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] 1 . Fees and Charges . Subject to the terms of that certain proposal for banking services (lockbox and purchasing card) , dated
<br /> 8/10/2009
<br /> submitted by Bank to Customer, Customer agrees to pay all fees , charges , and assessments imposed by Bank for use of the Services, as
<br /> set forth
<br /> in the applicable Service Schedules or in Bank ' s fee schedules . Bank, in its discretion , may collect any fees , charges , assessments
<br />, taxes , and
<br /> commissions due from Customer by debiting any Customer Account, by billing Customer, or by considering amounts due in any
<br />Account
<br /> analysis performed by Bank with respect to Customer' s Account(s) . Customer acknowledges and agrees that any fees, charges , or assessments
<br /> imposed in connection with the Services are in addition to any costs , fees , or expenses Customer may incur with respect to maintaining
<br /> or using
<br /> any Account with Bank , using or purchasing any services or products other than the Services, and/or establishing any capabilities necessary
<br /> for
<br /> the use of the Services (including, without limitation , telephone or internet access service and/or any required software, hardware, or equipment) .
<br /> 12 . Checks and Other MICR Documents . Customer shall purchase all checks and other magnetic ink character recognition ("MICR")
<br /> documents from vendors selected or approved by Bank . In the event that Customer selects its own vendor for checks or other MICR documents
<br />,
<br /> subject to Bank ' s approval , Customer must submit sample documents to Bank for testing before any applicable Service involving such documents
<br /> is rendered . Checks and other MICR documents must meet the standards and specifications required by Bank from time to time in its discretion
<br />.
<br /> If Customer encodes any information on checks, deposits , or other items in magnetic ink, Customer warrants that the information encoded
<br /> is
<br /> accurate and correct. Customer agrees to defend , indemnify, and hold Bank harmless from and against any loss, claim, action
<br />, or expenses
<br /> (including reasonable attorneys ' fees) arising out of or relating to any and all Customer encoding errors . Without regard to whether
<br /> Customer
<br /> purchases MICR documents from a vendor selected by Customer or by Bank, whether the MICR items meet the Bank' s specifications,
<br /> or
<br /> whether the Customer encodes its own items , the reject rate of the MICR documents shall not exceed the rate established from time
<br /> to time by
<br /> Bank in its discretion . If the reject rate of Customer's MICR documents exceeds Bank ' s established reject rate, Customer agrees that
<br />Bank may,
<br /> at its option , terminate any applicable or affected Service or assess additional fees for rendering the Service .
<br /> 13 . No Obligation to Lend ; Overdrafts . Customer acknowledges and agrees that nothing in this Master Agreement shall be deemed
<br /> to
<br /> constitute a credit facility of any kind or nature whatsoever in favor of Customer, or to create any right on the part of Customer to borrow
<br /> funds
<br /> from Bank, or to create any obligation on the part of Bank to lend funds to Customer. Bank, in Bank ' s sole and absolute discretion
<br />, and without
<br /> any obligation to Customer whatsoever, may execute any Service transaction notwithstanding that the collected balance in Customer ' s Account is
<br /> insufficient to fund the transaction . Without limiting any other rights , remedies , or recourse available to Bank, in the event
<br /> that any Service
<br /> transaction creates an overdraft in Customer ' s Account or causes Customer' s collected balance to become negative, Customer shall promptly
<br /> reimburse Bank in full , and shall pay to Bank any applicable fees and/or interest, upon Bank ' s demand . Notwithstanding any
<br /> prior action or
<br /> course of conduct on the part of Bank, Customer agrees that Bank ' s failure to execute any Service transaction that
<br /> is presented against
<br /> insufficient funds or that would cause Customer ' s Account to be overdrawn if executed shall not be construed as a wrongful dishonor
<br /> of the
<br /> transaction or a breach on the part of Bank. The provisions of this section are not intended to affect, annul , modify, or amend
<br />the express terms
<br /> and conditions of any applicable Service Schedule or any separate written overdraft or credit agreement between Customer and Bank in respect of
<br /> Customer ' s Account.
<br /> 14 . Representations and Warranties . Customer represents and warrants to Bank as follows :
<br /> (a) The acceptance and performance of this Master Agreement, and any Customer Profile or Service Schedule , are within
<br /> Customer ' s organizational power and have been duly authorized by all necessary organizational action .
<br /> (b) 'llie person who accepts this Master Agreement on behalf of Customer, and any person who accepts, completes , and/or
<br /> executes any Customer Profile or any Service Schedule , has been duly authorized to do so , and this Master Agreement,
<br /> together with any applicable Customer Profile or Service Schedule, constitutes the legal , valid , and binding obligation of
<br /> Customer and is enforceable against Customer in accordance with its terms .
<br /> (c) All information at any time provided by Customer to Bank in respect of Customer ' s business affairs and financial condition
<br /> is accurate and complete and truthfully reflects the business and financial condition of Customer as of the period (s) covered
<br /> by such information .
<br /> (d) Any and all information and data at any time provided by Customer, or by Customer' s Authorized Users , employees
<br />,
<br /> agents , and/or representatives , to Bank in respect of Service transactions , activity, or inquiries initiated by or on behalf of
<br /> Customer is accurate , complete, and without error, and Bank may rely thereon without verification in the performance of
<br /> Bank ' s duties and responsibilities under this Master Agreement and in the execution of such transaction , activity, and
<br /> inquiries .
<br /> 15 . Confidential Information . Customer is governed by Florida Statutes Chapter 119 (Public Records) regarding access
<br /> to and
<br /> confidentiality of any records . Customer acknowledges and agrees that Bank, or its third party contractors and service providers as the
<br /> case may
<br /> be, has a proprietary and protectible interest in the Confidential Information and that the Confidential Information is and shall remain the
<br />property
<br /> of Bank, or its third party contractors and service providers . Customer agrees (a) to keep all Confidential Information confidential and
<br />not to use
<br /> or disclose any Confidential Information for any purpose other than the purpose for which such information was provided in connection with
<br /> the
<br /> Services; (b) to restrict access to Confidential Information to those persons who are actively and directly participating in the use
<br /> of the Services
<br /> and who need to know such information in order to use the Services on behalf of Customer; (c) to cause any and all persons or entities
<br />who have
<br /> access to Confidential Information by or through Customer, including (without limitation) Customer' s contractors and service providers
<br />, to
<br /> observe and comply with the terms of Customer' s confidentiality obligations ; (d) not to copy or duplicate any Confidential Information except
<br />as
<br /> expressly authorized inwriting by Bank ; (c) to treat any and all copies of, and notes , memoranda, analyses , compilations, abstracts,
<br /> synopses ,
<br /> studies of other material produced from, the Confidential Information as Confidential Information ; (f) not to use Confidential Information
<br />in any
<br /> way that is detrimental to Bank; and (g) upon the termination or cancellation of any Service for any reason , to promptly return to Bank
<br /> all related
<br /> Confidential Information . In the event Customer shall inadvertently receive from Bank any data or information pertaining to a customer of Bank
<br /> other than Customer, Customer agrees to treat such data or information as Confidential Information , to promptly notify Bank of
<br /> Customer' s
<br /> receipt thereof, and to promptly return such data or information to Bank in accordance with Bank ' s instructions . In the event
<br /> of a breach by
<br /> Customer of any of its obligations regarding the use and treatment of Confidential Information , Bank shall have, in addition to any
<br /> other rights
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