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for the purpose of authenticating Customer or its Authorized Users in connection with Customer's use of the Services, and/or for the
<br />purpose of authorizing transactions and other activity through the use of the Services, which process or procedure may or may not
<br />involve the use of a Seem* Device, as set forth in this Master Agreement, any appl icable Customer Profile, Service Schedul e, or User
<br />Guide.
<br />"Service" means any feature, functionality, product, and/or service provided, managed, or administered by or through Bank's Treasury
<br />Management Services departrnent, as evidenced by and/or described in this Master Agreement, any Service Schedule, User Guide, or
<br />Customer Profile. As used in any Article of Part 2 of this Master Agreement, unless the context indicates otherwise, "Service" means
<br />the particular service at issue in that Article.
<br />Service Materials" means, without limitation, any and all equipment, hardware, software, computer programs (together with the object
<br />and source codes therefore, and any updates, upgrades, fixes, and enhancements thereto), operational manuals, documentation, User
<br />Guides, instructions, records, files, systems, marks, visual expressions, screen formats, report formats, designs, inventions, processes,
<br />improvements and enhancements to inventions and processes, ideas, methods, algorithms, concepts, formulae, Security Devices,
<br />technological and procedural information, data, any of the foregoing specially customized, created or developed for Customer's use of
<br />the Services, and/or any other thing of a proprietary nature which is developed, created, or provided by Bank or its contractors, as
<br />applicable, for use in connection with any Service, together with all adaptations or derivative works (as such term is used in the U.S.
<br />copyright laws) based upon any of the foregoing and all copies of the foregoing.
<br />"Service Schedule" means and refers to any document, form or agreement required or approved by Bank which provides specifications
<br />relating to the provision of a Service, or provides other information or confirmation relating to Customer's use of any Services, as may
<br />be amended, revised or updated from time to time. A Service Schedule may also describe any particular Service and set forth particular
<br />terms and conditions prescribed by Bank regarding the provision and use of such Service, as amended from time to time.
<br />"Third Party Service Provider" means any third party engaged or contracted by Bank to provide or assist in the provision of certain
<br />Services or any features, functions, or elements thereof or products relating thereto.
<br />"User Guide" means any instructional materials or information relating to the use of any Service and provided by Bank or its Third
<br />Party Service Provider(s) in connection with such Service, as amended from time to time.
<br />Other terms may be defined elsewhere in this Master Agreement.
<br />2. Service Enrollment. In order to enroll for and use a Service, Customer must complete, execute and/or accept the applicable Customer
<br />Profile(s) and Service Schedule(s) required by Bank therefore. Be* in its discretion, may not permit Customer to use the Service until Bank has
<br />determinedthat Customer has accepted or executedthe applicable documentation and otherwise provided appropriate information and specifications
<br />for the use of the Service, and until Bank has had a reasonable opportunity to activate the Service. In any event, Customer agrees that the use by
<br />Customer or any Authorized User of any Service shall, without any further action or execution or acceptance of any documentation on the part of
<br />Customer, constitute Customer's acceptance of and agreement to Bank's terms and conditions for the use of such Service as may be in effect as of
<br />the time of such usage, whether set forth in this Master Agreement, any applicable Service Schedule or Customer Profile, or otherwise prescribed
<br />by Bank. The terms of any Customer Profile and/orService Schedule, as well as the tents of any User Guide applicable to a Service, supplement
<br />the terms of this Master Agreement and constitute part of the agreement between Customer and Bank for the use and provision of the applicable
<br />Service(s), and Customer agrees to observe and comply with all of such terms in the use of any applicable Service. In the event of a conflict
<br />between the terms of this Master Agreement and those of any Customer Profile, Service Schedule, or User Guide, the terms ofthe CustomerProfile,
<br />Service Schedule, or User Guide, as applicable, shall govern and control with respect to the Service at issue.
<br />3. Equipment Rernrirements. Except as otherwise expressly provided in any applicable Article of Part 2 of this Master Agreement or any
<br />Service Schedule, Customer, at Customdes expense, is responsible for obtaining and for properly installing, maintaining, and securing all telephone
<br />equipment and services, internet connection services, computer hardware and software (and any and all necessary upgrades thereto), and any other
<br />equipment necessary for Customer to access and use the Services. Customer agrees that Customer's equipment and third party services shall at all
<br />times meet or exceed the minimum specifications prescribed by Bank from time to time for use of the Services. Bank makes no warranty, either
<br />express or implied, to Customer regarding Customer's computer systems or related equipment or software, or that of any of Customer's third party
<br />providers or contractors, including but not limited to, any warranty ofMERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE.
<br />To the extent that Bank provides any Service Materials to Customer. Customer agrees that:
<br />(a) the Service Materials shall be installed, tested, placed into production, and used in accordance with the instructions provided
<br />by Bank, as modified or amended from time to time;
<br />(b) all right, title and interest in and to any and all Service Materials shall be and remain the property of Bank or the third party
<br />provider of such Service Materials, as applicable;
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