Banking Authorization for DNA

BANKING AUTHORIZATION FOR DNA

This Banking Authorization Agreement (the Agreement) is made as of Effective Date: by and between Client Name: whose principal address is and DNA Name: whose principal address is (each a Party and collectively the Parties).

RECITALS

WHEREAS, Client maintains one or more deposit accounts with the financial institution identified below (Bank) and desires to authorize DNA to obtain account information and to initiate electronic credits and debits as set forth herein to facilitate services provided by DNA; and

WHEREAS, DNA requires written authorization from Client and direction to Bank to permit verification of account details, to execute ACH transactions, and to receive confirmations and statements necessary for DNA to perform its obligations; and

WHEREAS, Bank is prepared to accept and act upon Client's written authorization in accordance with its standard practices and applicable law.

NOW THEREFORE, in consideration of the mutual covenants below, the Parties agree as follows:

1. AUTHORIZATION

Client hereby authorizes Bank to disclose to DNA and to permit DNA to obtain and use the following information regarding the account(s) specified in Section 2: account title, account numbers, routing numbers, current balance, transaction history (up to 24 months), status of any returned or charged-back items, and other information reasonably necessary for DNA to perform its services. Client further authorizes DNA to initiate ACH credits and debits to and from the specified account(s) in accordance with the written instructions of Client and DNA and in compliance with applicable payment network rules.

2. ACCOUNT INFORMATION

Bank Name:    Bank Address:

Checking Savings Other (specify):

Authorization Start Date:    Authorization End Date (if any):

3. CLIENT REPRESENTATIONS AND WARRANTIES

Client represents and warrants that (a) it is the legal owner of the account(s) identified in Section 2 or is otherwise authorized to grant the permissions in this Agreement; (b) the information provided to DNA and Bank is true, complete and accurate; and (c) Client will promptly notify DNA in writing of any change in the account status or of any facts that would render the authorizations herein incorrect or incomplete.

4. BANK ACTIONS AND LIMITATIONS

Bank may rely upon this Authorization and, subject to Bank's policies and applicable law, shall disclose account information and accept ACH instructions from DNA in accordance with the terms of this Agreement. Bank shall not be obligated to act upon or effect any ACH debit or credit until Bank has had a reasonable opportunity to verify instructions and Client funds availability. Bank shall have no liability for actions taken in good faith reliance upon this Authorization or upon any written, electronic, or telephonic instructions reasonably believed to be from DNA.

5. REVOCATION AND TERMINATION

Client may revoke this Authorization by delivering written notice to both Bank and DNA. Revocation shall be effective only after Bank and DNA have had a reasonable opportunity to act upon the notice and, in any event, shall not affect any transactions properly initiated prior to the effective date of revocation. This Authorization terminates on the Authorization End Date specified above or upon mutual written agreement of the Parties.

6. LIABILITY; INDEMNIFICATION

Each Party shall be responsible for its own acts and omissions. Client agrees to indemnify, defend and hold harmless DNA and Bank from and against any and all claims, liabilities, losses, expenses and costs (including reasonable attorneys' fees) arising out of Client's breach of this Agreement or any negligent or willful act or omission by Client in connection with the authorizations granted herein. Except for liability resulting from willful misconduct or gross negligence, neither DNA nor Bank shall be liable for indirect, incidental, special or consequential damages.

7. CONFIDENTIALITY; DATA USE

DNA agrees to maintain the confidentiality of Client account information received from Bank and to use such information solely for the purposes described in Section 2. DNA may disclose account information to its agents and service providers to the extent reasonably necessary to perform the services, provided that such recipients are bound by confidentiality obligations no less protective than those in this Agreement.

8. NOTICES

All notices under this Agreement must be in writing and delivered to the addresses set forth below or to such other address as either Party may designate by written notice to the other. Notice will be deemed given when personally delivered, sent by nationally recognized overnight courier, or three business days after deposit in the U.S. mail, postage prepaid.

9. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No failure or delay by any Party in exercising any right or remedy shall operate as a waiver of that or any other right or remedy.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State: without regard to its conflict of laws principles.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether written or oral.

12. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith a substitute provision to effect the original intent so far as possible.

13. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. A facsimile, electronic image, or other reproduction of a signature shall be deemed an original for all purposes.

ADDITIONAL INSTRUCTIONS

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