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interpreted so as to achieve, to the extent permitted by <br />applicable law, the purposes intended by the onginal <br />provision, and the remaining provisions of this Agreement <br />shall continue intact. In the event that any statute, <br />regulation or government policy to which Bank is subject <br />and that governs or affects the transactions contemplated by <br />this Agreement, would invalidate or modify any portion of <br />this Agreement, then this Agreement or any part thereof <br />shall be deemed amended to the extent necessary to comply <br />with such statute, regulation or policy, and Bank shall incur <br />no liability to Customer as a result of Bank's compliance <br />with such statute, regulation or policy <br />23. Assignment and Delegation. Bank may assign <br />any of its nghts or delegate any of its responsibilities m <br />whole or in part without notice to or consent from <br />Customer. Customer may not assign, delegate or otherwise <br />transfer its rights or responsibilities under this Agreement <br />without Bank's prior written consent, which consent Bank <br />may grant or withhold in its sole discretion. <br />24. Successors. This Agreement shall be binding <br />upon and inure to the benefit of the parties and their <br />successors and permitted assigns. <br />25. Non -Waiver. No deviation from any of the <br />terns and conditions set forth or incorporated in this <br />Agreement shall constitute a waiver of any right or duty of <br />either party, and the failure of either party to exercise any <br />of its rights hereunder on any occasion shall not be deemed <br />to be a waiver of such rights on any future occasion. <br />26. Governing Law. Any claim, controversy or <br />dispute arising under or related to this Agreement shall be <br />governed by and interpreted in accordance with federal law <br />and, to the extent not preempted or inconsistent therewith, <br />by the laws of the State of New Jersey. <br />27. Notices. <br />27.1 Except as otherwise expressly provided <br />in this Agreement, all notices that are required or permitted <br />to be given by Customer (including all documents <br />incorporated herein by reference) shall be sent by first class <br />mail, postage prepaid, and addressed to Bank at the address <br />provided to Customer in writing for that purpose. All such <br />notices shall be effective upon receipt. <br />27.2 Customer authorizes Bank to, and <br />Customer agrees that Bank may, send any notice or <br />communication that Bank is required or permitted to give <br />to Customer under this Agreement, including but not <br />limited to notice of any change to the Services, this <br />Agreement or any Appendix, to Customer's business <br />mailing address or Customer's business e-mail address as it <br />appears on Bank's records, or electronically by posting the <br />notice on Bank's website, on an Account statement or via <br />facsimile, and that any such notice or communication will <br />be effective and deemed delivered when provided to <br />Customer in such a manner Customer agrees to notify <br />Bank promptly about any change in Customer's business <br />mailing or Customer's business e-mail address and <br />acknowledges and agrees that no such change will be <br />effective until Bank has had a reasonable opportunity to act <br />upon such notice. Customer agrees that Bank may consider <br />any such notice or communication as being given to all <br />Account owners when such notice or communication is <br />given to any one Account owner. <br />28. Jury Trial Waiver. BANK AND CUSTOMER <br />EACH AGREE THAT NEITHER BANK NOR <br />CUSTOMER SHALL (I) SEEK A JURY TRIAL IN ANY <br />LAWSUIT, PROCEEDING, COUNTERCLAIM, OR <br />ANY OTHER ACTION BASED UPON, OR ARISING <br />OUT OF, THIS AGREEMENT OR ANY ACCOUNT OR <br />THE DEALINGS OF THE RELATIONSHIP BETWEEN <br />BANK AND CUSTOMER, OR (II) SEEK TO <br />CONSOLIDATE ANY SUCH ACTION WITH <br />ANOTHER IN WHICH A JURY TRIAL CANNOT BE <br />OR HAS NOT BEEN WAIVED. THE PROVISIONS OF <br />THIS SECTION SHALL BE SUBJECT TO NO <br />EXCEPTIONS NEITHER BANK NOR CUSTOMER <br />HAS AGREED WITH OR REPRESENTED TO THE <br />OTHER THAT THE PROVISIONS OF THIS SECTION <br />WILL NOT BE FULLY ENFORCED IN ALL <br />INSTANCES. BANK AND CUSTOMER EACH <br />ACKNOWLEDGE THAT THIS WAIVER HAS BEEN <br />KNOWINGLY AND VOLUNTARILY MADE. The <br />provisions of this Section 28 shall survive termination of <br />this Agreement. <br />29. Beneficiaries. This Agreement is for the benefit <br />only of the undersigned parties hereto and is not intended to <br />and shall not be construed as granting any rights to or <br />otherwise benefiting any other person. <br />30. Recording of Communications. Customer and <br />Bank agree that all telephone conversations or data <br />transmissions between them or their agents made in <br />connection with this Agreement and related to the Services <br />may be recorded and retained by either party by use of any <br />reasonable means, except as otherwise expressly prohibited <br />or limited by applicable law <br />31. Facsimile Signature. The parties acknowledge <br />and agree that this Agreement and any Appendix or <br />Amended Appendices may be executed and delivered by <br />facsimile, and that a facsimile signature shall be treated as <br />and have the same force and effect as an onginal signature. <br />Notwithstanding the foregoing, Bank may, in its sole and <br />exclusive discretion, also require Customer to deliver this <br />Agreement and any Appendix or Amended Appendices <br />with an original signature for its records. <br />32. Relationship. Custonier and Bank are not, and <br />Customer and Bank's licensors are not, partners, joint <br />venturers or agents of each other as a result of this <br />Agreement. <br />33. Third -Party Service Provider Activities. <br />33.1 Customer As a Third -Party Service <br />Provider. Subject to Bank's prior approval and in its sole <br />and exclusive discretion, Customer may be permitted to use <br />one or more of the Services provided hereunder on behalf <br />of and in conjunction with Accounts that belong to <br />Customer's clients, who may or may not otherwise be <br />10 of 58 0916 <br />P24 <br />