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inventions and processes , formulae, Security Devices, technological and procedural information, data, any of the foregoing specially
<br /> customized, created or developed for Customer' s use of the Services , and/or any other thing of a proprietary nature
<br /> which is
<br /> developed , created , or provided by Bank or its contractors , as applicable, for use in connection with any Service.
<br /> "Service Schedule " means and refers to any document or agreement required or approved by Bank which describes any particular
<br /> Service and which sets forth particular terms and conditions prescribed by Bank regarding the provision and use of such Service,
<br /> as
<br /> amended from time to time . A Service Schedule may also provide specifications relating to the provision of Services , or provide other
<br /> information or confirmation relating to Customer ' s use of any Services
<br /> " User Guide " means any instructional materials or information relating to the use of any Service and provided by Bank in connection
<br /> with such Service, as amended from time to time .
<br /> Other terms may be defined elsewhere in this Master Agreement.
<br /> 2 . Service Enrollment. In order to enroll for and use a Service, Customer must execute and/or accept the applicable Customer Profile(s)
<br /> and Service Schedule(s) required by Bank therefore. Bank, in its discretion , may not permit Customer to use the Service
<br />until Bank has
<br /> determined that Customer has accepted or executed the applicable documentation and otherwise provided appropriate information
<br /> and
<br /> specifications for the use of the Service , and until Bank has had a reasonable opportunity to activate the Service. In any event,
<br /> Customer agrees
<br /> that the use by Customer or any Authorized User of any Service shall , without any further action or execution
<br /> or acceptance of any
<br /> documentation on the part of Customer, constitute Customer' s acceptance of and agreement to Bank ' s terms and conditions for the use
<br /> of such
<br /> Service as may be in effect as of the time of such usage, whether set forth in any applicable Service Schedule or otherwise prescribed
<br /> by Bank .
<br /> The terms of any Customer Profile and/or Service Schedule, as well as the terms of any User Guide applicable to a Service, and the terms
<br />of that
<br /> certain proposal for banking services (lockbox and purchasing card) , dated 8/ 10/2009 submitted by Bank to Customer, supplement the terms
<br /> of
<br /> this Master Agreement and constitute part of the agreement between Customer and Bank for the use and provision of the applicable Service(s)
<br />,
<br /> and Customer agrees to observe and comply with all of such terms in the use of any applicable Service. In the event of a conflict
<br /> between the
<br /> terms of this Master Agreement and those of any Customer Profile, Service Schedule, or User Guide, the terms of the Customer Profile, Service
<br /> Schedule, or User Guide, as applicable, shall govern and control with respect to the Service at issue .
<br /> 3 . Equipment Requirements . Except as otherwise expressly provided in any Service Schedule, Customer, at Customer' s expense , is
<br /> responsible for obtaining and for properly installing, maintaining, and securing all telephone equipment and services , internet
<br /> connection
<br /> services , computer hardware and software (and any and all necessary upgrades thereto) , and any other equipment necessary for Customer
<br /> to
<br /> access and use the Services . Customer agrees that Customer' s equipment and third party services shall at all times meet or exceed the
<br /> minimum
<br /> specifications prescribed by Bank from time to time for use of the Services . Bank makes no warranty, either express or implied
<br />, to Customer
<br /> regarding Customer' s computer systems or related equipment or software , or that of any of Customer' s third party providers or
<br /> contractors,
<br /> including but not limited to, any warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. To the extent that Bank
<br /> provides any Service Materials to Customer, Customer agrees that :
<br /> (a) the Service Materials shall be installed , tested , placed into production, and used in accordance with the
<br />instructions
<br /> provided by Bank, as modified or amended from time to time ;
<br /> (b) all right, title and interest in and to any and all Service Materials shall be and remain the property of Bank or the third
<br /> party
<br /> provider, of such Service Materials , as applicable ;
<br /> (c) unless otherwise expressly authorized in writing by Bank, Customer may not copy, reproduce, retransmit, disseminate ,
<br /> display, publish , sell , broadcast, circulate , distribute, transfer, assign , commercially exploit, or create derivative works of
<br /> any Service Materials ;
<br /> (d ) Customer shall not reverse engineer or reverse compile any Service Materials ;
<br /> (e) upon the termination of a Service for any reason , or at any time upon request by Bank, Customer shall return to
<br />Bank in
<br /> good condition any and all Service Materials ; and
<br /> (f) Customer shall pay Bank ' s costs , fees , and expenses for the replacement or reissuance of any lost or damaged Service
<br /> Materials .
<br /> To the extent that Customer engages any third party contractor or service provider to facilitate Customer' s use of any Services , Customer agrees
<br /> that such party acts as Customer' s agent in connection with this Master Agreement and agrees to ensure that such party observes , complies
<br /> with ,
<br /> and does not breach any duty, term, condition , obligation , or responsibility on the part of Customer to be performed , observed or complied
<br /> with
<br /> pursuant to this Master Agreement. Customer further agrees that Bank shall not be responsible for, and shall have no duty to remedy or correct
<br />,
<br /> any acts , omissions , breaches , defaults , or nonperformance on the part of any such third party with respect any services , products , equipment,
<br /> or
<br /> goods provided by such third party to Customer.
<br /> 4 . Security Procedures for Service Activity.
<br /> (a) As to any Security Procedures agreed to by and between Customer and Bank with respect to any Service, Customer
<br /> represents that Customer has carefully considered the circumstances of Customer' s use of the Service and the transactions and
<br /> activity that
<br /> Customer will effect through the Service, and Customer acknowledges and agrees that the Security Procedures , including (without limitation) any
<br />
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