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Service to conduct any type of service bureau or time-sharing operation or to provide remote processing, network processing, network
<br />telecommunications or similar serviow to any person, whether on a fee basis or otherwise, and (iv) shall ensure that the Service is used only by
<br />Customer's Authorized Users in accordance with the User Guide. In the event of any error in connection with the Service or any Service transaction,
<br />Customer shall provide to Bank or its Third Party Service Provider reasonably detailed documentation and explanation, together with underlying
<br />data, to substantiate any error and to assist Bank or its Third Party Service Provider in diagnosing, reproducing and correcting the error. Customer
<br />shall use any modifications, revisions, and updates in the Service and User Guide, including changes in programming languages, rules ofoperation
<br />and screen or report format, as and when they are implemented and/or made available by Bank or its Third Party Service Provider. Customer agrees
<br />to devote all equipment, facilities, personnel and other resources reasonably necessary to implement the Service and to be trained in the use of the
<br />Service, and neither Bank nor any Third Party Service Provider shall be responsible for any delays or additional fees and costs associated with
<br />Customer's failure to timely perform such obligations.
<br />5. gr IDer Material. Customer hereby grants to Bank and its Third Party Service Provider a non-exclusive, worldwide, royalty free
<br />license to modify, copy, use or otherwise include the Customer Material in the Service and User Guide. Customer represents and -warrants that (i)
<br />Customer and its Authorized Users have full legal right to grand to Bank or its Third Party Service Provider the right to use the Customer Material
<br />for inclusion in the Service or the User Guide, (iaj) the Customer Material complies with all applicable law and does not infringe upon any United
<br />States patent, copyright, trade secret or other prcprietary right of any person, and (iii) Customer has obtained all necessary assignments or licenses
<br />and waivers of moral rights from its employees and/or contractors, including the right to modify any applicable work contained in the Customer
<br />Material and to associate any applicable work contained in the Customer Material with any product or service. Customer agrees to indemnify and
<br />defend Bank and its Third Party Service Provider against any third party claim alleging a breach of the foregoing representations and warranties or
<br />an infringement of a United States patent, copyright, trademark, trade name, trade secret or other proprietary right of any person.
<br />6. Healthcare Claim Transactions. Customer agrees, represents, and warrants (i) that Customer shall not use the Service primarily to
<br />facilitate Healthcare Claim Transactions and (ii) that not more than five percent (5%) of the payments processed by Customer on an annual basis
<br />cuing the Service shall be Healthcare Claim Transactions. The following terms shall have the following meanings:
<br />"Healdware Claim" means claims for payment or reimbursement resulting from (i) medical care (including behavioral healthcare),
<br />dental care or vision care services, (ii) pharmacy transactions, and (iii) worker's compensation settlements and adjustments.
<br />Healthcare Claim Timuactlons" means electronic or paper payments, remittance advices and transaction support between Healthcare
<br />Payers and Healthcare Providers for Healthcare Claims, as well as (i) the creation of enrollment databases that track payment types and
<br />remittance preferences for Healthcare Claims, (ii) capturing and validating patient explanation of benefits (FAB) form data for
<br />facilitating Healthcare Claims, (iii) notification of Healthcare Claims and (iv) facilitating administration of healthcare savings and
<br />similar accounts for facilitating Healthcare Claims.
<br />"Healthcare Payer" means an individual, commercial or governmental payer (including third party administrators) of Healthcare
<br />Claims.
<br />"Healthcare Provider" means (i) providers of medical care (including behavioral healthcare), dental care, vision care services, (it)
<br />pharmacies and (iii) providers of worker's compensation benefits or worker's compensation insurance services.
<br />7. Customer Rryce_s Customer is solely responsible for scheduling and initiating any and all Service transactions sufficiently in advance
<br />of applicable due dates. Bank and its Third Party Service Provider disclaim any and all representations or warranties, express or implied, that any
<br />transaction executed through the Service will be timely and/or properly received, processed, and applied by any counterparty to such transaction.
<br />Customer assumes all risk relating to the timely and proper scheduling, initiation, processing, transmission, receipt, and application of Service
<br />transactions, and Customer releases Bank and its Thud Party Service Provider from any and all claims, liabilities, and/or damages related thereto
<br />or arising or resulting therefrom. Except for those losses caused directly by Bank's or its Third Parry Service Provider's gross negligence or willful
<br />wrongful acts, Customer agrees to indemnify, defend, and hold Bank and its Third Party Service Provider harmless from and against any and all
<br />losses, costs, suits, damages, claims, liabilities, and expenses (including, without limitation, reasonable attomeys' foes) arising from or related in
<br />any way to any relationships, claims, or disputes between Customer and any and all counterparties to transactions executed by Customer through
<br />the Service (including, without limitation, payees of payment transactions executed through the Service).
<br />8. Adjustment to Account Checks Bank reserves the right to adjust, debit, or credit Customer's account in the amount of any requested
<br />Service transaction on the date that the transaction is initiated through tate Service or any time thereafter. In the event Customer directs that any
<br />Service payment transaction be made by check or draft, Customer authorizes Bank and/or its Third Party Service Provider to execute a check or
<br />draft drawn on Customer's account for the purpose of executing such transaction, notwithstanding any resolution, signature card, or other document
<br />filed with Bank that purports to limit authority or signatory capacity over any of Customer's accounts, whether currently on file or submitted or
<br />modified in the future. Upon request by Bank or its Third Party Service Provider, Customer shall promptly submit one or more facsimile signatures,
<br />in such form or format as Bank or its Third Party Service Provider may require, for application to checks or drafts executed through the Service.
<br />9. Modif ca 'an of Service Tran 'ons. Bank and its Third Party Service Provider shall have no obligation to permit Customer to amend,
<br />modify, cancel, or stop payment on Service transactions after Customer has initiated or submitted such transactions for execution through the
<br />Service. In the event Bank or its Third Party Service Provider shall permit Customer to amend, modify. cancel, or stop payment on Service
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