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8.2 <br />Administrator(s) <br />Administrator(s) <br />Authorized Users <br />password. <br />Administrator(s) <br />Customer acknowledges that <br />will, and Customer authorizes <br />to, select other Administrators and <br />by issuing to any person an individual <br />Customer further acknowledges that <br />may, and Customer authorizes <br />Administrator(s) to, change or de -activate the individual <br />password and/or any individual password from time to time <br />and in his or her sole discretion. <br />8.3 Customer acknowledges that, in <br />addition to the above individual passwords, access to the <br />Services includes, as part of the Access Devices, a multi- <br />factor authentication security procedure at log -in for <br />Customer, including Administrator(s) and Authonzed <br />Users. This additional security procedure involves an <br />additional access code and Computer registration that is in <br />addition to User ID and individual password security <br />(hereinafter "Enhanced Log -in Security"). <br />8.4 Bank does recommend as a <br />commercially reasonable security procedure that Customer <br />implement dual control of the Services, whereby one <br />Authorized User creates, edits, cancels, deletes and restores <br />an Electronic File, and a second different Authorized User <br />reviews the Electronic File prior to it being released. <br />8.5 Customer accepts as its sole <br />responsibility the selection, use, protection and <br />maintenance of confidentiality of, and access to, the Access <br />Devices. Customer agrees to take reasonable precautions <br />to safeguard the Access Devices and keep them <br />confidential. Customer agrees not to reveal the Access <br />Devices to any unauthorized person. Customer further <br />agrees to notify Bank immediately if Customer believes <br />that the confidentiality of the Access Devices has been <br />compromised in any manner. <br />8.6 The Access Devices identify and <br />authenticate Customer (including Administrator(s) and <br />Authorized Users) to Bank when Customer accesses or uses <br />the Services. Customer authorizes Bank to rely on the <br />Access Devices to identify Customer when Customer <br />accesses or uses any of the Services, and as signature <br />authorization for any transaction, transfer or other use of <br />the Services. Customer acknowledges and agrees that <br />Bank is authonzed to act on any and all communications or <br />instructions received using the Access Devices, regardless <br />of whether the communications or instructions are <br />authorized. Bank owns the Access Devices, and Customer <br />may not transfer them to any other person or entity. If this <br />Appendix is terminated, Customer's access to the Services <br />will be immediately terminated. <br />8.7 Customer acknowledges and agrees <br />that the Access Devices and other security procedures <br />applicable to Customer's use of the Services are a <br />commercially reasonable method for the purpose of <br />verifying whether any transaction, transfer or other use of <br />the Services was initiated by Customer Customer agrees to <br />be responsible for any transmission Bank receives through <br />the Services that is processed by Bank in accordance with <br />the security procedures, even if such transmission is not <br />authonzed by Customer, including any fraudulent <br />transmission by Customer's employees or agents. Customer <br />agrees that any election Customer may make to change or <br />waive any optional security procedures recommended by <br />Bank is at Customer's nsk and that any loss resulting in <br />whole or in part from such change or waiver will be <br />Customer's responsibility. Customer further acknowledges <br />and agrees that the Access Devices are not intended, and <br />that it is commercially reasonable that the Access Devices <br />are not intended, to detect any errors relatmg to or arising <br />out of a transaction, transfer or any other use of the <br />Services. <br />8.8 If Customer has reason to believe that <br />any Access Devices have been lost, stolen or used (or may <br />be used) or that a transaction, transfer or other use of the <br />Services has been or may be made with any Access <br />Devices without Customer's permission, Customer must <br />contact its Administrator Customer also agrees to provide <br />Bank with immediate notice of any actual or suspected <br />breach in the security of or other unauthorized access to the <br />Services through use of Customer's Computer. Such notice <br />shall include a description of the incident in general terms; <br />a description of the type of information or data related <br />thereto that was the subject of unauthorized access or use; a <br />description of what Customer has done to protect the <br />information or data from further unauthorized access; and a <br />telephone number or other contact information so that Bank <br />can call for further information or inquiry. In no event will <br />Bank be liable for any unauthorized transaction(s) that <br />occurs with any Access Devices. <br />9. Limitation of Liability. In addition to but not in <br />lieu of the limitations of liability and related provisions <br />contained in the parties' Cash Management Master <br />Agreement, Bank shall have no liability for any error or <br />delay in performing the Services and shall have no liability <br />for not affecting a Check Image, if: <br />(i) Bank receives actual notice or has <br />reason to believe that Customer has filed or commenced a <br />petition or proceeding for relief under any bankruptcy or <br />similar law; <br />(ii) The ownership of funds involving a <br />Check Image or Customer's authorized representative's <br />authority to transmit a Check Image is in question, <br />(iii) Bank suspects a breach of the security <br />procedures; <br />(iv) Bank suspects that Customer's Account <br />has been used for illegal or fraudulent purposes; or <br />(v) Bank reasonably believes that a Check <br />Image is prohibited by federal law or regulation, or <br />otherwise so provided in the Appendix. <br />Further, Bank will not be liable to Customer for any <br />unauthorized actions or fraud initiated or caused by <br />Customer or its employees or agents. Bank will also be <br />excused from failing to transmit or delay in transmitting a <br />HC 4814-6754-1549 45 of 58 022016 <br />P59 <br />