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change in terms is sufficient notice. Any changes made by Bank shall be effective as of the time Bank determines, as provided in Bank's notice,
<br />Customer agrees that Bank may from time to time in its discretion add to, modify, and/or delete administrative and operational features and elements
<br />applicable to the use of the Services (including, without limitation, User Guides) and/or make any changes that are in Customer's favor without
<br />notice to Customer. If Customer does not agree to any change or amendment, Customer must discontinue its use of the Services. By using any
<br />Service after any such change or amendmaat, Customer agrees to that change or amendment
<br />(b) Customer may in no way alter, modify, amend, or supplement this Master Agreement, or any Customer Profile, Service
<br />Schedule, or other document or agreement constituting a part of this Master Agreement, without Bank's express written agreement and consent in
<br />each instance. Customer acknowledges and agrees that no practice or course of dealing between Customer and Bank, nor any oral representations
<br />or communications by Customer and/or any of Bank's agents, employees or representatives, which vary the terms and conditions of this Master
<br />Agreement, or any applicable Customer Profile or Service Schedule, shall constitute a modification or amendment of the terms and conditions
<br />thereot Notwithstanding the foregoing, Customer may from time to time request Bank to change, add, or delete certain specifications, terms, set-
<br />up instructions, or features of Services used by Customer by telephoning Bank, by electronic communication, or by other means of communication.
<br />Bank may make such changes, additions, or deletions in Bank's sole and absolute discretion without further action on the part of Customer and
<br />without execution of any additional documentation by and/or between Customer and Bank, and Customer agrees that Customer shall be bound by
<br />any such changes, additions, or deletions made by Bank in reliance upon the instructions given by any Authorized User or any other person
<br />reasonably believed by Bank to be an authorized represertative of Customer.
<br />23. Remedies: Waiver The rights, remedies, and recourse afforded to Bank with respect to the enforcement of this Master Agreement,
<br />whether arising in law or in equity, are qumulative and concurrent and may be exercised by Bank in such order and in such matmer as Bank may
<br />determine in Bank's sole and absolute discretion. No delay or omission by Bank in exercising any right or remedy under this Master Agreement or
<br />applicable law shall impair such right or remedy or be construed as a waiver of any such right or remedy. Any single or partial exercise of a right
<br />or remedy shall not preclude further exercise of that right or remedy or the exercise of any other right or remedy. No waiver shall be valid unless
<br />in writing and signed by Back. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.
<br />Where this Master Agreement or applicable law permits Bank to take action, or not to take action, in Bank's discretion on any matter, any action
<br />or inaction on Bank's part with respect to such matter shall not obligate Bank to repeat such action or inaction with respect to similar matters that
<br />may subsequently arise. Except as otherwise required by the express teams and provisions of this Master Agreement, or any applicable Customer
<br />Profile or Service Schedule, no notice to or demand on Customer in any case shall entitle Customer to any other or further notice or demand in
<br />similar or other circumstances.
<br />24. Assignment_ Successors and Assigat. Customer may not assign or transfer this Master Agreement, or any of Customees rights
<br />hereunder, in whole or in part, whether voluntarily, involuntarily or by operation of law or otherwise, including (without limitation) by merger,
<br />consolidation, dissolution, sale of a controlling interest or otherwise, without Bank's prior written acknowledgement and consent, which may be
<br />granted or withheld in Bank's absolute discretion. Any such assignment without Bank's prior written acknowledgement and consent shall be void
<br />and of no force or effect; provided that Bank shall have the right, at its option and discretion, to enforce any of Customer's liabilities, duties, and
<br />obligations hereunder against any purported assignee of Customer. Bank may assign this Master Agreement and/or any or all of Bank's rights
<br />hereunder, or delegate any or all of Bank's responsibilities or duties hereunder, to any third party or parties in Bank's discretion and without notice
<br />to Customer. Subject to the foregoing, this Master Agreement shall be binding on the parties hereto and their respective successors and assigns.
<br />25. ARBITRATION AND WAIVER OF JURY TRIAL. Except as otherwise expressly provided in this section, and subject to the
<br />dispute resolution requirements of any applicable fiords transfer system or network or clearinghouse, Customer and Bank agree that either party
<br />may elect to resolve by binding arbitration any controversy, claim, counterclaim, dispute, or disagreement between Customer and Bank (a "Claim')
<br />that arises from or relates to (a)the interpretation, execution, performance, administration, amendment, or modification of this Master Agreement;
<br />(b) any Account or any Service transaction, activity, or inquiry; (e) any charge or cost incurred pursuant to this Master Agreement; (d) the collection
<br />of any amounts due with respect to this Master Agreement or any Account; (e) any alleged contract or tort arising out of or relating in any way to
<br />this Master Agreement, any Account, any Service transaction, activity or inquiry, any advertisement or solicitation, or Customer's business,
<br />interaction or relationship with Bank; (t) any breach of any term, provision, representation, or warranty set forth of this Master Agreement; (g) any
<br />statements or representations made with respect to this Master Agreement, any Account, any Service transaction, activity or inquiry, any
<br />advertisement or solicitation, or Customer's business, interaction or relationship with Bard; or (h) any of the foregoing arising out of or in
<br />connection with, or relating to, any agreement, instrument, or document which relates to this Master Agreement, any Account, any Service
<br />transaction, activity or inquiry, or Customer's business, interaction or relationship with Bank (including, without limitation, any Customer Profile,
<br />Service Schedule, or User Guide). If either party elects to arbitrate, the Claim shall be settled by binding arbitration under the Federal Arbitration
<br />Act ('FAA'). This agreement to arbitrate shall include any Claim involving Bank's officers, directors, employees, agents, representatives,
<br />contractors, subcontractors, parent, subsidiaries, affiliates, successors, assigns, any third party that assigned any agreements to Bank, and any of
<br />the respective employees, oBicas, agents or directors of such affiliates or third parties, and any such Claim against any of those parties may be
<br />joined or consolidated with any related Claim against Bank in a single arbitration proceeding. in addition, if Bank becomes a party in any lawsuit
<br />involving Customer and any third party(ies), whether through intervention by Bank or by motion made by Customer or any third party(ies), Bank
<br />may elect to have all claims in that lawsuit between Customer and such third party(ies) resolved by binding arbitration under this agreement.
<br />The arbitration shall be administered by the American Arbitration Association (the "AAA') under its Commercial Arbitration Rules
<br />(the "Arbitration Rules') in effect at the time the demand for arbitration is filed. In the event of a conflict between the Arbitration Rules and this
<br />Master Agreement, this Master Agreement shall control. Each party shall be responsible for its own costs, fees, and expenses incurred in connection
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