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and assigns, from and against any loss, damage or other
<br />claim or liability attributable to Customer's unauthorized
<br />distribution or disclosure of any Software provided with the
<br />Services or any other breach by Customer of any Software
<br />license. Notwithstanding the foregomg, Bank shall have
<br />no right to be indemnified as otherwise limited or prohibited
<br />by applicable law, including without limitation, Section
<br />768.28 of the Florida Statutes, as applicable and as the same
<br />may be amended from time to time. The provisions of this
<br />paragraph shall survive termination of this Agreement.
<br />6.3 Any breach or threatened breach of this
<br />Section will cause immediate irreparable injury to Bank,
<br />and Customer agrees that injunctive relief, including
<br />preliminary injunctive relief and specific performance,
<br />should be awarded as appropriate to remedy such breach,
<br />without limiting Bank's right to other remedies available in
<br />the case of such a breach. Bank may apply to a court for
<br />preliminary injunctive relief, permanent injunctive relief
<br />and specific performance, but such application shall not
<br />abrogate Bank's right to proceed with an action in a court
<br />of competent jurisdiction in order to resolve the underlying
<br />dispute.
<br />7. Computer Requirements. For certain Cash
<br />Management Services, Customer will need to provide, at
<br />Customer's own expense, a computer or similar Internet -
<br />enabled device, software and Internet or other connections
<br />and equipment as needed to access the Services
<br />(collectively, the "Computer"). Customer's Internet or
<br />other web browser software must support a minimum 128 -
<br />bit SSL encryption or other security measures as Bank may
<br />specify from time to time. Customer's browser must be
<br />one that is certified and supported by Bank for optimal
<br />performance. Customer is responsible for the installation,
<br />maintenance and operation of the Computer and all related
<br />charges, including without limitation all Internet service
<br />provider, telephone and other similar charges incurred in
<br />connecting to the Services. Customer is responsible for
<br />installing and maintaining appropriate virus protection
<br />software on Customer's Computer Bank recommends that
<br />Customer routinely scan the Computer using reliable virus
<br />protection products, and to remove any viruses found using
<br />such products. Bank is not responsible for any errors or
<br />failures caused by any malfunction of the Computer. Bank
<br />is not responsible for any Computer virus or related
<br />problems that may be associated with access to or use of
<br />the Services, any Software, the Computer or other Internet
<br />access, including but not limited to any virus, Trojan horse,
<br />worm, keystroke logger, rootkit, spyware, dishonest
<br />adware, crimeware or other malicious or unwanted
<br />software or related problems that may be associated with
<br />access to or use of the Services, any Software or the
<br />Computer. Bank also is not responsible for any losses or
<br />delays in transmission of information Customer provides to
<br />Bank or otherwise arising out of or incurred in connection
<br />with the use of any Internet or other service provider
<br />providing Customer's connection to the Internet or any
<br />browser software. From time to time, Bank may require
<br />that Customer upgrade or install software to the Computer
<br />to ensure the proper operation of the Services. Customer
<br />agrees to promptly load any such upgrades or additional
<br />installations upon Bank's notice to Customer
<br />8. Bank Third Parties.
<br />8.1 Customer acknowledges that certain
<br />third parties, agents or independent service providers
<br />(hereinafter "Third Parties") may, from time to time,
<br />provide services ("Third Party Services") to Bank in
<br />connection with Bank's provision of the Services to
<br />Customer and that accordingly, Bank's ability to provide
<br />the Services hereunder may be contingent upon the
<br />continuing availability of certain services from such Third
<br />Parties. Third Party Services may involve the processing
<br />and/or transmission of Customer's data, instructions (oral
<br />or written) and funds. In addition, Customer agrees that
<br />Bank may disclose Customer's financial information to
<br />such Third Parties (i) where it is necessary to provide the
<br />Services requested; (ii) in order to comply with laws,
<br />government agency rules or orders, court orders, subpoenas
<br />or other legal process or in order to give information to any
<br />government agency or official having legal authority to
<br />request such information; or (iii) when Customer gives its
<br />written permission.
<br />8:2 Bank will be responsible for the acts
<br />and omissions of its Third Parties in the same manner as if
<br />Bank had performed that portion of the Services itself, and
<br />no claim may be brought by Customer against such Third
<br />Parties. Notwithstanding the foregoing, any claims against
<br />Bank (with respect to the acts or omissions of its Third
<br />Parties) or its Third Parties shall be subject to the
<br />limitations of liability set forth herein to the same extent as
<br />if Bank had performed that portion of the Services itself.
<br />However, Bank will not be deemed to be the agent of, or
<br />responsible for, the acts or omissions of any person (other
<br />than its Third Parties), and no such person shall be deemed
<br />Bank's agent.
<br />9. Customer
<br />Procedures.
<br />Communications; Security
<br />9.1 In providing the Services, Bank shall
<br />be entitled to rely upon the accuracy of all information and
<br />authorizations received from Customer or an Authorized
<br />Representative and, where applicable, the authenticity of
<br />any signatures purporting to be of Customer or an
<br />Authorized Representative. Customer agrees promptly to
<br />notify Bank of any changes to any information or
<br />authorizations provided to Bank in connection with the
<br />Services, and further agrees to promptly execute any new
<br />or additional documentation Bank reasonably deems
<br />necessary from time to time in order to continue to provide
<br />the Services to Customer.
<br />9.2 Customer agrees that it shall be solely
<br />responsible for ensunng its compliance with any
<br />commercially reasonable security procedures established
<br />by Bank in connection with the Services, as such may be
<br />amended from time to time, and that Bank shall have no
<br />liability for any losses sustained by Customer as a result of
<br />a breach of security procedures if Bank has complied with
<br />the security procedures.
<br />.5 of 58 0916
<br />P19
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