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failure to obtain such injunctive relief it being acknowledged and agreed by Customer that any such breach will cause irreparable harm to Bank
<br />and that monetary damages, alone, will not provide an adequate remedy (provided, that nothing shall preclude Bank from seeking and collecting
<br />monetary damages).
<br />16. Standard of Care.
<br />(a) Bank's responsibility to Customer under this MasterAgmement, and in performing its duties and obligations with respect to
<br />any Service, is limited to the exercise of ordinary care and good faith. If Bank substantially compl ies with the terms, conditions, and provisions set
<br />forth in this Matter Agreement and in the applicable Customer Profile(s) and Service Schedule(sj Bank shall be deemed to have exercised ordinary
<br />care and good faith. Customer agrees that clerical errors and mistakes do not constitute a failure to exercise ordinary tate or to act in good faith.
<br />Bank makes no, and hereby disclaims any, representation or warranty that any Service will meet Customer's requirements or expectations or that
<br />any Service will be uninterrupted, timely, secure, or error -free. Bank further disclaims any representation or warranty that any errors in technology
<br />will be corrected. To the fullest extent permitted by law, and except as otherwise expressly provided by the terms of this Master Agreement or any
<br />applicable Customer Profile or Service Schedule (and only to the extent so provided), Customer agrees that Customer assumes and bears all risk
<br />as to unauthorized transactions, activity, and inquiries effected through the Service(s), and Customer agrees that Bank shall have no liability to
<br />Customer whatsoever for any unauthorized transaction, activity, or inquiry effected through any Service.
<br />(b) Customer agrees that Customer's use of the Services is at Customer's sole risk, and that the Services are provided on an "AS
<br />IS" and "AS AVAILABLE" basis. Customer further agrees and acknowledges that Bank may from time to time temporarily suspend or interrupt
<br />the operation of any Service, withoutnotice or liability to Customer, for maintenance or for any other operational or business needs as determined
<br />by Bank Bank expressly disclaim all warranties of any kind relating to the Services and/or to the Service Equipment, and/or to any equipment or
<br />third party services obtained by Customer, whether express or implied, including (without limitation) the implied warranties of
<br />MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, and noninfringement, and any implied warranties arising from course of
<br />dealing or course ofperformance. Customer acknowledges and agrees that no advice, statement, or information, whether oral or written, obtained
<br />by Customer from Bank or its representatives, or through or from Customer's use of any Service shall create any warranty, representation, promise,
<br />or agreement on the part ofBank not expressly stated in this Master Agreement or in any applicable Customer Profile or Service Schedule.
<br />(c) Bank shall not be responsible for any nonperformance or delay in performance of any of Bank's obligations, responsibilities,
<br />and/or covenants hereunder, whether expressed or implied, nor shall Bank be liable to Customer for any losses, costs, expenses, liabilities, claims
<br />or damages whatsoever, if at any time, or from time to time, performance thereof shall be prevented or hindered by, or be in conflict with, or such
<br />losses, costs, expenses, liabilities, claims or damages result in whole or in part from, (r) any federal or state law, regulation or rule, or the order of
<br />any court of competent jurisdiction; (H) any processing network, funds transfer system, or clearinghouse operating rule orregulation; (ii) any Act
<br />of God, war, epidemic, strike, lockout, riot, weather conditions, equipment or computer failure or malfunction, material shortage, electrical power
<br />disruption or shortage, or communication, telephone or internet failure or malfunction; (iv) stoppages of the U.S. Postal Service and/or commercial
<br />carriers, or acts, omissions, or errors of any carrier and/or agent operating between Customer and Bank and/or any other party participating in
<br />transactions or activity contemplated by this Master Agreement; (v) any incorrect, unauthorized, or fraudulent use or other fraud by any person
<br />other than Bank's employees; or (vi) without limiting the generality of the foregoing, any other cause or circarnrstance beyond Bank's reasonable
<br />control or other conditions or circumstances not wholly controlled by Bank.
<br />(d) To the fullest extent permitted by law, and except as otherwise expressly provided by the terms of this Master Agreement or
<br />any applicable Customer Profile or Service Schedule (and only to the extent so provided), Customer agrees that in no event shall Bank be liable to
<br />Customer in connection with any matter contemplated by or within the scope of this Master Agreement, or in performing or failing to perform, or
<br />in erroneously performing, any transactions or activity contemplated by or within the scope of this Master Agreement, for any incidental, special,
<br />indirect, punitive, exemplary, or consequential damages of any kind, including (without limitation) lost profits or allomeys' fees, regardless of
<br />whether Bank was advised, had reason to know, or in fact knew of the possibility thereof; or for any other damages whatsoever, regardless of the
<br />form of action, whether in contract, warranty, tort (including, without limitation, negligence), strict liability, or otherwise. Bank's liability to
<br />Customer under this Matter Agreement shall be limited to correcting errors resulting from Bank's failure to exercise ordinary care or to act in good
<br />faith.
<br />17. Service Availability Customer acknowledges and agrees that the performance and completion of Service transactions ate subject to
<br />Bank's business days and hours of operation, Bank's published policies and procedures, the hours of operation of departments within Bank
<br />performing Service transactions, applicable law, the provisions of this Master Agreement and any Customer Profile or Service Schedule, and the
<br />provisions of other Bank customer agreements governing specific transactions to be perforated pursuant to the Services, and Customer agrees that
<br />Bank shall not be liable for any delay in the processing or settlement of Service transactions resulting Brom the foregoing. Customer further
<br />acknowledges and agrees that Bank and/or its Third Party Service Provider, each in its sole and absolute discretion, reserve the right to refuse to
<br />process any Service transaction without liability to Customer. Customer acknowledges and agrees that Bank or its Third Party Service Provider
<br />may from time to time communicate directly with any party to Customer's Service transactions (including, without limitation, payees of payment
<br />transactions executed through a Service) in order to perform and deliver the Services aid to process and execute Service transactions.
<br />18. Termination.
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