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and remedies available at law or in equity, the right to obtain interim, interlocutory and permanent injunctive relief without the
<br /> necessity of
<br /> proving either actual damage or that any irreparable harm would or might result from a failure to obtain such injunctive
<br /> relief, it being
<br /> acknowledged and agreed by Customer that any such breach will cause irreparable harm to Bank and that monetary damages , alone , will
<br /> not
<br /> provide an adequate remedy (provided , that nothing shall preclude Bank from seeking and collecting monetary damages ) .
<br /> 16 . Standard of Care .
<br /> (a) Bank ' s responsibility to Customer under this Master Agreement, and in performing its duties and obligations with respect
<br /> to any Service, is limited to the exercise of ordinary care and good faith . If Bank substantially complies with the
<br />terms , conditions , and
<br /> provisions set forth in this Master Agreement and in the applicable Customer Profile(s) and Service Schedule(s), Bank shall be deemed
<br /> to have
<br /> exercised ordinary care and good faith . Customer agrees that clerical errors and mistakes do not constitute a failure to exercise ordinary care
<br /> or to
<br /> act in good faith . Bank makes no, and hereby disclaims any, representation or warranty that any Service will meet Customer' s requirements
<br /> or
<br /> expectations or that any Service will be uninterrupted , timely, secure, or error-free. Bank further disclaims any representation or
<br />warranty that
<br /> any errors in technology will be corrected . To the fullest extent permitted by law, and except as otherwise expressly provided by the terms
<br />of this
<br /> Master Agreement or any applicable Customer Profile or Service Schedule (and only to the extent so provided) , Customer agrees that Customer
<br /> assumes and bears all risk as to unauthorized transactions , activity, and inquiries effected through the Service(s), and Customer agrees
<br /> that Bank
<br /> shall have no liability to Customer whatsoever for any unauthorized transaction , activity, or inquiry effected through any Service .
<br /> (b) Customer agrees that Customer ' s use of the Services is at Customer' s sole risk, and that the Services are provided on
<br /> an
<br /> "AS IS " and "AS AVAILABLE" basis . Customer further agrees and acknowledges that Bank may from time to time temporarily suspend
<br /> or
<br /> interrupt the operation of any Service, without notice or liability to Customer, for maintenance or for any other operational or business
<br /> needs as
<br /> determined by Bank . Bank expressly disclaims all warranties of any kind relating to the Services and/or to the Service Equipment, and/or
<br /> to any
<br /> equipment or third party services obtained by Customer, whether express or implied, including (without limitation) the implied warranties
<br /> of
<br /> MERCHANTABILITY , FITNESS FOR A PARTICULAR PURPOSE, and noninfringement, and any implied warranties arising from course of
<br /> dealing or course of performance. Customer acknowledges and agrees that no advice, statement, or information , whether oral or written , obtained
<br /> by Customer from Bank or its representatives, or through or from Customer' s use of any Service shall create any warranty, representation
<br />,
<br /> promise, or agreement on the part of Bank not expressly stated in this Master Agreement or in any applicable Customer Profile
<br /> or Service
<br /> Schedule .
<br /> (c) Bank shall not be responsible for any nonperformance or delay in performance of any of Bank' s
<br /> obligations ,
<br /> responsibilities , and/or covenants hereunder, whether expressed or implied, nor shall Bank be liable to Customer for any losses , costs ,
<br /> expenses ,
<br /> liabilities, claims or damages whatsoever, if at any time, or from time to time , performance thereof shall be prevented or hindered
<br /> by, or be in
<br /> conflict with, or such losses , costs , expenses , liabilities , claims or damages result in whole or in part from, (i ) any federal or
<br />state law, regulation
<br /> or rule, or the order of any court of competent jurisdiction ; (ii) any processing network, funds transfer system, or clearinghouse operating rule
<br /> or
<br /> regulation ; (iii ) any Act of God , war, epidemic , strike, lockout, riot, weather conditions, equipment or computer failure or malfunction
<br />, material
<br /> shortage, electrical power disruption or shortage, or communication, telephone or intemet failure or malfunction ; (iv) stoppages of the U . S . Postal
<br /> Service and/or commercial carriers , or acts, omissions, or errors of any carrier and/or agent operating between Customer and Bank and/or
<br /> any
<br /> other party participating in transactions or activity contemplated by this Master Agreement; (v) any incorrect, unauthorized , or fraudulent
<br /> use or
<br /> other fraud by any person other than Bank ' s employees ; or (vi ) without limiting the generality of the foregoing, any other cause or
<br /> circumstance
<br /> beyond Bank' s reasonable control or other conditions or circumstances not wholly controlled by Bank .
<br /> (d ) To the fullest extent permitted by law, and except as otherwise expressly provided by the terms of this Master Agreement
<br /> or any applicable Customer Profile or Service Schedule (and only to the extent so provided), Customer agrees that in no event
<br /> shall Bank be
<br /> liable to Customer in connection with any matter contemplated by or within the scope of this Master Agreement, or in performing
<br />or failing to
<br /> perform, or in erroneously performing, any transactions or activity contemplated by or within the scope of this Master Agreement,
<br /> for any
<br /> incidental , special , indirect, punitive, exemplary, or consequential damages of any kind, including (without limitation) lost profits or
<br /> attorneys '
<br /> fees , regardless of whether Bank was advised , had reason to know, or in fact knew of the possibility thereof,
<br />or for any other damages
<br /> whatsoever, regardless of the form of action , whether in contract, warranty, tort (including, without limitation , negligence), strict
<br /> liability, or
<br /> otherwise . Bank ' s liability to Customer under this Master Agreement shall be limited to correcting errors resulting from Bank
<br />' s failure to
<br /> exercise ordinary care or to act in good faith .
<br /> 17 . Termination .
<br /> (a) Customer may terminate Customer' s enrollment in and use of any Service at any time upon written notice to Bank ,
<br /> as
<br /> provided in this Master Agreement or in the applicable Service Schedule . Customer agrees that Bank shall have a reasonable opportunity
<br /> to act
<br /> upon any termination notice submitted by Customer. Upon Customer' s termination of any Service, Bank reserves the right to complete or cancel ,
<br /> in Bank ' s sole and absolute discretion , any pending Service transactions, activity, or inquiries .
<br /> (b) Bank may terminate Customer' s enrollment in and use of any Service at any time upon at least thirty (30) days '
<br /> prior
<br /> written notice to Customer; provided , that Bank may terminate or suspend Customer' s use of any Service (including, without limitation
<br />, any
<br /> pending transactions , activity, or inquiries) immediately and without prior notice to Customer in the event that:
<br /> (i ) Customer shall breach or default in the due observance or performance of any obligation, covenant, condition
<br /> or
<br /> agreement on the part of Customer to be observed or performed pursuant to the terms of this Master Agreement or with
<br /> respect to any Service ;
<br /> Customer shall breach or default in the due observance or performance of any obligation , covenant, condition
<br /> or
<br /> agreement on the part of Customer to be observed or performed pursuant to the terms of any other agreement or contract
<br /> by and between Customer and Bank;
<br />
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