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(c) unless otherwise expressly authorized in writing by Bank, Customer may not copy, reproduce, retransmit, disseminate,
<br />display, publish, sell, broadcast, circulate, distribute, transfer, assign, commercially exploit, or create derivative works of any
<br />Service Materials;
<br />(d) Customer shall not create or recreate the source code for any Service Materials, or re-engineer, reverse engineer, reverse
<br />compile, decompile or disassemble any Service Materials;
<br />(e) Customer shall not refer to or use any Service Materials () to modify, adapt, translate or create derivative works based upon
<br />any Service or User Guide, or combine or merge any part of any Service or User Guide with or into any other software or
<br />documentation; or (ii) as part of any effort to develop a program having any functional attributes, visual expressions or other
<br />features similar to those of any Service or to compete withSank or its Third Party Service Providers;
<br />(t) upon the termination of a Service for any reason, or at any time upon request by Bank, Customer shall return to Bank in good
<br />condition any and all Service Materials; and
<br />(g) Customer shall pay Bank's costs, fees, and expenses for the replacement or teissuance of any lost or damaged Service
<br />Materials.
<br />To the extent that Customer engages any third party contractor or service provider to facilitate Customer's use of any Services, Customer agrees
<br />that such party acts as Customer's agent in connection with this Master Agreement and agrees to ensure that such party observes, complies with,
<br />and does not breach any duty, term, condition, obligation, or responsibility on the part of Customer to be performed, observed or complied with
<br />pursuant to this Master Agreement. Customer fiuilier agrees that Bank shall not be responsible for, and shall have no duty to remedy or correct,
<br />any acts, omissions, breaches, defaults, or nonperformance on the part of any such•third party with respect any services, products, equipmi:nt, or
<br />goods provided by such third party to Customer.
<br />Security Procedures for Service Activity.
<br />(a) As to any Security Procedures agreed to by and between Customer and Bank with respect to any Service, Customerrepresents
<br />that Customer has carefully considered the circumstances of Customer's use of the Service and the transactions and activity that Customer will
<br />effeetthrough theService,and Customer acknowledges and agrees that the Security Procedures, including (without limitation) any SecurityDevices
<br />used in connection therewith, constitute commercially reasonable security procedures under applicable law for the transactions and activity
<br />Customer intends to effect through the Service. Customer authorizes Bank to follow any and all instructions entered and transactions initiated using
<br />applicable Security Procedures unless and until Customer has notified.Bank, according to notification procedures prescribed by Bank, that the
<br />Security Procedures or any Security Device has been stolen, compromised, or otherwise become known to persons other than Authorized User;
<br />and until Bank has had a reasonable opportunity to act upon such notice. Customer agrees that the initiation of a transaction using applicable
<br />Security Procedures constitutes sufficient authorization for Bank to execute such transaction notwithstanding any particular signature requirements
<br />identified on any signature card or other documents relating to Customer's Account, and Customer agrees and intends that the submission of
<br />transaction orders and inshuctions using the Security Procedures shall be considered the same as Customer's written signature in authorizing Bank
<br />to execute such transaction. Customer acimowledges and agrees that Customer shall be bound by any and all transactions and activity effected
<br />through the Service through the use of such Security Procedures, whether authorized or unauthorized, and by any and all transactions and activity
<br />otherwise initiated by Authorized Users, to the fullest extent allowed by law. Customer further acknowledges and agrees that the Security
<br />Procedures are not designed to detect error in the transmission or content of communications or instructions made through the Service and that
<br />Customer bears responsibility for detecting and preventing such error.
<br />(b) Customer agrees to keep all Security Procedures and Security Devices protected, secure, and strictly confidential and to
<br />provide or make available the same only to Authorized Users. Customer agrees to instruct each Authorized User not to disclose or provide any
<br />Security Procedures or Security Devices to any unauthorized person. Upon the request of Bank, or as provided in any applicable Article of Part 2
<br />of this Master Agreement or any applicable Customer Profile or Service Schedule, Customer shall designate a security administrator to whom Bank
<br />may distribute Security Devices and with whom Bank nary otherwise communicate regarding Security Procedures. Customer's system
<br />administrator shall have responsibility to distribute Security Devices to Customer's Authorized Users and to ensure the proper implementation and
<br />use of the Security Procedures by Customer's Authorized Users. Where Customer has the ability to change or modify a Security Device from time
<br />to time (e.g., a password or PIN), Customer agrees to change Security Devices frequently in order to ensure the security of the Security Device.
<br />Customer agrees to notify Bank immediately, according to notification procedures prescribed by Bank, if Customer believes that any Security
<br />Procedures or Security Device has been stolen, compromised, or otherwise become known to persons other than Authorized Users or if Customer
<br />believes that any Service transaction or activity is unauthorized or in error. In the event of any actual or threatened breach of security, Bank may
<br />issue Customer a new'Security Device or establish new Security Procedures as soon as reasonably practicable, but Bank shall not be liable to
<br />Customer or any third party for any delay in taking such actions.
<br />(c) Customer agrees that Bank may rely upon any written signature if in good faith believed by Bank to be the genuine signature
<br />of an Authorized User. Each Authorized User is -authorized to conduct any transaction within the scope of this Master Agreement and, unless
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