4/2021
person (an “Individual Payer” and collectively “Payers”), to credit or debit your Account(s)
in connection with
processing transactions between you and any
Payers. You agree that we may rely upon all Account information and
identifying numbers provided by you on the Enrollment Agreement to receive Optum Pay Services.
We may rely on the
routing and account numbers you provided even if they identify a financial institution, person or account other
than
the one named on the Enrollment Agreement. You agree to comply with all applicable federal and state laws,
regulations, rules and guidelines related to electronic
funds transfers, including without limitation, Article 4A of the
UCC and the operating rules and regulations of the National Automated Clearinghouse Association. These rules
provide, among other things, that payments made to you, are provisional until final settlement is
made through a
Federal Reserve Bank or payment is otherwise made as provided in Article 4A-403(a) of the UCC. If we do not receive
good funds in connection with any
payment made to you, we are entitled to a refund from you in the amount
credited to your Account and the Payer that originated or instructed
such payment will not be considered to have paid
the amount so credited. In the event that we need to debit or credit your Accounts to make adjustments,
changes or corrections in accordance with the terms of this Agreement, we may do so immediately and
without prior notification.
Such adjustments, changes, or corrections may include, but are not limited to, reversing
an improper credit to your Account,
making adjustments for returned items, and correcting calculation and input
errors. Our right to make adjustments shall include the right to offset amounts you owe us or a Payer against future
amounts payable to you and shall not be subject to any limitations or time constraints, except as required by law.
4.
Bank Accounts.
You represent and warrant that (i) you are the owner of each of the Accounts, or have been
delegated authority as an authorized user of the Accounts, or have authority to otherwise cause transactions on the
Accounts and (ii) none of the Accounts is or will
be used primarily for personal, family or household purposes. You
authorize Optum to make credits and debits on your Account(s) in accordance with this Agreement and this
authorization will remain in effect until we receive written notification from you of termination or change.
5.
Disclosures of Information to others.
We may disclose information to Payers and third parties about you and
your Account(s) and transactions
as follows: (i) pursuant to agreements with Payers and other third parties that utilize
Optum Pay Services or assist us in the provision of Optum Pay Services; (ii) to verify the existence and condition of an
Account; (iii) as otherwise necessary for us to provide Optum Pay Services, including but not limited to, accurately
effectuating payments; (iv) as instructed by you; (v) in accordance with the Optum Financial, Inc. Website Privacy
Policy; and (vi) as otherwise required in response to a court order, subpoena, search warrant, law or regulation.
6.
Virtual Payment Card; processing fees.
If you have elected to receive payments by prepaid virtual payment
(“Virtual Card”), you
agree: (i) that such election constitutes your consent for any Payers, including but not limited to,
Third Party Payers and Individual Payers, to make payments to you by Virtual Card; (ii) that mailing of the Virtual
Card
constitutes payment for purposes of a Payer’s compliance with applicable law; (iii) to only process Virtual Card
payments using your systems; and (iv) that use of the Virtual Card is subject to and you will comply with this
Agreement and the Virtual Card terms and conditions that
accompany the Virtual Card. You acknowledge that that
by processing a Virtual Card payment, you are subject to the terms and conditions governing card processing
between you and your card service processor and that you are responsible for any charges and related third party
fees, including interchange, merchant discount, or other card processing fees that may be imposed as a result of
processing a Virtual Card payment through a card processor.
7. Security. You are responsible under this Agreement for all use of the Optum Pay Services, including but not limited to, any
authorization, direction, action or failure to act by your designated contacts or any individual or entity authorized by you to transact
business or otherwise utilize Optum Pay Services, including to initiate payment of your Paid Subscription, on behalf of your
organization (an “Authorized User”), even if you did not intend for such use to occur. It is your sole responsibility for determining who
is an Authorized User, monitoring and auditing an Authorized User’s use of the Optum Pay Services, and for removing Authorized
Users in a timely manner. You authorize us to provide all information to any Authorized User and to discuss the Optum Pay Services
with them. Furthermore, you agree to notify each Authorized User, at the time he or she becomes an Authorized User, that we may
receive, record, exchange and use information about him or her in the same manner we do with information about you, as described
herein. You shall notify us immediately in writing if any Authorized User
is no longer authorized to transact business
or make changes on behalf of you or your organization. You agree that: (i) we may process all instructions related to
Optum Pay Services that are or appear to be submitted by an Authorized User and that such instructions are
effective even if not authorized by you; (ii) you will maintain appropriate accounting and auditing procedures to protect
your Account(s)
and Optum Pay Services
from misuse; and (iii) you will promptly review all electronic
statements, notices and transaction information made available to you and
you shall report all unauthorized transactions
and errors to us immediately. You are responsible for maintaining the security of your Accounts and any information related
to your Optum Pay Services, including the security of your computer equipment and Optum Pay account access passwords or