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27. Survival. Customer's obligations and liabilities under or relating to this Master Agreement shall survive the termination of this Master
<br />Agreement and/or the termination of any applicable Service for any reason.
<br />29. Severubil' . If a court of competent jurisdiction, or arbitrator as applicable, finds any provision ofthis MasterAgreement to be invalid
<br />or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or
<br />circumstances. Iffeasible, any such offending provision shall be deemed to be modified to be within the limits of enforceability or validity, however,
<br />if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Master Agreement in all other respects shall
<br />remain valid and enforceable, subject to the express terms and provisions of this Master Agreement.
<br />29. No Third Party Beneficiaries. Except as otherwise expressly provided by the terns of this Master Agreement, this Master Agreement
<br />shall not be construed to confer any rights or remedies upon any person not a party to this Agreement, whether as a third party beneficiary or
<br />otherwise, against Customer or Bank, their respective successors, assigns, and/or affiliates.
<br />30. Construction. This Master Agreement is an agreement between parties who are experienced in sophisticated and complex matters
<br />similar to the transactions and activity contemplated by this Master Agreement, is entered into by both parties in reliance upon the economic and
<br />legal bargains contemplated hereby, and shall be interpreted and construed in a fair and impartial manner without regard to such factors as the party
<br />which prepared the instrument or drafted any provision thereof, the relative bargaining powers of the parties, or the domicile of any patty. The
<br />captions and headings used in this Master Agreement are for convenience of reference only and shall not be used to limit the applicability or
<br />meaning of any provisions of this Master Agreement. All personal pronouns used in this Master Agreement, whether used in the masculine,
<br />feminine or neuter gender, shall include all other genders where the context so requires. The use of the singular form shall include the plural, and
<br />the use of the plural shall include the singular, where the context so requires.
<br />PART 2: ADDITIONAL TERMS AND CONDITIONS FOR CERTAIN SERVICES
<br />Article L Regions Quick Deposit` Service
<br />1. l7e swoon—o Service. The Regions Quick Deposit"' Service allows Customer to make deposits to Customer's deposit account(s) at
<br />Bank by scanning checks on a Bank -approved desktop scanner or other approved capture device and transmitting the deposit data to. Bank via the
<br />Intemet. To ensure accuracy. Customer agrees to balance each deposit total to the sum ofthe captured checks priorto transmitting the data. Customer
<br />agrees to follow all User Guides provided by Bank in the initial setup and ongoing use of the Service.
<br />2. Administrator. Customer shall designate one or more administrators who shall act as Customer's primary point(s) of contact with Bank
<br />with respect to the Service. Customer's administrator(s) shall be responsible for establishing, managing, and controlling Customer's Authorized
<br />Users of the Service.
<br />Fgluipment
<br />(a) Scanner, image capture, and other hardware and software used by Customer in connection with the Service must meet
<br />technical standards and specifications required from time to time by Bank Except as otherwise expressly provided in this Article, the General
<br />Terms, the Service Schedule, or in a separate written agreement between Customer and Bank, Customer shall be solely responsible for procuring
<br />and maintaining in good working order (including installation of upgrades and patches), at Customer's sole cost and expense, any and all scorner,
<br />image capture, and other hardware and software that is to be used by Customer in correction with the Service.
<br />(b) In the event that Customer purchases any scanners, image capture equipment, hardware or software, and/or other Service
<br />equipment (collectively "Scanner Equipment") from, through, or at the suggestion of Bank or its vendors or contractors, Customer acknowledges
<br />and agrees that Bank is neither the manufacturer of such Scanner Equipment nor a merchant (as such term is defined in Article 2 of the Uniform
<br />Commercial Code) with respect to the sale of such Scanner Equipment and that the sale of any Scanner Equipment to Customer is incidental to the
<br />provision of the Service by Bank to Customer. All Scanner Equipment is sold and transferred to Customer "AS IS" and without any representation
<br />orwatrantywhatsoeve ,express or implied, onthepartofBank, including(withoutlimitadon)anywarrantyofMERCHNATABQ.1TYorFiTNESS
<br />FOR A PARTICULAR PURPOSE. To the extent assignable, Bank hereby transfers and assigns to Customer, without any representation or
<br />warranty, express or implied, on the part of Bank, including (without limitation) any representation that any manufacturer's warranty exists or is
<br />enforceable, all of Bank's right, title, and interest in and to any ma tufacturer's warranty with respect to Scanner Equipment purchased by Customer
<br />from Bank Bank shall arrange for the delivery of Scanner Equipment purchased from Bank to Customer's place of business as soon as practicable.
<br />All risk of Scarmer Equipment loss, theft, damage, or destruction shall pass to Customer upon the tender of delivery of the Scanner Equipment at
<br />Customer's place of business. Customer agrees to pay Bank any and all charges due to Bank for purchased Scanner Equipment, and Customer
<br />authorizes Bank to debit Customer's deposit aowunt(s) with Bank in the amount of any such charges due to Bank In the event that any uncollected
<br />sales or use taxes shall be due in connection with the sale ofany Scanner Equipment to Customer by Bank. Customer agrees to be responsible for
<br />such taxes and to remit the amount thereof to Bank or the appropriate taxing authority within three (3) business days after Bank's demand. If
<br />Customer shall fail to timely remit the amount of such taxes, Bank may debit Customer's deposit account(s) with Bank in the amount thereof
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