|
A TRUE COPY
<br /> OERTIFMAT!OFI ON LAST PAGE
<br /> J.R. SMITH, CLERK
<br /> WARRANTIES, EITHER EXPRESSED OR HVIPLIED, survive termination of this Agreement.
<br /> WITH RESPECT TO THE SERVICES, INCLUDING
<br /> WITHOUT LIMITATION ANY IMPLIED 17. RESERVED.
<br /> WARRANTIES OF MERCHANTABILITY, FITNESS
<br /> FOR A PARTICULAR PURPOSE, TITLE, OR NON- 18. Force Majeure. Neither party shall bear
<br /> INFRINGEMENT OF INTELLECTUAL PROPERTY responsibility for non-performance of this Agreement to the
<br /> the
<br /> RIGHTS, OR THAT THE SERVICES WELL BE extent that such non-performance is caused by an event
<br /> UNINTERRUPTED OR ERROR FREE, WITHOUT beyond that party's control, including, but not necessarily
<br /> REACHES OF SECURITY OR WITHOUT DELAYS. limited to,fire,casualty,breakdown in equipment or failure
<br /> BRIN EACHES
<br /> STATES THAT DO NOT ALLOW THE of telecommunications or data processing services,lockout,
<br /> EXCLUSION OR LIMITATION OF LIABILITY, THE strike, unavoidable accident, act God, riot, warthe
<br /> LIABILITY OF BANK AND ITS SERVICE PROVIDERS enactment, issuance or operation any adverse erse
<br /> AND AGENTS IS LIMITED TO THE FULLEST governmental law,ruling,regulation,orderer or decree,or an
<br /> POSSIBLE EXTENT PERMITTED BY LAW. emergency that prevents Bank or Customer from operating
<br /> normally.
<br /> 15.7 The provisions of this Section 15 shall
<br /> survive termination of this Agreement. 19. Documentation. The parties acknowledge and
<br /> agree that all documents evidencing, relating to or arising
<br /> 16. Indemnification. from the parties' relationship may be scanned or otherwise
<br /> imaged and electronically stored and the originals
<br /> 16.1 Customer shall indemnify and hold Bank (including manually signed originals) destroyed The
<br /> harmless from any and all liabilities,losses,damages,costs, parties agree to treat such imaged documents as original
<br /> and expenses of any kind (including, without limitation, documents and further agree that such reproductions and
<br /> the reasonable fees and disbursements of counsel in copies may be used and introduced as evidence at any legal
<br /> connection with any investigative,administrative or judicial proceedings including, without limitation, trials and
<br /> proceedings, whether or not Bank shall be designated a arbitrations,relating to or arising under this Agreement.
<br /> party thereto)which may be incurred by Bank due to any
<br /> claim or action by any person, entity or other third-party Entire Agreement. Bank and Customer
<br /> acknowledge and agree that the Contract and any
<br /> against Bank to the extent such claim or action relates to or ac
<br /> arises out of: amendments hereto, all other documents incorporated by
<br /> reference therein, constitute the complete and exclusive
<br /> (i) any claim of any person that statement of the agreement between them with respect to
<br /> (a)Bank is responsible for any act or omission of Customer the Services, and supersede any prior oral or written
<br /> or (b) a Customer payment order contravenes or understandings, representations, and agreements between
<br /> compromises the rights,title or interest of any third party, the parties relating to the Services.
<br /> or contravenes any law, rule, regulation, ordinance, court
<br /> order or other mandate or prohibition with the force or Fees as further defined Amendments. Except for the Service
<br /> in Section 4.2 of
<br /> effect of law;
<br /> Fen d
<br /> this Agreement) a of included
<br /> g ) and scope
<br /> (ii) any failure by Customer to Services applicable to the Term of the
<br /> observe and perform properly all of its obligations Contract. Bank may, at any time, amend this
<br /> hereunder or any wrongful act of Customer or any of its Agreement,the Services or Appendices in its sole discretion
<br /> Affiliates; and from time to time. Except as expressly provided
<br /> otherwise in this Agreement, any such changes generally
<br /> (iii) any breach by Customer of will be effective as provided in the notice to Customer as
<br /> any of its warranties,representations or agreements; described below. Customer will be deemed to accept any
<br /> such changes if Customer accesses or uses any of the
<br /> (iv) any action taken by Bank in Services after the date on which the change becomes
<br /> reasonable reliance upon information provided to Bank by effective. Customer will remain obligated under this
<br /> Customer or any Affiliate or subsidiary of Customer;and Agreement and any Appendices, including without
<br /> limitation, being obligated to pay all amounts owing
<br /> (v) any legal action that Bank thereunder, even if Bank amends this Agreement or any
<br /> responds to or initiates, including any interpleader action Appendices. Notwithstanding anything to the contrary in
<br /> Bank commences, involving Customer or Customer's this Agreement, in any Appendix or the Contract, if Bank
<br /> Account(s), including without limitation, any state or believes immediate action is necessary for the security of
<br /> federal legal process, writ of attachment, execution, Bank or Customer funds, Bank may immediately initiate
<br /> garnishment,tax levy or subpoena. changes to any security procedures and provide prompt
<br /> subsequent notice thereof to Customer. As set forth in
<br /> This provision shall be only to the Section 14.2, Customer may terminate this Agreement or
<br /> extent allowed by and within the limits of liability provided any Appendix upon its receipt of any notice of change that
<br /> by section 768.28,Florida Statutes,and shall not otherwise is not acceptable to Customer.
<br /> be deemed a waiver of Customers sovereign immunity.
<br /> 22. Severability. If any provision of this Agreement
<br /> shall be determined by a court of competent jurisdiction to
<br /> 16.2 The provision of this Section 16 shall be unenforceable as written, that provision shall be
<br /> 9 of 58 0916
<br />
|