ACH Authorization Terms & Conditions

Last reviewed: January 1, 2026

This Agreement for ACH Services (the “Agreement”) is made by and between the entity that indicates its acceptance and agreement with this Agreement (“Aion Customer”) and Aion Financial Technologies, Inc. (“Aion”), to be effective as of the date this Agreement is accepted and agreed to by Aion Customer (the “Effective Date”).

Aion Customer has requested that Aion initiate Entries on behalf of Aion Customer from Aion Customer accounts by means of the Automated Clearing House (“ACH”) Network, where standards, rules, and procedures are established by the National Automated Clearing House Association (“NACHA”), and Aion has agreed to provide such services in accordance with the terms of this Agreement.

The Agreement sets out Aion Customer’s rights, responsibilities and obligations, and Aion’s rights, responsibilities and obligations, with respect to the services provided by Aion under this Agreement. Capitalized terms used in this Agreement are either defined in Exhibit A attached hereto or in the sections in which they are used.

Access and use of our website are governed by our Terms of Use and Banking Terms of Service.

In addition to this Agreement, our Banking Terms of Service and Terms of Use contain additional terms and conditions that govern access and use of our mobile device application.

Aion reserves the right, from time to time, in its sole discretion, to revise, modify, or update this Agreement. When changes are made, Aion will provide you with notice either by email or through the website. Aion will also update the “Last Modified” date at the top of this Agreement. Aion may require you to provide consent to the updated Agreements in a specified manner before further use of the Services. If you do not agree to any change(s) after receiving notice of such change(s), you agree to stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such changes. PLEASE REGULARLY CHECK THE SERVICES TO VIEW THE CURRENT TERMS.

I. Types of Entries

Aion will transmit debit and/or credit Entries initiated by Aion Customer to the ACH Network, as provided in the NACHA Operating Rules (together with any exhibits, schedules, addenda, or supplements thereto, the “Rules”) and this Agreement. As used in this Agreement, the following ACH Standard Entry Class (“SEC”) Codes are approved for use by Aion Customer:

PPD - Prearranged Payment and Deposit - The transfer of funds into a consumer’s account. Funds being deposited can represent a variety of products, such as payroll, expense reimbursement, interest, etc.

CCD - Cash Concentration or Disbursement - The distribution or consolidation of funds between corporate entities. To be used to facilitate a stand-alone funds transfer or to support a limited amount of payment related data provided with the funds transfer.

The above SEC Codes are not an all-inclusive list, and Aion shall have the right to approve additional SEC Codes from time to time. In addition, Aion has identified in Schedule C to this Agreement specific restrictions on the types of ACH transactions that may be originated under this Agreement.

II. Acknowledgements, Representations and Warrants

Aion Customer expressly acknowledges that Aion does not intentionally or knowingly engage in or support International ACH Transactions (“IATs”), as defined in the Rules. Aion Customer represents and warrants that (i) the direct funding for the Entries originated by Aion on behalf of Aion Customer does not come from or involve a location outside the territorial jurisdiction of the United States; (ii) Aion Customer will not instruct Aion to create, originate, or transmit Entries that use, or should use, IAT as the SEC Code, or are otherwise required to be IATs under the Rules; and (iii) Aion Customer will not engage in any act or omission that causes or results in Aion creating, originating, or transmitting an IAT or a payment that should have been categorized as an IAT pursuant to the Rules. Aion may, in its sole discretion, temporarily or permanently suspend providing the services provided hereunder to Aion Customer, without liability, if Aion has reason to believe that Aion Customer has breached any of the foregoing representations and warranties in this paragraph.

III. The Rules

Aion Customer agrees to comply with and be bound by the current Rules in existence, which may be amended from time to time. The duties of Aion Customer set forth in this Agreement in no way limits the requirements of complying with the Rules. Any fines or liabilities imposed against Aion for a violation of the Rules caused by an action and/or inaction of Aion Customer may be assessed against Aion Customer. Costs associated with Rules publications and/or association membership will be the responsibility of Aion Customer. If Aion Customer utilizes a Subcontractor, Aion Customer will take such measures as may be necessary to ensure compliance with the Rules by such Subcontractor.

IV. Laws and Regulations

Aion Customer agrees that it will not generate transactions that violate applicable law, including the laws or regulations of the United States. This includes, but is not limited to, sanction laws administered by the Office of Foreign Assets Control (“OFAC”). It shall be the responsibility of Aion 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, as such sources may change from time to time.) Aion Customer agrees that any Aion obligation to debit or credit an account or transfer funds, as required by the Rules, is excused to the extent that the obligation is inconsistent with applicable law, including the obligations of the Aion under OFAC or any program administered by the United States Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN). Aion Customer agrees, represents, and warrants to Aion that all actions by Aion Customer contemplated by this Agreement, including the preparation and transmittal of Instructions, shall comply in all material respects with applicable law, 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”).

V. Transmission of Entries and Security Procedures.

Aion has established the Security Procedures set forth on Schedule D and Banking Terms of Service, including the issuance of Security Credentials (as defined on Schedule D) to Authorized Persons, in order to authenticate Aion Customer’s funds transfer instructions (“Instructions”). Aion Customer agrees that the Security Procedures are commercially reasonable. Aion Customer shall establish and maintain strict procedures to maintain the confidentiality and security of the Security Credentials and all other security procedures, passwords, codes, security devices, and related instructions and to safeguard against unauthorized transactions. Aion Customer acknowledges and agrees that any person to whom Aion Customer provides access to any Security Credentials shall be considered an Authorized Person for purposes of this Agreement, with full right, power and authority to use such Security Credentials, including to order transfers on behalf of Aion Customer, and Aion Customer shall be responsible for the actions of each Authorized Person, including all Instructions prepared and/or transmitted by such Authorized Person. If Aion Customer believes or suspects that any Security Credentials or other security information has been accessed by an unauthorized individual or if the authority of any person to use any Aion Customer Security Credentials has been revoked, Aion Customer shall notify Aion immediately. The occurrence of such notification will not affect, or cause Aion to be liable for, any transfers made in good faith by Aion prior to receipt of such notification, or within a reasonable time period thereafter as necessary for Aion to disable the Security Credentials or otherwise implement additional steps to prevent unauthorized transfers.

Aion Customer shall transmit Instructions to Aion in such form and format as Aion may specify from time to time. Aion Customer authorizes Aion to (i) prepare Entries using such Instructions received by Aion in accordance with the Security Procedures, (ii) transmit such Entries in accordance with the terms of this Agreement, and (iii) credit or debit such Entries to the specified accounts.

This paragraph shall apply to standard ACH transactions: If Aion Customer has provided Instructions to Aion prior to the daily cutoff time provided to Aion Customer from time to time (the “Cutoff Time”) on a Business Day (the “Authorization Day”): (i) Aion will transmit a credit or debit Entry to an Account designated by Aion Customer, either withdrawing the authorized amount from such Account or depositing the authorized amount to such Account; and (ii) provided that the Entry is not returned, reversed or disputed, Aion will transmit a credit or debit Entry, as applicable, to the applicable account of the recipient set forth in the Instructions, in the amount of the authorized payment, for settlement to the recipient’s bank. The foregoing process shall occur at such days and times as provided to Aion Customer from time to time. If Aion Customer has provided Instructions to Aion after the Cutoff Time on a Business Day, or on a day other than a Business Day, for purposes of the immediately preceding sentence, the Authorization Day shall instead be the next Business Day after Aion’s receipt of such Instructions. Aion Customer acknowledges that Aion does not control the timing of the crediting of recipient’s account by the recipient’s bank. Notwithstanding anything in this Agreement to the contrary, Aion shall be permitted to delay the performance of its obligations under this Section 4(c) for a reasonable period of time, to the extent Aion reasonably suspects that such payments may be fraudulent or otherwise raise legal or regulatory concerns, or compliance concerns.

For authorized payment amounts that are less than thresholds established by Aion in its discretion from time to time, Aion may, in its discretion, but shall not be required to, transmit debit Entries and credit Entries on an expedited schedule, including to effect a next Business Day payment; provided, however, that Aion Customer shall indemnify and promptly reimburse Aion to the extent that any such Entries are returned or disputed by Aion Customer, and Aion is unable to recover the applicable amounts from the recipient of the credit Entry.

Aion will transmit Entries containing banking information using commercially reasonable standards that comply with applicable regulatory guidelines.

VI. Exposure Limits

Aion Customer shall comply with the account transfer limits established by Aion. Aion reserves the right to change the account transfer limits at its discretion.

Aion Customer agrees that Aion reserves the right not to process an Overlimit Entry. Aion will suspend any Overlimit Entry submitted by Aion Customer and may, following its receipt of an Overlimit Entry, suspend all In-Process Entries. Aion Customer acknowledges that any Overlimit Entry or other In-Process Entries suspended by Aion will not settle on their scheduled Settlement Date. If Aion Customer wishes to initiate an Entry that would cause the amount of In-Process Entries to exceed the Entry Settlement Limit, Aion Customer may submit to Aion its request to initiate an Entry that otherwise would be an Overlimit Entry. Aion Customer must submit its request at least 2 Business Days prior to the date on which Aion Customer wishes to initiate the Entry that otherwise would be an Overlimit Entry, which Aion may approve or deny in its sole discretion. Aion may require from Aion Customer any financial or other information in connection with Aion’s consideration of the request. Aion may grant or deny Aion Customer’s request at its sole discretion. In addition to the foregoing, Aion 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 Aion’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, (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, or (iii) a preauthorized credit Entry or the return of a preauthorized debit Entry would create an overdraft of Aion Customer’s Accounts. If any of the foregoing actions are taken by Aion with respect to a particular preauthorized debit/credit Entry, Aion will notify Aion Customer as promptly as practicable, but in no event later than 2 Business Days after its decision.

VII. Warranties

Aion Customer certifies to Aion that, to the extent Aion prepares Entries in accordance with the Instructions provided by Aion Customer, Aion Customer shall satisfy all warranties that the Aion is deemed by the Rules to make with respect to such Entries. Without limiting the foregoing, Aion Customer warrants and agrees that (a) each Instruction is accurate, is timely, has been authorized by the party whose account will be credited or debited, and otherwise will cause the requested Entry to comply with the Rules; (b) each requested Entry, as set forth in the Instructions, is for the sum which, on the Settlement Date with respect to it will be owing to a party by Aion Customer, is for a sum specified by Aion Customer to be paid to such party, or is a correction of a previously transmitted erroneous Entry; and (c) Aion Customer will comply with the terms of all applicable laws and regulations in the performance of its obligations and exercise of its rights under this Agreement, including all requirements as an Originator under the Rules. Aion Customer shall indemnify Aion and hold Third-Party harmless against any loss, liability, or expense (including attorney’s fees and expenses) resulting from or arising out of any breach of any of the foregoing warranties or agreements.

VIII. Additional Representations, Warranties and Covenants

Aion Customer and the Signatory jointly and severally represent, warrant and covenant, as of the Effective Date and continuously thereafter until the termination or expiration of the Agreement, that:

The Signatory has full right, power and authority to bind Aion Customer to the terms of this Agreement;

Aion Customer has provided Aion with a true and accurate list of all Authorized Persons, and shall provide Aion with prompt written notice of: (i) any person previously identified as an Authorized Person who is no longer authorized to act on behalf of Aion Customer, and (ii) any additional persons who become Authorized Persons;

Each Authorized Person has the full right, power, and authority to prepare and provide Instructions to Aion on behalf of Aion Customer;

Aion shall have the right to rely conclusively on the Instructions provided by each Authorized Person and each person that accesses the Services using Aion Customer’s Security Credentials, including, but not limited to preparing and providing Instructions on behalf of Aion Customer, regardless of whether any such person has actual authority to act on behalf of Aion Customer;

Each Account used by Aion Customer in connection with the Services is a business account owned exclusively by Aion Customer, and not a personal account of any individual, and Aion Customer has the authority to use the Account in the manner contemplated by this Agreement; and

Aion Customer has implemented, and shall maintain, measures that ensure only Authorized Persons (i) are able to access and use the Services on behalf of Aion Customer, (ii) are able to prepare and provide Instructions to Aion on behalf of Aion Customer, and (iii) have access to, and the ability to use, each Account.

IX. Aion Obligations

In accordance with the Rules, to the extent that Aion receives complete and accurate Instructions from Aion Customer, Aion will process, transmit, and settle Entries that are based on such Instructions, in compliance with the terms of this Agreement, including the Security Procedures. Aion shall have no obligation to transmit Entries if Aion Customer is in default of any of its obligations under this Agreement, including any obligation to pay Aion.

X. Aion Customer’s Account; Payment of Entries

Account. Aion Customer will maintain an Account at all times during the term of this Agreement and until the period for Return Entries has elapsed. Aion Customer will maintain in the Account immediately available funds sufficient to cover Aion Customer’s obligations under this Agreement, including all credit Entries originated and returns of debit Entries previously originated by Aion Customer. Aion Customer hereby authorizes and instructs Aion to make deposits, withdrawals and transfers to and from Aion Customer’s Accounts as appropriate or necessary in connection with any of the services provided by Aion under this Agreement. Notwithstanding anything in this Agreement to the contrary, Aion reserves the right to require that sufficient collected funds be in Aion Customer’s Accounts prior to the time any Entry is processed by Aion under this Agreement. If balances in the Account are insufficient to cover the aggregate amount of Entries, Aion shall have no obligation to transmit such Entries.

Debit Entries. Aion shall on the applicable Settlement Date credit the Account referenced in an Instruction with the amount of each debit Instruction provided to Aion.

Credit Entries. Aion reserves the right to require that Aion Customer pay Aion in immediately available funds at the time of transmittal, or at any time prior to settlement, the amount of each credit Entry submitted by Aion Customer.

XI. Reserve Amount

At the election of Aion, Aion Customer shall provide funds to Aion sufficient to maintain a balance (the “Reserve Amount”), to be owned by Aion in an amount as determined by Aion. Aion Customer shall not have access to the funds comprising the Reserve Amount except as may be subject to refund under this section. Aion Customer shall pay to Aion the initial Reserve Amount within five (5) days after requested by Aion. At the close of each calendar month during the term upon notice to Aion Customer, Aion may increase the Reserve Amount to an amount equal to three percent (3%) of the average daily volume of all transfers during the previous calendar month, such percentage as reasonably determined by Aion. Aion Customer will, within five (5) days of Aion’s request, pay to Aion, in a manner as directed by Aion, funds necessary to achieve that required amount. Aion is authorized to transfer funds from the funds comprising the Reserve Amount at any time without prior notice to Aion Customer (but with notice as soon as practicable thereafter) in amounts necessary to cover any shortfall in the Account (if any), to cover daily activity under this Agreement, to cover fines or penalties imposed solely as a result of Aion Customer’s breach of this Agreement, or to cover any other obligations of Aion Customer under this Agreement that are not paid when due. Such transfer of funds to Aion shall be without prejudice to any other remedy that may be available to Aion pursuant to applicable law or equity or this Agreement. Not later than ninety (90) days after the termination or expiration of this Agreement, Aion will refund to Aion Customer any remaining Reserve Amount funds, after payment of all obligations owed by Aion Customer to Aion. For avoidance of doubt, Aion Customer holds no ownership or possessory interest in the funds comprising the Reserve Amount; its rights to the funds comprising the Reserve Amount are solely contractual in nature and as set forth in this Agreement.

XII. Security Interest

In order to secure the prompt payment and performance of all of Aion Customer’s obligations to Aion under this Agreement, Aion Customer hereby grants to and in favor of Aion a security interest in, to, and covering all of Aion Customer’s Accounts, including all amounts (including reserves) held in the Accounts at any time and from time to time. In the event Aion Customer initiates insolvency or bankruptcy proceedings, Aion shall be deemed a secured party for all purposes with respect to the Accounts and all amounts held in the Accounts.

XIII. Prohibited Transactions

Aion 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, (b) to breach any contract or agreement by which Aion 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. Aion Customer acknowledges and agrees that Aion has no obligation to monitor Aion Customer’s use of the Services for transactions and activity that is impermissible or prohibited under the terms of this Agreement; provided, however, that Aion reserves the right to decline to execute any transaction or activity that Aion reasonably believes violates the terms of this Agreement. Aion shall provide written notice to Aion Customer of its decision to exercise such right.

XIV. Provisional Credit

Aion Customer acknowledges that (a) the Rules make provisional any credit given for an Entry until the Aion crediting the account specified in the Entry receives final settlement, and (b) if Aion does not receive final settlement, Aion is entitled to a refund from the credited party, and the originator of the Entry (i.e., the Aion Customer) shall not be deemed to have paid the credited party.

XV. Cancellation or Amendment of Entries

Aion Customer shall have no right to cancel or amend any Instructions for an Entry after receipt of such Instructions by Aion. However, Aion shall use reasonable efforts to act on a request by Aion Customer to cancel an Entry before transmitting it to the ACH Network or processing it as an on-us Entry. Aion shall have no liability if it fails to effect the cancellation. Aion Customer shall reimburse, indemnify and hold harmless Aion for any expenses (including attorneys’ fees), losses or damages the Aion incurs in effecting or attempting to effect Aion Customer’s request for the cancellation of an Entry.

XVI. Rejection of Entries

Aion may reject any Entry, including an on-us Entry, which does not comply with the requirements of this Agreement and may reject any Entry if Aion Customer is not otherwise in compliance with the terms of the Agreement. Aion shall notify Aion Customer of such rejection no later than the Business Day such Entry would otherwise have been transmitted by Aion to the ACH Network or, in the case of an on-us Entry, its effective Entry date. It shall be the responsibility of Aion Customer to correct any Instructions for Entries rejected by Aion prior to resubmission.

XVII. Return Entries

Aion shall notify Aion Customer of the receipt of a Return Entry from the ACH no later than 2 Business Days after the Business Day of such receipt. Aion shall have no obligation to re-transmit a Return Entry if Aion complied with the terms of this Agreement with respect to the original Entry. Aion Customer authorizes Aion to charge back returns to Aion Customer’s designated Account the amount of any Return Entry as soon as information is made available to Aion. Aion Customer will promptly provide immediately available funds to indemnify Aion if any debit Entry is returned after Aion has permitted Aion Customer to withdraw funds in the amount thereof, or if any adjustment memorandum that relates to such Entry is received by Aion.

XVIII. Re-initiation of Returned Entries

Aion Customer agrees it shall not reinitiate Instructions for a Return Entry unless (i) the Entry has been returned for insufficient or uncollected funds, (ii) the Entry has been returned for stopped payment and reinitiation has been authorized by the Receiver (as defined in the Rules), or (iii) the Aion Customer has taken corrective action to remedy the reason for the return. Aion Customer also agrees that Instructions for Entries returned for insufficient or uncollected funds will only be reinitiated twice within 180 days.

XIX. Entries Returned as Unauthorized

In the event that a Return Entry is returned as unauthorized or authorization revoked, the Aion Customer will contact the necessary parties and resolve any dispute. During this process the Aion Customer may ask the Aion to request from the RDFI a copy of the “Written Statement of Unauthorized Debit.” ‘Aion reserves the right, at its discretion, to close an Aion Customer account in the event that it violates or threatens to violate NACHA Rules.

XX. Reversals

Aion Customer may initiate Instructions for a reversing Entry for erroneous or duplicate transactions, as permitted by the Rules. In doing so Aion Customer warrants that it has initiated the Instructions for reversing Entries within 5 Business Days of the original Entry or Entries and within 24 hours of discovery of the error. Aion Customer also warrants that the account holder of a reversing Entry has been notified of the reversal, and the reason for the reversal, no later than the settlement day of the reversal. For both reversing Entries, Aion Customer indemnifies all parties of the transaction(s) from and against any claim, demand, loss, liability, or expense.

XXI. Error Detection

Aion has no obligation to discover and shall not be liable to Aion Customer for errors made by Aion 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. Aion shall likewise have no duty to discover and shall not be liable for duplicate Entries issued by Aion Customer. Notwithstanding the foregoing, if the Aion Customer discovers that any Entry it has initiated was in error, it shall notify the Aion of such error. Aion will use commercially reasonable efforts to initiate an adjusting Entry or stop payment of any on-us Entry within the time limits provided by the Rules. In the event that Aion Customer makes an error or issues a duplicate Entry, Aion Customer shall indemnify and hold Aion harmless from any loss, damages, or expenses, including but not limited to attorney's fees, incurred by Aion as a result of the error or issuance of duplicate Entries.

XXII. Name and Account Number Inconsistency

Aion Customer acknowledges that, if an Entry describes the receiver inconsistently by name and account number, payment of the Entry may be made as provided in the Rules on the basis of the account number even if it identifies a party different from the named receiver.

XXIII. Notifications of Change

Aion agrees to forward notifications of change (“NOCs”) to Aion Customer within 7 Business Days of receiving such NOCs. Aion Customer agrees to respond to NOCs by investigating incorrect data and making corrections within 6 Business Days of receipt or prior to initiating another Entry to the receiver’s account, whichever is later, or initiate a refused NOC. If Aion Customer is unable to handle a NOC, it agrees to Aion so that a refused NOC can be initiated within fifteen (15) days of the receipt of the NOC.

XXIV. Reimbursement Limitations

Notwithstanding anything in this Agreement to the contrary, Aion shall be permitted to retain any reimbursement payments for up for 48 hours prior to transmitting such payments to the appropriate party or account, to the extent Aion reasonably suspects that such payments may be fraudulent or otherwise raise legal or regulatory concerns, or compliance concerns.

XXV. Review of Account Statements

Aion Customer agrees to notify Aion within a reasonable time not to exceed 30 calendar days (except where applicable law provides a 60 calendar day review period) after Aion Customer receives or is provided access to a periodic statement of any discrepancy between Aion Customer’s records and the information in the periodic statement or any allegedly unauthorized transaction appearing on the periodic statement that was originated through Aion. If Aion Customer fails to identify any discrepancy or unauthorized transaction within such time limitation, Aion Customer conclusively waives any and all rights it may have with respect thereto under this Agreement or applicable law or regulation, to the full extent permitted by applicable law or regulation. For the avoidance of doubt, the foregoing shall not restrict any other direct or indirect limitation of Aion’s liability under this Agreement.

XXVI. Fees

Aion Customer authorizes Aion to debit its designated Account for services provided under the Agreement in accordance with the schedule of fees and charges attached to this Agreement. Aion may change its fees from time to time upon written notice to Aion Customer.

XXVII. Liability

Aion shall be responsible only for performing the services expressly provided for in the Agreement, and shall be liable only for its gross negligence or willful misconduct in performing those services. In no event shall Aion have any liability for any consequential, special, punitive, or indirect loss or damage, which Aion Customer may incur or suffer in connection with this Agreement. In addition, Aion 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, emergency conditions, or other conditions beyond Aion’s control. Aion shall not be held liable for any delay by an ACH Operator or Receiving Depository Financial Institution in processing any credit or debit Entry Aion Customer originates, nor shall it be held liable for the failure of a third party to process, credit, or debit any such Entry, or for other acts of omission.

XXVIII. Additional Indemnity

Aion Customer shall indemnify Aion and hold Third-Party harmless against any loss, liability, or expense (including attorney’s fees and expenses) resulting from or arising out of:

The breach of any representation, warranty or covenant set forth in Section 7;
Any act or omission of any Authorized Person, and any person who accesses the Services using Aion Customer’s Security Credentials or otherwise performs any activities on behalf of Aion Customer under the Agreement; and
Aion’s debiting, crediting, or transmission of funds to or from any account based on Instructions received from an Authorized Person, or a person otherwise accessing the Service using Aion Customer’s Security Credentials.

XXIX. Loss Recovery

Aion Customer agrees to cooperate with Aion in performing loss recovery efforts in the event Aion may be liable to the Aion Customer for damages.

XXX. Termination or Suspension of Agreement

Either party may terminate this Agreement upon 7 calendar days written notice to the other; provided however that Aion may terminate or suspend this agreement immediately upon its determination that Aion Customer is in violation of, or anticipated to be in violation of, this Agreement, the Rules or applicable laws, if Aion Customer initiates any bankruptcy proceeding or is otherwise declared insolvent, or if Aion Customer is in breach under any other agreement between Aion Customer and Aion. Any termination or suspension of this Agreement shall not affect any of Aion’s rights or Aion Customer’s obligations with respect to any Entries initiated by Aion Customer prior to such termination or suspension, or the payment obligations of Aion Customer with respect to services performed by Aion prior to such termination or suspension, or any other obligations that survive termination or suspension of this Agreement. Aion Customer’s obligation with respect to any Entry shall survive termination or suspension of this Agreement until any applicable statute of limitation has elapsed. Any suspension of this Agreement by Aion pursuant to this Section 29 shall not preclude Aion from subsequently terminating this Agreement, including terminating this Agreement based on the same violation for which it suspended the Agreement.

XXXI. Retention

Record of each Entry shall be retained for 6 years from the Effective Entry Date, except as otherwise expressly provided in these Rules.

XXXII. Audit and Review

Aion Customer agrees, upon reasonable notice by Aion, to permit Aion to audit, inspect, and review its policies and processes, as well as the policies and processes of any Subcontractor, for purposes of ensuring the Aion Customer’s compliance with this Agreement, the Rules, and applicable laws and regulations. Aion Customer acknowledges that Aion may from time to time require that Aion Customer develop and adopt internal controls and processes related to ACH origination as mandated by Aion as a condition to Aion’s agreement to continue to provide the Services to Aion Customer.

XXXIII. Authorizations

Aion Customer shall obtain an authorization, to the extent 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 Aion Customer. Aion Customer shall retain an original or a copy of each written authorization, or a record evidencing any other authorization, for 2 years after termination or revocation of such authorization, or for such other period as required by the Rules. It is the sole responsibility of the Aion Customer to verify that the individual providing the authorization is, in fact, entitled to use of the specified account. The Aion Customer's obligation to pay the amount of the Entry to Aion is not excused if the individual providing the authorization is not entitled to use of the specified account. Aion Customer shall provide a copy of such written authorization, or record evidencing any other authorization upon request from Aion or any RDFI, including in response to an alleged unauthorized transaction or error.

XXXIV. Amendments

From time to time Aion may amend any of the terms and conditions contained in this Agreement, including any part of Schedules A through D attached hereto. Such amendments shall become effective upon receipt of notice by Aion Customer or at such time that the amended Agreement is otherwise made available to the Aion Customer, to the extent permitted by the Rules, or such later date as may be stated in Aion’s notice to Aion Customer.

XXXV. Additional Provisions relating to Third Parties

If the Signatory to this Agreement is a Subcontractor of Aion Customer, Signatory represents and warrants that Signatory has the power and authority to agree to the following, on behalf of the Subcontractor, and hereby agrees to the following additional terms, on behalf of Subcontractor:

Signatory represents, warrants and covenants, on behalf of Subcontractor that:

Subcontractor has full right, power and authority to bind Aion Customer to the terms of this Agreement, including, but not limited to, the authority to bind Aion Customer to all representations, warranties and covenants of Aion Customer as set forth in this Agreement;
Subcontractor has full right, power and authority to transmit Instructions to Aion for the purpose of initiating Entries to each Account on behalf of Aion Customer, including for the purpose of debiting Aion Customer’s Account; and
Aion shall have the right to rely conclusively on the authority of Subcontractor to act on behalf of Aion Customer, including, but not limited to, the authority to transmit Instructions on behalf of Aion Customer and the authority to initiate Entries based on such Instructions.

In the event that Aion Customer disputes the validity of any Instruction transmitted by Subcontractor to Aion, or any Entry initiated or transmitted by Aion based on such Instructions, Subcontractor shall cooperate with Aion and use Subcontractor’s best efforts to ensure that Aion Customer cooperates in efforts to resolve such disputes.

Subcontractor shall indemnify Aion against any loss, liability, or expense (including attorney’s fees and expenses) resulting from or arising out of:

The breach of any representation, warranty or covenant set forth in this Section 34;
Any Instruction transmitted by Subcontractor to Aion, or any Entry initiated by Aion based on such Instructions;
Any claim by Aion Customer that Subcontractor is not authorized to act on behalf of Aion Customer; and
Any act or omission of Subcontractor or any person acting on behalf of Subcontractor with respect to this Agreement or the Service.
Subcontractor agrees to participate in such account validation processes as Aion may require, in order to validate Subcontractor’s authority to act on behalf of Aion Customer as provided in this Agreement.

XXXVI. Third Party Check Payment

XXXVII. Dispute Resolution

A. Governing Law. You agree that: (i) the Services shall be deemed solely based in New Jersey; and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than New Jersey. This Agreement shall be governed by the internal substantive laws of the State of New Jersey, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). You agree to submit to the personal jurisdiction of the federal and state courts located in New Jersey for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. Subject to Section 9B, you agree that the federal or state courts located in New Jersey is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration provision below is found to be unenforceable. NO JURY TRIAL OR CLASS ACTION IS GOVERNED BY THE FEDERAL ARBITRATION ACT, AND NOT BY ANY STATE LAW CONCERNING ARBITRATION.

B. Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM AION OR CROSS RIVER BANK. For any dispute with Aion or Cross River Bank, you agree to first contact us at legal@aionfi.com and attempt to resolve the dispute with us informally. In the unlikely event that Aion has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims arising from protection of Intellectual Property Rights, breach of Confidential Information, which will be resolved through litigation in accordance with Section 9A, or for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS. Claims with amounts claimed greater than Two-Hundred and Fifty Thousand US Dollars ($250,000.00) will apply the JAMS Comprehensive Arbitration Rules and Procedures; and Disputes with amounts claimed less than or equal to Two-Hundred and Fifty Thousand US Dollars ($250,000.00) will apply the JAMS Streamlined Arbitration Rules. The arbitration will be conducted in New Jersey, unless you and Aion agree otherwise. If JAMS cannot administer the Claim, either party may petition the US District Court for New Jersey to appoint an arbitrator. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Either party may commence arbitration by providing a written demand for arbitration to JAMS and the other party detailing the subject of the Claim and the relief requested. Each party will continue to perform its obligations under this Agreement unless that obligation or the amount (to the extent in dispute) is itself the subject of the Claim. Nothing in this Section shall be deemed as preventing either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights. Proceedings and information related to them will be maintained as confidential, including the nature and details of the Claim, evidence produced, testimony given, and the outcome of the Claim, unless such information was already in the public domain or was independently obtained. Company and Aion, and all witnesses, advisors, and arbitrators will only share such information as necessary to prepare for or conduct arbitration or other legal proceeding, or enforcement of the outcome, unless additional disclosure is required by law.

C. Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained an account or used the services for personal, commercial or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and Aion are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.

XXXVIII. Miscellaneous

This Agreement, including Exhibit A and the attached Schedules A through D supersedes any prior agreement(s) between Aion and Aion Customer with respect to such subject matter. Aion Customer may not assign this Agreement or any of the rights or duties hereunder without Aion’s prior written consent. Aion may waive enforcement of any provision of this Agreement. Any such waiver shall not affect Aion’s rights with respect to any other transaction or modify the terms of this Agreement. 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 Aion or Aion Customer hereunder. 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. Aion shall be entitled to rely on any written notice believed by it in good faith to be signed by one of the authorized representatives whose names and signatures are set forth in this Agreement and the implementation process and forms. This Agreement shall be governed by and construed in accordance with the laws off the United States of America and the State of Delaware.

Exhibit A Definitions

“ACH Network” means the funds transfer system (network) governed by the NACHA Rules which provides for the clearing of electronic entries for participating financial institutions and Aions.

“Account” means an account Aion Customer has with a financial institution that Aion permits to be linked to a Service.

“Agreement” means this Agreement for ACH Services, which may change from time to time. All references to Agreement include all Exhibits, Schedules, and Addendums thereto, and any User Guides or similar documentation that Aion provides to Aion Customer from time to time.

“Authorized Person” means any person, including a Subcontractor, who is authorized to act on behalf of, and bind, Aion Customer, who has been issued Security Credentials on behalf of Aion Customer, or who has been provided access to Security Credentials issued to any Authorized Person.

“Business Day” means any day that is not a Saturday, Sunday or a day on which commercial banks in the United States are required or permitted to be closed.

“Effective Entry Date” means the date placed on an ACH transaction by the Originator of the transaction by the Originator of the transaction or the ODFI - it is normally the date the Originator or ODFI intends the transfer to take place.

“Electronic Funds Transfer Act” means the law passed by the US congress in 1978, which set out the rights and obligations of consumers and their financial institution regarding the use of electronic systems to transfer funds. This act is implemented in the Federal Reserve Bank’s Regulation E.

“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 Aion Customer by Aion in writing from time to time.

“Entries” mean credit Entries and debit Entries, as well as On-Us Entries consistent with the NACHA Rules.

“In-Process Entries” means the aggregate dollar amount of all credit or debit Entries initiated by Aion 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.

“Originator” means a Aion Customer, individual or entity that initiates entries into the ACH Network.

“Overlimit Entry” means an Entry the amount of which would cause the aggregate amount of In-Process Entries to exceed the Entry Settlement Limit.

“Password” means confidential, unique personal numbers, codes, marks, signs, public keys or other information composed of a string of characters used as a means of authenticating and accessing a Service.

“RDFI or Receiving Depository Financial Institution” means a financial institution qualified by NACHA to receive ACH transactions.

“Regulation E” means the regulation published by the Federal Reserve Bank to implement the Electronic Fund Transfer Act mandating consumer rights and obligation with regard to electronic fund transfers.

“Return Entry or Return Entries” mean any item, which cannot be processed and is being returned by the RDFI to the ODFI for correction or re-initiation.

“SEC Codes” or Standard Entry Class codes mean the three-character code within an ACH Aion Customer/batch header, which identifies the type of transactions within that batch (e.g. CCD, PPD, etc.).

“Service” means the ACH services and features of those services which Aion may provide from time to time to Aion’s commercial or small business customers.

“Settlement Date” means the date on which settlement occurs, i.e., funds actually change hands as a result of an ACH entry.

“Signatory” means the person accepting and agreeing to this Agreement on behalf of Aion Customer or the person accepting and agreeing to this Agreement to remit payment to Aion Customer.

“Subcontractor” means a third party that performs any of Aion Customer’s obligations hereunder.

Schedules

Schedule A - Fees

Fee Schedule: Aion Customer authorizes Aion to debit any of the following fees from Aion Customer’s Account from time to time as appropriate: Aion Banking Terms of Service

Schedule B -

Schedule C - Restricted ACH Transactions

Aion has identified the following ACH transaction restrictions:

Aion Customer is restricted to reimbursement of business expenses, and where applicable (i) payments to business contractors and consultants, and/or (ii) any business related expenses

Schedule D - Security Procedures

Aion Customer will select a user name and Password upon setting up their Aion Business Banking Account and/or other sign-on mechanism (collectively, the “Security Credentials”).

An Authorized Person of the Aion Customer shall provide the following information in order for Aion to perform verification tests (as described below):

§ business name,

§ IRS-issued tax ID number,

§ business account and routing number,

§ business address,

§ personal name,

§ residential address and

§ birthdate.

Aion Customer, or an Authorized Person of the Aion Customer, also shall provide to Aion certain personal information with respect to the ultimate beneficial owners of the Aion Customer’s business bank account(s) (the “UBOs”), including without limitation the last four digits of each UBO’s social security number.

Aion will conduct tests to verify (1) that Aion Customer is a valid legal entity by TINCheck or any similar service, and (2) the identity of the Authorized Persons who will have access to withdraw funds from the directed bank account for reimbursement purposes, by (a) cross referencing the owners of the account with the Authorized Persons, (b) asking a set of specific security questions that only the Authorized Persons would know, (c) if necessary, requesting two personal documents with the user’s name and address clearly listed, and using a database such as LexisNexis to confirm that information provided is valid, and (d) conducting such other verification tests as Aion, in its discretion, determines are necessary.

Aion also shall confirm the identity of UBOs by conducting the activities described in clauses (a), (c), and (d) above, but in connection with such UBOs.

Aion Customer agrees to receive three test transactions, if applicable, from Aion to the Account in order to validate the Account. After validation, the Aion Customer agrees to receive emails from Aion regarding any shared access of the Account to flag any possible fraudulent activity.

If a bank account being added by a user belongs to a bank that is integrated with Aion’s platforms, Aion may warn the user if Aion receives an alert that the account does not belong to the person setting it up or if the account details do not match a valid bank account. Aion may request additional documentation/supporting documents to verify the identity of the user and ownership of the account.

If the default deposit account on file is modified, a fraud alert email will be sent to notify the user of the change in an attempt to flag fraudulent activity on the account.