OPTIM ACH SOLUTIONS, LLC
TERMS AND CONDITIONS AND PRIVACY POLICY
Effective July 1, 2024

Terms and Conditions

Optim ACH Solutions, LLC (“OAS”) provides self-service and hybrid ACH Audit and Risk Management cloud-based solutions (collectively known as “Product Offerings”) services. All product offerings and services described in this section and any other products and services offered by OAS at any time shall be defined as product offerings. In order to use product offerings, you must read and accept all of the terms and conditions and understand OAS’s Privacy Policy. OAS may modify the Terms and Conditions and Privacy from time to time at our sole discretion. OAS will provide purchasers with email notification when these Terms and Conditions change.

BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS AND UNDERSTAND OUR PRIVACY POLICY NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF YOU HAD SIGNED AND ACKNOWLEDGED ACCEPTANCE OF THIS AGREEMENT.

THE LINK PROVIDED TO YOU WILL PROVIDE YOU WITH ACCESS TO A SITE MAINTAINED ON OAS’S THIRD-PARTY SAAS PROVIDER THAT IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, SERVICES, UNINTERRUPTED ACCESS, OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE SITE OR SOLUTION. SPECIFICALLY, OAS DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (1) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF THE SITE, ITS INFORMATION, PRODUCTS OR SERVICES AND (2) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTUOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.

General Terms and Conditions

OAS provides purchasers access to their cloud-based product offerings via the Internet. The product offerings require you to respond to a series of questions about your Company’s ACH Operating environment, policies, procedures, framework, controls, and data security, and you agree to the following:

• Provide true, accurate, current, and complete Information as prompted throughout the product offering.
• You are solely responsible for your results and any misrepresentation, inaccuracies, or intentional withholding of Information.
• Agree that you have access to the World Wide Web. OAS will not be liable for your inability to access the solutions; no refunds will be given.
• Antivirus programs, Software, browsers, operating systems, hardware, and devices are updated with the latest updates and patches and commercially reasonable security processes to protect the integrity of your systems.
• The product offering will expire when the end-user selects Submit. At its discretion, OAS may terminate or cause the links to expire anytime after the annual product period. See the Service Cancellation and Termination section.
• No refunds, discounts, or credits will be given to users who do not complete the product offering within the annual period purchased.
• This document governs in case of any inconsistency or conflict between this document and product disclosures.
• Whitelist ACHServices@OasNow.com.

Restrictions

You agree to the following product offering restrictions and use limitations:

• Product offerings are made available to the purchaser only. When available, the purchaser may forward product offering sections to internal users or other team collaborators that will assist in with the product offering.
• The product offering will expire when the end-user selects Submit. OAS will not be able to provide you with access once you select Submit. Access to make changes will require you to repurchase the product offering.
• You are liable and responsible for any modifications that you make to responses, statements of completion/attestation statements, or any reports.
• Product offerings cannot be modified or used to satisfy the compliance requirement of another entity, subsidiary, affiliate, or purchaser.
• Product offerings cannot be used by a consultant, advisor, or any individual or Company that uses the product offering to conduct ACH compliance work for its clients/customers for which it charges or receives compensation.
• Access shall not be forwarded to another end-user to evade the purchase and registration of the end-user from OAS.
• You shall not copy, reproduce, republish, sell, screen scrape, post, or broadcast the contents or material provided; decompile, disassemble, or reverse engineer the product offerings in whole or in part.
• You shall not write or develop any derivative software program based upon the Software;
• Provide, disclose, divulge, make available to, or permit any other third party to use the product offering without OAS’s prior written consent.
• You agree not to resell, rent, copy, or transfer the content of or access to the site that hosts the product offering or the product offering or attempt to do so.

Protection of Personally Identifiable Information (PII)

Personally Identifiable Information (“PII”) is any information that can be used to distinguish or trace a person’s identity. Product offerings do not instruct, recommend, or require you to document, enter, or include any PII within the product offerings. OAS assumes no liability whatsoever for including PII within any product offering. PII entered, documented, referenced, or uploaded by you are not the liability or responsibility of OAS, and your Company assumes full liability for doing so. You are responsible for retaining and securely storing any PII used to arrive at any audit findings or observations securely within your Company’s data infrastructure and not within the product offering.

Retention & Additional Fees

You or your Company are required by the Nacha Operating Rules to retain all documentation, which includes reports, responses, attestation statements and testing documents for six (6) years from completion. OAS is not required to retain your responses, data, or documents uploaded after we have delivered all deliverables to you. OAS may retain Information captured during your online sessions for a term not greater than the OAS License period with its Third-Party SaaS Provider. Information may be deleted at our sole discretion. You may instruct OAS to delete your Information by doing so in writing per the guidelines outlined in the Privacy Policy. OAS may charge a two-hundred dollar fee if you fail to maintain and request documentation from OAS. OAS does not guarantee that it will be able to provide such documentation or the form in which the Information is provided. However, if OAS can reproduce the requested documentation, you agree to pay the additional fee before OAS releases the documentation. The documentation provided is final, and no refunds or warranties apply.

Service Cancellations and Terminations

Product offerings are annual calendar year offerings. Annual means that it is available for you to use in and within the year in which the product offering was purchased and not the twelve months following the date of purchase. OAS may, at its discretion, terminate or cause the links to expire when you fail to login during the annual year of purchase. OAS may at its discretion extend access at its sole discretion. If you purchase but do not log in to the product offering during the annual calendar year, your access may expire or be terminated. However, OAS may terminate your use if you violate any of the limitations of use defined in this document without notice.

Disclaimer

OAS is not responsible for any errors and omissions in any product offering. You are solely responsible for your results and any misrepresentation, inaccuracies, or intentional withholding of Information. There is no warranty, expressed or implied, in connection with the Terms and Conditions or your use. There is no warranty expressed or implied in connection with making these product offerings.

Inviting Collaborators and Emailing Results

You may send an email request, also referred to as a Lifeline, to a Contributor. A “Contributor” is a colleague or other key contributor that you elect and, by their acceptance of the links that you forward, will respond on your behalf to sections, questions, or requests for Information about your Company’s processes or procedures. OAS does not monitor the activities of contributors; you take sole responsibility for their responses and ability to review or access other content.

At the conclusion, you may select from a list the documents that can be forwarded to an Originating Depository Financial Institution (ODFI) or Third-Party Sender, by you on behalf of your Company. You authorize OAS to send the items you select to the email address that you provide. You understand that the Information we provide to them cannot be modified and will be sent as is. OAS is not responsible or liable in any way for forwarding your content, including any documents, comments, testing outcomes, findings, and risk management comments. You understand that Information will be sent to the email address you provide, and OAS cannot cancel or modify email addresses once they have been sent.

Limitation of Liability

NEITHER OAS NOR ANY OF ITS EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, AFFILIATES, WEBSITE CO-BRANDING PROVIDERS OR CONTENT OR SERVICE PROVIDERS SHALL BE LIABLE TO YOU OR OTHER THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF USE OF SITE OR ITS CONTENT OR INABILITY TO GAIN ACCESS TO OR USE THE SITE OR OUT OF ANY BREACH OF ANY WARRANTY. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, THE RESPECTIVE LIABILITY OF OAS, ITS EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, AFFILIATES, WEBSITE CO-BRANDING PROVIDERS, AND CONTENT OR SERVICE PROVIDERS RESPECTIVE LIABILITY IS LIMITED TO THE PURCHASE PRICE OF THE PRODUCT/PRODUCT OFFERING.

Privacy Policy

Privacy Policy

This Privacy Policy explains how we collect, use, and disclose Information you have included, provided, and documented in any Optim ACH Solution’s (“OAS”) online product offerings. By accessing the links we provide to you, you consent to the collection, processing, and storage of your Personal Information as described in this Privacy Policy.

Collection of Information

OAS provides access to cloud-based products (herein referred to as “product offerings”). These product offerings require you to provide your contact information (name, email address, title, telephone number, company information, street address, or other Information). You may optionally decide to provide the name, email address, title, telephone number, company information, street address, or other information of 1) any internal team members, also known as collaborators that will assist you with the product offering, 2) the name and email address of your Originating Depository Financial Institution (ODFI) or Third-Party Sender which has requested that you provide proof of completion.

We may also use log files, cookies, and similar technologies to collect information about the pages you view, selects made, links you click on, and other actions you may take when accessing our product offerings. We may collect and store this Information and combine it with other personal Information you may have provided to provide the product offering.

The product offerings require you to respond to a series of questions relative to your Company’s ACH Operating environment. THE PRODUCT OFFERINGS DO NOT REQUIRE, RECOMMEND, OR REQUEST THAT YOU INCLUDE ANY PERSONALLY IDENTIFIABLE INFORMATION (PII) WHEN RESPONDING TO QUESTIONS, UPLOADING REQUESTED INFORMATION, PERFORMING OR DOCUMENTING ANY TEST RESULTS.

As part of OAS’s services, we will collect and process your responses and your personal information, uploaded Information, or instructions as requested. OAS will maintain reasonable and appropriate security controls to protect your Information at all times.

Processing

OAS collaborates with a SaaS provider and their providers to process your collected Personal Information. You consent to the processing when you provide your responses, uploads, or Personal Information to OAS.

Disclosure

OAS may disclose your Personal Information, responses, and documents uploaded to our affiliates and data processors to provide the services you and your Company have requested. These third-party service providers may only use the Information we provide to them required to perform the services for OAS. We will always disclose Information when required by law to do so. OAS does not share, sell, rent, or trade Personal Information collected from you with third parties for their sole promotional purposes or as otherwise outlined in this Privacy Statement.

Security

OAS utilizes industry-standard security measures to safeguard your Personal Information. However, the security of information transmitted through the Internet can never be fully guaranteed. As such, you are responsible for maintaining security over all devices used to access the Internet, systems, devices, and all email accounts that you direct OAS to forward links to access the product offerings.

Retention of Information.

OAS is not required to retain your responses, data, or documents uploaded after we have delivered the full content to you. We may retain this Information as long as we remain active with our Third-Party SaaS Provider or delete Information based on our sole discretion or as you instruct. If you wish to have your information deleted, you must notify us as outlined in the Contact Us section below. We will respond to your request to access or delete your Information within 30 days. We will retain and use your Information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.

Data Subject Rights

You may have certain rights over your Personal Information, these may include the right to:

• Access the Personal Information held by us
• Know more about how we process your Personal Information
• Rectify any inaccurate Personal Information
• Erase or delete your Personal Information
• Restrict the use of your Personal Information
• Object to certain uses of your Personal Information
• Receive a copy of your Personal Information in an electronic format
• Opt-out of certain disclosures of your Personal Information to third parties
• You can exercise these rights by contacting us using the contact details below.

Contact Us

If, at any time after signing up for or logging into product offerings, the following occur:

• your Personal Information changes,
• you change your mind about using the service subject to the terms and conditions,
• request not to receive information from us or
• wish to provide us with updated Information.

Send your specific request to TeamOAS@OasNow.com or postal mail to:

Optim ACH Solutions, LLC
9789 Charlotte Highway
Suite 400 #219
Fort Mill, SC 29707