Business Wire Transfer Agreement
CASH MANAGEMENT MASTER SERVICE AGREEMENT APPENDIX: WIRE TRANSFER SERVICE AGREEMENT
THIS WIRE TRANSFER SERVICE APPENDIX (hereinafter, this “Appendix”) is made by and between LendingClub BANK (“Bank”) and the above-named corporation, partnership, limited liability company, sole proprietorship, non-profit association or organization, or other commercial entity or government or other public entity (the “Customer”) and is incorporated by reference into the parties’ Cash Management Services Master Agreement (the “Agreement”). This Appendix applies to all wire and funds transfer services made available by Bank to Customer pursuant to this Appendix (hereinafter the “Service”). The Service may be used in conjunction with the Business Online Banking Service (or “Online Banking Service”), and this Appendix shall be construed consistently with the terms of the Business Online Banking Service, as applicable. All capitalized terms used herein without definition shall have the meanings given to them in the Agreement. Except as otherwise expressly provided in this Appendix, to the extent that this Appendix is inconsistent with the provisions of the Agreement or the terms and conditions of the Business Online Banking Service as described therein, this Appendix and any amendment hereto from time to time shall control, but only to the extent necessary to resolve such conflict. This Appendix shall be effective when signed by both parties, and such date shall be as reflected above.
TERMS AND CONDITIONS
1. Service.The Service described in this Appendix provides Customer with the capability to transfer funds from specific Deposit Account(s) to other accounts (the “Recipient Account(s)”) as directed by Customer. The Recipient Account(s) may be Customer accounts or domestic-only (U.S.- based) third-party accounts or international (non-U.S.-based) third-party accounts, and may be with Bank or with domestic third-party financial institutions. Customer may use the Service to initiate one-time wire transfers or automated standing transfer orders (as described below) or to create templates for wire transfers made on a repetitive basis which involve the same Customer Deposit Account and Recipient Account (“Repetitive Transfer(s)”). Customer may also utilize Repetitive Transfers to initiate automated standing wire transfer orders, as further described below. All wire transfers must be initiated by Customer and/or an Authorized User of Customer.
2. Transfer Instructions and Transmission Methods.
2.1 Customer may instruct Bank to transfer funds from any Customer Deposit Account(s) maintained at Bank, and as identified in Schedule B to this Appendix. For purposes of this Appendix, such instruction (or “order”) shall be received from Customer or an Authorized User and initiated by means of the Online Banking Service, unless Bank agrees otherwise in writing in its sole and exclusive discretion.
2.2 In order to transmit instructions via the Online Banking Service, Customer must first agree to and transmit all instructions in accordance with all of the terms, conditions and security procedures applicable to the Service and set forth in Customer’s Agreement, the Business Online Banking Service, this Appendix, and/or associated documents provided by Bank, as applicable, including any schedules associated therewith, as may be amended by Bank from time to time (collectively herein the “Security Procedures”).
2.3 Customer’s authority to make the transfer and to issue other directions and instructions associated with the wire transfer shall be conclusively presumed if the Security Procedures associated with the applicable transmission method are followed.
3. Transactions Limits; Execution of Wire Transfers.
3.1 By submitting a wire transfer request, Customer authorizes Bank to withdraw the amount of any requested wire transfer which Customer may authorize and instruct, plus any applicable fees and charges, from Customer’s designated Deposit Account. Subject to the terms of this Appendix, Bank will accept and execute a wire transfer received from Customer that has been authenticated by Bank and is in conformity with the Security Procedures (as further described below), cut-off times, transaction limits and other requirements as described in this Appendix and any associated exhibits, set-up form(s) and other documentation. Bank will reject payment orders that would cause Customer’s transactions to exceed the daily transaction limit or the daily exposure limit established by Bank for Customer. The daily transaction limit and the daily exposure limit may be modified from time to time upon request of Customer in accordance with Bank’s rules and policies. Any change to such limits shall be in Bank’s sole discretion.
3.2 Customer shall, upon request by Bank from time to time, provide Bank with such financial information and statements and such other documentation as Bank reasonably determines to be necessary or appropriate regarding the financial condition of Customer as Bank may reasonably request relative to Bank’s evaluation of its exposure or risk. Any transaction, exposure or similar limits established by Bank hereunder shall be made in Bank’s sole discretion and shall be communicated promptly to Customer.
3.3 All wire transfers to accounts at other depository institutions are transmitted using the Fedwire funds transfer system owned and operated by the Federal Reserve Bank or via a similar wire transfer system used primarily for funds transfers between financial institutions, which may include a system provided by or through a Bank intermediary, correspondent or service provider.
3.4 Each wire transfer must include the following information in addition to any information which Bank may require for proper identification and security purposes: (i) Deposit Account number from which the funds are to be withdrawn, (ii) amount to be transferred, (iii) currency type, (iv) name and ABA routing number or SWIFT BIC of the beneficiary’s bank, and (v) name, address and account number of the beneficiary. In the event a wire transfer describes an account number for the beneficiary that is in a name other than the designated beneficiary, Bank may execute the wire transfer to the account number so designated notwithstanding such inconsistency. Additional information may be necessary for international wire transfers, as further described below.
3.5 Templates created via the Business Online Banking Service or other instructions for Repetitive Transfers that are based on and reflective of information provided by Customer are the sole and exclusive responsibility of Customer. Customer agrees to release and hold Bank harmless from any loss or liability (including reasonable attorney’s fees) which Customer or Bank may incur after Bank has executed a Repetitive Transfer, including without limitation, any loss due to Customer error in creating the Repetitive Transfer template or instruction.
4. Time of Execution – Domestic Wires.
4.1 Bank will execute each authenticated wire transfer that is in conformity with all Security Procedures, cut-off times and other requirements set forth herein, on the Business Day received or on the Business Day requested by Customer if the wire transfer is future-dated. Bank may require additional authentication of any wire transfer request. Bank reserves the right to reject a wire transfer request that cannot be properly authenticated. Cut-off times may be established and changed by Bank from time to time. Instructions for wire transfers received after such cut-off times may be treated by Bank for all purposes as having been received on the following Business Day.
4.2 Except for future-dated outgoing wire transfers, domestic outgoing wire transfers (U.S.- based receivers) initiated and approved by the cut-off time set forth in Schedule A on a Business Day will be processed that same day if that day is also a Business Day for Bank’s correspondent facility and the recipient bank. Outgoing domestic wire transfers initiated and approved after the cut-off time set forth in Schedule A will be processed the next Business Day if that day is also a Business Day for Bank’s correspondent facility and the recipient bank. Future-dated domestic outgoing wire transfers will be initiated on the effective date requested by Customer, provided that date is a Business Day, not on the date Customer entered the transaction using the Service. Customer may submit a future-dated domestic wire transfer up to such period of time in advance of the effective date requested by Customer as the Service permits.
4.3 Bank may handle wire transfers received from Customer in any order convenient to Bank, regardless of the order in which they are received. If more than one wire transfer request is made at or about the same time and the Available Funds in the applicable Account do not cover all of such orders or requests, Bank may at its option execute as many of such orders or requests as possible within the dollar limits of such Available Funds.
5. International / Foreign Wires.
5.1 International/foreign wire transfers (non-U.S. receivers) of U.S. currency and of foreign currency initiated and approved by the cut-off time set forth in Schedule A on a Business Day will be processed that same day if that day is also a Business Day for Bank’s correspondent facility and the recipient bank. Wire transfers initiated and approved after the cut-off time set forth in Schedule A for international wire transfers will be processed the next Business Day if that day is also a Business Day for Bank’s correspondent facility and the recipient bank. Industry standard delivery times of foreign wire transfers (in most, but not all cases, two (2) Business Days) may be subject to delays based on time-zone issues; the remote location of the recipient bank; cultural differences with respect to holidays and times of observation, etc.; and incorrect or incomplete information being supplied by Customer.
5.2 Customer acknowledges that foreign currency wire transfers must be based on a currency that Bank trades and that all rates of exchange will be the rate in effect at the time of execution of the wire transfer order, or at any other rate as may be agreed to by the parties. If the financial institution designated to receive the funds does not pay the beneficiary specified in a wire transfer order that is payable in foreign currency and the funds are returned to Bank, Bank will not be liable for a sum in excess of the value of the funds after they have been converted from foreign currency to U.S. dollars at Bank’s buy rate for exchange at the time the cancellation of the wire transfer order is confirmed by Bank, less any charges and expenses incurred by Bank. If Customer elects to initiate an international wire transfer in U.S. currency, Customer acknowledges that the receiving bank may elect to pay the beneficiary in foreign currency at an exchange rate determined by the receiving bank. Customer agrees to bear all risk of loss due to fluctuation in exchange rates, and Customer shall pay Bank any costs and expenses of foreign currency conversion at Bank’s then-prevailing rates, terms and conditions. Customer is advised that Bank’s prevailing exchange rates may be less favorable to Customer than market exchange rates.
5.3 Bank shall send Customer’s authorized and authenticated wire transfers to foreign banks, through any bank which is a member of Bank’s correspondent network. Neither Bank nor any of Bank’s correspondents shall be liable for any errors, delays or defaults in the transfer of any messages in connection with such a foreign wire transfer by any means of transmission.
5.4 Bank makes no guarantee or representation as to the availability of funds at the foreign destination. Bank makes no express or implied warranty as to the time or date the wire transfer will arrive at the receiving bank, the amount of any fees to be charged by the receiving bank or the time or date the beneficiary will receive credit for funds.
5.5 Customer understands and acknowledges that if the named beneficiary does not match the account at the receiving bank, there is a risk the beneficiary may not receive the wired funds. If the transfer is not received or credited in a timely manner, Bank will follow normal and customary procedures to complete the wire transfer, determine the location of the wired funds and/or return the funds to Customer. If Bank is unable to determine that the funds have been credited to the beneficiary’s account or have the funds returned, Customer assumes all financial liability or risk of loss for the amount of the wire transfer.
5.6 International wire transfers are subject to any and all applicable regulations and restrictions of U.S. and foreign governments relating to foreign exchange transactions. Bank has no obligation to accept any international wire transfer(s) directed to or through persons, entities or countries restricted by government regulation or prior Bank experience with particular countries. To the extent not otherwise prohibited by law, in connection with any international wire transfer(s) involving a transfer to or from any country outside of the U.S., Customer agrees to release and hold Bank harmless from any loss or liability which Customer may incur after Bank has executed the international wire transfer(s), including without limitation, any loss due to failure of a foreign bank or intermediary to deliver the funds to a beneficiary.
6. Repetitive Transfers.
6.1 A Repetitive Transfer is a template-based transfer order that Customer intends to be made on a recurring, periodic basis to the same beneficiary and the same account at the same beneficiary bank and for which only the date and dollar amount and any additional optional information vary.
6.2 Upon set-up of any Repetitive Transfer, Bank will transfer funds from Customer’s Deposit Account(s) according to the schedule and parameters set forth by and/or for Customer in the Online Banking Service or any associated exhibits.
6.3 For domestic and international Repetitive Transfers transmitted through the Online Banking Service, Repetitive Transfers must be authorized in accordance with the terms and conditions of the Online Banking Service and related service requirements. Customer shall be responsible for the creation of all Repetitive Transfer templates. Bank shall not be liable for any error in Customer’s set-up or creation of any template.
6.4 Modifications or deletions of Repetitive Transfers that were established via the Online Banking Service must be modified or deleted by Customer via the Online Banking Service prior to Customer’s desired effective date of the change or deletion and in accordance with the time limits set forth within the Online Banking Service.
7. Cancellation and Amendment of a Wire.Customer may request that Bank attempt to cancel or amend a wire transfer previously received from Customer. If a cancellation or amendment request is received by Bank before the wire transfer is executed and with sufficient time to afford Bank an opportunity to act upon Customer’s request, Bank may, on its own initiative but without obligation, make a good faith effort to act upon such request. In the event Customer’s cancellation or amendment request is received after execution of Customer’s wire transfer request, Bank will attempt to have the wire transfer returned. Notwithstanding the foregoing, Bank shall have no liability for the failure to effect a cancellation or amendment, and Bank makes no representation or warranty regarding Bank’s ability to amend or cancel a wire transfer. Customer agrees to indemnify Bank against any loss, liability or expense (including reasonable attorney’s fees) which Bank incurs as a result of the request to cancel or amend a wire transfer and the actions Bank takes pursuant to such request.
8. Notice of Rejection or Return. Bank shall have no liability for wire transfers sent by Bank as directed by Customer which cannot be completed or which are returned due to incorrect information furnished by Customer. Customer is required to fully complete beneficiary name and address, as beneficiary bank may elect to return an otherwise valid wire transfer for incomplete beneficiary information. Bank may reject or impose conditions that must be satisfied before it will accept Customer’s instructions for any wire transfer, in its sole discretion, including, but not limited to, if there are insufficient Available Funds on deposit with Bank for the specified Deposit Account, if the transfer order that does not comply with the security procedures, if there is any inconsistency between a transfer order and information previously supplied to Bank, if Bank is unable to obtain confirmation of such transfer order satisfactory to Bank, if Bank believes that the wire transfer may not have in fact been authorized, or if Bank has other reasonable grounds not to honor the payment order. A wire transfer may also be rejected by an intermediary or beneficiary bank other than Bank, or by operation of law. If a wire transfer is rejected, Bank will endeavor to notify Customer promptly by telephone. Upon rejection or return, Bank shall have no further obligation to act upon a wire transfer, nor shall Bank have any liability to Customer due to rejection by another person in the wire transfer process, or the fact that notice was not given or was not given at an earlier time, or within any specified time of receipt, acceptance, execution or payment of any wire transfer.
9. Security Procedures.
9.1 Customer agrees that the Security Procedures used by Customer and set forth or incorporated by reference in this Appendix and/or associated documents, including but not limited to Schedule C to this Appendix, as well as the terms of and schedules to the Online Banking Service, are a commercially reasonable method of providing security against unauthorized wire transfers and for all other instructions from Customer to Bank. Any wire request transmitted by Customer shall be deemed authorized if transmitted in accordance with the Security Procedures. Customer also agrees that any election Customer may make to change or refuse the Security Procedures is at Customer’s risk and that any loss resulting in whole or in part from such change or refusal will be Customer’s responsibility.
9.2 Customer is strictly responsible for establishing and maintaining its own appropriate and commercially reasonable security procedures to safeguard against the unauthorized transmission of wire transfers to Bank. Customer shall prevent and safeguard against unauthorized transmissions, disclosures and access to security-related items, including information associated with the transmittal of wire transfers, such as security procedures, instructions, passwords and user identifications, and systems and equipment that interface with, connect to or allow access to Bank, its information, systems and equipment (hereinafter referred to collectively as “Security-Related Items”). Customer shall establish, maintain and enforce its own commercially reasonable security practices, techniques and procedures with respect to access to, storage and maintenance of Security-Related Items to safeguard against unauthorized transmissions and unauthorized access to Security-Related Items. Such practices, techniques and procedures shall be no less than the security-related requirements described in this Appendix or otherwise applicable to the Service.
9.3 Customer acknowledges that Bank strongly recommends “dual control” as an additional layer of security to the wire transfer feature of the Service. With this additional security feature, one Authorized User is permitted to create, edit, cancel, delete and restore wire transfer requests with his/her UserID, password and Access Devices; a second different Authorized User with his/her UserID, password and Access Devices is required to approve, release or delete wire transfer requests.
9.4 Customer warrants that no individual will be allowed to initiate transfers without proper supervision and safeguards, and agrees to take reasonable steps to maintain the confidentiality of the security procedures and any passwords, codes, security devices and related instructions provided by Bank in connection with the Security Procedures applicable to the Service and to restrict access thereto to Customer’s employees trusted with the duty to transmit wire transfer orders to Bank. If Customer suspects, knows, believes or has reason to believe that any such information or instructions have been known or otherwise accessed by unauthorized persons, Customer agrees to immediately notify Bank by phone, followed by written confirmation. The occurrence of unauthorized access shall not affect any transfers made in good faith by Bank prior to receipt of such notice and within a reasonable time period after notice is received to allow sufficient time for Bank to respond to such notice.
9.5 Bank may, from time to time, propose modified, additional or enhanced Security Procedures to Customer for use with the Service. Customer understands and agrees that if it declines to use any such modified, additional or enhanced Security Procedures, it will be liable for any losses that would have been prevented by such Security Procedures. Notwithstanding anything else contained in this Appendix, if Bank believes immediate action is required for the security of Bank or Customer funds, Bank may initiate modified, additional or additional Security Procedures immediately and provide prompt subsequent notice thereof to Customer.
9.6 Customer hereby acknowledges that the Security Procedures are neither designed nor intended to detect errors in the content or verify the contents of a wire transfer by Customer. Accordingly, any errors contained in wire transfers from Customer shall be Customer’s responsibility, and Customer shall be obligated to pay or repay (as the case may be) the amount of any such wire transfer. No Security Procedures for the detection of any such Customer error have been agreed upon between Bank and Customer. IF CUSTOMER ELECTS TO WAIVE THE USE OF DUAL CONTROL AND/OR OTHER ADDITIONAL, RECOMMENDED SECURITY PROCEDURES, CUSTOMER AGREES THAT SUCH WAIVER OR REJECTION IS AT CUSTOMER’S SOLE RISK, AND CUSTOMER SHALL BE RESPONSIBLE FOR ANY LOSS RESULTING IN WHOLE OR IN PART FROM SUCH WAIVER OR REJECTION. CUSTOMER FURTHER AGREES: (i) THAT BANK HAS OFFERED A COMMERCIALLY REASONABLE MEANS OF SECURITY AS DESCRIBED IN THE ADDITIONAL SECURITY PROCEDURE(S) THAT CUSTOMER HAS WAIVED OR REJECTED THE USE OF; AND (ii) THAT TRANSFER ORDERS TRANSMITTED BY CUSTOMER BY WAIVING OR REJECTING THE SECURITY PROCEDURE(S) SHALL BE TREATED AS AUTHORIZED.
10. Compliance with Security Procedures.
10.1 If a wire transfer (or a request for cancellation or amendment of a wire transfer) received by Bank was sent in accordance with the Security Procedures applicable to the Service and thereby purports to have been transmitted or authorized by Customer, it shall be deemed effective as Customer’s wire transfer (or request), even if the wire transfer (or request) was not authorized by Customer. If Bank accepted the wire transfer (a) in compliance with the Security Procedures with respect to such wire transfer, (b) in compliance with any written agreement or instruction of Customer restricting acceptance of wire transfer issued in Customer’s name, and (c) in good faith, then Customer shall be obligated to pay Bank the amount of such wire transfer.
10.2 If a wire transfer (or a request for cancellation or amendment of a wire transfer) received by Bank was actually sent or authorized by Customer, Customer shall pay Bank the amount of any such wire transfer, whether or not Bank complied with the Security Procedures applicable to the Service and whether or not that wire transfer was erroneous in any respect or that any such error would have been detected if Bank had complied with the Security Procedures.
11. Accuracy; Inconsistency of Receiving Beneficiary Name and Account Number.
In submitting any wire request or related instructions, Customer shall be responsible for providing all necessary information required by Bank. Bank’s Service is only designed to respond to information provided by Customer. Accordingly, any inaccuracy in any information provided by Customer may result in an unintended transfer of funds. Bank bears no responsibility and shall not be liable to Customer for any information provided by Customer in a wire request or related instructions that is inaccurate, incomplete or otherwise incorrect. Customer acknowledges and agrees that, in accordance with Article 4A of the UCC, Bank shall be entitled to rely upon the numbers supplied by Customer to identify banks, beneficiaries and other parties to the wire transfer, even if those numbers disagree or are inconsistent with the names of those parties as provided by Customer. Bank and any other receiving financial institution shall have no obligation to determine whether a name and number identify the same person or institution. Customer acknowledges that payment of a wire request or related instructions may be made by the beneficiary’s bank on the basis of an identifying or bank account number even if it identifies a person different from the named beneficiary.
12. Payment; Authorization to Charge Account.
12.1 Customer will compensate Bank for the Service as applicable and as provided in Bank’s Fee Schedule attached as Schedule D to this Appendix. In connection with each wire transfer, Customer shall also pay Bank’s online wire transfer fee in effect at the time of such transfer. Bank shall be authorized to deduct its fees hereunder from any Deposit Account of Customer.
12.2 Customer agrees to pay Bank the amount of each transfer order received from Customer on the Business Day that Bank executes said order or at such other time as Bank may determine. Bank may, without prior notice or demand, obtain payment of such amount by debiting the Account designated or, in the event there are not sufficient Available Funds in the Deposit Account, debiting any other Deposit Account Customer maintains with Bank, in Bank’s sole and exclusive discretion. Customer agrees to at all times maintain a balance of Available Funds in Customer’s designated Deposit Account sufficient to cover payment of Customer’s obligations under this Appendix. Bank is not obligated to execute and may reject, without notice to Customer, any transfer order which exceeds the amount of Available Funds on deposit with Bank for the specified Deposit Account or any transfer order that does not comply with the Security Procedures as such may be modified from time to time. The aforementioned notwithstanding, Bank may, at Bank’s discretion and with the approval of one of Customer’s officers with the appropriate borrowing authority, execute a transfer which fails to meet Available Funds requirements. If Bank does so, Customer agrees to repay Bank on demand the amount of any resulting overdraft in Customer’s Deposit Account, as well as the overdraft fees specified in Customer’s Deposit Account Agreement and/or applicable Fee Schedule.
13. Advices and Statements. All wire transfers accepted by Bank (including wire transfers sent or received on behalf of Customer) will be reflected on Customer’s Online Banking Service daily history and on Customer’s periodic Deposit Account statement issued by Bank with respect to the Deposit Account(s) to or from which Customer’s wire transfer was made. If Customer elects to sign up for Bank’s special notification feature, Bank will also send Customer an advice or notice to the email address(es) specified by Customer if a wire transfer has been accepted. Customer agrees to check the daily history of the Deposit Account(s) on the day after the processing date and to notify Bank immediately of any discrepancies between Customer’s records and the daily history. Customer also agrees to notify Bank in accordance with the terms of Section 11 of the Agreement of any discrepancy between Customer’s records and the information shown on the periodic statement for the Account(s). If Customer fails to notify Bank of any such discrepancy as required by this paragraph, Customer agrees that Bank’s liability for any Customer losses with respect to an Entry shown on the daily history or periodic statement shall be limited as set forth in the parties’ Agreement.
14. Refunds. If the beneficiary’s bank does not pay the beneficiary specified in the wire transfer order, a refund will be made only after Bank has received confirmation of the effective cancellation of the wire transfer order and Bank is in free possession of the funds debited or earmarked in connection with the wire transfer order. Any refund will be made for either (i) the face amount of the wire transfer (less Bank’s fee and expenses and expenses of Bank’s correspondents, agents or sub-agents) or (ii) the amount actually received by Bank in settlement of the liability to Bank of our correspondent, agents or subagents, or foreign postal services, whichever is lower. As a condition of making refund, however, Bank shall have the option, for a wire transfer composed or partially composed of foreign currency, to make refund (i) in that foreign currency, or (ii) in U.S. Dollars at Bank’s buying rate on the date of refund to Customer. When the funds for payment of the wire transfer have been remitted abroad and have not been returned or otherwise made available to Bank, Bank shall not be obligated to make any refund on account of the wire transfer. Bank shall not be liable for a sum greater than the amount paid for the wire transfer, exclusive of commission, cable-charges, and other expenses.
15. Use of Correspondent Accounts. A wire transfer may be executed through anyone, or a series of, correspondent banks of the beneficiary’s bank and of Bank in a manner deemed most appropriate and effective by Bank or by any other bank participating in the wire transfer.
16. Bank Reliance; Authentication.
16.1 Bank shall be entitled to rely in good faith on communications it receives as being given or sent by an Authorized User and as being genuine and correct. Bank shall not be liable to Customer for the consequences of such reliance.
16.2BANK MAY TAKE SUCH ADDITIONAL STEPS AND IMPLEMENT SUCH PROCEDURES AS IT MAY DEEM APPROPRIATE TO VERIFY THE AUTHENTICITY OF ANY WIRE TRANSFER. BANK MAY DELAY THE EXECUTION OF ANY WIRE TRANSFER PENDING COMPLETION OF A CALL-BACK OR RECEIPT OF ANOTHER FORM OF VERIFICATION WHICH IS SATISFACTORY TO BANK. IF BANK IS UNABLE TO OBTAIN SATISFACTORY VERIFICATION, BANK, IN ITS SOLE DISCRETION, MAY REFUSE TO EXECUTE ANY WIRE TRANSFER. In no event shall Bank be liable for any delay in executing a wire transfer or for failure to execute a wire transfer due to the absence of satisfactory verification.
16.3 Bank may electronically record any telephone conversations between Bank personnel and Customer.
16.4 Wire transfer transactions are subject to all the foregoing and all regulations governing electronic transactions, including but not limited to Article 4A of the UCC.
17. Bank Responsibilities.
17.1 In the performance of the Service addressed by this Appendix, Bank shall be entitled to rely solely on the information, representations, and warranties provided by Customer pursuant to this Appendix, and shall not be responsible for the accuracy or completeness thereof. Bank shall be responsible only for performing the Service as expressly provided for in this Appendix. Bank shall not be responsible for Customer’s acts or omissions (including, without limitation, the amount, accuracy, timeliness of transmittal or authorization of any instruction or transaction received from Customer or through Customer’s Access Devices, as defined in the Agreement) or those of any other person, including without limitation any Federal Reserve Bank or transmission or communications facility, and no such person shall be deemed Bank’s agent. Customer agrees to indemnify and defend Bank against any loss, liability or expense (including reasonable attorney’s fees and expenses) resulting from or arising out of any claim of any person that Bank is responsible for any act or omission of Customer or any other person described in this Section 17.
17.2 Customer acknowledges and agrees that Bank’s provision of the Service hereunder may be interrupted from time to time. Without limiting the generality of the foregoing, Bank shall be excused from failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission or communication facilities, equipment or software error or malfunction, war, acts of terrorism, emergency conditions or other circumstances beyond Bank’s reasonable control. From time to time Bank may need to temporarily suspend the Service or the processing of a transaction for greater scrutiny or verification, including, but not limited to, suspending processing to review for suspected fraudulent activity, verification that Available Funds are sufficient as well as fully collected and valid, or for OFAC compliance in accordance with applicable OFAC guidance, and Bank shall be excused if this action causes delay in the settlement and/or availability of the transaction. In addition, Bank shall be excused from failing to transmit or delay in transmitting a payment, transfer or other use of the Service (i) if, in Bank’s reasonable judgment, processing a payment, transfer or other use of the Service would violate or contribute to the violation of any present or future risk control program of the Federal Reserve or any applicable rule, law, regulation, or regulatory requirement; (ii) if Bank reasonably suspects that a transaction involves fraudulent activity or that Available Funds will not ultimately be sufficient to cover a transaction, or (iii) if processing a payment, transfer or other use of the Service, in Bank’s sole discretion, would cause Bank to engage in an unsafe or unsound practice.
18. Cooperation in Loss Recovery Efforts. In the event of any damages for which Bank or Customer may be liable to each other or to a third party pursuant to the Service provided under this Appendix, Bank and Customer shall undertake reasonable efforts to cooperate with each other, as permitted by applicable law, in performing loss recovery efforts and in connection with any actions that the relevant party may be obligated to defend or elects to pursue against a third party.
19. Data Breaches. Customer agrees to comply with the requirements of Section 10 of the Agreement with respect to Data Breaches.
20. Compliance. Customer shall comply with all applicable laws, rules and regulations in connection with the Service. Customer agrees to be bound by such rules, and agrees not to initiate or receive a wire transfer request or related instruction in violation of international, federal, state and local laws and regulations including, without limitation, the regulations promulgated by the Office of Foreign Asset Control (“OFAC”). To the extent permissible under applicable law, Customer shall be responsible for and shall fully indemnify Bank for any and all fines, assessments and reasonable attorney’s fees incurred by or imposed on Bank as a result of any infraction or violation of such rules caused by or attributable to Customer.
21. Termination. The parties may terminate this Appendix in accordance with the terms and conditions of the parties’ Agreement. This Appendix will automatically and immediately terminate if the parties’ Agreement terminates, or if any Deposit Account upon which the Service is dependent is terminated. Any termination of this Appendix shall not affect any of Bank’s rights and Customer’s obligations with respect to wire requests or related instructions initiated by Customer prior to the effective time of such termination, or the payment obligations of Customer with respect to services performed hereunder by Bank prior to the effective time of such termination, or any other obligations that survive termination of this Appendix. The provisions of this Appendix that are necessary to give effect to the purposes of this Appendix shall survive its termination.
22. Governing Law. In addition to the terms and conditions of the parties’ Agreement, the parties agree that if any payment order governed by this Appendix is part of a funds transfer subject to the federal Electronic Funds Transfer Act, then all actions and disputes as between Customer, or any Third-Party Service Provider (as defined in the Agreement) acting on Customer’s behalf, and Bank shall be governed by Article 4A of the UCC, as varied by this Appendix.
23. Effectiveness. Customer agrees to all the terms and conditions of this Appendix. The liability of Bank under this Appendix shall in all cases be subject to the provisions of the Agreement, including, without limitation, any provisions thereof that exclude or limit warranties made by, damages payable by or remedies available from Bank. This Appendix replaces and supersedes all prior agreements on file with respect to the services described herein and shall remain in full force and effect until termination or such time as a different or amended Appendix is accepted in writing by Bank or the Agreement is terminated.
SCHEDULE A: PROCESSING SPECIFICATIONS
Delivery Deadlines / Cut-Off Times:
A. Domestic Wire Transfers initiated and approved by 4:00 p.m. ET on a Business Day will be processed that same day if that day is also a Business Day for Bank’s correspondent facility and the recipient bank; transfers initiated and approved after 4:00 p.m. ET will be processed the next Business Day if that day is also a Business Day for Bank’s correspondent facility and the recipient bank.
B. International Wire Transfers of foreign currency or U.S. currency initiated and approved by 1:00 p.m. ET on a Business Day will be processed within the industry standard delivery time (in most,but not all cases, two (2) Business Days). Foreign transfers may be subject to delays based on time-zone issues; the remote location of the recipient bank; cultural differences with respect to holidays and times of observation, etc.; and incorrect information being supplied by Customer.
SCHEDULE B: CUSTOMER’S DESIGNATED ACCOUNT(S)
Total Daily Wire Limit: $25,000.00
THIS SCHEDULE B IS: [X] An Original Schedule B to the Wire Transfer Service Appendix
SCHEDULE C: ADDITIONAL SECURITY PROCEDURES
In addition to the Security Procedures applicable to the Online Banking Service, LendingClub Bank utilizes additional Security Procedures for its wire transfer customers. Call-Back Procedures: Bank requires call-back procedures for all wire transfer requests equal to or greater than $25,000.00. Customer must provide the necessary information below to designate those individuals who are authorized to receive and provide verification of all such wire transfer request via this call-back procedure. Personal Identification Number (PIN): Bank also requires the use of a PIN by each individual authorized to provide verification of all such wire transfer requests via the call-back procedure. The PIN will serve as an additional means to authenticate the identity of the authorized individual(s) during all telephone interactions involving Account/transaction specific details. Bank will distribute a unique PIN to each authorized individual designated below via secure email.
THIS SCHEDULE C IS: [X] An Original Schedule C to the Wire Transfer Service Appendix
SCHEDULE D: FEE SCHEDULE
$18.00 – Outgoing Domestic Wire Transfer
$40.00 – Outgoing International Wire Transfer
$10.00 – Incoming Wire Transfer
THIS SCHEDULE D IS: [X] An Original Schedule D to the Wire Transfer Service Appendix