‍Lüt ACH Origination Agreement

This agreement is made between Lüt Inc. and the “Customer”.

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Customer wishes to initiate credit and/or debit Entries through Customer’s accounts maintained at Customer’s depository financial institution and other financial institutions by means of the Automated Clearing House Network (“ACH”) pursuant to the terms of this Agreement and the rules of the National Automated Clearing House Association (“NACHA”) and Lüt’s operating rules and procedures for electronic entries, including any exhibits or appendices thereto now in effect, or as may be amended from time to time, (the "Rules"), and Lüt is willing to act as Third-Party Sender with respect to such Entries.  This Agreement sets forth the terms and conditions pursuant to which Lüt will provide to Customer the ACH Services outlined herein (“Services”).  Customer hereby requests Lüt to provide the Service described in this Agreement.  By executing this Agreement and/or using the Services described in this Agreement, Customer accepts and agrees to all terms, conditions, and provisions of this Agreement and agrees that this Agreement sets forth the terms and conditions pursuant to which Lüt will provide to Customer the Service outlined herein. Terms not otherwise defined in this Agreement shall have the meaning ascribed to those terms in the Rules.  The term "Entry" shall have the meaning provided in the Rules and shall also mean the data received from Customer hereunder from which Lüt initiates each Entry.

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Therefore, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lüt and Customer, intending to be legally bound, do hereby agree as follows:

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AGREEMENT

1. COMPLIANCE WITH RULES AND LAWS.  Customer acknowledges it has a copy or has access to a copy of the Rules.  The Rules may also be purchased online at www.nacha.org under the publications tab.  Customer agrees to comply with and be subject to all Rules of NACHA in existence at the date of this Agreement, and any amendments to these Rules made from time to time.  It shall be the sole responsibility of the Customer that the origination of ACH transactions complies with all applicable state and federal U.S. laws (together as "state and/or federal law"), including but is not limited to, sanctions enforced by the Office of Foreign Assets Control (“OFAC”).  It shall further be the sole responsibility of the Customer to obtain information regarding such OFAC enforced sanctions.  (This information may be obtained directly from the OFAC Compliance Hotline at 800-540-OFAC or from the OFAC’s home page site at www.ustreas.gov/ofac.)  Customer agrees that the performance of any action by Lüt to debit or credit an account or transfer funds otherwise required by the Rules is excused from the performance of such action to the extent that the action is inconsistent with state or federal law, including the obligations of Lüt under OFAC or any program administered by the United States Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”).  Customer agrees generally and warrants to Lüt that all actions by Customer contemplated by this Agreement, including the preparation, transmittal, and settlement of Entries and payment orders, shall comply in all material respects with all applicable state and federal laws, regulations, regulatory guidelines and guidance, and official commentaries, including without limitation all such regulations, guidelines, and commentaries issued by the Board of Governors of the Federal Reserve and the Federal Financial Institutions Examination Council (“FFIEC”).  Lüt will charge the Customer with any fines or penalties imposed by OFAC, NACHA or any organization which are incurred as a result of non-compliance by the Customer and the Customer agrees to fully reimburse and/or indemnify Lüt for such charges or fines.   The specific duties of the Customer provided in the following paragraphs of this Agreement in no way limit the foregoing undertaking.  The duties of the Customer set forth in the following paragraphs of this Agreement in no way limit the requirement of complying with the Rules. 

2. AUTHORIZATION.  Customer authorizes Lüt and Lüt’s ODFI to Originate Entries on behalf of Customer to Receiver’s accounts

3. UNDERWRITING.  Customer approval for use of this Service may be subject to underwriting criteria established by Lüt from time to time.  If Lüt requires application of underwriting criteria to Customer approval for use of this Service, Lüt will communicate to Customer the nature and content of that criteria and the information Customer will be required to provide to Lüt.  Customer agrees to provide Lüt such financial, business, and operating information as Lüt may reasonably request in connection with Lüt’s underwriting and approval process.  

4. SECURITY INTEREST.  To secure the payment and performance of Customer’s obligations set forth herein, Customer grants to Lüt a security interest in and pledges and assigns to Lüt all of Customer’s right, title, and interest in the following described property, whether now owned or hereafter existing or acquired and wherever located:  (a) all monies, instruments, savings, checking and other accounts of Customer (excluding IRA, Keogh, trust accounts and other accounts subject to tax penalties if so assigned) that are now or in the future in Lüt’s custody or control; (b) any other collateral described in any security instrument securing the obligations of Customer to Lüt under this Agreement or any other obligation of Customer to Lüt; and (c) all proceeds and products of the property as well as any replacements, accessions, substitutions, and additions to any of the above.

5. DESIGNATION OF ADMINISTRATOR.  In order to originate ACH Entries, Customer must designate at least one Administrator.  Administrator(s) shall be responsible for designating “Users” who Customer authorizes to issue Entries on its behalf.  For the purposes of this Agreement, the term User shall also include the Administrator.   Customer agrees that any such online Entries shall comply with Lüt’s Security Procedures, which are subject to change without notice to Customer.  

6. TRANSMISSION OF ENTRIES BY CUSTOMER.  User(s) shall initiate the debit or credit Entries in Schedule A hereunder on behalf of and selected by Customer and approved by Lüt.  Lüt shall be entitled to deem any person having knowledge of any Security Procedure, defined below in Section 8 of this Agreement, and required to initiate Entries under this Agreement, to be a User.  User(s) shall transmit Entries to Lüt via the Lüt portal or API’s. Entries received after the cut off time shall be deemed to have been received on the next Business Day.  The total dollar amount of Entries transmitted by Customer to Lüt on any one Business Day shall not exceed the ACH Processing Limit set forth in Schedule D or as subsequently requested by Customer and approved in writing by Lüt.  Customer may not reinitiate entries except as prescribed by the Rules.

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"Entry Settlement Limit" means the maximum aggregate amount of In-Process Entries permitted to be outstanding at any time, which amount shall be separately communicated to Customer by Lüt in writing from time to time.

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"In-Process Entries" means the aggregate dollar amount of all credit or debit Entries initiated by Customer and in process on any date for which settlement has not occurred with respect to credit Entries, or the applicable period for the return of items has not expired with respect to debit Entries.

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"Over Limit Entry" means an Entry in the amount of which would cause the aggregate amount of In-Process Entries to exceed the Entry Settlement Limit.  Customer agrees that Lüt will not process an Over Limit Entry.  Lüt will suspend any Over Limit Entry submitted by Customer and may, following its receipt of an Over Limit Entry; suspend all In-Process Entries.  Customer acknowledges that any Over Limit Entry or other In-Process Entries suspended by Lüt will not settle on their scheduled Settlement Date.  If Customer wishes to initiate an Entry that would cause the amount of In-Process Entries to exceed the Entry Settlement Limit, Customer may submit to Lüt its request to initiate an Entry that otherwise would be an Over Limit Entry.  Customer must submit its request at least 2 banking days prior to the date on which Customer wishes to initiate the Entry that otherwise would be an Over Limit Entry.  Lüt may require from Customer financial or other information in connection with Lüt’s consideration of the request.  Lüt may grant or deny Customer's request at its sole discretion.  In addition to the foregoing, Lüt generally reserves the right to limit the nature and amount of the preauthorized debit/credit Entries processed under this Agreement or to refuse to process any debit/credit Entries under this Agreement if, in Lüt’s sole judgment (i) there is reasonable cause to believe that any Entry will be returned or will not settle in the ordinary course of the transaction for any reason, or (ii) to do otherwise would violate any limit set by the applicable clearing house association or any governmental authority or agency to control payment system risk. If any of the foregoing actions are taken by Lüt with respect to a particular preauthorized debit/credit Entry, Lüt will notify Customer as promptly as practicable, but in no event later than 2 banking days after its decision.  CUSTOMER HEREBY INDEMNIFIES AND HOLDS HARMLESS LÜT FOR ANY LOSSES, DAMAGES, FINES, ASSESSMENTS, COSTS AND EXPENSES INCURRED BY CUSTOMER ARISING FROM ANY SUSPENDED OR UNPROCESSED OVER LIMIT ENTRIES OR ANY IN-PROCESS ENTRIES THAT MAY BE SUSPENDED PURSUANT TO THIS SECTION.

7. THIRD PARTY SERVICE PROVIDERS.  Customer may be using special equipment, services or software provided by a third-party to assist it in processing Files hereunder (“Service Provider”).  Customer (a) agrees that Service Provider is acting as Customer’s agent in the delivery of Files to Lüt, and (b) agrees to assume full responsibility and liability for any failure of Service Provider to comply with state and federal laws with the exception of federal laws related to marijuana, the Rules, and this Agreement.  Lüt will not be liable for any losses or additional costs incurred by Customer as a result of any error by Service Provider or a malfunction of equipment provided by Service Provider.  Customer is solely responsible for maintaining compliance with the requirements of Service Provider, including obtaining any software updates.  Lüt’s sole responsibility shall be to transmit Lüt approved transactions to Lüt’s ODFI and Lüt shall not have any responsibility for any File handled by Service Provider until that point in time when Lüt accepts and approves a File from such Service Provider for processing.  If Lüt authorizes Customer to use a Service Provider, the terms and conditions governing the relationship between Customer and the Service Provider shall be governed by a separate agreement between Customer and Service Provider (“Service Provider Agreement”).  All of Customer’s obligations and responsibilities under this Agreement will apply to the Service Provider, and Customer’s separate agreement with the Service Provider must so provide.  At Lüt’s request, Customer will provide to Lüt a true and exact copy of such agreement.  Customer shall designate the Service Provider as a User and the Service Provider must also enter into a Service Provider Agreement with Customer before the Service Provider sends Files to Lüt.  Notwithstanding the foregoing, Customer hereby authorizes Lüt to accept any File submitted by the Service Provider even if the Service Provider has not been designated as a User or if the Third-Party Service Provider has not executed the Service Provider agreement.  Customer hereby indemnifies and holds Lüt harmless for any losses, damages, fines, assessments, costs, and expenses incurred or suffered by Lüt or any other person as a result of or arising from Customer’s use of Service Provider, including fines or assessments incurred under or pursuant to the Rules and attorneys' fees. 

8. SECURITY PROCEDURES.

(a) The Customer shall comply with the “Security Procedures” described in Schedule C attached hereto and made a part hereof, and Customer acknowledges and agrees that the Security Procedures, including (without limitation) any code, password, personal identification number, user identification technology, token, certificate, or other element, means, or method of authentication or identification used in connection with a Security Procedure (“Security Devices”) used in connection therewith, constitute commercially reasonable security procedures under applicable law for the initiation of ACH entries.  Customer authorizes Lüt to follow any and all instructions entered and transactions initiated using applicable Security Procedures unless and until Customer has notified Lüt, according to notification procedures prescribed by Lüt, that the Security Procedures or any Security Device has been stolen, compromised, or otherwise become known to persons other than User(s) and until Lüt has had a reasonable opportunity to act upon such notice. Customer agrees that the initiation of a transaction using applicable Security Procedures constitutes sufficient authorization for Lüt to execute such transaction and Customer agrees and intends that the submission of transaction orders and instructions using the Security Procedures shall be considered the same as Customer’s written signature in authorizing Lüt to execute such transaction.  Customer acknowledges and agrees that Customer shall be bound by any and all Entries initiated through the use of such Security Procedures, whether authorized or unauthorized, and by any and all transactions and activity otherwise initiated by User(s), to the fullest extent allowed by law.  Customer further acknowledges and agrees that the Security Procedures are not designed to detect error in the transmission or content of communications or Entries initiated by Customer and that Customer bears the sole responsibility for detecting and preventing such error.  

(b) Customer agrees to keep all Security Procedures and Security Devices protected, secure, and strictly confidential and to provide or make available the same only to User(s).  Customer agrees to instruct each User not to disclose or provide any Security Procedures or Security Devices to any unauthorized person.  Lüt shall distribute Security Devices to the Administrator and Lüt shall otherwise communicate with the Administrator regarding Security Procedures.  Customer’s Administrator shall have responsibility to distribute Security Devices to User(s) and to ensure the proper implementation and use of the Security Procedures by User(s).  Where Customer has the ability to change or modify a Security Device from time to time (e.g., a password or PIN), Customer agrees to change Security Devices frequently in order to ensure the security of the Security Device.  Customer agrees to notify Lüt immediately, according to notification procedures prescribed by Lüt, if Customer believes that any Security Procedures or Security Device has been stolen, compromised, or otherwise become known to persons other than User(s) or if Customer believes that any ACH transaction or activity is unauthorized or in error.  In the event of any actual or threatened breach of security, Lüt may issue Customer a new Security Device or establish new Security Procedures as soon as reasonably practicable, but Lüt shall not be liable to Customer or any third-party for any delay in taking such actions.

(c) Customer agrees to notify Lüt immediately, according to notification procedures prescribed by Lüt, if the authority of any Administrator(s) shall change or be revoked.  Customer shall recover and return to Lüt any Security Devices in the possession of any User(s) whose authority to have the Security Device has been revoked.  

(d) Lüt reserves the right to modify, amend, supplement, or cancel any or all Security Procedures, and/or to cancel or replace any Security Device, at any time and from time to time in Lüt’s discretion.  Lüt will endeavor to give Customer reasonable notice of any change in Security Procedures; provided that Lüt may make any change in Security Procedures without advance notice to Customer if Lüt, in its judgment and discretion, believes such change to be necessary or desirable to protect the security of Lüt’s systems and assets.  Customer’s implementation and use of any changed Security Procedures after any change in Security Procedures shall constitute Customer’s agreement to the change and Customer’s agreement that the applicable Security Procedures, as changed, are commercially reasonable and adequate for the purposes intended.

9. PHYSICAL AND ELECTRONIC SECURITY. 
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(a) Customer is solely responsible for providing for and maintaining the physical, electronic, procedural, administrative, and technical security of data and systems in Customer’s possession or under Customer’s control.  Without limiting the generality of the foregoing, Customer specifically acknowledges and agrees that as part of the foregoing obligation Customer shall comply with the provisions within Article One of the Rules, entitled “Security Requirements,” for the safeguarding of Protected Information, as that term is defined in the Rules.  Lüt is not responsible for any computer viruses (including, without limitation, programs commonly referred to as “malware,” “keystroke loggers,” and/or “spyware”), problems or malfunctions resulting from any computer viruses, or any related problems that may be associated with the use of an online system or any ACH Origination services.  Any material downloaded or otherwise obtained is obtained at Customer’s own discretion and risk, and Lüt is not responsible for any damage to Customer’s computer or operating systems or for loss of data that results from the download of any such material, whether due to any computer virus or otherwise.  Customer is solely responsible for maintaining and applying anti-virus software, security patches, firewalls, and other security measures with respect to Customer’s operating systems, and for protecting, securing, and backing up any data and information stored in or on Customer’s operating systems.   Lüt is not responsible for any errors or failures resulting from defects in or malfunctions of any software installed on Customer’s operating systems or accessed through an Internet connection.
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(b) Customer acknowledges and agrees that it is Customer’s responsibility to protect itself and to be vigilant against e-mail fraud and other internet frauds and schemes (including, without limitation, fraud commonly referred to as “phishing” and “pharming”).  Customer agrees to educate User(s), agents, and employees as to the risks of such fraud and to train such persons to avoid such risks.  Customer acknowledges that Lüt will never contact Customer by e-mail in order to ask for or to verify Account numbers, Security Devices, or any sensitive or confidential information.  In the event Customer receives an e-mail or other electronic communication that Customer believes, or has reason to believe, is fraudulent, Customer agrees that neither Customer nor its User(s), agents, and employees shall respond to the e-mail, provide any information to the e-mail sender, click on any links in the e-mail, or otherwise comply with any instructions in the e-mail.  Customer agrees that Lüt is not responsible for any losses, injuries, or harm incurred by Customer as a result of any electronic, e-mail, or Internet fraud.

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(c)In the event of a breach of the Security Procedure, Customer agrees to assist Lüt in determining the manner and source of the breach.  Such assistance shall include, but shall not be limited to, providing Lüt or Lüt’s agent access to Customer’s hard drive, storage media and devices, systems and any other equipment or device that was used in breach of the Security Procedure.  Customer further agrees to provide to Lüt any analysis of such equipment, device, or software or any report of such analysis performed by Customer, Customer’s agents, law enforcement agencies, or any other third party.  Failure of Customer to assist Lüt shall be an admission by Customer that the breach of the Security Procedure was caused by a person who obtained access to transmitting facilities of Customer or who obtained information facilitating the breach of the Security Procedure from Customer and not from a source controlled by Lüt.

(d) CUSTOMER HEREBY INDEMNIFIES AND HOLDS HARMLESS LÜT FOR ANY LOSSES, DAMAGES, FINES, ASSESSMENTS, COSTS AND EXPENSES INCURRED BY CUSTOMER, ARISING FROM ANY BREACH OF PHYSICAL OR ELECTRONIC SECURITY UNDER CUSTOMER'S CONTROL, WHETHER OCCURRING DUE TO ANY COMPUTER VIRUS, MALWARE, SPYWARE, EMAIL SCHEME, OR ANY OTHER RELATED ELECTRONIC BREACH OF THE SECURITY SYSTEMS.

10. INTERNATIONAL ACH TRANSACTIONS (“IAT”).  Customer shall not initiate any IAT Entries without first receiving Lüt’s written prior approval and signs an IAT Addendum.
11. CREDIT AND DEBIT ENTRIES; RECORDS RETENTION.  Customer shall obtain an authorization (“Authorization”) as required by the Rules from the person or entity whose account will be debited or credited as the result of a debit or credit Entry initiated by Customer and Customer shall retain the Authorization in original form while it is in effect and the original or a copy of each authorization for two (2) years after termination or revocation of such authorization as stated in the Rules. Upon request, Customer shall furnish the original or a copy of the authorization to Lüt within seven (7) Banking Days.  

The following table shows the proper SEC Codes to use depending on how you obtained the authorization to debit/credit an individual or company’s account:

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• All transactions from a business account must be CCD or CTX.  Please see the CCD and CTX definition in Schedule A or refer to the NACHA Rules for a detailed explanation.

12. RECORDING AND USE OF COMMUNICATIONS.  Customer and Lüt agree that all telephone conversations or data transmissions between them or their agents made in connection with this Agreement may be electronically recorded and retained by either party by use of any reasonable means.  Lüt shall not be obligated to make such recordings.
13. PROCESSING, TRANSMITTAL, AND SETTLEMENT BY LÜT.  Except as otherwise provided for in this Agreement and if Lüt elects to accept Entries, Lüt shall: 

(a) (i) use commercially reasonable efforts to comply with the instructions of Customer, (ii) process Entries received from Customer to conform with the file specifications set forth in the Rules, (iii) transmit such Entries to Lüt’s ODFI, and (iv) settle for such Entries within 2 Banking Days. 

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(b) transmit such Entries to Lüt’s ODFI by the deposit deadline of the ODFI, provided: (i) such Entries are completely received by Lüt’s cut-off time at the location specified by Lüt to Customer from time to time; (ii) the Effective Entry Date satisfies the criteria provided by Lüt to Customer; and (iii) the ODFI is open for business on such Business Day.  Customer agrees that the ODFI selected by Lüt shall be considered to have been selected by and designated by Customer.

14. PAYMENT FOR CREDIT ENTRIES AND RETURNED DEBIT ENTRIES.  Customer agrees to pay for all credit Entries issued by Customer, User(s), or credit Entries otherwise made effective against Customer.  Customer shall make payment to Lüt on the date as determined by Lüt in its sole discretion (“Payment Date”).  Customer shall pay Lüt for the amount of each debit Entry returned by a Receiving Depository Financial Institution (“RDFI”) or debit Entry dishonored by Lüt or Lüt’s ODFI.  Payment shall be made by Customer to Lüt in any manner specified by Lüt.  Notwithstanding the foregoing, Lüt is hereby authorized to debit the account(s) ("Authorized Account(s)") designated in Merchant Application, as payment for all payments due Lüt under this Agreement.  Customer shall maintain sufficient collected funds in the Authorized Account(s) to pay for all payments due Lüt under this Agreement on the Payment Date.   In the event a debit Entry is returned for any reason from the Authorized Account and Customer does not immediately wire into Lüt’s account the amount of the returned debit Entry, Lüt may take any of the following actions:
    

(a) Refuse to process all Entries Transmitted to Lüt after receipt of the returned debit Entry, in which event Lüt shall return the data relating to such Entries to Customer, whereupon Lüt shall have no liability to Customer or to any third-party as a result thereof; or

(b) Refuse to process all credit Entries Transmitted to Lüt after receipt of the returned debit Entry, and withhold from Customer’s credit settlement the amount of returned debit Entry, in which event Lüt shall return the data relating to such credit Entries to Customer, whereupon Lüt shall have no liability to Customer or to any third-party as a result thereof; or

(c) Deduct the return transaction amounts from future settlements.

15. PRE-FUNDING.  Lüt reserves the right to require Customer to pre-fund an Account maintained at Lüt prior to the Settlement Date of the ACH File.  Lüt shall determine whether pre-funding is required based on criteria established from time to time by Lüt.  Lüt will communicate directly to Customer if pre-funding is required and, if requested by Customer, will provide Customer with an explanation of its pre-funding criteria.  If it is determined that pre-funding is required, Customer will provide immediately available and collected funds sufficient to pay all Entries initiated by Customer (a) not later than 8:00 a.m. local time 3 banking days before each Settlement Date, and (b) prior to initiating any Entries for which pre-funding is required.
16. RESERVES.  

(a) From time to time, Lüt shall evaluate Customer's transaction activity for the purpose of establishing averages for transaction frequency, amount, returns and adjustments.  These evaluations will occur at least annually and may occur more frequently at Lüt’s discretion.  In connection with these evaluations, Lüt reserves the right to require Customer to establish reserves with Lüt calculated by Lüt to cover Customer's obligations to Lüt arising from ACH activities under this Agreement ("Reserves").  Reserves may be expressed as a fixed dollar amount or as a "rolling reserve" calculated based on "rolling" averages determined by Lüt’s periodic evaluations.  The amount of reserves required by Lüt, if any, will be communicated directly to Customer from time to time.  Customer agrees to establish reserves as required by Lüt within 1 Banking Day after receipt of a communication from Lüt setting forth the amount of required reserves and the basis of calculation used to determine the amount of reserves.  Lüt may suspend ACH processing activity for Customer if Customer fails to establish the required amount of reserves within the time period specified by Lüt in its communication to Customer.

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(b) Lüt is hereby authorized to charge the Reserves as payment for all payments due Lüt under this Agreement.

17. REJECTION OF ENTRIES.  Customer agrees that Lüt has no obligation to accept Entries and therefore may reject any Entry issued by Customer.  Lüt shall notify Customer of the rejection of an Entry within two (2) Banking Days.  Lüt shall have no liability to Customer for rejection of an Entry and shall not be liable to pay interest to Customer even if the amount of Customer's payment order is fully covered by a withdrawable credit balance in an Authorized Account of Customer or Lüt has otherwise received full payment from Customer.  CUSTOMER HEREBY INDEMNIFIES LÜT FROM AND AGAINST ANY AND ALL RESULTING CLAIMS, DEMANDS, LOSSES, LIABILITIES, OR EXPENSES, INCLUDING ATTORNEYS’ FEES AND COSTS, RESULTING DIRECTLY OR INDIRECTLY FROM FINANCIAL INSTITUTION'S REJECTION OF AN ENTRY.

18. CANCELLATION OR AMENDMENT BY CUSTOMER.  Customer shall have no right to cancel or amend any Entry after its receipt by Lüt.  However, Lüt may, at its option, accept a cancellation or amendment by Customer.  If Lüt accepts a cancellation or amendment of an Entry, Customer must comply with the Security Procedures provided in Section 8 of this Agreement.  If such a request is received by Lüt before the affected Entry has been transmitted to the ACH, Lüt will use reasonable efforts to cancel or amend the Entry as requested, but Lüt shall have no liability if the cancellation or amendment is not effected.   IF LÜT ACCEPTS A CANCELLATION OR AMENDMENT OF AN ENTRY, CUSTOMER HEREBY AGREES TO INDEMNIFY, DEFEND ALL CLAIMS AND HOLD LÜT HARMLESS FROM ANY LOSS, DAMAGES, OR EXPENSES, INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES, INCURRED BY LÜT AS THE RESULT OF ITS ACCEPTANCE OF THE CANCELLATION OR AMENDMENT.
19. REVERSALS OF ENTRIES.

(a) General Procedure.  Upon proper and timely request by the Customer, Lüt will use reasonable efforts to effect a reversal of an Entry or File.  To be "proper and timely," the request must (i) be made within five (5) Business Days of the Effective Entry Date for the Entry or File to be reversed; (ii) be made immediately, not to exceed ten (10) hours, upon discovery of the error; and (iii) be accompanied by a Reversal/Cancellation Request form and comply with all of the Rules. In addition, if the Customer requests reversal of a Debit Entry or Debit File, it shall concurrently deposit into the Customer Account an amount equal to that Entry or File.  The Customer must make a reasonable attempt to notify the Receiver of any reversing Entry initiated to correct any Entry it has initiated in error.  The notification to the Receiver must include the reason for the reversal and be made no later than the Settlement Date of the reversing Entry. 

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(b)  No Liability: Reimbursement to Lüt.  Under no circumstances shall Lüt be liable for interest or related losses if the requested reversal of an Entry is not effected.  The Customer shall reimburse Lüt for any expenses, losses, or damages it incurs in effecting or attempting to effect the Customer's request for reversal of an Entry.

20. ERROR DETECTION.  Lüt has no obligation to discover and shall not be liable to Customer for errors made by Customer, including but not limited to errors made in identifying the Receiver, or an Intermediary or RDFI or for errors in the amount of an Entry or for errors in Settlement Dates.  Lüt shall likewise have no duty to discover and shall not be liable for duplicate Entries issued by Customer.  Notwithstanding the foregoing, if the Customer discovers that any Entry it has initiated was in error, it shall notify Lüt of such error.  In the event that Customer makes an error or issues a duplicate Entry, Customer shall indemnify, defend all claims, and hold Lüt harmless from any loss, damages, or expenses, including but not limited to attorney's fees, incurred by Lüt as result of the error or issuance of duplicate Entries.
21. PROHIBITED TRANSACTIONS.  Customer agrees not to use or attempt to use the Services (a) to engage in any illegal purpose or activity or to violate any applicable law, rule or regulation, notwithstanding, (b) to breach any contract or agreement by which Customer is bound, (c) to engage in any internet or online gambling transaction, whether or not gambling is legal in any applicable jurisdiction, or (d) to engage in any transaction or activity that is not specifically authorized and permitted by this Agreement.  Customer acknowledges and agrees that Lüt has no obligation to monitor Customer’s use of the Services for transactions and activity that is impermissible or prohibited under the terms of this Agreement; provided, however, that Lüt reserves the right to decline to execute any transaction or activity that Lüt believes violates the terms of this Agreement.
22. PRENOTIFICATION.  Customer, at its option, may send prenotification that it intends to initiate an Entry or Entries to a particular account within the time limits prescribed for such notice in the Rules.  Such notice shall be provided to Lüt in the format and on the medium provided in the media format section of such Rules.  If Customer receives notice that such prenotification has been rejected by an RDFI within the prescribed period, or that an RDFI will not receive Entries without having first received a copy of the Authorization signed by its customer, Customer will not initiate any corresponding Entries to such accounts until the cause for rejection has been corrected or until providing the RDFI with such authorization within the time limits provided by the Rules. 
23. NOTICE OF RETURNED ENTRIES AND NOTIFICATIONS OF CHANGE.    Lüt shall notify Customer by e-mail, facsimile transmission, US mail, Lüt portal or other means of the receipt of a returned Entry from Lüt’s ODFI.  Except for an Entry retransmitted by Customer in accordance with the requirements of Section 6, Lüt shall have no obligation to retransmit a returned Entry to Lüt’s ODFI if Lüt complied with the terms of this Agreement with respect to the original Entry.  Lüt shall provide Customer all information, as required by the Rules, with respect to each Notification of Change (“NOC”) Entry or Corrected Notification of Change (“Corrected NOC”) Entry received by Lüt relating to Entries transmitted by Customer.  Lüt must provide such information to Customer within two (2) Banking Days of the Settlement Date of each NOC or Corrected NOC Entry.  Customer shall ensure that changes requested by the NOC or Corrected NOC are made within three (3) Banking Days of Customer's receipt of the NOC information from Lüt or prior to initiating another Entry to the Receiver's account, whichever is later.  
24. ACCOUNT RECONCILIATION.  The Customer agrees to notify Lüt promptly of any discrepancy between the Customer’s records and the information shown on Customer’s periodic statement received from Customer’s financial institution.  If the Customer fails to notify Lüt within ten (10) calendar days of receipt of a periodic statement containing such information; the Customer agrees that Lüt shall not be liable for any other losses resulting from the Customer’s failure to give such notice or any loss of interest or any interest equivalent with respect to any Entry shown on such periodic statement.  If the Customer fails to notify Lüt within thirty (30) calendar days of receipt of such periodic statement, the Customer shall be precluded from asserting any discrepancy against Lüt.
25. PROVISIONAL SETTLEMENT.  Customer shall be bound by and comply with the Rules as in effect from time to time, including without limitation the provision thereof making payment of an Entry by the RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such Entry; and Customer acknowledges that it has received notice of that Rule and or the fact that, if such settlement is not received, the RDFI shall be entitled to a refund from the Receiver of the amount credited and Customer shall not be deemed to have paid the Receiver the amount of the Entry.
26. CUSTOMER REPRESENTATIONS AND WARRANTIES; INDEMNITY.  With respect to each and every Entry transmitted by Customer, Customer represents and warrants to Lüt and agrees that (a) each person or entity shown as the Receiver on an Entry received by Lüt from Customer has authorized the initiation of such Entry and the crediting or debiting of its account in the amount and on the Effective Entry Date shown on such Entry, (b) such authorization is operative at the time of transmittal for crediting or debiting by Lüt as provided herein, (c) Entries transmitted to Lüt by Customer are limited to those types of credit and debit Entries set forth in Schedule A, (d) Customer shall perform its obligations under this Agreement in accordance with all applicable state and federal laws, with the exception of federal laws related to marijuana, regulations, and orders, including, but not limited to, the sanctions laws, regulations, and orders administered by OFAC; laws, regulations, and orders administered FinCEN; and any state laws, regulations, or orders applicable to the providers of ACH payment services,  (e) Customer shall be bound by and comply with the provision of the Rules (among other provisions of the Rules) making payment of an Entry by the RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such Entry, and (f) Customer shall ensure that any and all non-public personal information provided by Customer to Lüt shall be secure and will not be disclosed to any unauthorized person.  Customer specifically acknowledges that it has received notice of the rule regarding provisional payment and of the fact that, if such settlement is not received, the RDFI shall be entitled to a refund from the Receiver of the amount credited and Customer shall not be deemed to have paid the Receiver the amount of the Entry.  THE CUSTOMER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS LÜT, AND ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, FROM AND AGAINST ANY AND ALL ACTIONS, COSTS, CLAIMS, LOSSES, DAMAGES, OR EXPENSES, INCLUDING ATTORNEY'S FEES AND EXPENSES, RESULTING FROM OR ARISING OUT OF (AA) ANY BREACH OF ANY OF THE AGREEMENTS, REPRESENTATIONS OR WARRANTIES OF THE CUSTOMER CONTAINED IN THIS AGREEMENT; OR (BB) ANY ACT OR OMISSION OF THE CUSTOMER OR ANY OTHER PERSON ACTING ON THE CUSTOMER'S BEHALF.  
27. ADDITIONAL CUSTOMER WARRANTIES FOR SELECTED STANDARD ENTRY CLASSES.  NACHA, in its role of ensuring the safety, security, and viability of the ACH Network, has determined that certain single-use or limited-use consumer authorizations have the potential to increase risk in the ACH system and compromise system effectiveness by increasing the incidence of returned Entries.  Therefore, to qualify as an Originator of such Entries, Customer hereby warrants to Lüt that for each such ACH Entry submitted for processing, Customer has obtained all authorizations from the Receiver as required by the Rules, by Regulation E or other applicable law, and this Agreement.  Customer also makes the additional warranties to Lüt that Lüt makes to each RDFI and ACH Operator under the Rules for the respective SEC codes for Entries originated by Customer.  CUSTOMER HEREBY INDEMNIFIES AND HOLDS LÜT HARMLESS FROM ANY LIABILITY ARISING OUT OF CUSTOMER’S BREACH OF THESE WARRANTIES.  
28. FINANCIAL INFORMATION AND AUDIT.  Lüt or Lüt’s ODFI shall have the right to audit the Customer's records and procedures for compliance with this Agreement, and all applicable Rules and state and/or federal law.  Lüt may from time to time request reasonable information from Customer in order to evaluate a continuation of the Service to be provided by Lüt hereunder and/or adjustment of any limits set by this Agreement.  Customer agrees to provide the requested financial information promptly upon request by Lüt, in the form required by Lüt.  Customer authorizes Lüt to investigate or reinvestigate at any time any information provided by Customer in connection with this Agreement or the Service.  Upon two Banking Days prior written request by Lüt, Customer hereby authorizes Lüt or Lüt’s ODFI to enter Customer’s business premises during regular business hours for the purpose of ensuring that Customer is in compliance with this Agreement and Customer specifically authorizes Lüt or Lüt’s ODFI to perform an audit of Customer’s operational controls, risk management practices, staffing and the need for training and ongoing support, and information technology infrastructure.  Customer shall bear all costs and expenses incurred in connection with any such audit.  Customer hereby acknowledges and agrees that Lüt or Lüt’s ODFI shall have the right to mandate specific, reasonable internal controls at Customer’s location(s) and Customer shall comply with any such mandate.  In addition, Customer hereby agrees to allow Lüt or Lüt’s ODFI to review available reports of independent audits performed at the Customer location related to information technology, the Service, and any associated operational processes.  Customer agrees that if requested by Lüt or Lüt’s ODFI, Customer will complete a self-assessment of Customer’s operations, management, staff, systems, internal controls, training, and risk management practices that would otherwise be reviewed by Lüt in an audit of Customer.  If Customer refuses to provide the requested financial information, or if Lüt concludes, in its sole discretion, that the risk of Customer is unacceptable, if Customer violates this Agreement or the Rules, or if Customer refuses to give Lüt or Lüt’s ODFI access to Customer’s premises, Lüt may terminate the Service and this Agreement according to the provisions hereof.  
29. LIMITATION OF LIABILITY. 

(a) IN THE PERFORMANCE OF THE SERVICES REQUIRED BY THIS AGREEMENT, LÜT SHALL BE ENTITLED TO RELY SOLELY ON THE INFORMATION, REPRESENTATIONS, AND WARRANTIES PROVIDED BY CUSTOMER PURSUANT TO THIS AGREEMENT, AND SHALL NOT BE RESPONSIBLE FOR THE ACCURACY OR COMPLETENESS THEREOF.  LÜT SHALL BE RESPONSIBLE ONLY FOR PERFORMING THE SERVICES EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, AND SHALL BE LIABLE ONLY FOR ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN PERFORMING THOSE SERVICES.  LÜT SHALL NOT BE RESPONSIBLE FOR CUSTOMER'S ACTS OR OMISSIONS (INCLUDING, WITHOUT LIMITATION, THE AMOUNT, ACCURACY, TIMELINESS OF TRANSMITTAL OR AUTHORIZATION OF ANY ENTRY RECEIVED FROM CUSTOMER) OR THOSE OF ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY FEDERAL RESERVE BANK, ACH OPERATOR OR TRANSMISSION OR COMMUNICATIONS FACILITY, ANY RECEIVER OR RDFI (INCLUDING, WITHOUT LIMITATION, THE RETURN OF ANY ENTRY BY SUCH RECEIVER OR RDFI), AND NO SUCH PERSON SHALL BE DEEMED LÜT’S AGENT.  CUSTOMER AGREES TO INDEMNIFY LÜT AGAINST ANY LOSS, LIABILITY OR EXPENSE (INCLUDING ATTORNEYS' FEES AND COSTS) RESULTING FROM OR ARISING OUT OF ANY CLAIM OF ANY PERSON THAT  LÜT IS RESPONSIBLE FOR ANY ACT OR OMISSION OF CUSTOMER OR ANY OTHER PERSON DESCRIBED IN THIS SECTION 29(a), INCLUDING CLAIMS BY A CONSUMER UNDER FEDERAL RESERVE BOARD REGULATION E.

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(b) LÜT’S LIABILITY HEREUNDER SHALL BE LIMITED TO LIABILITY FOR ITS OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.  NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL LÜT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT LOSS OR FOR ANY LOST OR IMPUTED PROFITS OR REVENUES OR COSTS OF COVER ARISING FROM OR RELATED TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, OR ANY OTHER DAMAGE WHICH CUSTOMER MAY INCUR OR SUFFER IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT THE LIKELIHOOD OF SUCH DAMAGES WAS KNOWN OR CONTEMPLATED BY  LÜT AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY OF LIABILITY WHICH CUSTOMER MAY ASSERT, INCLUDING, WITHOUT LIMITATION, LOSS OR DAMAGE FROM SUBSEQUENT WRONGFUL DISHONOR RESULTING FROM LÜT’S ACTS OR OMISSIONS PURSUANT TO THIS AGREEMENT. 

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(c) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING PROVISIONS, LÜT SHALL BE EXCUSED AND HELD HARMLESS FOR FAILING TO ACT OR DELAY IN ACTING IF SUCH FAILURE OR DELAY IS CAUSED BY LEGAL CONSTRAINT, INTERRUPTION OF TRANSMISSION OR COMMUNICATION FACILITIES, EQUIPMENT FAILURE, WAR, EMERGENCY CONDITIONS OR OTHER CIRCUMSTANCES BEYOND LÜT’S CONTROL (A "FORCE MAJEURE EVENT").  IN ADDITION, LÜT SHALL BE EXCUSED AND HELD HARMLESS FOR FAILING TO TRANSMIT OR DELAY IN TRANSMITTING AN ENTRY IF IN LÜT’S REASONABLE JUDGMENT WOULD VIOLATE ANY PROVISION OF ANY PRESENT OR FUTURE RISK CONTROL PROGRAM OF THE FEDERAL RESERVE OR ANY RULE OR REGULATION OF ANY OTHER U.S. GOVERNMENTAL REGULATORY AUTHORITY.  

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(d) CUSTOMER'S EXCLUSIVE REMEDIES FOR ANY AND ALL CLAIMS RELATED TO THE SERVICES PROVIDED HEREUNDER SHALL BE LIMITED TO THE AMOUNT RECOVERABLE BY LÜT OR LÜT’S ODFI FROM THE RDFI, OR ANY OTHER THIRD PARTY PURSUANT TO THE NACHA RULES OR ANY APPLICABLE INDEMNITY AGREEMENT.  

30. INDEMNIFICATION OF LÜT.  

(a) The Customer will indemnify Lüt if Lüt incurs any financial loss or liability (including attorneys' fees and associated expenses) due to the breach, with respect to any Entries initiated by the Customer, of any of the warranties contained in the NACHA Rules, except those due to the gross negligence of Lüt.  This indemnification includes reimbursement by the Customer to Lüt of any fines imposed on Lüt due to breaches of the NACHA Rules by the Customer or any Third-Party Service Provider.

(b) The Customer will indemnify Lüt against any loss, liability or expense (including attorneys' fees and associated expenses) resulting from any claim that Lüt is responsible for any act or omission of the Customer or any Third-Party Service Provider or any other person or entity associated with or affected by the services to be performed hereunder, including but not limited to any Receiver, Receiving Depository Financial Institution, or any federal reserve financial institution.

31. INCONSISTENCY OF NAME AND ACCOUNT NUMBER.  The Customer acknowledges and agrees that, if an Entry describes the Receiver inconsistently by name and account number, payment of the Entry Transmitted by Lüt’s ODFI to the RDFI may be made by the RDFI on the basis of the account number supplied by the Customer, even if it identifies a person different from the named Receiver, and that the Customer’s obligation to pay the amount of the Entry to  Lüt is not excused in such circumstances.  Customer is liable for and must settle with Lüt for any Entry initiated by Customer that identifies the Receiver by account or identifying number or by name and account or identifying number. 
32. PAYMENT FOR SERVICES.  The Customer shall pay Lüt the charges for the services provided in connection with this Agreement, as set forth in Schedule E.  All fees and services are subject to change upon thirty (30) days prior written notice from Lüt.  Such charges do not include, and the Customer shall be responsible for payment of, any sales, use, excise, value added, utility or other similar taxes relating to such services. 
33. AMENDMENTS.  Except as provided in Section 31, Lüt may amend this agreement from time to time upon written notice to the Customer.  In the event that performance of services under this Agreement would result in a violation of any present or future statute, regulation, or governmental policy to which Lüt is subject, then this Agreement shall be amended to the extent necessary to comply with such statute, regulation, or policy.  Alternatively, Lüt may terminate this Agreement if it deems such action necessary or appropriate under the circumstances.  Lüt shall have no liability to the Customer as a result of any such violation, amendment, or termination.  Any practices or course of dealings between Lüt and the Customer, or any procedures or operational alterations used by them, shall not constitute a modification of this Agreement or the Rules, nor shall they be construed as an amendment to this Agreement or the Rules.
34. NOTICES, INSTRUCTIONS, ETC.

(a) Except as stated herein, Lüt shall not be required to act upon any notice or instruction received from the Customer or any other person, or to provide any notice or advice to the Customer or any other person with respect to any matter.

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(b) Lüt shall be entitled to rely on any written notice or other written communication believed by it in good faith to be genuine and to have been signed by an authorized representative of Customer, and any such communication shall be deemed to have been signed by such person.  Such notice shall be effective on the second Business Day following the day received by Lüt.

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(c) Except as stated herein, any written notice or other written communication required or permitted to be given under this Agreement shall be delivered or sent by US mail, if to Customer, at the address of Customer on the books of Lüt and if to Lüt, at the following address:

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Lüt Inc.

Attn: Merchant Services

2400 E. Commercial Blvd, Suite 1200

Fort Lauderdale, FL 33308

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unless another address is substituted by notice delivered or sent as provided heron.  Except as otherwise stated herein, any such notice shall be deemed given when received.

35. DATA RETENTION.  The Customer shall retain data on file adequate to permit the remaking of Entries for ten (10) Business Days following the date of their transmittal to Lüt as provided herein, and shall provide such Data to Lüt upon its request.
36. DATA MEDIA AND RECORDS.  All data media, Entries, security procedures and related records used by Lüt for transactions contemplated by this Agreement shall be and remain Lüt’s property.  Lüt may, at its sole discretion, make available such information upon the Customer’s request.  Any expenses incurred by Lüt in making such information available to the Customer shall be paid by the Customer.
37. COOPERATION IN LOSS RECOVERY EFFORTS.  In the event of any damages for which Lüt or Customer may be liable to each other or to a third-party pursuant to the services provided under this Agreement, Lüt and Customer will 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.
38. TERMINATION.    Either party may terminate this Agreement upon 90 calendar days written notice to the other; provided however that Lüt or Lüt’s ODFI may terminate or suspend this agreement immediately upon its determination that Customer is in violation of this Agreement, the ACH Rules or applicable laws with the exception of federal laws related to marijuana or if Customer initiates any bankruptcy proceeding or is otherwise declared insolvent.  Any termination of this Agreement shall not affect any of Lüt’s rights or Customer’s obligations with respect to any Entries initiated by Customer prior to such termination, or the payment obligations of Customer with respect to services performed by Lüt prior to termination, or any other obligations that survive termination of this Agreement.  Customer’s obligation with respect to any Entry shall survive termination of this Agreement until any applicable statute of limitation has elapsed. 
39. ENTIRE AGREEMENT.  This Agreement (including the Schedules attached) is the complete and exclusive statement of the agreement between Lüt and the Customer with respect to the subject matter hereof and supersedes any prior agreement(s) between Lüt with respect to such subject matter.  In the event performance of the services provided herein in accordance with the terms of this Agreement would result in a violation of any present or future statute, regulation or government policy to which Lüt is subject, and which governs or affects the transactions contemplated by this Agreement, then this Agreement shall be deemed amended to the extent necessary to comply with such statute, regulation or policy, and Lüt shall incur no liability to the Customer as a result of such violation or amendment.  No course of dealing between Lüt and the Customer will constitute a modification of this Agreement, the Rules, or the security procedures, or constitute an agreement between Lüt and the Customer regardless of whatever practices and procedures Lüt and the Customer may use.
40. NON-ASSIGNMENT.  The Customer may not assign this Agreement or any of the rights or duties hereunder to any person without Lüt’s prior written consent.
41. WAIVER.  Lüt may waive enforcement of any provision of this Agreement.  Any such waiver shall not affect Lüt’s rights with respect to any other transaction or modify the terms of this Agreement.
42. BINDING AGREEMENT; BENEFIT.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors, and assigns.  This Agreement is not for the benefit of any other person, and no other person shall have any right against Lüt or the Customer hereunder.
43. HEADINGS.  Headings are used for reference purposes only and shall not be deemed part of this Agreement.
44. SEVERABILITY.  In the event that any provision of this Agreement shall be determined to be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law.
45. PRIVACY.  Customer and Lüt agree to  “Mutual Non-Disclosure and Confidentiality” (the “NDA”), to govern use of the respective intellectual property of Customer and Lüt under this Agreement. The termination of this Agreement will not impact the terms of the NDA.
46. GOVERNING LAW; JURISDICTION; ARBITRATION 
    

(a) This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Florida exclusive of conflict or choice of law rules, and applicable federal law. 

(b) Any controversy or claim arising out of or relating to this Agreement, including the formation, interpretation, breach, or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules.  The tribunal shall consist of a sole arbitrator, who shall be mutually agreed upon.  The place of the arbitration will be at Broward County, Florida.  Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.

(c) The parties shall maintain the confidential nature of the arbitration proceeding and the Award, including the Hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an Award or its enforcement, or unless otherwise required by law or judicial decision.

(d) In any arbitration arising out of or related to this Agreement, the arbitrator shall award to the prevailing party, if any, the costs, and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration.

In any arbitration arising out of or related to this Agreement, the arbitrator may not award any incidental, indirect, or consequential damages, including damages for lost profits

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Schedule A

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CUSTOMER SELECTED

STANDARD ENTRY CLASS CODE

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As used in the Agreement, the following* are ACH Standard Entry Class Codes (SEC) approved for use by Customer via the Lüt portal and/or Lüt API’s , subject to any specific restrictions on the types of ACH transactions that may be originated, which are identified by Lüt below:

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CCD – Corporate Credit or Debit – Either a credit or debit where funds are either distributed or consolidated between corporate entities.  May have one addenda record attached (CCD+)

WEB – Web-based Debits – Debit transactions originated via the Internet.

POS – Point-of-Sale - A debit Entry initiated at an “electronic terminal” as that term is defined in Regulation E, to a consumer’s account to pay an obligation incurred in a point-of-sale transaction or to effect a point-of-sale terminal cash withdrawal.

PPD - Prearranged Payment and Deposit 

• Direct Deposit - The transfer of funds into a consumer's account.  Funds being deposited can represent a variety of products, such as payroll, interest, pension, dividends, etc.
• Direct Payment - Preauthorized payment is a debit application.  This includes recurring bills that do not vary in amount -- insurance premiums, mortgage payments, charitable contributions, and installment loan payments or standing authorizations where the amount does vary, such as utility payments.

 *The above SEC Codes are the most commonly-used and not an all-inclusive list.  

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Schedule B

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Processing Schedule

Delivery of ACH Transactions and Files:

• Transaction Processing
  
  • Customer must electronically transmit files to the Lüt via the Lüt portal and/or Lüt API;s.

• File Processing 
  
  • Lüt will not accept Files for processing on designated Federal Reserve holidays, as well as all Saturdays and Sundays.  Likewise, entries should not have Effective Entry Dates for these days.

• Timing of delivery

Processing Deadline for:

Credit Entries

Transmission of a File – until 4:00 p.m. Eastern two (2) business days prior to Effective Entry Date

Debit Entries

Transmission of a File – until 4:00 p.m. Eastern one (1) business day prior to Effective Entry Date¹

• Same Day ACH Credit Entries Only
  
  • Transmission of a File - until 4:00 p.m. Eastern one (1) business day prior to Effective Entry Date.  

• Same Day ACH Debit Entries  ²‍
  
  • Transmission of a File - until 4:00 p.m. Eastern on or before the Effective Entry Date.  

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Schedule C

Security Procedures 

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Customer is responsible to strictly establish and to maintain procedures to safeguard against unauthorized transactions. Customer warrants that no individual will be allowed to initiate transfers in the absence of 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 Financial Instituion or Lüt.  If Customer believes or suspects that any such information has been accessed by an unauthorized individual, Customer will verbally notify Lüt immediately, followed by written confirmation.  The occurrence of such notification will not affect any transfers made in good faith by Lüt prior to the notification and within a reasonable time period to prevent unauthorized transfers.

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Data Security:

Limiting access and securely storing ACH data used in the routing and settlement of ACH transactions is a critical data security precaution.  Customer’s ability to limit access to production data can be done through commercially available software products.  Access can be limited to specific programs, user IDs, or read-only or read-and-edit-only access functionality.  Files can also be transmitted between ACH participants using the following data protection methods:  encryption and authentication.

• Encryption is a process of scrambling data content through hardware or software in order to protect the confidentiality of a file’s contents.  This information should remain encrypted between all parties in the ACH Network using a technology that provides a commercially reasonable level of security that complies with applicable regulatory requirements.
• Authentication is a process of ensuring that files and data content have not been altered between the Orginator and receiving points.  Like encryption, this can be done using hardware or software to ensure data integrity.    

Customer understands and agrees that the authenticity of any ACH File or Entry transmitted to Lüt will be verified pursuant to the following security procedures:

Transmittal of Files:

• All files will be transmitted to Lüt via the Lüt portal or Lüt API’s

Should any of the above procedures not be met, the File will be rejected by Lüt and the Customer will be notified.

Schedule D

ACH Processing Limits

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Transaction Limit

Maximum Amount of Any ACH Transaction TBD

Per File Limits

Per File Limit for ACH Debit Transactions TBD

Per File Limit for ACH Credit Transactions TBD

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Total Aggregate Exposure Limits

Total Aggregate ACH Debit plus Credit dollar Limit $TBD maximum monthly processing

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Schedule E

SERVICE FEES & RESERVE REQUIREMENTS

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Fee Schedule: Customer authorizes Lüt to debit fees from Customer’s Account from time to time as appropriate:

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The Schedule of Fees were disclosed and accepted by the Customer at the time of Application.  Please reference the Fee Schedule from the original Application document.

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Reserve Requirements: Customer acknowledges that Lüt requires reserve account funding as follows:

• TBD
• Funds to be held in a Member FDIC account at the sponsoring bank (ODFI) 
• Lüt or the sponsoring bank (ODFI) retains the right to modify reserve requirements based on various risk parameters and return percentages of the Customer as per Section 16 of this Agreement.

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^{________________________________________________________}

¹“Effective Entry Date” must be a Business Day or the File will be processed on the first business day following the effective date.

² Credit or Debit Entries with an Effective Entry Date of the date of or a date prior to the date of the transmission of the File shall be considered to be a Same Day ACH Entry and shall be subject to the Same Day ACH fee.