Terms and Conditions

RCK LockBox and Client have contracted for RCK LockBox to provide Represented Electronic Check Entries ("RCK") services as a third party processor of RCK transactions. These transactions will be placed through a financial institution ("NETWORK") used by RCK LockBox who will be acting as the Originating Depository Financial Institution ("ODFI"). RCK LockBox will debit funds ("Debit Entry") for the purpose of collecting payments from the accounts of the Client's customers ("Receivers") and/or credit funds ("Credit Entry") for the purpose of paying the Client's accounts receivable in accordance with the terms of this agreement, the Operating Rules ("Rules") of the National Automated Clearing House Association ("NACHA"), and applicable Federal regulations ("Regulations") governing ACH transactions. The terms and conditions of this Agreement do not limit Client's obligation to comply with the Rules. "Entry or "Entries" shall mean either a Credit Entry or a Debit Entry. RCK LockBox shall mean ITI Internet Services, Inc. a Washington Corporation. Our main web site is located at ITInternet.net

REPRESENTATIONS Client represents and warrants with respect to all Entries originated by RCK LockBox for the Client that (1) each Receiver has authorized the debiting and or crediting of its account, (2) each Entry is for an amount agreed to by the Receiver, and (3) each Entry is in all other respects properly authorized. Client agrees to indemnify RCK LockBox for any losses, liabilities, costs or expenses suffered or incurred as a result of the breach of these representations and warranties.

IDENTIFYING NUMBERS Client understands that RCK LockBox may rely solely on identifying numbers provided by the Client to determine the bank and account of a Receiver even if the numbers identify a bank or account holder different from the one identified by the Client by name. Client will indemnify RCK LockBox for any losses, liabilities, costs or expenses suffered or incurred as a result of an incorrect account of other identification.

REGULATORY COMPLIANCE Client bears the final responsibility to insure that the Client's policies and procedures meet the requirements of the Rules and Regulations. Client is encouraged to consult counsel regarding compliance with authorization and payment procedures whenever there is any doubt about compliance.

SPECIFIC RCK REQUIREMENTS Client may sign and deliver a Letter of Authorization to Client’s bank(s). This Letter of Authorization directs Client’s bank not to re-deposit returned items and authorizes RCK LockBox to process said items. In addition to, or in lieu of, the Letter of Authorization, Clients conducting InstantRCK transactions will authorize RCK LockBox to process each transaction as it is entered into the System. Client has the option to post a sign at the point of sale that meets applicable NACHA regulations, OR obtain written authorization at the point of sale. Internet transactions conducted through the unaltered PayByCheck.com Confirmation Page already meet applicable Rules and Regulations. Client agrees that RCK LockBox reserves the right to charge the fee to the issuer at the maximum rate set by the issuer’s State law unless no such State law exists at the operating location which originally accepted the paper instrument from the issuer. If the operating location is not in a State that regulates or defines the fee for returned items, then the fee may be charged as set by the State of Washington. Internet transactions conducted using the unaltered PayByCheck.com Confirmation Page may be charged as set by the State of Washington. RCK LockBox agrees to electronically re-present returned paper items two (2) times or the maximum allowed by law. Items returned after the maximum allowed number of representments would be submitted to collections at the discretion of the Client and RCK LockBox

NOTICE OF ERRONEOUS UNAUTHORIZED TRANSFERS Client agrees to promptly and regularly review all entries and other communication received from RCK LockBox and to immediately notify RCK LockBox if there are any discrepancies between Client's records and those provided by RCK LockBox, the ODFI or your bank, or with respect to any transfer not authorized by Client. If Client fails to notify RCK LockBox within 7 days of the date RCK LockBox provides a statement of account or other report of activity to Client, then the Client will be responsible for all losses or other costs associated with any erroneous or unauthorized transfer.

ACCEPTING TRANSACTIONS RCK LockBox will only be responsible for processing Entries that have arrived at our premises in proper format and on a timely basis. RCK LockBox will advise Client of any applicable cut-off time. Client does not have the right to cancel or amend any entry after submission to the NETWORK.

ORIGINATING TRANSACTIONS RCK LockBox will use the information provided by the Client to originate Entries to the NETWORK. Client acknowledges understanding that RCK LockBox may reject Entries for any reason permitted or required in the Rules or Regulations. Client also understands that entries or files may be rejected which exceed the threshold parameters identified and set for the Client. Client also understands that an Entry may be rejected if the Entry would cause RCK LockBox to violate any Federal Reserve or other regulatory risk control program or any other law or regulation. At Client's request RCK LockBox will make reasonable efforts to reverse, modify, or delete an entry, but will have no responsibility for the failure to comply with that request. All requests must be made in writing and faxed, or delivered to RCK LockBox.

RETURNED ENTRIES AND NOCS RCK LockBox will apply returned entries to Client's account when they are received. RCK LockBox will create and make available to the Client a report containing detailed information about returned Entries. These reports will be provided electronically.

SETTLEMENTS AND FINALITY Client's account will be settled 21 banking days after successfully debiting from Receivers account. If any Entry is returned beyond this settlement, RCK LockBox will, at RCK LockBox’s discretion, either apply the debit to the next day's settlement, or debit the Client's account for the amount of the returned Entry.

LIMITS OF LIABILITY RCK LockBox will be responsible for the performance of RCK LockBox as a Third Party Processor in accordance with the terms of this Agreement and the Rules and Regulations. RCK LockBox will not accept responsibility for errors, acts, or failure to act by others, including but not limited to, banks, communication common carriers, or the clearing houses through which Entries may be passed and or originated. RCK LockBox will not be responsible for any loss, liability or delay caused by fires, earthquakes, war, civil disturbances, power surges or failures, acts of governments, labor disputes, failures in communication networks, legal constraints or other events beyond the control of RCK LockBox.

VOLUME ANALYSIS RCK LockBox will routinely analyze Client origination and return activity. In the event the Client exceeds its established threshold parameters or ceases to do business with RCK LockBox for any reason, RCK LockBox shall have the right at any time to place a percentage of the provisional or final credit provided to Client for each Debit Entry originated by it in Escrow for a period of 90 business days.

CONFIDENTIALITY Each party represents, warrants and mutually agrees that all information concerning the other party which comes into its possession during the term of this Agreement shall be maintained as confidential and shall not be used or divulged to any other party except as necessary to permit the activities contemplated under this Agreement or as required by law.

GOVERNING LAW This Agreement is governed by, and shall be construed under, the laws of the State of Washington without regard for the principals and conflicts of law.

ARBITRATION Any dispute between the parties shall be submitted to binding arbitration, to be conducted pursuant to the rules of the American Arbitration Association.
Any award may include an award for attorney fees and costs.

AGREEMENT MODIFCATION AND TERM Notice will be made in writing before this agreement can be modified. Use of services after any such modification will evidence acceptance of the modification(s). Agreements may be terminated at any time with 30 days written notice. Any termination will not affect the rights or obligations of either party arising before termination of this Agreement.

DAMAGE WAIVER RCK LockBox will not be liable to the Client for any special, consequential, indirect or punitive damages, whether or not ( 1 ) any claim of these damages is based on tort or contract law or, (2) either party knew or should have known the likelihood of these damages in any situation. RCK LockBox makes no representation or warranties other than those expressly made in this Agreement.

ENTIRE AGREEMENT This Agreement makes up the entire Agreement between the parties concerning RCK services. HOWEVER, any Agreement for ITI Internet Services not related to RCK is incorporated into and made a part of this agreement. If any provision of this Agreement is deemed unenforceable, the remaining provisions shall still be enforceable. If any provision in this Agreement are found to conflict with any provision of the regular RCK LockBox Agreement, the provision of the RCK Agreement shall prevail. There are no third party beneficiaries of this Agreement.

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