MBSA Schedule M – Real Time Payment Services Terms

REAL TIME PAYMENT SERVICES

If approved by Bank in connection with a Program, Bank will provide Real Time Payment (“RTP”) services (the “RTP Services”) as described under and in accordance with the terms set forth in this Schedule M (Real Time Payment Services) (the “RTP Schedule”), the RTP Rules, Applicable Law and subject to the terms of the Agreement.  Bank will make available to Program Manager, from time to time, its policies, procedures, guidelines and other writings governing the use of the RTP Services by Program Manager, as may be amended or supplemented by Bank from time to time (collectively, the “RTP Services Guide”), which are made part of and incorporated into the Bank Policies.  Program Manager shall comply with all of its obligations under this Agreement in compliance with terms and conditions set forth in this RTP Schedule, the RTP Rules, Bank Policies, Applicable Law and this Agreement.  If there is any conflict between this RTP Schedule and this Agreement, this RTP Schedule will control. Program Manager shall ensure all terms herein related or applicable to or otherwise referencing Program Manager (or its Subcontractor) that may be applicable to an End User are included in the Bank Services Agreement.

Definitions. Capitalized terms used in this RTP Schedule and not otherwise defined in this RTP Schedule, or the Agreement, shall have the meanings set forth in the RTP Rules.

General. If approved for RTP Services in connection with a Program, Program Manager may (on behalf of itself and/or its End Users) initiate real-time payment instructions from a Sender to a Receiver (as those terms are defined in the RTP Rules) and/or receive RTP Payments and Payment Messages on behalf of Bank as the Receiving Participant in real-time, twenty-four (24) hours a day, seven (7) days a week, fifty-two (52) weeks per year through the RTP System (the “RTP Payments”). Any RTP Payments Bank sends from, or receives for credit to, Program Manager’s), any Prefunded Account (or an End User’s Deposit Account) will be processed through the applicable RTP system that is operated and governed by a Network through which the RTP Services are provided, including, but not limited to TCH and FedNow Networks (the “RTP Network”) pursuant to such RTP Network’s RTP Rules and includes, but is not limited to the RTP® Network and the FedNow℠ Network  (the “RTP System”). The RTP Services are subject to the RTP Rules. “RTP Rules” collectively means the following: collectively means the following: TCH RTP Participant Terms and Conditions, including terms and conditions regarding the use of a Third-Party Service Providers, TCH RTP Operating Rules, the TCH RTP Participation Rules, the TCH RTP Information Security Standards and Requirements, the TCH RTP Rules Interpretation and all schedules, exhibits, interpretations, guides, guidelines, standards, updates, publications addendums, amendments and other documentation provided by TCH in relation to Real Time Payments and use of the RTP System, as amended from time to time by TCH (available on the TCH website (currently, www.theclearinghouse.org); the FedNow℠ Service Operating Procedures, FedNow Operating Circular 8(OC 8) and other applicable Operating Circulars; and all schedules, exhibits, interpretations, guides, guidelines, standards, updates, publications addendums, amendments and other documentation provided by the FRB in relation to Real Time Payments and use of the RTP System (available on the FRB website (currently, https://explore.fednow.org/explore-the-city?id=5&building=operating-center); any RTP Specifications (as defined below); and any other RTP Network operating rules, operating guidelines, guidance, guidelines, circulars, interpretation, rules, schedules, exhibits, amendments, addendums, updates, publications, standards, requirements, specifications or other documentation as issued or promulgated by an RTP Network from time to time and as amended from time to time.  In addition, in relation to the RTP Services provided under this RTP Schedule and Agreement to any consumer, RTP Payments will also be subject to the Electronic Funds Transfer Act (“EFTA”) and Regulation E, to the extent applicable to a transaction, and each of the Parties’ rights and obligations will be governed by the laws of the state of New York, excluding Article 4A of the New York Uniform Commercial Code, without regard to its conflict of laws principles.  Program Manager should keep a current copy of the RTP Rules as each time it uses the RTP Services to send or receive payments through the RTP System (for itself or on behalf of any End User), Program Manager agrees to accept and comply with the RTP Rules, this RTP Schedule and the terms of this Agreement. The RTP Rules may be accessed by visiting https://www.theclearinghouse.org/payment-systems/rtp/document-library.

Program Manager as Third-Party Service Provider.

Program Manager agrees that its ability to initiate and/or receive RTP Payments under this Agreement is subject to: (i) Bank’s approval, (ii) receipt by the Bank of all required and properly executed forms, authorizations, and such other information as Bank may reasonably request from time to time in connection with this Agreement and/or as required by the RTP Network, and (iii) Program Manager’s compliance with the terms of this Agreement, including this RTP Schedule, Applicable Laws, RTP Rules and Bank Policies.

Program Manager will cooperate with Bank to provide any information necessary for Bank to authorize and appoint Program Manager as its Third-Party Service Provider under the RTP Rules and RTP Network requirements, including, completing and executing any application, form, letter, agreement, addendum or other document that such RTP Network or Bank may require. Bank is authorizing Program Manager to act as its Third-Party Service Provider (as that term is defined under the RTP Rules) when Bank executes any such Program Manager-completed application, form, letter, agreement or other document. Bank’s authorization and appointment of Program Manager to act as Bank’s Third-Party Service Provider will commence on the date of written approval by Bank and RTP Network.  Program Manager acknowledges that as Bank’s Third-Party Service Provider, Program Manager will be permitted to receive all RTP related information provided directly or indirectly by the RTP Network that Bank would otherwise be entitled to receive under Bank’s agreement with the RTP Network. Program Manager shall not access or use the RTP System, provide RTP Services or access or obtain RTP related information under this RTP Schedule or the Agreement for any other purpose that is not otherwise contemplated by this RTP Schedule or the Agreement.

Program Manager acknowledges that Bank is not obligated to authorize or permit Program Manager any limited agency under this Section 3(c) (“Program Manager as a Third-Party Service Provider”) and that if it does so permit such authorization, the authorization provided by Bank hereunder is limited and does not prohibit or prevent Bank from acting on its own behalf, appointing any other Person to act as its Third-Party Service Provider and/or from being contacted by or contacting any RTP Network, or in revoking this authorization at any time in its sole discretion.

Program Manager acknowledges that Bank’s authorization and appointment of Program Manager to act as Bank’s Third-Party Service Provider will commence on the date of written approval by Bank and RTP Network and continue until such authorization is revoked by Bank or RTP Network.  Bank shall not be responsible for any costs, expenses, liability, or pricing associated with or arising out of or related to Program Manager’s access or use of the RTP System and RTP Services or the use, access or storing of RTP related information. Program Manager shall indemnify and hold Bank harmless for any and all costs, expenses, damages or losses associated or related to any Bank violation or violation by Program Manager (or Program Manager Subcontractor or End User) of the RTP Rules, Applicable Law, Bank Policies, or the terms of this RTP Schedule or the Agreement as a result of or in connection with Program Manager’s actions or omissions, including access or use of the RTP Services and RTP System or use, access or storing of the RTP related information.  This obligation is in addition to and in no way limits Program Manager’s indemnification and other obligations under the terms of this Agreement and shall survive termination of this Agreement.

Program Manager agrees that it will comply with the RTP Rules (including the RTP specifications), Applicable Law, this RTP Schedule, Bank Policies and the terms of this Agreement when accessing and using the RTP System, provisioning the RTP Services and/or storing RTP related information and shall not cause Bank to violate any RTP Rules or Applicable Law.  In the event of inconsistency between this Agreement, this RTP Schedule, The RTP Services Guide and the RTP Rules, the provisions of the RTP Rules shall prevail.  “RTP Specifications” collectively means the technical, messaging and other requirements and standards of the applicable RTP System, including, but not limited to the structure and content of each RTP Message, as established by the RTP Network in various documents that such RTP Network makes available to Participants and Third-Party Service Providers and shall include the TCH’s “Information Security Standards and Requirements,” which contain the TCH’s security standards and requirements for Participants and Third-Party Service Providers, as promulgated and amended from time to time.

Program Manager agrees that it shall not access or use the RTP system, provide the RTP Services or access or obtain RTP information under this RTP Schedule and the Agreement for any other purpose that is not otherwise contemplated by this RTP Schedule or the Agreement. Program Manager shall be responsible for the use of the RTP System and for all RTP Payments initiated by Program Manager (or by its Subcontractor or by Program Manager on behalf of an End User) under this RTP Schedule and the terms of the Agreement. 

RTP Services and Program Manager Obligations. In addition to any other obligations of a Sending Participant (as that term is defined under the RTP Rules) as set forth under the terms of this RTP Schedule and the RTP Rules, when Program Manager is operating as Bank’s Third-Party Service Provider in Bank’s capacity as a Sending Participant (or where applicable, Receiving Participant (as that term is defined in the RTP Rules)), Program Manager shall have the following obligations as if Program Manager were the Bank:

Prerequisites to Submitting a Payment Message.  Prior to Bank permitting Program Manager to submit (or to submit on behalf of any End User) RTP Payments and Payment Messages through the RTP System on Bank’s behalf as a Sending Participant, Program Manager must: (i) first satisfy any prefunding obligation under the terms of this Agreement; (ii) ensure that each Payment Instruction, RTP Payment and Payment Message (as those terms are defined in the RTP Rules) meet the formatting and other requirements and complies with Bank’s instructions, this RTP Schedule, the Agreement, RTP Rules, Bank Policies, and Applicable Laws; (iii) that the Sender has provided the Payment Instruction and, with respect to a consumer Sender, Program Manager has either (x) provided the Sender with the name of the Receiver associated with the Routing Information the Sender provided in its Payment Instruction or (y) include as part of the its payment origination process, a means for confirming with reasonable assurances that the Sender’s Payment Instruction includes the Sender’s intended Receiver.  “Routing Information” means the information that the RTP Specifications permit a Sending Participant to use to identify a Receiving Participant and a Receiver’s account in a Payment Message.

Program Manager and End User Authorizations. 

Program Manager (i) authorizes (and Program Manager shall ensure that each End User authorizes) Bank to originate RTP Payments, as received by Program Manager (or its Subcontractor, including a Processor) and/or  received by Program Manager on behalf of any End User and pass such payments through the RTP System on behalf of Program Manager (or any End User) to the accounts of Receivers; (ii) agrees to be bound by the RTP Rules and Applicable Law; and (iii) agrees not to originate RTP Payments or RTP Messages (and shall ensure that no End User or Processor originates RTP Payments or RTP Messages) that violate the RTP Rules, the terms of this RTP Schedule, the Agreement or Applicable Law. 

Prior to any RTP Payment or RTP Message submission, Program shall ensure all consents and authorizations have been obtained as required by Applicable Law and the RTP Rules. Program Manager shall obtain and retain (and shall ensure any Subcontractor obtains and retains) all consents and authorizations for all RTP Payments it submits through the RTP System. Such authorizations and any related disclosures shall comply with (i) all requirements of the RTP Rules and (ii) all Applicable Law, including, without limitation, any applicable requirements of Regulation E, the EFTA, and sanctions enforced by OFAC. Program Manager shall ensure each RTP Payment is and will be made according to such authorization and shall comply with the RTP Rules. Program Manager will not initiate any RTP Payment (or initiate any RTP Payment on behalf of any End User or Sender) after such authorization has been revoked or the arrangement between a Sender or Receiver or Bank as a Participant with another Participant of a RTP Network has terminated. Program Manager shall retain all consents and authorizations for the period provided in the Bank Policies and/or as otherwise provided under the terms of the RTP Rules. Program Manager will, within one (1) Business Day of Bank’s or Receiving Participant’s request, furnish to the Receiving Participant or to Bank an original or a copy of any Payment Instruction or transaction authorization authorizing the RTP Payment requested by the Receiving Participant or sent by Bank as the Sending Participant. No investigation or verification procedure undertaken by Bank shall be deemed to limit or waive Program Manager’s obligations under this RTP Schedule or the terms of this Agreement.

Inconsistency of Name and Number. If a Payment Instruction describes a Receiver, both by name and identifying number, the Receiving Participant may submit the Payment Message for payment on the basis of the identifying number, even if the number identifies a Person different from the named Receiver.  Program Manager understands (and shall ensure any End User understands) that if a Payment Instruction describes the Receiver both by name and identifying number, Bank, Processor, a gateway operator or another financial institution handling Payment Message may rely on the identifying number to identify the Receiver and Receiving Participant, even if the identifying number refers to a Person other than the named Receiver or Receiving Participant.

Acceptance of a Sender’s Payment Instruction.  If Program Manager, on behalf of Bank, chooses to initiate a consumer Sender’s Payment Instruction, then Program Manager shall be obligated to create the Payment Message and make the RTP Payment in accordance with the consumer Sender’s Payment Instruction.  If Program Manager chooses, on behalf of Bank, to initiate a commercial Sender’s Payment Instruction, Program Manager shall create the Payment Message and make the RTP Payment in accordance with Applicable Law.

Restrictions on Submittal of Payment Messages and Instructions. Program Manager shall not submit (or submit on behalf of any End User) any Payment Message, Payment Instruction or other instruction to the RTP System:

that involves an instruction from a Sender to a Receiver that is a foreign depository institution.  Program Manager shall only access and use the RTP System to submit RTP Payments between Program Manager (or between End User) and a Receiver that have accounts located in the United States and who are residents of or are otherwise domiciled in the United States.

that is used to determine if an account number (whether tokenized or not), is associated with a valid, active account when an account number is given to the Program Manager (or End User) by a Receiver who is expecting to receive an RTP Payment, ACH credit entry or other payment credit from Program Manager (or End User).  Program Manager understands that just because an account is valid and active to receive a Payment Message does not mean that such account is reachable through other payment networks.

to reinitiate a Payment Message except as prescribed or otherwise permitted by the RTP Rules.

that involves a Receiver that is a Participant or domestic depository institution, except where (A) the Participant is a Third-Party Service Provider and is submitting a Payment Message for the other Participant as a Third-Party Service Provider and not as the Sending Participant; (B) Program Manager is submitting, on behalf of Bank as a Sending Participant, a Payment Message for a Sender that is not a depository institution and such message is being sent to a Receiving Participant that is the Receiver of the RTP Payment and not another Person for which the Receiving Participant is receiving the RTP Payment; (C) Program Manager is submitting the Payment Message on behalf of Bank as a Sending Participant, as the Sender or as a domestic depository institution and such Payment Message is being sent to a non-depository institution Receiver and there is no other Person for whom the Sender is sending the RTP Payment; or (D) Program Manager is submitting the Payment Message on Bank’s behalf as the Sending Participant, as a Sender or domestic depository institution and such Payment Message is being submitted to a Receiving Participant or other domestic depository institution, the RTP Payment is not a Cover Payment (as defined in the RTP Rules) and there is no other Person on whose behalf the Sender is sending the RTP Payment or other Person on whose behalf the Receiver is receiving the RTP Payment. 

 

RTP Transaction Limits. 

Program Manager shall only initiate (and shall only initiate on behalf of End Users) RTP Payments from the Sender’s accounts.  Program Manager understands (and shall ensure each End User understands) that each RTP Payment must not exceed the general transaction limit set forth in the RTP Rules (the “RTP Transaction Limit”) or, where applicable, a lower limit established by Bank as a Sending Participant as further described in Section 7 (“RTP Exposure Limit”).  Program Manager is responsible for keeping informed of all limits specified in the RTP Rules or by Bank. If an attempted RTP Payment does not comply with RTP Transaction Limit of the RTP Rules, the RTP Exposure Limit or for some other reason cannot be completed pursuant to the RTP System, then Bank may cancel the processing of the RTP Payment and provide Program Manager (or End User) with notification of such action through its standard communication processes provided for under the terms of this Agreement or Bank Policies. 

 

The RTP System and the RTP Rules may limit the RTP transactions and the amount of the RTP Payment that can be submitted through the RTP System, including as follows:

Sender may not initiate a transfer of funds on behalf of a third party.

RTP Payments must be made in U.S. Dollars.

The amount of each RTP Payment is limited as defined in the RTP Rules.

RTP Payments may not be made to or from an account outside the United States.

RTP Payments can only be sent to another financial institution that is participating in the Real-Time Payments network (e.g., either a Sending Participant or a Receiving Participant). Program Manager may notify Bank if it wishes to re-route a Payment Instruction (except where it includes a refund request) to a non-participating financial institution through another payment channel, such as ACH, subject to the terms and conditions regarding that payment channel and Bank’s prior written approval.

 

Unless where otherwise provided in the RTP Rules, the Parties understand that in the event Bank is operating as a Receiving Participant, a Receiving Participant is not permitted to establish a lower transaction limit than the RTP Transaction Limit for Receivers under the RTP Rules.

Directory Services. The RTP Network permits the use of a Directory Service to match Routing Information with the information a Sender provides in a Payment Instruction. If Program Manager permits an End User to provide Payment Instructions that identifies the Receiver’s account with an email address, phone number, alias or other social identifiers (“Social Identifiers”), Program Manager shall ensure that any directory it uses (or any of its Subcontractors use) to associate any Social Identifiers with Routing Information is subject to Program Manager’s risk management and fraud controls, including, but not limited to taking into consideration the necessity for the Routing Information to be associated with the intended Receiver and the fact that RTPs are irrevocable by their nature.

Processing of RTP Payments.  Program Manager (or its Processor) will prepare and facilitate all RTP transaction data, instructions, API connections, program credentials, files or other information required by Bank or RTP Network (collectively, the “RTP File”) in accordance with the RTP Rules, this RTP Schedule, Bank Policies, the Agreement and any other guidelines Bank may separately make available to Program Manager (or, in case of a Processor, any guidelines of such Processor that Bank has approved), and will transmit RTP Files to the Bank’s API by through means of the Program Manager’s (or third-party Processor’s) RTP files and in a format approved by Bank or as provided in the Bank Policies.  As a Third-Party Service Provider for Bank, Program Manager will submit and process each Payment Instruction and Payment Message in accordance with the RTP Rules.  RTP Files will be deemed received by Bank when the transmission of the RTP File to Bank is completed and authenticated in compliance with Bank’s security procedures.

RTP Payment Status; Payment Obligation and Information Contained in RTP Messages.

RTP Payment Status.  Program Manager shall immediately make available (or shall cause any Processor to immediately make available) the status of any RTP payment to the Sender and Receiver, respectively, in accordance with the RTP Rules.  Program Manager understands and agrees (and shall ensure each End User understands and agrees), that Bank has an obligation to provide the status of an RTP Payment if a Receiving Participant provides a “reject” Payment-Related Response due to reasons specified in the RTP Rules.

Payment Obligation. When the Receiving Participant sends an “accept” or “accept without posting” Payment Response (as defined in the RTP Rules) on behalf of Bank as the Sending Participant, then the Program Manager shall (or shall ensure its Processor will) process and settle the amount of the Payment Instruction on behalf of Bank and pursuant to and in accordance with the RTP Rules and the terms of this RTP Schedule and Agreement.

Provisional Credit.  For any funds received through the RTP System, Program Manager understands (and shall ensure each End User understands) that a credit for any Payment Instruction or Payment Message received and processed through the RTP System is provisional until Bank receives final settlement for the RTP Payment.  If Bank does not receive final settlement, Bank is entitled to debit the applicable FBO Account or Deposit Account for the amount of the RTP Payment. Program Manager will pay Bank immediately upon demand for any shortfall remaining after such debit.

 

RTP Message Information. Program Manager shall make (or shall ensure its Subcontractor makes) available information to Senders that is contained in the fields of a Payment Message, Payment Message Response or Non-Payment Message that are identified in the RTP Specifications as information that is required to be made available to Senders; provided, however, that the following information in not required to be made available to Senders:

Information or messaging that is offensive or that contains threatening language or unlawful activity;

Information contained in a Payment Message that was responded with a “reject” Payment-Related Message (as defined in the RTP Rules);

Information contained in a Request for Payment message or RFP Payment if the Sender has chosen not to receive a Request for Payment from the Person that initiated the RFP Message or where the Sender has declined to receive all Requests for Payment; or

If the Sender is not enrolled in online or mobile banking.

 

Retrieving, Requesting and Reviewing Messages.  Program Manager shall retrieve and review all relevant messages delivered through the RTP System on behalf of Bank, including any messages that were expired or dropped in the process of submitting the Payment Message or RTP Message.  All messages that require a response from Bank, as either a Sending Participant or Receiving Participant, shall be responded to in accordance with and pursuant to the applicable RTP Rules governing such response.

Request for Payment Messages. 

Requirements of an RFP.  Program Manager understands (and shall ensure each End User or Sender understands) that the initiation of a Request for Payment message by Program Manager on behalf of a Sender or Bank, as the Sending Participant, shall not constitute the initiation of any debit or impose any obligation on the Receiver to pay any RTP Payment amount to the Sender. An RFP may only be initiated for a legitimate purpose as defined in the RTP Rules and for permissible uses as identified in the RTP Rules Interpretation (the “Permissible Uses”).  Any RFP Message that Program Manager submits on behalf of Bank as the Sending Participant must (i) comply with the RTP Rules, including any RTP Specifications of the applicable RTP Network; (ii) comply with the requirements for Request for Payment messages; and (iii) only be used for Permissible Uses as reasonable determined prior to Program Manager submitting the RFP message on behalf of the Sender.  In addition, each time Program Manager submits an RTP to the RTP System on behalf of a Sender, Program Manager warrants to the RTP Network, Bank and the Receiving Participant that the Request for Payment is (1) made for a legitimate purpose and (2) is not part of any fraudulent scheme to harass, induce payment or otherwise commit unlawful, unfair, deceptive, abusive acts or practices in violation of Applicable Law or RTP Rules.  Program Manager agrees to take any and all corrective actions when Bank, as the Sending Participant, determines or should have determine based on the information available to Bank, that the Sender has initiated Requests for Payment that are not for a Permissible Use or legitimate purpose or are fraudulent or unlawful, including, but not limited to, suspending the End User’s or Sender’s ability to initiate Requests for Payment and, where appropriate, the ability to receive RTP Payments, as determined by Bank, as the Sending Participant or by an RTP Network through any RTP Rules enforcement proceeding. Program Manager shall also respond to reports of abuse related to any Request for Payment message it submits on behalf of any Sender to the RTP System.

Legitimate Purpose of RFP.  Program Manager may submit an RFP message for a commercial Sender if it is for a legitimate purpose such as (i) a current sale or transaction; or (ii) an amount due and owing (or otherwise agreed to be paid) to the Sender.  Program Manager may submit a consumer Sender initiated RFP message if the Request for Payment is sent to a Receiver who the consumer Sender knows and such Receiver would reasonably expect to receive the RFP from the Sender.

Sending Participants Obligations Regarding a Claim for Breach of an RFP Warranty.  Upon receipt of a claim for a breach of an RFP warranty, Program Manager, on behalf of Bank as the Sending Participant must (i) investigate the claim; (ii) respond to the claim within twenty (20) Business Days from the calendar day that the claim was initiated and must provide either a (a) positive response that the Sending Participant will pay the amount of the claim or (b) a negative response indicating that the claim will not be paid.

Positive Response Requirements. In the event Program Manager provides a positive response, Program Manager must instruct Bank to return the funds to the Receiving Participant through an RTP Payment in the amount of the Payment Response and such payment must be made by the end of the Business Day following the calendar day that the response is provided.  Upon receipt of such RTP Payment, the Receiving Party must credit the Receiver’s account in the amount of the returned funds if it has not done so already and by the end of the Business Day following the calendar day on which the funds were return to the Receiving Party.

Negative Response Requirements. In the event that Program Manager provides a negative response to a claim, Program Manager, on behalf of Bank as the Sending Participant, must provide a statement to the Receiving Party as to why the RFP warranty was not breached or other statement or evidence to indicate that the Sender has already remedied the claim by having fully paid the amount of the Payment Response and/or provide supplemental materials and information to support its negative response.  Program Manager may not provide a negative response solely on the basis that Bank, as the Sending Participant, cannot recover the funds from the Sender, the Receiving Party’s lack of legal obligation to recredit the Receiver or the fact that the Receiving Party has not recredited the Receiver in advance of asserting the RTP warranty claim.  By initiating a negative response, Program Manager represents and warrants to the Receiving Party, Bank and the RTP Network that Program Manager has (A) conducted the investigation required under the RTP Rules; (B) the negative response complies with the RTP Rules; and (C) the negative response was issued as a result of the determination that a breach of the RTP warranty did not occur and that the information from Program Manager’s investigation supports the negative response.

No Right to Cancel or Amend.  Program Manager understands and acknowledges (and ensure that its Subcontractor and/or End Users understand and acknowledge) that Payment Message sent on behalf of Bank as a Sending Participant or any Sender cannot be canceled or amended once the Payment Message is submitted to the RTP System.  However, notwithstanding the foregoing, the RTP System can cancel a Payment Message if the RTP Payment times out as further described in subsection (k) below and in the RTP Rules.

Timed Out RTP Payments.  Program Manager understands (and shall ensure each End User understands) that if a Receiving Participant fails to respond to a Payment Message received through the RTP System within the time period provided for in the RTP Rules, then the RTP Network will cancel the Payment Message and provide notice of the cancellation to both the Sending Participant and the Receiving Participant.  Program Manager may re-submit a cancelled Payment Message as a new Payment Message if such Payment Message meets the formatting and other requirements under the RTP Rules.

Receiving Participant’s Rejection of an RTP Payment. If Bank or Program Manager is notified that the Receiving Participant has rejected Payment Instruction due to (i) the identified Receiver’s account being closed, inactive, invalid or because it is being monitored for suspected fraud or other illegal activity or is not a “transaction account” as defined in Federal Reserve Board Regulation D (12 CFR 204); (ii) the account owner has indicated it does not accept all or certain specified RTP Payments for such account; or (iii) regulatory, legal or compliance requirements, the Receiving Participant is not obligated to provide Program Manager (or End User) with any information regarding the status of the Payment Instruction. Bank will not have any obligation to re-transmit the Payment Instruction or Payment Message to the RTP System, or to take any further action with respect to a rejected RTP Payment. Program Manager shall reimburse Bank for any rejected RTP Payments on the same business day Program Manager (or End User) receives notice of such rejection. 

RTP Payment Reductions; Not Permitted to Collect Fees.  While a Participant may separately charge a customer for an RTP Payment, Program Manager understands that Bank, as a Participant, is not permitted to reduce the principal amount of an RTP Payment in order to collect fees from customers.  Program Manager agrees not to engage in any reduction of any principal amount of any RTP Payment to collect any fees charged to and due from an End User under this Agreement. 

Receiving Participant Obligations.  For any RTP Services that Bank provides as a Receiving Participant, Program Manager will follow the obligations set forth below:

Responses.  Program Manager must provide a response on behalf of Bank in its capacity (where applicable) as a Receiving Participant, to a Payment Message within the time period established by the RTP Rules, including the RTP Specifications and Bank Policies.

Inconsistent Cut-Off Times.  Program Manager is not permitted to establish cut-off times for receiving a Payment Message on behalf of Bank, in Bank’s capacity as a Receiving Participant, that would cause the RTP Payment to be made on a different calendar day in which a RTP is made, beginning at 12:00 a.m. and ending at 11:59:59 p.m. ET through the RTP System (the “RTP Day”) other than the RTP Day that the Payment Message was received or otherwise delay the availability of funds required by the RTP Rules.

Acceptance Requirements.  Program Manager shall accept all Payment Messages on behalf of Bank, in Bank’s capacity as a Receiving Party, that conform to the RTP Rules, including the RTP Specifications; provided, however, that Program Manager is not obligated to accept any Payment Message that (i) identifies the Receiver’s account as closed, invalid or as being monitored for suspected illegal or fraudulent activity; (ii) identifies a Receiver’s account as not a “transaction account” as defined by the FRB’s Regulation D (12 CFR 204);  (iii) the Receiver indicates that they do not want to accept all or a certain specified RTP Payment for their account; or (iv) the Payment Message cannot be accepted due to legal and/or regulatory compliance requirements.

Reliance on Account Number.  Program Manager may rely on the account number identified in a Payment Message when acting as the agent of Bank in Bank’s capacity as a Receiving Participant.  Program Manager will not have any obligation to confirm that the Payment Message includes a description of the Receiver that is consistent with the name and account number identified in the Payment Message.

Payment Responses. Immediate funds from the RTP Payment must be made available to the Receiver if Bank responds to a Payment Message with an “accept” Payment Response or Payment Acknowledgement (as defined in the RTP Rules) following a “accept without posting” Payment Response in accordance with RTP Rules.  If Program Manager fails to make available or provide accurate and detailed information regarding any payment received by Bank that impairs or prevents Bank’s ability to make funds immediately available to the Receiver, Program Manager, on behalf of Bank as the Receiving Participant, and the Receiver will resolve the matter pursuant to Applicable Law and Program Manager will be subject to any RTP Rules enforcement proceedings set forth under the RTP Rules.

Accept Without Posting Messages. 

Submitting a “accept without posting” Payment Response. Program Manager may only submit an “accept without posting” Payment Response on Bank’s behalf, in Bank’s capacity as a Receiving Participant, to the RTP System if (i) Program Manager and/or Bank require additional time to review the RTP Payment for legal and/or compliance purposes; (ii) the RTP Payment is for the purpose of returning funds to a closed account in response to a Request for Return and (a) the Bank has closed the Receiver’s account identified in the Payment Message due to unauthorized activity; (b) the Receiver has another account with the Bank or Bank is in the process of establishing another account for the Receiver; and (c) Bank cannot satisfy the immediate funds availability requirement of the “accept” Payment Response because more time is needed due to the need to credit the RTP Payment to the Receiver’s other deposit account.  For clarity and avoidance of doubt, Program Manager is not permitted to submit a “accept without posting” Payment Response to a new RTP Payment (rather than a ROF message from a prior RTP Payment) to a closed deposit account and should, instead, provide a “reject” Payment Response in response to such a new RTP Payment.

Commercial Payment Messages.  A commercial Payment Message will not be accepted for purposes of Applicable Law after a “accept without posting” Payment Response unless Program Manager submits a Payment Acknowledgement in accordance with the RTP Rules.

Determining to Accept or Reject a Payment Message.  Bank, as a Receiving Participant, is required by the RTP Rules to determine by 11:59 p.m. C.S.T. the next Business Day following the submittal of an “accept without posting” Payment Message to the RTP System whether it will make the funds available to the Receiver.  However, such time period will not apply if Bank is reviewing the RTP Payment for compliance with sanctions laws applicable to or otherwise required that Bank comply with such laws.  If Bank determines to “accept” the Payment Message after review, Bank will notify Program Manager and Program Manager shall submit a Payment Acknowledgement to the RTP System referencing the applicable RTP Payment in accordance with the RTP Rules, including the RTP Specifications.  In the event Bank determines to reject the RTP Payment, Program Manager shall promptly refund the amount of the RTP Payment to the Sending Participant unless the Bank, as the Receiving Participant, is prohibited from making such refund to the Receiver.  If the Bank is the Receiving Participant and the Sending Participant, Program Manager shall issue a new Payment Message to the RTP System that identifies the original RTP Payment in accordance with the RTP Rules, including the RTP Specifications.  If the Bank is the Receiving Participant but is not also the Sending Participant, Program Manager shall work with Bank to send a payment through another payment mechanism that references the original Payment Message’s identification number in the return payment message in the specification applicable to such payment mechanism.  If Bank determines not to make funds available as the Receiving Participant, and Bank is legally prohibited from refunding the amount of the RTP Payment to the Receiver, Program Manager, on behalf of Bank, shall inform the Sending Participant that the amount of the Payment Message has been blocked due to legal requirements.

Upon receipt of a “reject” message submitted by Program Manager to the RTP System, the RTP System will notify the Sending Participant that the RTP Payment has been rejected.  Program Manager must ensure that a valid and appropriate reason code is specified as part of the “reject” messages in accordance with the RTP Rules, including the RTP Specifications.  There is no settlement of any RTP Payment that has been rejected by a Receiving Participant.

Public Key Validation.  If available to Program Manager by Bank, any Payment Message that is originated through the FedNow℠ Network that Program Manager receives on Bank’s behalf, in Bank’s capacity as a Receiving Participant, Program Manager shall (i) ensure the key ID matches a key in the list of active public keys of the FedNow℠ Network;  (ii) validate the signature using such public key before taking any action to process the Payment Message received and (iii) comply with the applicable FedNow℠ RTP Rules and Bank Policies the public key validation efforts under  (i) or (ii) fails.

Request for Payment Warranty and Claims for Breach of RFP Warranty.

Program Manager, on behalf of Bank, in its capacity as a Receiving Party and on behalf of a Receiver who receives a RFP message from a Sender, may initiate a claim for a Breach of the RFP Warranty by submitting to a Return of Funds message to the RTP System and when it initiates such claim must also submit to the Sending Participant (i) information obtained in a statement from a Receiver that satisfies the requirements of the RTP Rules (“Customer Statement”); (ii) a description of the items alleged to have breached the RFP Warranty; and (iii) the transaction ID and end-to-end ID from the Payment Response along with any other requirements set forth in the RTP Rules, including in the RTP Specifications. Program Manager can also provide additional and supplemental information and documentation to support its breach of RFP Warranty claim and such information must clearly identify the RFP Warranty the claim relates to and provided to the RTP Network at any time prior to any arbitration proceeded provided for under the RTP Rules. A claim is considered submitted when the Sending Participant receives all the required information set out in the RTP Rules. By submitting an RTP Warranty claim, Program Manager is representing and warranting to the Sending Participant and the RTP Network that it has obtained the Customer Statement and the Receiver has alleged facts sufficient to support the claim and that would allow the Sending Participant to investigate the claim.

The Customer Statement required to submit an RFP Warranty claim must be signed or authenticated by the Receiver and the information kept in readily producible form that was provided by the Receiver must accurately reflect the information provided by the Receiver at the time of making the RFP Warranty claim and must include, at a minimum, the following information: name of the Sender, name of the account number of the Receiver, RTP Payment date and the Receivers account or description of the reason for its RFP Warranty claim. The Customer Statement must set forth facts sufficient to support the Receiver’s breach of RFP Warranty claim.

Unauthorized and Erroneous RTP Payments.  Errors and unauthorized RTP Payments may occur during the RTP Payment process that results in (i) making a payment in an incorrect amount; (ii) making payment to an unintended Receiving Participant or Receiver; (iii) a duplicate payment being made; or (iv) an unauthorized Payment Instruction or Payment Message being submitted and processed through the RTP System. In the event of an unauthorized or erroneous RTP Payment, the Program Manger shall have the following obligations:

Notice of Erroneous or Unauthorized RTP Payments.  Program Manager agrees (and shall cause each End User and Subcontractor, including a Processor, to agree) to promptly and regularly review all records related to each RTP Payment, Payment Instruction, Payment Message and other communications and to immediately notify Program Manager (and Program Manager shall immediately notify Bank) if there are any discrepancies between Program Manager’s (Subcontractor’s, including Processor’s, or End User’s) records and those provided by Program Manager, or, if there are any RTP payment, Payment Instruction, or Payment Message not authorized by Program Manager (or End User).  If Program Manager fails to notify Bank (or fails to notify Bank on behalf of an End User) within thirty (30) days of the date of remittance of any statement of account (whether by mail or email or other form of communication)  or other report of activity Bank provides Program Manager (or, that Program Manager provides to an End User under any Program), Program Manager will be solely responsible for all Losses and other costs associated with any erroneous or unauthorized Payment Instruction, Payment Message or RTP Payment.

Consumer and Commercial RTP Payments. Program Manager acknowledges and understands that consumer and commercial RTP Payments may be subject to different requirements by Applicable Law and/or RTP Rules.

Consumer RTP Payments. Consumer RTP Payments are RTP Payments that are subject to the EFTA.  In the event of any consumer RTP Payment that is unauthorized or made in error, the rights and responsibilities of the parties involved in the RTP Payment will be governed by Applicable Law, including Regulation E of the EFTA, to the extent applicable.

Commercial RTP Payments.  Commercial RTP Payments are RTP Payments that are not subject to the EFTA.  Any commercial RTP Payment that results from an error or is unauthorized shall be governed by Applicable Law, including Article 4A of the New York UCC (“Article 4A”), if applicable, except to the extent Article 4A is modified by the RTP Rules.   

Assistance and Cooperation.  Program Manager shall assist Bank in the cooperation with any other Participant and the RTP Network to address and recover any unauthorized and erroneous RTP Payment and without prejudicing the rights and/or responsibilities of the parties to an unauthorized or erroneous RTP Payment under Article 4A or the EFTA.  In addition, Program Manager shall cooperate and assist Bank in enforcing the RTP Rules against any other Participant in connection with an unauthorized or erroneous RTP Payment.

Request for a Return of Funds.  The RTP System permits Requests for a Return of Funds (as defined by the RTP Rules) for unauthorized or erroneous RTP Payments or in response to a fraudulent Request for Payment Message, along with other reasons.  Program Manager understands (and shall ensure End Users understand) that a Request for Return of Funds is not a cancellation of an RTP Payment.  Program Manager shall follow the mechanisms for sending and responding to Requests for Return of Funds described in the RTP Rules and Bank Policies. Program Manager acknowledges and understands (and shall ensure that the End User acknowledges and understands) that while the RTP Services and RTP System permits a request for the return of an RTP Payment previously authorized from Program Manager’s Account (or End User’s Deposit Account), Bank cannot guarantee that the funds will be returned in whole or in part to Program Manager (or End User). The person that received the RTP Payment is not obligated to return the funds to Program Manager (or End User) even if the reason for Program Manager’s (or End User’s) request includes that it entered in the wrong amount for the RTP Payment or it entered into information for another person that was not the person the Program Manager (or End User) intended to receive the RTP payment. Bank shall have no obligation to make any effort to recover such funds beyond the transmission of Program Manager’s request (or Program Manager’s request submitted on behalf of an End User) for the return of the RTP Payment. Any dispute between Program Manager (or End User) and the person receiving the RTP payment must be handled directly between the Program Manager and such person (or End User and such person).

RTP Exposure Limits. Bank may assign Program Manager (or End User) a limit representing the maximum aggregate dollar amount and/or aggregate number of RTP Payments (including a maximum amount for each RTP Payment, which may be initiated by Program Manager (or End User) each day, month and/or year (the “RTP Exposure Limit”). Program Manager acknowledges that (and shall ensure that each End User acknowledges that) the RTP Exposure Limit is solely for the protection of Bank and its assets. Program Manager (or Program Manager on behalf of an End User) shall not submit to Bank any aggregate dollar amount or number of transactions related to or in connection with the RTP Services that exceeds the RTP Exposure Limit; provided, however, if any RTP Payment is made and would be considered over the RTP Exposure Limit or that would otherwise cause Program Manager (or End User) to exceed the RTP Exposure Limit, Bank may, at its sole discretion, honor (subject to the RTP Transaction Limits) or reject such RTP Payment. In addition to the limitations set forth herein, Bank may place additional limits on the RTP Payments that Program Manager (or End User) may submit through the RTP System and may otherwise impose limits as set forth in the Bank Policies. Bank will communicate any limit to Program Manager from time to time and Program Manager hereby agrees to ensure (and shall cause each End User to ensure) that all RTP Payments submitted to the RTP System by Program Manager (or by Program Manager on behalf of an End User) comply with such limit. Program Manager shall monitor the RTP Payments initiated by Program Manager (or by Program Manager on behalf of an End User) relative to the RTP Exposure Limits across multiple dates or as otherwise provided in the Bank Policies or determined by Bank, in its discretion. Bank may, in its sole discretion, determine to reject any Payment Instruction that exceeds the RTP Exposure Limit or any limitation set by the RTP System or RTP Rules, that Bank reasonably suspects is fraudulent or unauthorized or for any other reason provided for under the terms of this RTP Schedule, Agreement, Applicable Law or the RTP Rules. Bank reserves the right to modify any RTP Exposure Limit from time to time at its sole discretion.

Payment Clearing and Right to Reject.  The RTP System accepts eligible Payment Messages from a Sending Participant and will route Payment Messages to the identified Receiving Participant for “acceptance,” “acceptance without posting” or “rejection.”  The RTP Network has the right to review any Payment Message and reject such Payment Message if the Payment Message fails to comply with RTP Rules, including the RTP Specifications. Bank shall have no obligation or liability to Program Manager (or any End User) for any action taken by an RTP Network to reject a Payment Message.   Further, Program Manager understands and agrees (and shall ensure each End User understands and agrees) that Bank shall also have the right to review any Payment Instruction and/or Payment Message to be submitted by Program Manager (or by Program Manager on behalf of an End User) to the RTP System to determine if such payment complies with the RTP Rules, including RTP Specifications and Bank Policies.  If a Payment Instruction or Payment Message is or is suspected to be erroneous, unauthorized, fraudulent, duplicate or submitted for any illicit, illegal or criminal purpose, poses a risk to Bank’s or RTP Network’s reputation or poses a risk to the financial safety and soundness of Bank or to a RTP Network, Bank shall have the right to suspend, revoke, not accept or reject the Payment Instruction and Payment Message without liability to Program Manager or End User.

RTP System Availability and Downtime and Failed or Delayed Payments.

RTP System Availability and Down Time.  While the RTP System is typically available 24 hours a day, 7 days a week, including weekends and state and federal holidays, Program Manager, on behalf of Bank as a Sending Participant, will attempt to process RTP Payments within this time period but understands (and shall ensure each End User understands) that there may be times that the RTP System and/or RTP Services are unavailable, including, but not limited to scheduled and unscheduled maintenance or downtimes related to its other processing systems.  Any planned downtime by Program Manager and/or Bank should not exceed the time period permitted under the RTP Rules and such downtime should be planned, addressed and the appropriate messages regarding such downtime and in response to such planned downtime in accordance with such RTP Rules and Bank Policies. Program Manager shall ensure that it has established appropriate monitoring and alert capabilities to resolve any availability issues that may arise and should contact the applicable RTP Network with regards to seeking guidance on addressing any unplanned downtime.

 

Failed or Delayed RTP Payments. Program Manager understands and acknowledges that an RTP Payment will not be processed successfully and may be delayed or fail if:

There are insufficient funds available in the FBO Accounts, Program Account, Prefunded Account or Deposit Account when the Program Manager (or Program Manager, on behalf of and End User) submits the RTP Payment.

Bank, as the Sending Participant, or any Receiving Participant suspects or determines that the RTP Payment does not comply with the terms of this RTP Schedule, the Agreement, RTP Rules or other Applicable Law.

The Receiver rejects or declines the RTP Payment.

The RTP Payment request exceeds the RTP Transaction Limits or RTP Exposure Limits.

The Sender or the Receiver’s account is closed, invalid, ineligible to send or receive RTP Payments or is being monitored or reviewed for fraud or other illegal or unlawful activity.

The Bank, as the Sending Participant, or any Receiving Participant declines or rejects the RTP Payment for risk-management, regulatory or legal reasons.

The RTP Services or RTP System is unavailable.

The RTP Payment is the subject of review by Bank or any Receiving Participant for fraud, regulatory, legal or compliance purposes.

 

Bank will notify Program Manager (or, through Program Manager, will notify an End User) if an RTP Payment fails.  Bank will not provide any communication to the Receiver if an RTP Payment fails.

Compensation and Fees. Program Manager agrees to compensate Bank for the RTP Services provided by Bank pursuant to this Agreement in accordance with the applicable fee schedules or agreements between Program Manager and Bank in effect from time to time that apply to the RTP Services, as set forth in Schedule C (Schedule of Fees and Charges) (collectively, the “Fees”). Program Manager authorizes Bank to charge the account(s) held by Bank for Program Manager or any other Program Manager-designated account for the Fees to the extent such Fees are not offset by earnings, credits or other allowances for Program Manager deposit account(s) with Bank. If the balance of available funds in Program Manager’s Account(s) are not sufficient to cover such Fees, Bank may charge the Fees to any other Program Manager-designated account, including, the Prefunded Account and/or Reserve Account. Bank may amend the Fees at any time. Bank will give notice to Program Manager of such changes in accordance with Applicable Law.

RTP Network Fees; RTP Fines and Penalties.  In addition to any other obligation for Network fees under the terms of this Agreement, in connection with Program Manager’s access to and use of the RTP System to submit (and/or where applicable, receive) RTP Payments under this Agreement, Program Manager shall be responsible to pay any and all fees, dues, operating charges, assessments, fines, penalties and other fees of the RTP Network (collectively, the “RTP Network Fees”) and any and all fees owed to any other Participants that the RTP Network collects and distributes to such other Participants in connection with the RTP Payments under this Agreement (the “RTP Incentive Fees”) in accordance with the fee schedule established by an RTP Network (the “RTP Fee Schedule”) and in the form of payment or payment mechanism as determined by Bank. Unless another payment arrangement has been made, Program Manager authorizes Bank to originate debits for the amount of any RTP Network Fees and RTP Incentive Fees to Program Manager’s designated payment account. This Agreement and execution of this Agreement shall operate as Program Manager’s debit authorization under Nacha Rules.  Program Manager may revoke its debit authorization under this Section 11 (“RTP Network Fees; RTP Fines and Penalties”) by sending Bank written notice of such revocation and such revocation shall serve as Program Manager’s notice of termination of its use of the RTP System and RTP Services under this Agreement.  Program Manager, as Bank’s Third-Party Service Provider, may pay any RTP Network Fees and RTP Incentive Fees on behalf of Bank to the RTP Network in accordance with the RTP Fee Schedule of such RTP Network.  Program Manager understands that the RTP Network will collect RTP Incentive Fees and distribute payments of such fees to other Participants and that the RTP Network is not obligated to distribute such fees that it cannot collect.  Program Manager understands that Bank will charge Program Manager (or End User, where applicable) with any Incentive Fees, Fees, fines or penalties imposed by any RTP Network, Regulatory Authority or any organization which are incurred as a result of the actions or omissions of Program Manager, Program Manager Subcontractor (including, a Processor), End User,  Receiver, any Program Manager  Authorized Representative, or agent of Program Manager, and Program Manager agrees to fully reimburse and/or indemnify Bank for such fees, fines or penalties assessed against or incurred by the Bank. The specific duties of Program Manager provided in this RTP Schedule or the Agreement in no way limits the foregoing undertaking or any other indemnification obligation of Program Manage under the Agreement. Program Manager further understands that Program Manager’s failure to pay the RTP Network Fees and/or RTP Incentive Fees is a violation of the RTP Rules and cause for Bank to suspend and/or terminate Program Manager’s use of (or Subcontractor’s or End User’s use of) the RTP System and RTP Services under this Agreement. Bank shall have the right to limit, condition, suspend or terminate Program Manager’s use (or Subcontractor’s or End User’s use) for non-compliance with Applicable Law, RTP Rules, Bank Policies or the terms of this RTP Schedule, the Agreement and/or misuse or abuse of the RTP System and/or as requested by a RTP Network or Regulatory Authority.  For Avoidance of doubt, the term “Regulatory Authority” shall include the any RTP Network that has jurisdiction over or in which the RTP Services are provided.

Required Accounts.

Prefunded Account.

On or prior to accessing and using the RTP Services hereunder, Program Manager shall fund a non-interest-bearing demand deposit account established and held by Bank (the “Prefunded Account”) in an amount equal to or greater than the required amount set forth in Schedule C (“Schedule of Fees and Charges”) (the “Initial RTP Prefunding Requirement”). The Initial RTP Prefunding Requirement represents the initial minimum amount of funding required to be funded by Program Manager before Program Manager may participate as Bank’s Third-Party Service Provider in the RTP System and prior to submitting any Payment Message using the RTP System. The Initial RTP Prefunding Requirement may be modified or changed by Bank and/or RTP Network from time to time. Depending on Program Manager’s RTP related activities, the Initial RTP Prefunding Requirement may be increased at the close of any Reconciliation Window in Bank’s sole discretion.  Each such change in the amount required to be prefunded after the funding of the Initial RTP Funding Requirement will each be referred to as the “RTP Prefunding Requirement.”

The RTP Prefunding Requirement balance may only be used for RTP related activities, including, but not limited to Bank’s prefunding obligations under the RTP Rules and for purposes of supporting the operation of the RTP System and Program Manager’s use of the RTP System, including, but not limited to the amount of RTP Payments submitted by Program Manager to the RTP System, Payment Responses to Requests for Return of Funds or the refund of funds in response to any rejection of a Payment Message that was “accepted without posting”. 

The balance of the RTP Prefunding Requirement is intended to reflect the anticipated funding needed for Program Manager’s RTP activities and use of the RTP System. It is up to Program Manager to provide additional funds to replenish the RTP Prefunding Requirement and/or fund any new RTP Prefunding Requirement.

Any replenishment of or funding of the Prefunded Account after the Initial RTP Prefunding Requirement, will be provided by Program Manager to Bank via a Fedwire transfer and no later than the next opening of the Fedwire, if the current amount in the Prefunded Account falls below the RTP Prefunding Requirement when the Fedwire is closed or, if the Fedwire is not closed, then Program Manager shall provide the funding during the hours when the Fedwire is open. It is Program Manager’s responsibility to ensure the Prefunded Account balance is sufficient to cover any anticipated submittal of any payment origination activity when the Fedwire is closed. Program Manager understands that it is not permitted and it shall not permit a negative balance to occur in the Prefunded Account. Subject to Bank’s determination as to whether it will accept any alternative prefunding arrangement, any negative balance will warrant Bank’s right to suspend and/or terminate Program Manager’s use of the RTP System and RTP Services and Bank will have the right to enforce recovery of any amounts owed by Program Manager to Bank in accordance with the terms of this Agreement and Applicable Law.

In the event Program Manager fails to fund or replenish the Prefunded Account or to otherwise pay amounts owing to Bank under this RTP Schedule or Agreement in connection with the RTP Services and such a failure remains uncured for a period of two (2) Business Days after Bank provides written notice thereof, Bank may terminate the RTP Services without liability.

In addition to any other security interest granted by Program Manager under this Agreement, to secure Program Manager’s obligations under this RTP Schedule, Program Manager hereby grants Bank a first priority, continuing security interest in the Prefunded Account and the funds therein or proceeds thereof, and agrees that Bank has control of the Prefunded Account for purposes of the Uniform Commercial Code, Article 9. Program Manager further agrees to take such steps as Bank may reasonably require to perfect or protect such first priority security interest. Bank shall have all of the rights and remedies of a secured party under Applicable Law with respect to the Pre-Funded Account and the funds therein or proceeds thereof, and shall be entitled to exercise any rights and remedies provided hereunder or under Applicable Law in its discretion. Without limiting the forgoing, Bank may apply (set off) funds Program Manager deposits in the Prefunded Account or any other account maintained by Program Manager with Bank against any amount that Program Manager may then owe Bank under this Agreement (including to secure payment of any RTP Payments, Fees RTP Network Fees, RTP Incentive Fees or transactions processed by Bank in connection with the RTP Services), whether collected or in the process of being collected, and Bank may exercise all other rights and remedies provided under this Agreement or the Uniform Commercial Code. Program Manager hereby agrees that Bank shall have the right to enforce its rights as provided herein, and Program Manager authorizes Bank, and irrevocably appoints Bank as its attorney-in-fact, to enforce its rights as provided herein, including by withdrawing funds from the Prefunded Account to cover any amounts due to Bank under this Agreement. Bank’s rights hereunder are in addition to any other rights and remedies Bank may have under this Agreement, RTP Rules or Applicable Law. Program Manager agrees that any and all costs incurred by Bank in enforcing this provision, including reasonable attorneys’ fees, shall constitute additional indebtedness owed by Program Manager to Bank pursuant to this Agreement. Program Manager agrees that it will maintain the lien against the Prefunded Account in favor of Bank and shall not at any time during the term of this Agreement, and until all amounts due under this Agreement have been paid in full, grant or pledge any security interest in, lien in or otherwise encumber the Prefunded Account and/or Reserve Account or the funds therein to any person or entity without the prior written consent of Bank.

Reserve Account and RTP Reserve Amount. In addition to the Program Manager’s Pre-funding obligation under this RTP Schedule, as a condition of Program Manager’s access and use of the RTP Services hereunder, Program Manager shall maintain a Reserve Account in the amount specified in connection with the RTP Services set forth in  Schedule C (Schedule of Fees and Charges) and shall maintain such amount in the Reserve Account for the term of the Agreement (the “RTP Reserve Amount”)  unless where such greater amount is provided for under the terms of the Agreement.

Bank Deposit Custodial Program. Company agrees to participate in Bank’s deposit custodial program (the “Bank Deposit Custodial Program”), as further described in Schedule O attached to the Agreement and agrees to be bound by the terms and conditions set forth in the Agreement in connection with the Prefunded Account in addition to any other deposit account Company maintains or holds with Bank.

 

Compliance Requirements.  In addition to any other compliance requirements set forth under the terms of this Agreement, Program Manager shall have the additional compliance obligations:

Program Manager’s Internal Risk Parameters. Program Manager shall establish and maintain throughout the Term of this Agreement internal risk parameters to identify out-of-pattern or suspect RTP Payments, Payment Instructions and Payment Messages and other information and to attempt to protect the Parties from potential losses.

Know Your Customer Diligence. Program Manager shall perform all know your customer diligence in accordance with its BSA/AML/OFAC Program and as otherwise required by Applicable Law or RTP Rules applicable to any Sending Participant, End User and Third-Party Service Provider. Program Manager shall comply with all regulations of OFAC, including, but not limited to: (a) ensuring that any, End User, Authorized Representatives or Subcontractors are screened as required by Applicable Law, including, but not limited to BSA/AML/OFAC rules and regulations, (b) ensuring that no Sender, Receiver, Program Manager Representative, Subcontractor or agent of Program Manager is designated on any sanctions list maintained or published by OFAC and that no Sender or Receiver, Program Manager Representative, or Subcontractor conducts services in, or submits, directly or indirectly, RTP payments from a jurisdiction on any sanctions list maintained or published by OFAC, and (c) complying with all OFAC and Bank directives regarding the prohibition or rejection of unlicensed trade and financial transactions with OFAC specified countries, entities and individuals in connection with this Agreement.  For the avoidance of doubt, it shall be the sole responsibility of Program Manager that the submission of any Payment Message, Payment Instruction or RTP Payment submitted by Program Manager (or by Program Manager on behalf of any End User) using the RTP Services to the RTP System complies with Applicable Law, including but not limited to, sanctions enforced by OFAC and RTP Rules. Program Manager shall obtain and maintain current information regarding OFAC enforced sanctions. (This information may be obtained directly from the OFAC Compliance Hotline at (800) 540-OFAC or by visiting the OFAC website at www.ustreas.gov/ofac.). Program Manager shall be responsible for any failure of its BSA/AML/OFAC Program in connection with the use of the RTP System and provisioning of the RTP Services.

Risk Management and Fraud Controls; Fraud Reporting Obligations and Risk Assessments.

Risk Management and Fraud Controls. Program Manager agrees that it is financially and operationally responsible for the use of the RTP Services, RTP System and the provisioning of the RTP Services under this RTP Schedule and the Agreement. Program Manager shall adopt, implement, and maintain fraud monitoring practices consistent with customary, reasonable, and usual standards of fraud monitoring practices for well-managed, regulated financial institutions that offer services that are similar to the RTP Services and in accordance with the RTP Network risk management and fraud control requirements, as amended from time to time (collectively, the “RTP Risk Management and Fraud Controls”).  Program Manager shall implement an RTP Risk Management and Fraud Controls on or prior to the Effective Date and shall maintain such risk controls throughout the Term of this Agreement that shall include, but not be limited to, the following:

 

At a minimum, utilizing multi-factor authentication to verify and authenticate End Users’ identities who submit Payment Instructions and/or Payment Messages to Bank.

Perform fraud monitoring prior to submitting any Payment Message to the RTP System.

Regularly review the performance of Program Manager’s fraud monitoring systems and make the appropriate and necessary modifications and updates to address evolving fraud risks.

Assist and act upon any fraud alert provided by Bank, RTP Network or Regulatory Authority by promptly investigating transactions and activities relating to the alert and incorporating alerts and/or updates regarding any confirmed fraud into Program Manager’s standard fraud detection practices.

Adhere to the fraud reporting obligations sent forth in Section 13(c)(ii) (“Fraud Reporting Obligations”);

Retain and maintain Program Manager’s ability to respond to and report to Bank, any RTP Network or Regulatory Authority any reported abuse of the RTP System or the RTP Services;

Retain and maintain Program Manager’s and Bank’s ability to suspend and/or terminate any End User’s ability to initiate a Payment Message or Request for Payment if the End User is suspected of fraud and/or illegal use or misuse of the RTP System or RTP Services.

Limit access to any Program Manager systems and/or Bank systems used in connection with the RTP Services and RTP System, including without limitation, equipment, software and/or systems used to connect to the RTP System to submit Payment Messages and Non-Payment Messages and limit such use to only those Persons with a legitimate business purpose to access such equipment and systems.

Any RTP Network equipment that is provided to Program Manager by Bank and/or RTP Network, must be kept in a safe and secure location that limits access to such equipment to only those Persons that have a legitimate business purpose to access the equipment.

Fraud Reporting Obligations.  Program Manager shall (a) monitor the usage of the RTP Services to track, review and immediately report to Bank any fraudulent use of the RTP Services; (b) immediately report to Bank any suspicious activities in accordance with BSA/AML/OFAC Program, RTP Rules and Applicable Law (as though Program Manager were Bank), including, but not limited to, reporting such suspicious activities related to the RTP Services, in accordance with applicable timeframes contained within any Bank Policies provided to Program Manager and/or otherwise required by RTP Rules or Applicable Law (as though Program Manager were Bank); (c) take appropriate steps to prevent or stop such fraudulent and/or suspicious activity; (d) act on any alerts from the RTP Network where fraud or other illicit, criminal, illegal or unlawful, abusive activity or misuse of the RTP System is suspected in connection with the RTP System and in accordance with Program Manager’s Risk Management and Fraud Controls and (d) if required by Bank, RTP Network or Regulatory Authority, immediately terminate any agreement Program Manager may have with a Subcontractor performing any Program Manager obligation under this RTP Schedule.  

Risk Assessment. Program Manager shall provide Bank with a risk assessment of its RTP Risk Management and Fraud Controls performed by a qualified third party periodically (the “RTP Risk Assessment”), but, in no event, shall Program Manager provide such RTP Risk Assessment less than at least once per year and by the date specified in Bank’s Policies. The RTP Risk Assessment must consist of a comprehensive evaluation of Program Manager’s RTP policies, procedures, processes, operations and activities against potential risk vulnerabilities (including, but not limited to, potential threats to its operations, controls, access points and other potential risk vulnerabilities) and shall take into consideration IT security, continuity plans, implementation of Program Manager’s RTP Risk Management and Fraud Controls, compliance with RTP Rules, Applicable Law, regulatory guidelines, industry standards and oversight of any Subcontractor.  The RTP Risk Assessment must be maintained for review by Bank for not less than the time specified in Bank Policies. Program Manager agrees to provide documentation supporting such RTP Risk Assessment within the timeframe set forth in the Bank Policies from receiving a request from Bank.

Compliance with RTP Rules and Bank Policies. At all times, Program Manager, in performing its duties and obligations under this RTP Schedule (including with regards to any Subcontractor performing Program Manager’s duties and obligations under this RTP Schedule), whether or not an RTP Payment, Payment Instruction, Payment Message or other RTP Message is sent through the RTP System using the RTP Services, shall comply with and be bound by all Applicable Law, including, but not limited to, RTP Rules and shall ensure that each RTP payment submitted complies with Applicable Law, including but not limited to sanctions enforced by OFAC (including obtaining information regarding such OFAC enforced sanctions) and Bank Policies.  Program Manager acknowledges it has a copy or has access to a copy of current RTP Rules. Program Manager agrees that the performance of any action by Bank hereunder, including debiting or crediting an account or transfer funds otherwise, is excused from the performance of such action to the extent that the performance is inconsistent with Applicable Law.  Program Manager shall ensure that it has measures in place that are reasonably designed to ensure that any RTP Payment or Payment Message complies with the requirements of the RTP Rules and the origination of the RTP Payment.

Token Compliance Program.  Program Manager shall not use (or permit any End User or Subcontractor to use) any identifier that is issued by an RTP Network associated with an eligible account number that may be used instead of the account number in RTP Messages (a “Token”) in any Payment Message, Request for Payment or Remittance Advices (as those terms are defined by the RTP Rules) to circumvent any Applicable Law or the RTP Rules.  Further, Program Manager shall not knowingly permit any Sender to use a Token to circumvent AML monitoring systems or to mask RTP Payments from law enforcement. Program Manager shall establish a compliance program that considers the use of Tokens on the RTP System (the “Token Compliance Program”) and Program shall be responsible for determining whether the use of a Token in any particular Payment Message is permitted by Applicable Law, including, the Travel Rule (as defined and further described in 31 CFR §1010.400, et. seq.). 

Data and Record Retention and Reporting. Program Manager shall retain data and records sufficient to perform its obligations under this RTP Schedule, the Agreement, Applicable Law and RTP Rules, including its obligations to reconcile RTP Payments submitted through the RTP System and to address any dispute or issue with any RTP Payment and shall provide such data or records to Bank upon its request. Without limiting the generality of the foregoing provisions, Program Manager specifically agrees to be bound by and comply with all applicable provisions of the RTP Rules regarding the retention of documents or any record, including, without limitation, Program Manager’s responsibilities to retain all items, source documents, and records of consents and authorizations in accordance with the RTP Rules. Program Manager agrees that all telephone conversations or data transmissions between Program Manager (or any Authorized Representative) and Bank made in connection with this Agreement may be electronically recorded and retained by Bank by use of any reasonable means. Program Manager must provide Bank reports on its RTP activity in a format agreed upon by both Parties and in the cadence and that includes the data and information specified in Bank Policies or as otherwise required by Bank.

Sending Participant Warranties. In utilizing the RTP System in performance of this Agreement, Bank must make certain warranties to the RTP Network on behalf of itself as a Sending Participant.  Specifically, Bank is charged with assuring the financial soundness and safety of Program Manager to use the RTP Systems and RTP Services to initiate RTP Payments on behalf of both commercial and consumer End Users. Program Manager agrees that: (i) the RTP Services and this Agreement are subject to the Bank’s assessment and approval of its settlement risk, (ii) that in order to evaluate such risk and for underwriting purposes certain documentation is required from Program Manager (or any Program Manager Subcontractor)  from time to time, and (iii) the Bank shall have the right to suspend and/or terminate the use of the RTP System and RTP Services, if in the Bank’s judgment, the information provided by Program Manager (or any of Program Manager’s involved with providing any support or services in connection with this RTP Schedule) is not deemed satisfactory including, without limitation, for purposes of Bank’s evaluation of its settlement risk. For purposes of this Agreement, “settlement risk” is the risk that a settlement in a transfer system does not take place as expected.  Each time Program Manager submits any RTP Message through the RTP System on Bank’s behalf, in Bank’s capacity as a Sending Participant, Program Manager warrants that such RTP Message complies with the terms of this RTP Schedule, the Agreement, Bank Policies, Applicable Law and RTP Rules, including, but not limited to the RTP Specifications of the RTP Network and further warrants that the RTP Message is made for a legitimate purpose and not part of any fraudulent, illicit, illegal or unlawful scheme to induce payment from a Receiver or Receiving Participant or in violation of RTP Rules or Applicable Law.  For avoidance of doubt, a Sending Participant and a Receiving Participant have the same obligations under the RTP Rules with respect to a Sender (in the case of a Sending Participant) and with respect to a Receiver (in the case of a Receiving Participant) or other domestic depository institution as it does to a non-depository institution commercial Sender or commercial Receivers, as applicable.

Reconciliation and Access. Program Manager agrees to promptly and regularly during each one or more time periods throughout the RTP Day (the “Reconciliation Window“) review and reconcile all RTP Payments, Payment Messages and funding activities submitted to the RTP System and confirm the accuracy of such review and reconciliation for each RTP Payment and Payment Message submitted by Program Manager or any of its Authorized Representatives to the RTP System. Such review and reconciliation shall be done in such a way to enable Program Manager to create and establish reconciliation reports at the close of the Reconciliation Window and provide to Bank in the format as specified by Bank or in accordance with Bank Polices.  Program Manager shall provide Bank secure access to Program Manager’s system to view the total number and dollar amount of each RTP Payments, Payment Messages and funding activities submitted by Program Manager, any Subcontractor or its Authorized Representatives (or submitted by Program Manager on behalf of an End User) to the RTP System on behalf of Bank.

RTP Audit. In addition to any other audit obligations set forth under the terms of  the Agreement, in accordance with Bank Policies, at least once per calendar year, Program Manager shall complete, at Program Manager’s expense, an Independent Third- Party Review  of Program Manager’s RTP operations, processes, procedures, management, staff, systems, training and risk management practices to determine Program Manager’s compliance with Applicable Law, RTP Rules, Bank Policies and the terms of this RTP Schedule and this Agreement (the “RTP Audit”). Upon completion of the RTP Self-Audit in a calendar year, Program Manager shall submit the RTP Self-Audit report to Bank and Bank may share the report or the information contained in the report (including any finding of non-compliance) with the relevant RTP Networks and/or Regulatory Authority.  Program Manager shall provide Bank with the RTP Self-Audit report at least thirty (30) days prior to March 31 (or other date provided by the relevant RTP Rules) of each following calendar year. Any findings of non-compliance identified in the Program Manager’s RTP Self-Audit shall be promptly reported to Bank along with an action plan that details how Program Manager will address the findings.  Program Manager understands that Bank is required to provide an attestation to the relevant RTP Networks that the annual RTP Self-Audit was completed and that there are no material findings of non-compliance to report and do so in compliance with the timeframes provided by the RTP Rules and/or as required by the RTP Network. Any failure by Program Manager to perform or provide an RTP Self-Audit shall be deemed a material breach of this Agreement and cause for Bank to immediately suspend and/or terminate Program Manager’s access to or use of the RTP System and RTP Services, in Bank’s discretion.

RTP Network Reporting. Program Manager acknowledge and agrees that Bank may provide an RTP Network or Regulatory Authority with jurisdiction over Bank, Program Manager or the RTP Services reporting regarding the RTP Services and Program Manager’s activities arising out of or in connection with the RTP Services and this Agreement.

Notice of Violation or Non-Compliance and Right to Investigate; Notice of Violations and Non-Compliance with the RTP Rules. 

Bank or the RTP Network shall have the right, in its sole discretion, to investigate Program Manager, End User or Program Manager’s Subcontractor, for any suspected or actual violation or non-compliance with the RTP Rules at any time.  In the event that Bank receives a notice of potential RTP Rules violation or non-compliance from the RTP Network, Program Manager shall (and shall cause any End User or Subcontractor, including any Processor to) assist and cooperate in providing a response to  such notice within five (5) Business Days of Bank’s receipt of such notice by Bank, Program Manager, End User, or Program Manager Subcontractor (including any Processor), and Program Manager shall prepare and submit to Bank a proposed response that provides an explanation as to why Program Manager (or End User or Subcontractor) does not believe any violation occurred and/or that describes any actions Program Manager has taken (or, where applicable, the End User or Subcontractor has taken) to address any violation or non-compliance with the RTP Rules.  At the completion of an investigation of any potential violation or non-compliance with the RTP Rules, the applicable RTP Network will determine whether the RTP Rules were or were not violated and issue either a notice confirming whether or not there was a violation or non-compliance with the RTP Rules and Bank will provide such notice to Program Manager unless where otherwise prohibited by the RTP Network, Regulatory Authority or Applicable Law.

If an RTP Network issues a notice of violation or non-compliance as a result of their investigation, Program Manager shall be responsible and obligated to pay Bank the amount of the fine issued by the RTP Network for such violation or non-compliance with the RTP Rules and any costs and fees associated with the Bank’s investigation and assistance in any response and/or any appeal of the RTP Network’s determination (including, but not limited to Bank’s reasonable attorney’s fees), plus any costs and expenses Bank may be required to reimburse the RTP Network for such RTP Network’s enforcement of compliance with the RTP Rules, including any RTP Network’s attorneys’ fees.  Program Manager shall (and shall cause any Subcontractor) to provide its cooperation in any appeals process and Program Manager shall cooperate (and shall cause any Subcontractor cooperates) with Bank in the preparation of a corrective action plan that may be required by the RTP Network to be submitted to such RTP Network.  Program Manager’s failure to cooperate and/or pay any fine or fees under this Section 13(k)(ii) will be deemed to have materially breached this Agreement and Bank and/or RTP Network shall have the right to terminate Program Manager’s (and/or Subcontractor’s) participation in the RTP System and RTP Services.

Program Manager understands that Bank does not have the right or authority to enforce any RTP Rules violation against another Participant unless such right is provided to Bank under the RTP Rules.  If such a right is provided under the RTP Rules, Bank may only be able to seek recourse with the other Participant through a legal process mutually agreed upon with the other Participant and do so independently and separately from any RTP Network. Program Manager agrees to (and shall cause any Subcontractor provisioning any Program Manager’s obligations under this RTP Schedule to agree to) cooperate and assist Bank in such legal process and/or proceeding.

RTP Network Marks. Program Manager may not (and may not permit any Subcontractor to) use or reproduce the name, logo and specified trademarks of any RTP Network (“RTP Network Marks”) without such RTP Network’s written consent and Program Manager shall use RTP Network Marks consistent with any RTP Network usage guidelines. Any use rights terminate upon termination of this Agreement or unless expressly terminated by an RTP Network.

Testing; Testing Solutions and Test Solution Fees.

Testing.  Program Manager shall test and validate its implementation use of and ability to continue to use the RTP System and complete and ensure that such use and ability meets the necessary RTP Networks’ certification or validation requirements, including any updates thereto and RTP Rules prior to being able to use the RTP System in a live production environment.

Testing Solutions.  As Bank’s Third-Party Service Provider, Program Manager will have access and use to a world-wide, non-exclusive, fully paid-up, royalty-free, right and license to access, configure, execute, install and use software, production-like testing tools, and related user guides, specifications and documentation made available by the RTP Network to facilitate the testing, validation and certification of Program Manager’s implementation of the RTP Specifications on behalf of Bank (collectively, the “RTP Test Solutions”).  Program Manager shall not and shall ensure that none of its employees, representatives (including any Authorized Representatives), agents or Subcontractors use the RTP Test Solutions and/or related guides, specifications and documentation for any purpose other than for testing and/or validation related to the RTP System or to modify the RTP Testing Solutions except as may be necessary for the interoperability with Program Manager’s and Bank systems and platforms.

Test Solution Fees.  Program Manager shall be responsible for the applicable RTP Test Solution fees that result from its testing under this Section 15 (“Testing; Testing Solutions and Test Solution Fees”) and as established by the RTP Network.

RTP Security Obligations. The Parties agree that the RTP Services are subject to the commercially reasonable security obligations governing the submission and receipt of RTP Payments through the RTP System. In addition to any other security obligation contained in the Agreement, Program Manager shall comply with the security obligations set forth under this Section 16 (“RTP Security Obligations”) and as set forth in the applicable RTP Rules, including RTP Specifications or as otherwise provided for in Schedule K (“Security Procedures”) (collectively, the “RTP Security Procedures”).  If there is a conflict between the terms of this Agreement, Bank Policies and the RTP Rules, the applicable RTP Rules shall govern.

Authorized Representative.  Program Manager’s employees, representatives and agents that have received user identification and password access to the RTP System and have been authorized to access the RTP System by an RTP Network an authorized user(s) (each such person, an “Authorized Representative”) may access the RTP System and/or access the RTP Test Solutions to, on Program Manager’s behalf, submit and/or Test the submittal of RTP Payments and Payment Messages, Non-Payment Messages or any other messages or responses through the RTP System (collectively, the “RTP Message”). Program Manager shall be responsible for its Authorized Representative and ensure they meet the requirements of the RTP Network and RTP Rules and have the proper access credentials provided by the applicable RTP Network to access and use the ‘RTP Services and RTP System. Bank shall be entitled to rely on the Program Manager’s designation of an Authorized Representative(s) and shall not be responsible for matching the names of the Authorized Representative to names or titles listed in Program Manager’s banking resolutions or with any RTP Network. Program Manager agrees that any RTP Payments and/or RTP Messages transmitted by an Authorized Representative shall comply with the terms of this Agreement, Applicable Law, RTP Rules, Bank Policies and Security Procedures. Only Program Manager (or Program Manager on behalf of an End User) or Program Manager’s Authorized Representative may initiate RTP Payments hereunder on behalf; provided, Bank shall be entitled to deem any person having knowledge of the Security Procedures under the relevant RTP Rules or as set forth in Schedule K (Security Procedures) to be an Authorized Representative.

Access Credentials. If Program Manager receives credentials from Bank to access and/or use the RTP System and RTP Services (the “Access Credentials”), Program Manager will: (a) keep the Access Credentials confidential; (b) not allow any other entity or person to use the Access Credentials or gain access to the RTP Services; (c) be liable for all actions taken by any user of the Access Credentials; and (d) promptly notify Bank if Program Manager believes or suspects the Access Credentials have been compromised, the API has been or potentially can be accessed with compromised Access Credentials, or the confidentiality of the RTP Service data or any sensitive information has been compromised by use of the Access Credentials.  Program Manager shall also be liable for all Payment Instructions and RTP Payments originated using the Program Account, Prefunded Account, FBO Account, Deposit Account, including fraudulent transactions processed by third parties that use the Program Manager’s Access Credentials, or who otherwise unlawfully access the Program Account, Prefunded Account, FBO Account, or Deposit Account. The occurrence of unauthorized access will not affect Program Manager’s liability for any Payment Instructions or RTP Payments made in good faith by Bank whether prior to receipt of such notification or during any period of time reasonably needed to prevent the occurrence of unauthorized transfers following notification.

Authorization and Authentication.  When the Bank is operating as a Sending Participant, the Program Manager shall, at a minimum, utilize multi-factor authentication in accordance with the Risk Management and Fraud Controls and any Information Security Standards that the RTP Network may publish from time to time.

Screening Measures.  When Bank is operating as a Sending Participant, Program Manager shall utilize fraud and risk-screening measures prior to submitting a Payment Message to the RTP System and such measures must be made available to Bank by Program Manager on a twenty-four (24) hour, every day, basis and meet Risk Management and Fraud Control requirements.

Critical Security Precuations. Program Manager acknowledges and agrees that limiting access and securely storing Payment Messages, Non-Payment Messages and/or other RTP Payment related data and information used in the submission of a Payment Message, Non-Payment Message or any response is a critical data security precaution. Program Manager’s ability to limit access to production data can be done through encryption and authentification methods as set forth in Schedule K (Security Procedures) and in accordance with Bank Policies and, at a minimum, Program Manager shall use (and shall any subcontractor to use) a commercially reasonable standard of encryption technology that complies with Applicable Law for the entry and transmission of Payment Messages and Non-Payment Messages required by RTP Rules.

Computer Viruses, Malware and any Other Computer or System Issues. Bank is not responsible for any computer viruses (including, without limitation, programs commonly referred to as “malware,” “keystroke loggers” and/or “spyware”), problems or malfunctions resulting from any computer viruses or any related problems that may be associated with the use of an online system, the RTP System or the RTP Services. Any material downloaded or otherwise obtained is obtained at Program Manager’s own discretion and risk, and Bank is not responsible for any damage to Program Manager’s computer or operating systems or for loss of data that results from the download of any such material, whether due to any computer virus or otherwise. Program Manager is responsible for maintaining and applying anti-virus software, security patches, firewalls and other security measures with respect to Program Manager’s operating systems, and for protecting, securing and backing up any data and information stored in or on Program Manager’s operating systems. Bank is not responsible for any errors or failures resulting from defects in or malfunctions of any software installed on Program Manager’s operating systems or accessed through an Internet connection.

Program Manager Warranties.  In addition to Program Manager’s other warranties, covenants and representations under this RTP Schedule and the Agreement, Program Manager further represents and warrants to Bank that (a) all actions of Program Manager (and (and that Program Manager will ensure that all actions of any Subcontractor or End User) in the preparation, transmittal, and submittal of RTP Payments, Payment Messages or other RTP Messages, shall comply in all respects with Applicable Law, RTP Rules, Bank Policies and this RTP Agreement and (b) that it will not permit any Person to initiate Payment Instructions or RTP Payments in the absence of proper supervision and safeguards and agrees to take reasonable steps to maintain the confidentiality of Access Credentials, devices and related instructions provided by Program Manager and/or Bank. 

Program Manager as Third-Party Service Provider for Other Participants.  Program Manager may be authorized by another, separate and independent Participant to provide its services to such Participant in accessing and using the RTP System of an RTP Network.  Program Manager shall establish sufficient controls to ensure that Program Manager properly segregates any Payment Instruction, Payment Message, Payment Response or other RTP Message from those Payment messages related to any other non-Bank Participant.  Any co-mingling of messages will be deemed a material breach of this Agreement and Bank shall have the right to immediately suspend Program Manager’s use of the RTP Services and/or access to the RTP System or terminate this Agreement, without penalty, in Bank’s discretion.  Program Manager shall maintain a list of all Participants for which it acts as a Third-Party Service Provider and that, at a minimum, describes the (i) types of messages Program Manager initiates, transmits or receives on behalf of any Participant and (ii) identifies any electronic connection Program Manager manages to and uses to send or receive messages on behalf of any Participant.   Upon the request of Bank and/or any Federal Reserve Bank with jurisdiction over Bank, Program Manager shall provide the list to Bank and/or to such Federal Reserve Bank.

Program Manager as a Payment Service Provider and PSP Audits and Certifications.

If Program Manager desires to provide the RTP Services as a Payment Service Provider (“PSP”) (as defined under the RTP Rules), Program Manager must complete and submit to the RTP Network a PSP application and enter into a PSP agreement with the RTP Network.  The RTP Network will have the sole discretion as to whether or not Program Manager’s PSP application will be approved or denied and whether it will agree to enter into a PSP agreement with Program Manager.  Bank shall have no obligation or liability with regards to any PSP application submitted by Program Manager to an RTP Network or for the PSP activities engaged in by Program Manager pursuant to this Section 19 (“Program Manager as a Payment Service Provider and PSP Audits and Certifications”). If an RTP Network approves Program Manager’s PSP application, Program Manager, as an approved PSP, shall comply with all RTP Rules applicable to PSPs as if Program Manager were Bank, a Participant in the RTP System, and all PSP compliance obligations as set forth in the RTP Rules (the “PSP Compliance Criteria”). Program Manager shall submit a PSP Certification annually certifying its compliance and on-going compliance with RTP Rules, including, the PSP Compliance Criteria  and Program Manager’s PSP Certification must be accompanied by (i) an updated audit report, completed by a an independent third-party auditor approved by an RTP Network to perform such audits, validating Program Manager’s PSP compliance with the PSP Compliance Criteria and that was completed ninety (90) days prior to Program Manager’s PSP Certification (the “PSP Audit Report”) and (ii) any updates to Program Manager’s initial PSP application and Program Manager’s documentation.

Program Manager as a PSP shall be solely liable for its compliance with the PSP Compliance Criteria and shall indemnify and hold Bank, any RTP Network, and other Participants harmless from all Losses arising from Program Manager’s acts or omissions as a PSP.   Program Manager agrees that it shall not conduct any PSP activities that have not been approved and/or which Program Manager has not been approved by an RTP Network to engage in as a PSP.  Program Manager understands that it is prohibited from engaging in any money transmission activities for Bank, as a Sender or Sending Participant, unless the End User has been approved by the RTP Network as a PSP and has entered into a PSP agreement with the RTP Network.

Program Manager understands that a RTP Network, Bank or Regulatory Authority shall have authority, at any time, to request and obtain information arising out, in connection with or related to Program Manager’s PSP activities and Program Manager’s compliance with RTP Rules and PSP Compliance Criteria. An RTP Network, Bank or Regulatory Authority shall have the right to suspend or revoke Program Manager’s ability to be a PSP and a Sender in the RTP System or to otherwise limit Program Manager’s PSP activities related to money transmission at any time and, including, without limitation, due to information provided in Program Manager’s PSP Certification and/or PSP Audit Report.