Terms and Conditions of Use

THIS WEBSITE IS OWNED AND OPERATED BY THE NATIONAL AUTOMATED CLEARING HOUSE ASSOCIATION (“Nacha”). Nacha PROVIDES THIS WEB SITE (THE "SITE") TO YOU SUBJECT TO THESE TERMS AND CONDITIONS OF USE (THESE "TERMS OF USE"). PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEB SITE. BY ACCESSING OR USING THIS WEB SITE, YOU EXPLICITLY AGREE TO COMPLY WITH AND BE BOUND BY THESE TERMS OF USE AND ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE HEREIN. IF YOU DO NOT AGREE TO ALL PROVISIONS OF THESE TERMS OF USE, DO NOT USE THIS WEB SITE.

Nacha reserves the right to change or modify any of the terms and conditions contained in these Terms of Use at any time and in its sole discretion. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Site, and your continued use of the Site will constitute your acceptance of such changes or modifications. If you do not agree to any amended terms, you must stop using the Site.

1. Privacy Policy

Please refer to the Privacy Policy for information on how we collect, use and disclose personally identifiable information from our users. By using this Site, you expressly acknowledge and agree to the terms of the Privacy Policy.

2. Ownership and Copyright

The entire contents of this Site are copyrighted, unless otherwise indicated, by Nacha. All rights are reserved and content may not be reproduced, downloaded, disseminated, published, or transferred, in any form or by any means, except with the prior written agreement of Nacha or as indicated below. Users of this Site may download/print pages or other content for their personal, noncommercial use on a single computer.

3. Trademarks

The Nacha logo, and the look and feel of the Site, including all graphics, icons, scripts, page headers, and layouts, are registered and/or common law trademarks and/or trade dress of Nacha, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Nacha.

All other trademarks, registered trademarks, product names and company names or logos mentioned or displayed on the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Nacha.

4. Limited License

Nacha grants you a limited, non-sublicensable license to access and use the Site and to view, copy and print portions of the Site Content. Such license is subject to these Terms of Use, and specifically conditioned upon the following: (i) you may view, copy and print portions of the Site Content only for your own personal and non-commercial use; (ii) you may not modify or otherwise make derivative uses of the Site or the Site Content, or any portion thereof; (iii) any displays or printouts of Site Content must be marked "© 2020 Nacha, All rights reserved."; (iv) you may not remove or modify any copyright, trademark, or other proprietary notices; (v) you may not use any data mining, robots or similar data gathering or extraction methods; (vi) you may not use the Site or the Site Content other than for its intended purpose; and (vii) you may not reproduce, distribute, display, or prepare derivative works from the Site or Site Content, except as provided in these Terms of Use.

Any use of any portion of the Site or Site Content other than as expressly permitted by these Terms of Use, without the prior written permission of Nacha is strictly prohibited, will terminate the license granted herein, and may also violate applicable laws, including but not limited to copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms of Use confers any license to intellectual property rights, whether by estoppel, implication or otherwise. Nacha may revoke this license at any time.

Notwithstanding the foregoing, the limited license set forth above shall not apply to the extent inconsistent with any other rule or policy of Nacha’s groups governing the access to or use of the Member Areas of the Site and any Content provided or accessible therein, and the rules and policies applicable to Members and to the Membership Areas of the Site shall govern such access and usage and shall control in the event of any inconsistency with these Terms and Use.

5. Indemnity

You represent and warrant that your use of the Site and the Site Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law. You expressly agree to indemnify Nacha, its parents, subsidiaries, affiliates, officers, directors, employees, agents, vendors and other partners against any liability to any person arising out of your posting or use of Site Content, by your violation of these Terms of Use, or by your violation of any rights of any other person.

6. Hyperlinks

You may not use any registered or common law trademark or service mark of Nacha or any logo or other proprietary graphic of Nacha to link to the Site without the express written permission of Nacha. Further, you may not frame or utilize framing techniques to enclose any Site Content or any Nacha trademark, service mark, logo or other proprietary information, without Nacha’s express written consent.

The Site may contain links to third-party Web sites ("Third-Party Sites") and third-party content ("Third-Party Content") as a service to those interested in this information. You use links to Third-Party Sites, and any Third-Party Content therein, at your own risk. Nacha does not monitor or control and makes no claim or representation regarding Third-Party Content or Third-Party Sites. Nacha provides these links only as a convenience, and a link to a Third-Party Site or Third-Party Content does not imply Nacha endorsement or affiliation. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Site, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

7. Use of Discussion Forums, Bulletin Boards, and Other Interactive Areas

The Site may contain discussion forums, bulletin boards, or other methods by which you or third parties may post messages, images, or other information on the Site ("Interactive Areas"). You are solely responsible for your use of such Interactive Areas and use them at your own risk. By using any Interactive Areas, you expressly agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Site any of the following:

a. Any message, data, information, text, music, sound, photos, graphics, code or other material ("Content") that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;

b. Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law.;

c. Content that may infringe any patent, trademark, service mark, trade secret, copyright or other intellectual or proprietary right of any party;

d. Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;

e. Unsolicited promotions, political campaigning, advertising or solicitations;

f. Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;

g. Viruses, corrupted data or other harmful, disruptive or destructive files;

h. Content that is unrelated to the topic of the Interactive Area(s) in which such Content is posted; or

i. Content that, in the sole judgment of Nacha, is objectionable or that restricts or inhibits any other person from using or enjoying the Interactive Areas or the Site, or that may expose Nacha or its affiliates or its users to any harm or liability of any sort.

Nacha assumes no responsibility or liability for any Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is Nacha liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. As a provider of interactive services, Nacha is not liable for any statements, representations or other Content provided by its users in any Interactive Area, nor do such statements, representations or other Content represent the views of Nacha. Although Nacha has no obligation to screen, edit or monitor any of the Content posted to or distributed through any Interactive Area, Nacha reserves the right, and has absolute discretion, to remove, screen or edit any Content posted or stored on the Site at any time and for any reason.

In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect Nacha’s systems and customers, or to ensure the integrity and operation of Nacha’s business and systems, Nacha may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e. name, email address, etc.), IP addressing and traffic information, usage history, and posted Content. Nacha’s right to disclose any such information shall govern over any terms of Nacha’s Privacy Policy.

8. Rights to User Content

Except as specifically indicated, by posting or distributing Content to or through the Site, you grant Nacha and its affiliates (a) a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Content throughout the world in any media, now known or hereafter devised; and (b) the right to use the name that you submit in connection with such Content. Further, you represent and warrant that (a) you own and control all of the rights to the Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute such Content to or through the Site; (b) such Content is accurate and not misleading; and (c) use and posting or other transmission of such Content does not violate these Terms of Use and will not violate any rights of or cause injury to any person or entity. You further grant Nacha the right to pursue at law any person or entity that violates your or Nacha’s rights in the Content.

Content submitted by users is not confidential and Nacha is under no obligation to treat such Content as proprietary information. Without limiting the foregoing, Nacha reserves the right to use the Content as it deems appropriate, including, without limitation, deleting, editing, modifying, rejecting, or refusing to post it. Nacha shall have no duty to attribute authorship of Content to you, and shall not be obligated to enforce any form of attribution by third parties.

If it is determined that you retain moral rights (including rights of attribution or integrity) in the Content, you hereby declare that (a) you do not require that any personally identifying information be used in connection with the Content, or any derivative works of or upgrades or

updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the Content by Nacha or its licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the Content; and (d) you forever release Nacha, and its licensees, successors and assigns, from any claims that you could otherwise assert against Nacha by virtue of any such moral rights.

9. Termination/Modification of License and Site Offerings

Notwithstanding any provision of these Terms of Use, Nacha reserves the right, without notice and in its sole discretion, to (a) terminate your license to use the Site, or any portion thereof; (b) limit, block or prevent your future access to and use of all or any portion of the Site, Site Content or Services; (c) change, suspend or discontinue any aspect of the Site, Site Content or Services; and (d) impose limits on the Site, Site Content or Services.

10. Registration Data; Account Security

You agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data, and any other information you provide to Nacha, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to Nacha.

11. WARRANTY DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING, THE SITE, THE SITE CONTENT AND ANY SERVICES PROVIDED ON OR IN CONNECTION THEREWITH (THE "SERVICES") ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NACHA SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS

FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT AS TO THE SERVICES, INFORMATION, AND CONTENT ON THE SITE. NACHA DOES NOT REPRESENT OR WARRANT THAT MATERIALS IN THE SITE OR THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, OR CURRENT, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR CURRENCY OF THE SITE, THE SITE CONTENT OR ANY PORTION THEREOF.

WHILE NACHA ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SITE AND THE SERVICES SAFE, NACHA CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IT IS YOUR RESPONSIBILITY TO SELECT, PURCHASE, AND USE SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD.

12. LIMITATION OF LIABILITY

YOU WAIVE AND COVENANT NOT TO ASSERT ANY CLAIMS OR ALLEGATIONS OF ANY NATURE WHATSOEVER AGAINST NACHA, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS ARISING OUT OF OR IN ANY WAY RELATING TO YOUR USE OF THE SITE, THE SERVICES, OR THE SITE CONTENT CONTAINED IN OR ACCESSIBLE THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS OR ALLEGATIONS RELATING TO THE ALLEGED INFRINGEMENT OF PROPRIETARY RIGHTS, ALLEGED INACCURACY OF SITE CONTENT, OR ALLEGATIONS THAT Nacha HAS OR SHOULD INDEMNIFY, DEFEND OR HOLD HARMLESS YOU OR ANY THIRD PARTY FROM ANY CLAIM OR ALLEGATION ARISING FROM YOUR USE OR OTHER EXPLOITATION OF THE SITE. YOU USE THE SITE AT YOUR OWN RISK.

WITHOUT LIMITATION OF THE FOREGOING, NEITHER Nacha NOR ANY PARTIES PROVIDING SITE CONTENT SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, THE SERVICES, THE SITE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSIBLE THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM YOUR RELIANCE ON ANY SITE CONTENT OR OTHER INFORMATION OBTAINED FROM NACHA OR ACCESSIBLE VIA THE SITE, OR THAT RESULT FROM MISTAKES, ERRORS, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO NACHA’S RECORDS, PROGRAMS OR SERVICES. THE FOREGOING APPLIES EVEN IF NACHA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF NACHA, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE SITE EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO NACHA FOR ACCESS TO OR USE OF THE SITE.

BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

13. Applicable Law and Venue

The Agreement is governed by the laws of the Commonwealth of Virginia without regard to its conflicts of law principles. You agree that any claims you may have against Nacha arising from or relating to the Site will be heard and resolved in a court of competent subject matter jurisdiction located in Virginia. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, covenant not to assert any objection to proceeding in such courts, and you expressly waive any right to proceed in any other court.

14. Severability

If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.