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customers of Bank, as well as on Customer's own behalf <br />(hereinafter, when acting in such capacity, referred to as <br />"Customer As Service Provider"). Customer shall execute <br />any such other agreement(s) or documents as deemed <br />necessary or appropriate by Bank prior to the initiation or <br />continuation by Customer of any Services in such capacity <br />Customer agrees that Bank retains the nght to reject any <br />request by Customer to engage in Customer As Service <br />Provider activities as well as any transactions initiated by <br />Customer in such capacity, m Bank's sole discretion. In the <br />event Bank approves Customer's use of the Services in the <br />capacity of Customer As Service Provider, then the <br />following shall also apply- <br />(a) <br />pply <br />(a) Customer represents and warrants to Bank <br />that each Customer client has given Customer authority to <br />access and conduct transactions with respect to its <br />Accounts through use of any of the Services to the same <br />extent as if Customer owned them, including m the <br />capacity of a "third party service provider;" <br />(b) each reference to "Customer" in the <br />Agreement will be deemed to be a collective reference to <br />Customer and each Customer client whose Accounts are <br />included in Bank's implementation of Customer's set-up <br />for the Services; <br />(c) all of the provisions set forth in the <br />Agreement will apply to Customer client's Account(s) as if <br />Customer owned them; <br />(d) each person who is authorized to act on <br />Customer's behalf with respect to a Service is also <br />authorized to act on Customer's behalf to the same extent <br />with respect to the Accounts of each Customer client whose <br />Accounts are included in Bank's implementation of <br />Customer's set-up for that Service; and <br />(e) Customer shall be liable for all monetary, <br />confidentiality and other obligations to Bank under this <br />Agreement as they relate to Customer's use of the Services <br />for itself as well as each such Customer client. Bank may <br />require written confirmation from each Customer client that <br />it has authorized Customer to include its Accounts in <br />Bank's implementation of Customer's set-up for the <br />Services, and Customer agrees to notify Bank immediately <br />if that authority is revoked or changed. <br />33.2 Customer Engaging a Third -Party <br />Service Provider. Subject to Bank's pnor approval and in <br />its sole and exclusive discretion, Customer may appoint a <br />third -party service provider to act as Customer's agent to <br />use one or more of the Services (hereinafter such third - <br />party to be referred to as "Customer's Third -Party Service <br />Provider"). In such event, all transactions received by <br />Bank from Customer's Third -Party Service Provider are <br />hereby authorized by Customer. All acts and omissions of <br />Customer's Third -Party Service Provider shall be the acts, <br />omissions and responsibility of Customer and shall be <br />governed by the provisions of this Agreement. Customer <br />agrees, jomtly and severally with Customer's Third -Party <br />Service Provider, to indemnify and hold Bank harmless <br />from any and all liabilities, losses, damages, costs and <br />expenses of any kind (including, without limitation, the <br />reasonable fees and disbursements of counsel in connection <br />with any investigative, administrative or judicial <br />proceedings, whether or not Bank shall be designated a <br />party thereto) which may be incurred by Bank relating to or <br />ansing out of the acts or omissions of Customer's Third - <br />Party Service Provider on behalf of Customer. Customer <br />and Customer's Third -Party Service Provider shall execute <br />any such other agreement(s) or documents as deemed <br />necessary or appropriate by Bank prior to the initiation or <br />any continuation by Customer's Third -Party Service <br />Provider of any Services on Customer's behalf. Notice of <br />any termination of Customer's Third -Party Service <br />Provider's authonty to use one or more of the Services on <br />Customer's behalf shall be given to Bank in writing. The <br />effective date of such termination shall be ten (10) Business <br />Days after Bank receives written notice of such <br />termination. Customer agrees that Bank retains the right to <br />reject any transactions initiated by Customer's Third -Party <br />Service Provider in its sole discretion. <br />34. Section Headings. The section headings used in <br />this Agreement are only meant to organize this Agreement, <br />and do not in any way limit or define Customer's or Bank's <br />rights or obligations. <br />35. Confidentiality. In further consideration of the terms <br />of this Agreement, Customer expressly covenants and agrees <br />that, effective as of its execution of this Agreement, <br />Customer will not disclose, nor authorize its agents or <br />attorneys to disclose, directly or indirectly, orally or in <br />writing, spontaneously or in response to inquiries from any <br />entity or person, the terms of this Agreement, and any other <br />document or agreement to which reference is made herein, <br />except pursuant to any order, summons or other legal process <br />issued by any state or federal court, or any state, federal, <br />municipal or other governmental agency, or as reasonably <br />necessary to tax advisors, attorneys, accountants, and other <br />professionals, or as necessary to fulfill any contractual <br />undertakings hereunder. Customer expressly recognizes that <br />any unauthorized disclosure of information specified herein, <br />or any threatened disclosure, would cause irreparable injury <br />to Bank which may not be adequately compensated by <br />damages. Accordingly, in the event of a breach or threatened <br />breach of the provisions of Section 35 of this Agreement by <br />Customer, Bank shall be entitled to an injunction restraining <br />and prohibiting Customer from doing so or continuing to do <br />so. Nothing herein shall be construed as prohibiting Bank <br />from pursuing any other remedies available for such breach <br />or threatened breach, mcluding the recovery of damages. <br />The restrictions set forth m this Section 35 shall not apply to <br />information which (i) was, is or becomes public knowledge <br />not in violation of this Section 35; (ii) is acquired by <br />Customers from a third party lawfully possessing such <br />information, (iii) is disclosed in testimony, pleadings or <br />papers filed by Bank in any judicial proceeding; or (iv) is <br />disclosed pursuant to state law. Customer understands and <br />agrees that this Section 35 is a material provision of this <br />Agreement, that Bank would not have entered into this <br />Agreement without such confidentiality obligations, and that <br />any breach of this Section 35 shall be a material breach of <br />this Agreement. <br />11 of 58 0916 <br />P25 <br />