by SDW in order to continue to receive Services. 2. Authorized Users; Scanning and Transmission of Items. A. Authorized Signers and Users. Company shall appoint one or more individuals authorized to execute the Application and deliver to iStream any additional required documents on behalf of Company (each, a “Signer”). Signers shall have the authority to (i) appoint one or more individuals who are author ized to scan items, access information, and perform other related actions for Company with respect to use of the Services (each, a “User”), and (ii) terminate or establish limits on each User's authority to do so. Company assumes responsibility for the actions of its current and former Signers and Users, and for their compliance with this Agreement. Company designates SDW as a User and any revocation of a User shall be effective upon iStream’s actual enabling or disabling of the User’s access to the iStream Deposit® system following notice and receipt of any iStream required forms from Company. B. Scanning and Transmission. Company acknowledges and authorizes that its Items will be scanned and transmitted to iStream by SDW on Company’s behalf. Company also acknowledges and authorizes that (i) batches of Item images (individually or collectively, a “File”) transmitted by SDW on any given day need not be accepted by iStream if there are image quality or other problems with an Item or File; and (ii) Files that are not transmitted by SDW in accordance with iStream’s remote deposit procedures or which are received after iStream’s established cut-off time may be deemed by iStream to have been received on the banking business day following the banking business day on which the Files are actually received by iStream. Terms affecting the processing and funds availability of Items are as provided on the electronic deposit report prepared by iStream and elsewhere in this Agreement. 3. Prohibited Deposits. While Items submitted for remote deposit by SDW are generally within the sole control of SDW, Company agrees that it will not request SDW to transmit for deposit any Item that (i) is issued by Company or any affiliate and drawn on an account of Company or any affiliate, (ii) is in violation of the Laws or Rules (defined below), (iii) Company suspects or should know to be fraudulent or not authorized by the legal owner of the account on which the check is drawn, or (iv) is a foreign Item drawn on a financial institution that is located outside of the United States or Territories of the United States. 4. Receipt and Deposit of Files. Upon receipt of Item images or Files from SDW, iStream will perform a quality review. Images in a File must be of such quality that the information on the Item can clearly be read by sight review. If iStream notes an image quality issue, error in a File, or other problem, it reserves the right to either reject the Item or File, or correct the error. Following review, if iStream determines that Item images appear to be (i) of appropriate Image quality, and (ii) created in compliance with the Procedures, iStream will accept and create an image processing file (“Accepted File”) for deposit. Company and SDW, but not iStream or the Clearing Bank, shall remain liable for any File or Item that (a) is not actually received by iStream, or (b) is intercepted or altered by an unauthorized third party prior to receipt, or following sending, by iStream. iStream shall have no obligation to accept any Item image or File and may reject any such image or File without liability therefor. iStream shall be responsible for solely determining the manner in which Items will be presented for payment to the drawee bank and iStream shall solely designate the clearing agents (which includes the Clearing Bank) used to present, clear and settle the Items. By signing the Application and entering into this Agreement, the clearing agents utilized by iStream shall be considered to have been designated by Company and neither Company, SDW, iStream nor the Clearing Bank shall be liable for the negligence or delay of any other third party clearing agent. 5. Returned Items. If Items previously deposited by SDW for Company are dishonored and returned unpaid by the drawee bank, Company understands and agrees that the original Item will not be returned and the Clearing Bank may charge back an image of the Item to Company’s Designated Account (defined in Section 10). Dishonored Items are the sole responsibility of Company. Company or SDW may request that iStream process returned Items according to any written instructions from Company (“Special Instructions”) that have been acknowledged and accepted by iStream. Notwithstanding the foregoing, iStream has no obligation under law or this Agreement to re-present any returned Item and, based upon its evaluation of the circumstances surrounding a returned Item, may choose to disregard the Special Instructions and charge the returned Item back to the Designated Account. Following initial presentment or any re-presentment of an Item under this Agreement, if such Item remains unpaid, Company or SDW will be notified and iStream shall have no further liability to Company for such re- presented Item. In no event will iStream re-present any Item in excess of the limit established or permitted by the Laws and Rules (defined in Section 15). Company is hereby alerted to the fact that that certain Laws and Rules may recommend or require a longer retention period than 14 days. 6. Availability of Funds and Holds. Provisional credit may be granted to the Designated Account for the total amount of an Accepted File in accordance with prudent business timeframes as permitted by the Laws or Rules. Unless delays result due to the clearing agent or a Third Party (defined in Section 9.F.), funds from Accepted Files shall be transferred in such a manner and timeframe that Company shall receive the transferred funds, in the Clearing Bank’s sole discretion, by the opening of the second banking business day following the banking business day on which iStream accepted the respective Files, or, at the time that the provisional credit in the Clearing Account becomes final. Company authorizes and acknowledges that iStream or the Clearing Bank may need to place a hold on funds in the Clearing Account where (i) after performing risk management activities on Items in a File, the bank has concerns about or doubts the validity or collectability of an Item, or (ii) a hold is lawfully requested by law enforcement or regulatory agency officials. 7. Retention and Destruction of Original Items. iStream requires SDW to take appropriate security measures to ensure that an original Item (i) can only be accessed by authorized personnel, (ii) will not be duplicated, (iii) will be scanned only one time, (iv) will not be otherwise deposited or negotiated in any form with another bank, credit union or other entity if it has been scanned and accepted for processing, and (v) is secured so tha t the information contained on the original Item is not improperly disclosed. SDW is also required to securely store original Items for a period of at least fourteen (14) days after posting to the Clearing Account. Thereafter, retention and destruction of Company’s original Items and copies shall be determined only by Company (or SDW if authorized by Company to do so) in compliance with the Laws and Rules. Company shall be solely responsible for assuring itself that SDW is in compliance with this Section 7 with respect to managing Company’s Items. Company is hereby alerted to the fact that that certain Laws and Rules may recommend or require a longer retention period than 14 days. As such, Company assumes sole responsibility for (a) requiring SDW to securely safeguard and destroy original Items, and (b) determining whether a Confidential ©2021 iStream Financial Services, Inc. All rights reserved. SDW Client IPA 020221 2 longer retention period than 14 days is prudent, based on Company’s individual circumstances and business environment, any opinions of legal counsel, and any recommendations or requirements in the Laws and Rules. 8. Fees and Other Charges; Locations. A. Company and iStream agree that all fees and other charges imposed by or passed through by iStream for Services, and all taxes and other charges imposed by any governmental authority on the Services, shall except as provided in Section 1.B. and below, be charged to and payable by SDW, and not Company, unless SDW fails to pay. The only Fees that Company will currently be responsible for paying to iStream are Fees related to returned items, and any related amounts, charges or penalties. Fees to Company are provided in Exhibit A. B. For pricing purposes, the definition of “Location” or “location” means any individual account or sub-account set up on the iStream Deposit system. Within the iStream Deposit system, the terms “Entity ID” and “Location ID” are also used to reference a specific location. Each Company physical location, account, sub-account, etc. carries a unique Entity ID that can stand alone or link to other such IDs. There is a charge for each unique ID # issued, each of which represents a separate deposit account. 9. Miscellaneous Issues. A. Storage of Information. If iStream later agrees to store and retain imaged documents from Accepted Files, such agreement must be in writing between the parties and an additional charge to Company will apply. Currently, Company’s bank and not iStream, will be storing Company’s imaged documents. B. Risk Parameters. In the event it becomes necessary for iStream to establish any risk parameters for Company’s processing activity through SDW, Company and SDW will be immediately notified of the terms of such parameters. If any Item, File or business activity falls beyond any established risk parameters, iStream shall take additional actions as it deems necessary, including, but not limited to, suspension of any Services provided under this Agreement or creation and maintenance of a Reserve Account in accordance with this Agreement. C. System Capabilities. Company and SDW are solely responsible for the capacity and operational abilities of their respective computer systems and internet connectivity. Company is hereby notified that if the SDW systems and connectivity do not comply with the minimum recommendations of iStream, Services might not perform in an optimal manner. D. Network Security. Company acknowledges that SDW is responsible for and has agreed to undertake reasonable measures to adequately maintain and secure its computer and network systems and the information stored on or sent from such systems, whether an actual or potential compromise is known or unknown. This requirement includes, at minimum, using effective anti-virus programs, promptly installing security patches, protecting passwords and otherwise attempting any other commercially reasonable efforts to properly maintain computer and network security. iStream shall not be liable to Company in any manner whatsoever, for any type of errors, losses, damages or other claims due or related to any failure by SDW to maintain the security of its computer system and network security. To help maintain its network security, in addition to prudent day to day security procedures and periodic examinations by state and federal regulators, iStream performs an annual risk assessment and external third party security review. iStream shall at all times comply with any laws and regu lations governing the public disclosure of such reviews. E. Financial Information. If necessary for the receipt of Services, Company authorizes (i) iStream to make any credit inquiries relevant to the acceptance and continuation of this Agreement, and (ii) any credit reporting agency to provide the requested information to iStream. If a credit inquiry is necessary as to a Company owner or affiliate, Company shall promptly obtain authorization for iStream to do so. Company agrees to provide iStream with financial information as may be requested from time to time when such information is reasonably relevant to the continued receipt of Services.. F. Services From Others. SDW and other third parties may be providing services, special equipment or software directly to Company to assist Company in processing Items and Files hereunder, and/or to assist Company with accounting or other business functions (each, a “Third Party”). As to this Agreement, Company agrees that SDW, as a Third Party, has Company’s authorization to deliver Company’s Items and Files to iStream for processing, clearing and settlement hereunder. iStream specifically disclaims any liability for any losses, additional costs or claims incurred by Company as a result of any error or failure by a Third Party, or a malfunction of equipment, services or supplies provided by a Third Party. G. Notice of Change. If changes occur to information in the Application, including without limitation, changes to the location of the Designated Account, location of Company, or type of business conducted by Company, Company agrees to provide written notice to iStream not later than 5 business days prior to the change. If iStream requests updated information from Company, such updated information shall be provided within 5 business days of the request. In the event iStream determines that the type of change creates increased risk to the safety and soundness of iStream or the Clearing Bank, iStream reserves the right to re-price or terminate Services to Company. 10. Accounts. A. Clearing Account. Company acknowledges that in order to receive Services, Company or SDW may be required to establish a remote deposit clearing account at the Clearing Bank (“Clearing Account”) which would then be subject to the terms of the Clearing Bank’s account agreement (if any). In such event, all Accepted Files shall be deposited into the Clearing Account for processing and settlement. B. Designated Account. Company will designate and maintain one or more commercial demand deposit accounts to facilitate the payment and settlement of Company’s available funds hereunder (“Designated Account”). Company shall provide iStream with ever-current account information and if the Designated Account is changed, Company agrees to provide at least 10 days advance written notice to iStream. Any Company obligations and authorizations as to the former Designated Account shall continue forward to the new Designated Account. In connection with funds relating to the Services, iStream is authorized to initiate debit/credit entries to the Designated Account in accordance with this Agreement. Company authorizes iStream and the Clearing Bank to debit the Designated Account via ACH for any amounts Company must repay to iStream under this Agreement due to Items that are dishonored and returned unpaid by the drawee bank, or for any services that are specially requested by Company that are not the responsibility of SDW to pay. Company will indemnify and hold iStream and the Clearing Bank harmless from any action iStream or the Clearing Bank takes against the Designated Account that has been authorized by Company under this Agreement. C. Reserve Account. If at any time in the future iStream and the Clearing Bank determine in good faith that a reserve is reasonably necessary to protect against any risk relating to Company’s processing activity, the matter will be discussed with Company and Company may be required to establish and maintain a non-interest bearing deposit account at the Clearing Bank (“Reserve Account”). As agreed with Company, iStream or the Clearing Bank may deposit to this account incoming funds from processed Items and amounts it would otherwise be obligated to pay Company. iStream will have sole control of the Reserve Account provided that iStream shall direct the Clearing Bank to transfer funds from the Reserve Account to Company’s Designated Account as soon as practical following the reasonable determination by iStream and the Clearing Bank that the funds are no longer necessary to protect their interests. 11. Recoupment and Set-Off. iStream shall have the rights of recoupment and set-off only as specified and authorized by Company in this Section 11. Accordingly, iStream is only authorized by Company to offset any outstanding or uncollected amounts owed by Company (or by SDW on Company’s behalf) under this Agreement from: (i) any amounts in the Designated Account and/or Reserve Account, (ii) any amounts that iStream or the Clearing Bank would otherwise be obligated to deposit into the Designated Account, and (iii) any other amounts iStream may owe Company under this Agreement. 12. Indemnification, Limitation of Liability. A. Indemnification. In addition to other indemnification and liability provisions elsewhere in this Agreement, iStream will be liable for, hold harmless, and will indemnify Company from and against all claims arising out of this Agreement for which iStream is legally liable, including all losses and expenses incurred by Company due to iStream’s breach of its responsibilities or warranties hereunder, or failure to maintain compliance with the Laws and Rules. In addition to other indemnification and liability provisions elsewhere in this Agreement, Company will be liable for, hold harmless, and will indemnify iStream and the Clearing Bank from and against all claims arising out of this Agreement for which Company is held legally liable, including all losses and expenses incurred by iStream or the Clearing Bank due to Company’s breach of its responsibilities or warranties hereunder, or failure to maintain compliance with the Laws and Rules. Company also agrees to indemnify iStream for the full amount of any returns or other losses that are incurred by iStream or the Clearing Bank that relate to Items submitted for processing by SDW on Company’s behalf. B. Performance and Limitation. iStream will be responsible for performing only those Services expressly provided for in this Agreement which are the responsibility of iStream to perform and shall not be liable for any claims, acts, omissions or delays of SDW, any other Third Party, or any clearing agent that relate to this Agreement. The liability, if any, of iStream hereunder for any claims, costs, damages, losses and expenses for which it is legally liable, whether arising in negligence or other tort, contract, or otherwise, will not exceed in the aggregate the amount of Fees paid by SDW for Services provided to Company over the Confidential ©2021 iStream Financial Services, Inc. All rights reserved. SDW Client IPA 020221 3 previous 12 month period, calculated from the date the liability accrued. In no event will Company, iStream or the Clearing Bank, or their respective directors, officers, employees or agents be liable for any punitive, special, consequential or indirect losses or damages. iStream makes no other warranty, express or implied, regarding the Services, and nothing contained in this Agreement will constitute such a warranty. ISTREAM DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 13. Warranties of the Parties. A. Of Company. Company represents and warrants the following to iStream: (i) Company shall not direct SDW to deposit any Items that are not authorized by this Agreement; (ii) SDW shall deposit all Company Items and Company will not independently deposit any of the same Items; (iii) No subsequent transferee, including but not limited to the Clearing Bank, a collecting or returning bank, drawer, drawee, payee or endorser, will be asked by Company to pay the original Item from which an image was created or duplication made by iStream (whether paper or electronic); (iv) No subsequent transferee of an Item, including but not limited to the Clearing Bank, a collecting or returning bank, drawer, drawee, payee or endorser, shall sustain a loss as the result of the fact that an image of an Item was presented for payment by iStream or returned instead of the original Item; (v) All information contained in the Application or any other document submitted to iStream by Company is believed to be true, complete and properly reflects the business and financial condition of Company; (vi) Company is not engaged or affiliated with any businesses, products or methods of selling other than those set forth on the Application, except as any such change has been noticed to iStream as required in Section 9.G.; (vii) Company and the person signing this Agreement have the power to execute and perform the obligations of Company under this Agreement and this Agreement will not violate any law, or conflict with any other agreement to which Company is subject; (viii) There is no action, suit or proceeding pending or to Company’s knowledge threatened which if decided adversely would impair Company’s ability to carry on its business substantially as now conducted or which would adversely affect Company’s financial condition or operations; and (ix) All business transactions of Company are believed to be bona fide and Company conducts its business in compliance with the Laws and Rules that pertain to Company. Company agrees to indemnify and hold iStream harmless from and against all claims, losses, liability, costs and expenses (including, without limitation, reasonable attorneys’ fees if awarded by a court of law) arising from Company’s breach of any of its obligations or warranties under this Agreement. B. Of iStream. iStream represents and warrants the following to Company: (i) All information pertaining to iStream that iStream provides in writing to Company or that is contained in this Agreement is believed to be true and complete and properly reflects the business and operations of iStream; (ii) iStream has the power to execute and perform its obligations under this Agreement and this Agreement will not violate any law, or conflict with any other agreement to which iStream is subject; (iii) There is no action, suit or proceeding pending or to iStream’s knowledge threatened which if decided adversely would impair iStream’s ability to carry on its business substantially as now conducted or which would adversely affect iStream’s financial condition or operations; (iv) All business transactions of iStream are believed to be bona fide; and (v) iStream conducts its business in compliance with the Laws and Rules that pertain to iStream. iStream agrees to indemnify and hold Company harmless from and against all claims, losses, liability, costs and expenses (including, without limitation, reasonable attorneys’ fees if awarded by a court of law) arising from iStream’s breach of any of its obligations or warranties under this Agreement. 14. Term and Termination. A. Term of the Agreement. This Agreement will run co-terminus with that certain File Processing Agreement that is in place between SDW and iStream and shall automatically renew for co-terminus renewal periods unless terminated as permitted below. B. Termination Provisions. This Agreement may be properly terminated as follows: (i) By Company or iStream immediately upon termination of iStream’s File Processing Agreement with SDW; (ii) By Company upon not less than 30 day’s prior written notice to iStream in the event Company is terminating its agreements with SDW; (iii) By iStream upon 30 day’s prior written notice to Company if termination is required by the Laws or any regulatory matters; (iv) By Company or iStream as may otherwise be authorized under this Agreement; or (v) By the party not in default immediately upon the occurrence of an Event of Default (defined below). C. Events of Default. The following will each individually constitute an Event of Default: (i) The occurrence of any Item or File activity that falls beyond any risk parameters established by iStream; (ii) The failure of Company or SDW to pay any amount owed to iStream for Services; (iii) A party’s financial condition changes adversely in a way that materially affects this Agreement; (iv) The Designated Account or any Reserve Account is garnished or attached; (v) A party assigns its assets generally for the benefit of creditors; (vi) A proceeding is commenced by or against a party under any bankruptcy, ins olvency or similar law seeking an order to adjudicate such party as bankrupt or insolvent or other relief with respect to such par ty or its debts, or seeking appointment of a receiver or similar official for such party or for any substantial part of such party’s assets; (vii) A party fails to perform a material obligation of this Agreement, and such failure continues for a period of 15 days after the breaching party receives written notice of the breach; (viii) Any representation or warranty by a party is or becomes false or misleading in any material respect as of the date made or at any time during the term of this Agreement; (ix) A reasonable determination is made by a party that fraud is occurring with respect to the other party; and (x) A party’s violation of the Laws or Rules applicable to such party. D. Action upon an Event of Default. Upon the occurrence of an Event of Default by iStream, Company may terminate this Agreement as permitted in Section 14.B.(v). Upon the occurrence of an Event of default by Company, iStream may take one or more of the following actions: (i) temporarily suspend Services to Company, (ii) request the creation of a Reserve Account, and/or (iii) terminate this Agreement as provided in Section 14.B.(v). E. Action upon Termination. Upon termination of this Agreement, Company (i) must maintain in the Designated Account and any Reserve Account enough funds to cover all Items for which provisional credit was given by iStream or the Clearing Bank and any additional amounts that Company is liable for under this Agreement, for a period of the earlier of 180 days or until all such amounts have been paid in full, and (ii) authorizes iStream and the Clearing Bank to charge the Designated Account and any Reserve Account for all such amounts. If the amount in the Designated Account and any Reserve Account is not adequate, Company will pay, upon demand, any remaining amount owing to iStream, together with any costs and expenses incurred to collect such amount. 15. Compliance with Laws and Rules. To the extent applicable to the respective party and this Agreement, each party agrees to comply with all applicable federal, state, and local laws, rules, regulations and Operating Circulars (“Laws”) and with (i) all applicable rules and ope rating guidelines issued by the National Automated Clearing House Association (NACHA) or other clearing agent and (ii) any policies and procedures provided from time to time by iStream (collectively, the “Rules”). The Laws and Rules are incorporated into this Agreement by reference as if they were fully set forth herein. Each party will be responsible for knowing the requirements of its respective applicable Laws and Rules, and will reasonably assist the other party, as necessary, in complying with Laws and Rules applicable to any Item, File, or this Agreement. 16. Use of Trademarks; Confidentiality. Neither party is authorized to use the name or trademarks of the other party without the express written consent of the trademark owner and neither party shall indicate, directly or indirectly, that it is endorsed by, or connected in any way with, the other party. The terms of this Agreement are confidential to Company, iStream, SDW and the Clearing Bank. If, during the course of providing or receiving Services under this Agreement, a party receives any confidential healthcare or financial information from the other party that is protected by law, the receiving party shall maintain the confidentiality of such information and shall not use or further disclose such information other than as (i) permitted by law, (ii) authorized by this Agreement, or (iii) used to maintain data bases for the provision of Services. 17. General Provisions. A. Entire Agreement; Governing Law. This Agreement, the Application, and other agreements or documents referenced herein, constitute the entire agreement between the parties, and all prior or other agreements or representations, written or oral, are superseded by this Agreement. The laws of the State of Wisconsin shall govern this Agreement and proper venue for any dispute arising from this Agreement shall be in any state or federal court in Milwaukee or Waukesha County, Wisconsin. B. Assignment. This Agreement may be assigned by iStream and written notice shall be provided to Company in a timely manner. C. Notices. iStream shall send written notices and communications to Company at the last address (electronic or regular mail) that Company provided to iStream in writing. Company shall provide written notices and communications to iStream at the address set forth in the first paragraph of this Agreement. Any written notice under this Agreement will be deemed given upon the earlier of: (i) actual receipt indicated by confirmation receipt if by facsimile, United States mail, private courier, or electronic mail, or (ii) five days after being deposited in the United States mail, and addressed to the other party as provided in the preceding sentences. If written notice is not otherwise required, a verbal notice may be provided to the other party provided it is immediately followed up with a written confirmation notice to such other party. Confidential ©2021 iStream Financial Services, Inc. All rights reserved. SDW Client IPA 020221 4 D. Amendments. iStream can revise Fees to Company once per year upon 30 day’s prior written notice to Company. For any other changes, this Agreement shall be amended only by the prior written agreement of the parties. E. Bankruptcy. If bankruptcy, receivership, insolvency or similar action is initiated by or against a party (“Bankrupt Party”) or any of its principals, the Bankrupt Party will (i) immediately notify the other party (“Other Party”), and (ii) include the Other Party on the list of creditors as filed with the Bankruptcy Court. The Bankrupt Party’s failure to do so will be cause for immediate termination of this Agreement by the Other Party, or any other action available to the Other Party under applicable Laws or Rules. As an executory contract to make a loan, or extend other debt financing or financial accommodations to or for the benefit of Company, this Agreement cannot be assumed or assigned under Company’s bankruptcy. F. Employee Actions. Each party is solely responsible for its respective employees’ actions while in the respective party’s employ, including assuring the respective party’s compliance with this Agreement. G. Survival. All provisions that by their context are intended to survive termination of this Agreement will so survive, including all liability, indemnification and arbitration terms herein. H. Non-Waiver. The failure of a party to object to or to take any affirmative action with respect to any conduct by another party which is in violation, breach, or default of the terms hereof, shall not be construed as a waiver thereof, nor of any future breach or subsequent violation, breach or default. 18. ARBITRATION OF DISPUTES. Company and iStream agree that the transactions governed by this agreement involve “commerce” under the Federal Arbitration Act (“FAA”). Any controversy or claim between Company and iStream that arises out of or is related to this Agreement, or any service related to this Agreement, irrespective of the legal theory (collectively, any “claim”), will, upon mutual agreement of the parties, be settled by binding arbitration under the FAA. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules. If arbitration is agreed in accordance with this Section 18., neither party will have the right to go to court or to have a jury trial, engage in pre-arbitration discovery except as provided in the rules, or have any claim arbitrated as a class action, and the arbitrator’s decision will be final and binding with limited rights to appeal. IN WITNESS WHEREOF, by signing the Item Processing Application, Company accepts and agrees to be bound by the terms of this Agreement as of the Effective Date, under the condition that Company subsequently receives notice from iStream or SDW that (i) Company’s Application has been accepted and (ii) Company has been assigned a processing identification number. If this condition is not fulfilled, this ACH Agreement shall have no force or effect on Company or iStream. Company agrees that receipt of such notice and number from iStream shall indicate for all purposes that iStream and Company agree to be bound by the terms of this Agreement as of the Effective Date, without the need for their respective signatures on this Agreement.