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g) The Bank will not be liable to Customer or anyone else if Bank refuses to pay suspect items presented at Bank teller lines. If for any
<br />reason, voluntarily or involuntarily, Customer is suspended from Teller Positive Pay and items presented at Bank's teller lines are paid, Customer
<br />agrees that Bank will not be liable to Customer for paying any fraudulent -item during the suspension of Teller Positive Pay service. Customer
<br />agrees that Bank will have exercised ordinary care in providing positive pay services in any case of fraudulent activity on Customer's account
<br />h) Any check that is paid in accordance with the Service shall be considered properly payable under the Uniform Commercial Code
<br />and Customer agrees that Bank shall have no liability to Customer for paying items in accordance with the Service. Bank's liability to Customer
<br />for any presented check erroneously paid by Bank in breach of this Article ("Bank's Wrongful Honor") shall be limited to the lesser of the amount
<br />of the wrongfully paid check or Customer's actual damages resulting from Bank's payment of the check. Bank retains the right to assert the defense
<br />that Customer has sustained no actual damages because Bank's Wrongful Honor discharged for value an indebtedness ofCustomer. Nothing herein
<br />shall constitute a waiver or limitation of the rights of Bank under the Uniform Commercial Code ("UCC'). Bank's liability for wrongful dishonor
<br />of a check presented to Bank for payment shall be limited to the damages for wrongful dishonor recoverable under UCC Articles 3 and 4; provided,
<br />however, that Bank shall have no liability to Customer for wrongful dishonor when Bank, acting in good faith, returns a presented check: 0 that it
<br />reasonably believed was not property payable; or (ii) if required to do so by the service of legal process on Bank or the instructions of regulatory
<br />or government authorities or courts.
<br />Article IV. Integrated Payables Service
<br />1. Description of Service. This Article describes Bank's Integrated Payables Service, whereby Customer may execute certain payment
<br />transactions via the Internet and/or via other methods of electronic data exchange to electronically streamline the exchange of payments, remittance
<br />and other information between Customer and Bank and Customer and its business associates. The Service fimcdons and transactions elected by
<br />Customer, and other details and technical specifications regarding Customer's use of the Service, are indicated in the Service Schedule, which
<br />constitutes a part of the Service Terms.
<br />2. Definitions. The following definitions apply when the following terms are used in this Article:
<br />"Cummer MaNriar means the data, software, files, designs, plans, specifications, improvements, works or other materials provided
<br />by or on behalf of Customer for storage on &-inclusion in the Service or UserGuide.
<br />Service Terms" means, collectively, all terms, provisions, conditions governing the Service that are imposed by Bank and/or its Third
<br />Party Service Provider, including (without limitation) this Article, the General Terms, and any applicable Service Schedule, Customer
<br />Profile, and/or User Guide.
<br />"Vendor Agreement" means any terms, conditions, contrac 4 license, or any other agreement entered into.or agreed to by and between
<br />Bank and any Third Party Service Provider with respect to the Service or any feature, function, or element thereof
<br />Other terms may be defined elsewhere in this Article. Capitalized terms used in this Article and not defined in this Article shall have the meanings
<br />ascribed to them in the General Terms.
<br />3. Other Agreements. When this Service is used to access other Bank services, products, or payment facilities (including, without
<br />limitation, Bank's ACH service, Bank's wire transfer service or Virtual Purchasing Card service), the terms, conditions, and agreements governing
<br />such other services, products, and payment facilities, including any applicable Article of Part 2 of this Master Agreement, ("Service Agreements")
<br />remain in full force and effect, except as expressly modified or amended by the Service Terms. Such other Service Agreements are hereby
<br />incorporated by reference and made a part hereof. Customer agrees to promptly execute and deliver to Bank any documentation required by Bank
<br />to evidence Customer's agreement to Bank's terms and conditions for services, products, and payment facilities accessed and used by Customer
<br />through the use of the Service; provided, that Customer's use of the Service to use, access, and/or perform other Bank services, products, or
<br />transactions automatically constitutes Customer's acceptance of and agreement to any and all terms, conditions, and provisions in effect and
<br />imposed by Bank at the time of Customer's use or performance of such services and transactions without the execution of any related documentation
<br />by Customer. Termination of Service Agreement ofa Service selected by Customer (CheckPrinfing, ACH, Wire, Positive Pay, Virtual Purchasing
<br />Cards) shall terminate the use of such Service under this Article. Customer agrees to be bound by and to comply with any and all User Guides,
<br />instructional materials or technical information relating to the use of the Service that is made available to Customer by Bank or its Third Party
<br />Service Provider in connection with the Service, as amended from time to time. Customer acknowledges and agrees that Bank, in Bank's sole and
<br />absolute discretion, may engage Third Party Service Providers in connection with the Service. Bank's provision of the Service to Customer is
<br />subject to, and Customer shall be bound by, all applicable terms, provisions, or conditions of any Vendor Agreement between Bank and any Third
<br />Party Service Provider, and in the event of a conflict between the terms of this Article and the applicabl a terms of any VendorAgreement the terms
<br />of such the Vendor Agreement shall govern and control. Customer acknowledges and agrees that Customer is not a third party beneficiary of any
<br />Vendor Agreement and shall not have any direct claims or recourse against any Third Party Service Provider, except to the extent expressly
<br />permitted by the terms of the Vendor Agreement and subject to all limitations and disclaimers provided in such Vendor Agreement.
<br />4, Additional Customer Obligations and Responsibilities. Customer agrees that Customer (i) shall use the Service and User Guide only in
<br />the ordinary course of Customees internal business operations, (ii) shall not use the Service in violation of the Service Terms, (iii) shall not use the
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