BlueBean ACH Origination Agreement

BlueBean ACH Origination Agreement This Origination Agreement (this “Agreement”) supplements and forms a part of the Master Services Terms and Conditions (“Terms and Conditions”) and identifies additional rights and responsibilities between BlueBean Technologies, Inc. (“BlueBean”), and you (the “Originator,” “you,” or “your”). Terms that are capitalized but not defined shall have the meanings ascribed to them in the Rules (as defined below). The Originator has requested, and BlueBean has agreed, that BlueBean, as a Third Party Sender (as such term is defined in the Rules) will permit the Originator to initiate debit and credit entries (as agreed by you and BlueBean) to accounts at financial institutions by means of the Automated Clearing House (the “ACH”) Network. The Originator authorizes BlueBean to originate ACH entries on its behalf to Receivers’ accounts.

1. Definitions.

• a. “Entry” means Entry (as defined in the Rules) and, as applicable, any information provided to BlueBean that is formatted into an Entry.
• b. “BlueBean,” “we,” “us,” and “our” mean BlueBean.
• c. “Nacha” means the National Automated Clearing House Association.
• d. “Bank” means Patriot Bank, N.A., the financial institution sponsoring BlueBean’s access to the ACH Network. e. “Rules” means the Nacha Operating Rules and appendices. f. “Services” means the ACH payment services provided by BlueBean.

2. The Services
You can use the Services to make ACH payments for U.S. commercial originations only. You may not use the Services for consumer or non-U.S. purposes. The Originator may use the Services for CCD Entry types.

3. Delivery; Format; Transmittal.

• a. You will provide Entry information to BlueBean. You agree to comply with any formatting specifics set by BlueBean, which may be modified from time to time by BlueBean in its sole discretion with notice to the Originator. All ACH files must be in the standard ACH format based on the Rules, or as otherwise instructed by BlueBean. The Originator shall transmit any and all debit or credit Entries or Entry information to BlueBean in accordance with the Rules and this Agreement.
• b. BlueBean will submit Originator’s Entry information to the Bank or a service provider of the Bank, which will generate Nacha formatted files based on Originator’s input.
• c. The Originator hereby authorizes BlueBean to transmit any Entry received by BlueBean from the Originator in accordance with the Rules and the terms of this Agreement and to credit or debit the amount of such Entry to the accounts specified by the Originator. Originator shall be solely and exclusively responsible for any errors or other deficiencies in the Entries submitted to BlueBean.

4. Limits.
We may limit the amount of money you can send in an Entry, or unit of time (such as a day, week, or month). We may adjust these limits at any time in our sole discretion with notice to you. We may lower transaction limits and may block, or reject any transaction that exceeds a limit we have established. You will be notified of any such limits, and such limits may (but are not required to) be made available in a dashboard or other product feature.

5. Authorizations.
The Originator agrees to obtain all valid authorizations required to make ACH payments under the Rules and applicable law and the Rules. The Originator represents and warrants that it is also the Receiver (i.e., it owns the bank account to which it will originate Entries) for all Entries made on the BlueBean platform. The Originator, in its capacity as Receiver, hereby authorizes itself, in its capacity as Originator, to originate entries to the bank account(s) for which it acts as a Receiver. The Originator agrees that it will retain all such authorizations and provide copies of them if requested by BlueBean.

6. Timing.
You must transmit any Entries to BlueBean within the processing schedule identified in Schedule A, or as otherwise communicated to you by BlueBean. BlueBean may change the processing schedule identified in Schedule A or otherwise communicated to you with notice.

7. Fees.
Any fees applicable to your use of the Services are described in your Terms and Conditions with BlueBean. Third parties may charge additional fees for which the Originator is not responsible.

8. Compliance with the Rules and Applicable Law.
The Originator’s rights and obligations with respect to any Entry are governed by the Rules, this Agreement, and applicable law. The Originator agrees to be bound by the Rules. The Originator acknowledges that it may obtain or purchase a copy of the Rules. The Originator represents and warrants that it, and all Entries it transmits, will comply with the Rules and applicable laws, U.S. law, regulations and regulatory requirements. Your Entries and use of the Services are subject to review for fraud, regulatory or compliance purposes, and such review may result in a transaction being delayed or rejected.

9. Security Procedures.

• a. The Originator is strictly responsible for establishing and maintaining security procedures and measures to safeguard against unauthorized transmissions. Originator agrees to comply with any security procedures required by BlueBean, including those outlined in Schedule B.
• b. Originator 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 BlueBean in connection with the Service. If the Originator believes or suspects that any such information or instructions have been known or accessed by unauthorized persons, the Originator agrees to notify BlueBean immediately. BlueBean is not responsible for transfers made in good faith prior to receipt of such notification and within a reasonable time period to prevent unauthorized transfers.
• c. Originator authorizes BlueBean to follow, and agrees to be bound by, any ACH instructions entered using identified security procedures unless and until the Originator has notified BlueBean that there has been, or might be, unauthorized use.
• d. In the event of a breach of the security procedure, the Originator agrees to provide any and all assistance requested by BlueBean in determining the manner and source of the breach. Failure of Originator to assist BlueBean shall be an admission by Originator that the breach of the security procedure was caused by a person who obtained access to transmitting facilities of Originator or who obtained information facilitating the breach of the security procedure from Originator and not from a source controlled by BlueBean.
• e. The Originator acknowledges that the security procedures are for verification of authenticity and not to detect errors or deficiencies in the transmission or content of the Entry. No security practice or procedure for the detection of any such error has been agreed upon between BlueBean and the Originator.
• f. BlueBean is not responsible for any errors or failures resulting from defects in or malfunctions of any software installed on Originator’s operating systems or accessed through an Internet connection. g. Originator acknowledges and agrees that it is its responsibility to protect itself and to be vigilant against email fraud and other internet frauds and schemes (including, without limitation, fraud commonly referred to as “phishing” and “pharming”). Originator agrees to educate users, agents, and employees, if applicable, as to the risks of such fraud and to train such persons to avoid such risks. If Originator receives an email or other electronic communication that Originator believes, or has reason to believe, is fraudulent, Originator agrees that neither Originator, nor its user(s), agents, and employees, if applicable, shall respond to the email, provide any information to the email sender, click on any links in the email, or otherwise comply with any instructions in the email. Originator agrees that BlueBean is not responsible for any losses, injuries, or harm incurred by Originator as a result of any electronic, email, or internet fraud.

10. Originator Representations and Warranties.

• a. The Originator represents and warrants that each Entry provided to BlueBean complies in all respects with the Rules, this Agreement, and all applicable laws.
• b. The Originator acknowledges and agrees that, pursuant to the Rules, BlueBean indirectly makes certain warranties to the ACH Operator and other financial institutions and that such warranties are made in reliance on: (i) the representations and warranties of the Originator, including but not limited to those contained in this Section of this Agreement, and (ii) the Originator’s agreement to be bound by the Rules and applicable law. Without limiting the foregoing, the Originator warrants:
  • i. Each Entry is authorized pursuant to the Rules and the authorization has not been revoked;
  • ii. Each authorization is clear and readily understandable to the Receiver; iii. Each credit Entry is timely and accurate;
  • iv. Each debit Entry is for a sum which, on the Settlement Date will be due and owing to the Originator from the party whose account will be debited, is for a sum specified by such party, or is to correct a previously transmitted erroneous credit Entry;
  • v. No Entry has been reinitiated in violation of the Rules;
  • vi. The Originator has used commercially reasonable procedures to verify that all information contained in an Entry, including but not limited to routing numbers, is accurate and valid;
  • vii. Originator will comply with the terms of Uniform Commercial Code Article 4A, if applicable; viii. If Originator originates more than two million Entries in a calendar year (or whatever the then-current transmission threshold as defined in the Rules is), the Originator will protect DFI Account Numbers used in the initiation of Entries by rendering them unreadable when stored electronically. Originator understands that, in any case, regardless of transmission volume, Originator must adequately protect sensitive data as required by the Rules;
  • ix. All information you provide is correct;
  • x. You will not act as, or engage, a Nested Third Party Sender or Third Party Service Provider without BlueBean’s prior written approval (which may be contingent upon your agreeing to an agreement, amendment, addendum, or similar terms, in BlueBean’s sole discretion); and
  • xi. This Agreement has been duly and properly authorized by the Originator, the party executing this Agreement is properly authorized on behalf of the Originator to execute this Agreement on its behalf, and this Agreement is enforceable by BlueBean in accordance with its terms.
• c. The Originator’s representations and warranties contained in this Section shall survive termination of this Agreement. Originator shall indemnify BlueBean against any loss, liability or expense (including attorneys’ fees and costs) resulting from or arising out of any breach of any of the foregoing warranties, representations or agreements or any breach of the terms of the Agreement or breach of the Rules.

11. BlueBean Obligations.
BlueBean shall have no obligation to transmit an Entry if the Originator fails to comply with the Rules, any terms of this Agreement, or applicable law. BlueBean may rely on any and all information it receives from an authorized representative of the Originator, all account signers, and any person BlueBean, in good faith, reasonably believes to be acting on behalf of the Originator, whether or not such person was authorized by the Originator.

12. Originator’s Account.

• a. The Originator will maintain a BlueBean-assigned bank account or virtual bank account (the “Account”), which maintains a balance sufficient to cover any credits originated. If collected balances in the Account are insufficient to cover the aggregate amount of Entries, BlueBean shall have no obligation to transmit such Entries, though the Originator shall be obligated to pay BlueBean all sums necessary to pay for any Entries submitted.
• b. Originator agrees not to withdraw from the Account where such withdrawals would cause the available funds balance of the Account to be less than required to fund the Entries or Files initiated by the Originator pursuant to this TPS Addendum. The Originator further agrees not to close the Account without the prior written consent of BlueBean. The Originator agrees to use reasonable care in monitoring the Account and shall notify BlueBean promptly if the balance of the immediately available funds in the Account would not be sufficient to pay all Files or credit Entries requested by the Originator pursuant to this Agreement.
• c. The Originator authorizes BlueBean to debit its Account or any other account maintained at BlueBean for any amount it owes BlueBean as a result of this Agreement. The Originator’s failure to fund any ACH file shall be a default of this Agreement.
• d. BlueBean shall have the right to place a hold on funds in the Account as may be reasonably necessary based on the Entries processed, return history on expected future returns, or other considerations demonstrating that the funds may be needed to satisfy Originator’s obligations under this Agreement. If applicable, Entries transmitted by BlueBean shall be reflected on Originator’s periodic statement with respect to the Account.
• e. Originator agrees to notify BlueBean promptly of any discrepancy between Originator’s records and the information shown on any periodic statement. If Originator fails to notify BlueBean of any discrepancy within thirty (30) days of receipt of the periodic statement containing such information, Originator shall be precluded from asserting such discrepancy against BlueBean and BlueBean shall not be liable for any other losses resulting from Originator’s failure to give such notice or any loss of interest or any interest equivalent with respect to any Entries shown on such periodic statement.

13. Due Diligence.
The Originator will supply BlueBean and/or Bank with due diligence information within two Banking Days when requested. This information may include, but is not limited to, financial data, names and other information concerning the principles of the Originator, information about the business in which the Originator participates, information regarding the creditworthiness of the Originator, projected return rates, and payment history.

14. Cancellation or Amendment of Entries.
The Originator shall have no right to cancel or amend any Entry after its receipt by BlueBean. However, BlueBean shall use reasonable efforts to act on a request by the Originator to cancel an Entry before transmitting it to the ACH Operator. BlueBean shall have no liability if it fails to cancel or amend the Entry. Originator shall reimburse, indemnify, and hold harmless BlueBean for any expenses (including attorneys’ fees), losses, or damages the BlueBean incurs in effecting or attempting to effect Originator’s request for the amendment or cancellation of an Entry.

15. Rejection of Entries.
BlueBean may reject any Entry/File which does not comply with the requirements of the Rules or this Agreement, if Originator is not otherwise in compliance with the terms of the Rules or this Agreement, or for any reason. BlueBean shall notify Originator of such rejection no later than the business day such Entry would otherwise have been transmitted by BlueBean to the ACH Network. It shall be the responsibility of the Originator to remake any Entries or files rejected by BlueBean or the ACH Operator. BlueBean shall have no liability to the Originator by reason of the rejection of any such Entry or the fact that such notice is not given at an earlier time than that provided for herein.

16. Provisional Credit Notice.
In the case of a credit Entry, credit given by the RDFI for the Entry is provisional until the RDFI has received final settlement through a Federal Reserve Bank or has otherwise received payment. If the RDFI does not receive such payment for the Entry, the RDFI is entitled to a refund from the Receiver in the amount of the credit to the receiver’s account, and Originator will not be considered to have paid the amount of the credit Entry to the Receiver.

17. Reversals.
The Originator may not reverse a File or Entry. BlueBean shall not be liable for any losses resulting from Originator’s inability to reverse a File or Entry.

18. Notice of Returned Entries and Notifications of Change.
BlueBean shall notify the Originator of the receipt of a returned Entry, Notification of Change (NOC), or corrected NOC from the ACH Operator no later than two Banking Days after the Banking Day of such receipt. Originator shall make the changes specified in the NOC or corrected NOC within six Banking Days of receipt of the information or prior to initiating another Entry to the Receiver’s account, whichever is later. BlueBean shall have no obligation to retransmit a returned Entry if BlueBean complied with the terms of this Agreement with respect to the Entry. The Originator will promptly provide immediately available funds to indemnify BlueBean if any debit Entry is returned after BlueBean has permitted Originator to withdraw funds in the amount thereof or if any adjustment memorandum that relates to such Entry is received by BlueBean. You agree to make the changes identified in a NOC. If you desire to refuse a NOC, you must provide BlueBean the reason for the refusal.

19. Return Rates.

• a. Unauthorized Returns and Rates.
  • i. If an Entry is returned as unauthorized or authorization revoked, the Originator will contact the necessary parties and resolve any dispute. During this process the Originator may ask BlueBean to request from the RDFI a copy of the “Written Statement of Unauthorized Debit”. BlueBean will make its best effort to obtain the form and will deliver it to the Originator when received. Originator agrees not to re-originate any transaction returned as unauthorized or as authorization revoked unless the customer re-authorized the Entry or Entry stream.
  • ii. If the rate of unauthorized transactions exceeds the rate identified in the Rules, the Originator will share the data requested by BlueBean based on the Rules and will immediately begin the process of bringing the rates below the required percentages.
• b. Administrative Returns. If the rate of administrative returns exceeds 3% for any two (2) calendar months or sixty (60) day period, the Originator will share any data requested by BlueBean based on the Rules. If it is determined that remediation is necessary the Originator will develop and implement a plan to reduce that figure to under 3%.
• c. Total Return Rate. If the total rate of returns is greater than 15% for any two (2) calendar months or sixty (60) day period, the Originator will share any data requested by BlueBean based on the Rules. If it is determined that remediation is necessary the Originator will develop and implement a plan to reduce that figure to under 15%.

20. Error Detection.
BlueBean has no obligation to discover and shall not be liable to Originator for errors made by Originator, 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. BlueBean shall likewise have no duty to discover and shall not be liable for duplicate Entries issued by Originator. Notwithstanding the foregoing, if the Originator discovers that any Entry it has initiated was in error, it shall notify BlueBean of such error. If such notice is received, BlueBean will utilize reasonable efforts to initiate an adjusting Entry or stop payment of any Entry within the time limits provided by the Rules. In the event that Originator makes an error or issues a duplicate Entry, Originator shall indemnify, defend all claims, and hold BlueBean harmless from any loss, damages, or expenses, including but not limited to attorney’s fees, incurred by BlueBean as result of the error or issuance of duplicate Entries.

21. Prohibited Transactions.
Originator 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, (b) to breach any contract or agreement by which Originator is bound, (c) to engage in any internet or online gambling transaction, whether or not gambling is legal in any applicable jurisdiction, (d) to engage in any activity or business that would result in Originator being or becoming a “money service business” as defined in Bank Secrecy Act and its implementing regulations, (e) to engage in any transaction or activity that is not specifically authorized and permitted by this Agreement, (f) to engage in any transaction or activity for any otherwise prohibited businesses or countries, and (g) to engage in any activity that would create a reputational risk for BlueBean. Originator acknowledges and agrees that BlueBean has no obligation to monitor Originator’s use of the Services for transactions and activity that is impermissible or prohibited under the terms of this Agreement, except as required by law; provided, however, that BlueBean reserves the right to decline to execute any transaction or activity that BlueBean believes violates the terms of this Agreement.

22. Possible Rules Violation Reports.
If a Report of Possible Rules Violation as defined by the Rules is received by BlueBean, the Originator will receive prompt notification and will notify the Originator initiating the violation. If fees are incurred due to the violation, they shall be paid by the Originator.

23. Third-Party Beneficiaries.
Originator agrees the Bank is a third-party beneficiary of this Agreement. This Agreement does not benefit or create any right or cause of action in or on behalf of any person other than BlueBean, Bank, you, and any parties with which BlueBean may contract to offer you the Services. In particular, your customers and service providers have no rights under this Agreement.

24. Indemnification.
The Originator shall indemnify BlueBean and Bank against any claims, alleged claims, loss, liability or expense (including attorneys’ fees and expenses) resulting directly or indirectly from, related to or arising out of: (i) any breach of the Originator’s warranties or this Agreement; (ii) Originator’s failure to perform its obligations as an originator or to exercise ordinary care in connection with its duties hereunder; (iii) any action by the Receiving Depository BlueBean (“RDFI”) upon an unauthorized or erroneous Entry initiated by the Originator; (iv) any actions by a service provider or agent of the Originator that results in a breach of this Agreement by the Originator; (v) to the extent that it involves BlueBean, any litigation by an ACH Operator, an RDFI or any Originator Receivers asserting noncompliance on the Originator’s part with the Rules, laws, regulations or regulatory requirements.

25. Limitation of Liability.
In the performance of the services required by this Agreement, BlueBean shall be entitled to rely solely on the information, representations, and warranties provided by the Originator and shall not be responsible for the accuracy or completeness of such information. BlueBean shall have no duty to investigate the Entries submitted by Originator to determine accuracy or legitimacy of the Entries. Except as otherwise specifically provided by law, BlueBean shall be responsible only for performing the services expressly provided for in this Agreement and shall be liable only in the event of loss due to its gross negligence or willful misconduct in performing those services. In no event shall BlueBean have any liability for any consequential, special, incidental, punitive or indirect damages the Originator may incur or suffer in connection with this Agreement whether or not the likelihood of such damages was known or contemplated by BlueBean and regardless of the legal or equitable theory of liability the Originator may assert. Without limiting the foregoing, BlueBean shall not be liable for and 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 communications facilities, equipment failure, war, acts of terror, emergency conditions or other conditions beyond BlueBean’s control. To the extent allowed by law, BlueBean is not responsible for and shall not be liable for and shall be excused from failing to transmit or any delay in transmitting an Entry (i) if such transmittal would result in BlueBean’s having exceeded any limitation upon its intra-day net funds position established pursuant to present or future Federal Reserve guidelines, if applicable; (ii) if, for any reason, the ACH Operator fails or declines to process, or delays processing, an Entry; (iii) if, in BlueBean’s sole discretion, processing an Entry would violate or contribute to the violation of any present or future risk control program of the Federal Reserve or any Rule, law, regulation or regulatory requirement; or (iv) if processing an Entry, in BlueBean’s sole discretion, would cause it to engage in an unsafe and unsound practice or expose BlueBean to reputational or similar risk. The foregoing limitations on BlueBean’s liability are in addition to the limitations on BlueBean’s liability set forth in the Terms and Conditions.

26. Rules Enforcement.
If a possible rules violation by the Originator is filed, the Originator will take appropriate steps to correct the problem within the time frames suggested by BlueBean. If a fine is levied against BlueBean for a violation of the Rules related to Originator’s use of the Services, the Originator agrees to make BlueBean whole for the value of the fine.

27. Inconsistency of Name and Account Number.
The Originator acknowledges and agrees that, if an Entry describes the Receiver inconsistently by name and account number, payment of the Entry may be made on the basis of the account number even if it identifies a person different from the named Receiver, and the Originator’s obligation to pay the amount of the Entry to BlueBean is not excused in such circumstances.

28. Audit and Review Rights.
The Bank and BlueBean have the right, upon reasonable notice to the Originator, to audit, inspect, and review Originator’s policies and processes to ensure Originator’s compliance with this Agreement, the Rules, and applicable laws. Originator acknowledges that Bank and/or BlueBean may from time to time require that Originator develop and adopt internal controls and processes related to ACH origination as mandated by BlueBean as a condition to BlueBean’s agreement to continue providing ACH origination services to the Originator.

29. Amendments.
From time to time BlueBean may amend any of the terms and conditions contained in this Agreement (including any attachments or schedules), including without limitation, any cut-off time, or any business day. Such amendments shall become effective upon receipt of written notice by Originator or such later date as may be stated in BlueBean’s written notice to Originator.

30. Termination.
In addition to the termination rights set forth in the Terms and Conditions, BlueBean may terminate the Terms and Conditions and this Agreement if the Originator breaches the Rules or this Agreement. Any termination of the Terms and Conditions shall not affect any of BlueBean’s rights and the Originator’s obligations with respect to Entries initiated by the Originator prior to the effective time of such termination, or the payment of obligations of the Originator with respect to services performed by BlueBean prior to the effective time of such termination, or any other obligations that shall survive termination.

31. Cooperation in Loss Recovery Efforts.
In the event of any damages for which BlueBean or Originator may be liable to each other or to a third party pursuant to the services provided under this Agreement, BlueBean and Originator 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.

32. Records.
Originator must retain records of Entries and Entry-related information for at least six years, except as required by law. Records include written and electronic records, available at BlueBean’s request. Records include, but are not limited to, Entries, Receiver authorization, product terms, and other records applicable to Originator’s Entries.

33. Governing Law.
Except as otherwise provided in the arbitration and class action provisions included in the Terms and Conditions, any dispute, controversy or claim resulting from a party’s rights and obligations under this Agreement, whether in contract, tort, equity or otherwise, and including any question regarding its existence, validity, construction or termination, will be governed by, construed, interpreted, and enforced in accordance with the laws of New York without regard to internal principles of conflicts of law, and other applicable rules. Any dispute that may arise out of or in connection with this Agreement or in connection with its subject matter shall be adjudicated in the state and federal courts located in New York City.

Schedule A
Entry Processing Schedule

Timing There is no cutoff time for standard ACH Entries, which will generally be processed on the next available business day. Same-day Entries must be submitted by 4:15PM ET. Same-day Entries not authorized by the 4:15PM ET cutoff for a day will be rejected by BlueBean. Users can resubmit the ACH as a next-day ACH.

Schedule B
Security Procedures

Originator agrees to comply with the security procedures (“Security Procedures”) identified below in transmitting all Entries pursuant to this Agreement. Originator understands that the Security Procedures are designed to verify the authenticity, and not to detect errors in transmission or content, of Entries. If an Entry is authorized or issued by Originator, or on Originator’s behalf, or Originator otherwise benefits from such Entry, Originator agrees to be bound by the Entry, whether or not BlueBean complies with the Security Procedures. The Security Procedures for Entries shall consist of the procedures BlueBean and Originator use to verify that an Origination File has been validly issued by Originator and shall include:

• 1. Originator warrants and agrees that no individual will be allowed to initiate and/or approve ACH transfers in the absence of proper supervision and adequate safeguards.
• 2. Originator agrees to maintain the confidentiality of any Security Procedures and prevent the disclosure of such procedures except on a “need to know” basis. Originator shall notify BlueBean immediately if Originator becomes aware of or suspects that any of the procedures relating to the transfer of funds may have been compromised or disclosed.
• 3. Originator’s API access and/or other access devices or methods offered or required by BlueBean (“Access Methods”) to access the Services will be provided to the authorized representative(s) of Originator. Originator agrees that Access Methods are strictly confidential and must be safeguarded. Originator shall have sole responsibility for controlling the distribution and maintaining the confidentiality of the Access Methods assigned to Originator. Originator acknowledges that anyone with knowledge of Originator’s or authorized representatives’ Access Methods will be able to issue Entries on Originator’s account. Originator authorizes BlueBean to execute Entries pursuant to the instructions of anyone who has provided BlueBean with proper Access Methods and acknowledges that BlueBean shall conclusively presume that any person possessing Originator’s Access Methods is an authorized representative and will regard their Entry as being authorized by Originator. If Originator becomes aware of the unauthorized use of Access Methods, or suspects that an unauthorized use may occur, or if Originator has terminated authorization for an authorized representative, Originator shall immediately notify BlueBean to deactivate such Access Methods and issue new Access Methods as appropriate. IN NO EVENT SHALL BLUEBEAN BE RESPONSIBLE FOR ANY DAMAGES RESULTING, EITHER DIRECTLY OR INDIRECTLY, FROM THE UNAUTHORIZED USE OF THE ACCESS METHODS PRIOR TO SUCH NOTICE AND A REASONABLE TIME THEREAFTER REQUIRED TO CANCEL SUCH ACCESS METHOD(S).
• 4. BlueBean may from time to time, and at its sole discretion, change the Security Procedures or establish additional Security Procedures.
• 5. Originator agrees that BlueBean may delay the execution of an Entry until BlueBean has completed any security measures BlueBean, in its sole discretion, deems warranted.
• 6. Originator is responsible for ensuring that there are adequate software and hardware security measures in place on Originator’s computers to prevent initiation of fraudulent payments. Such security measures include but are not limited to anti-virus, spyware, malware, key logger detection software, firewalls, and any other “crimeware” protection programs.
• 7. BlueBean will never contact Originator via email to ask for or to verify account numbers, security devices, or any sensitive or confidential information. If Originator receives an email or other electronic communication that Originator believes, or has reason to believe, is fraudulent, then Originator agrees that neither Originator nor any of its user(s), agents, and/or employees shall respond to the communication, provide any information to the sender, click any links in the communication, or otherwise comply with any instructions in the communication.
• 8. Originator has carefully analyzed the Security Procedures, and acknowledges the Security Procedures identified herein are a satisfactory method of verifying authenticity of Entries based on Originator’s needs and that the Security Procedures are commercially reasonable.

If Originator needs to notify BlueBean with respect to anything in this Schedule B, Originator may notify BlueBean via the BlueBean employee currently responsible for the program, or by emailing support@bluebean.ai.