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Customer, may be agreed to by Bank. Non -daily Reports contain cumulative information for the period covered in the Report. Reports will be made available to Customer through the designated channel offered by Bank and selected by Customer from time to time. Bank may change any such offered channel at any time. 3.4 This Agreement is Bank's record of Customer's instructions regarding the Services. If the information that Customer has provided above is incorrect in any category, Customer must advise Bank immediately, as Bank is NOT responsible for providing or not providing the Reports unless Customer's instructions are accurately described in this Agreement. 3.5 Bank shall be bound only to exercise ordinary care in providing the Reports as set forth herein. 3.6 Bank shall have a reasonable time after receipt of Customer's request to implement this Agreement or any changes hereto or to Customer's instructions. 4. Account Agreement Service Fees. 4.1 Bank and Customer agree that the Services and any Account established by Customer in connection with the Services shall also be governed by the Account Agreement, including one or more fee schedules issued by Bank for the Account, and the terms of the Account Agreement are incorporated herein by reference. If there is any conflict between the terms and provisions of this Agreement and the Account Agreement, the terms and provisions of this Agreement shall govern, but only to the extent reasonably necessary to resolve such conflict. Customer agrees to compensate Bank for the Services in accordance with the applicable fee schedules or written agreements between Bank and Customer in effect from time to time that apply to the Services. 4.2 Customer authorizes Bank to charge Customer's Account for all applicable charges and fees to the extent that such charges and fees are not offset by earnings credits or allowances for Customer's Account(s). Customer also agrees to pay all sales, use or other taxes (other than taxes based upon Bank's net income) that may be applicable to the Services. 4.3 Bank may amend fees associated with the Services and Account(s) in aggregate or individually, at any time. To the extent that such changes adversely affect Customer, Bank will give notice to Customer of such changes, in accordance with applicable law, or as may otherwise be agreed to by the parties. 5. Limitation of Liability; Disclaimer of Warranties. 5.1 Except to the extent required by law, the liability of Bank in connection with the Services shall in all cases be limited in accordance with the terms of the Account Agreement. 3 ofS HC# 4831-2600-0923 5.2 CUSTOMER EXPRESSLY AGREES THAT USE OF THE SERVICES IS AT CUSTOMER'S SOLE RISK, AND THE SERVICES ARE PROVIDED AS 1S," AND BANK AND ITS SERVICE PROVIDERS AND AGENTS DO NOT MAKE AND EXPRESSLY DISCLAIM ANY WARRANTIES, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON - INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, WITHOUT BREACHES OF SECURITY OR WITHOUT DELAYS. IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE LIABILITY OF BANK AND ITS SERVICE PROVIDERS AND AGENTS IS LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY LAW. 6. Indemnification. Except as otherwise expressly prohibited or limited by law, Customer agrees to indemnify and hold Bank harmless from any and all claims, liabilities, losses, damages, costs and expenses (including its reasonable attorneys' fees) that Bank may incur or that may be asserted by any person or entity against Bank, in accordance with the terms of the Account Agreement, arising out of any action at any time taken or omitted to be taken by (i) Customer under or in connection with this Agreement, including, but not limited. to, Customer's failure to observe and perform properly each and every obligation in accordance with this Agreement; or (ii) Bank in reliance upon any instructions given or purporting to have been given under this Agreement by Customer to Bank, or any information or order which Customer provides to Bank. 7. Term and Termination. 7.1 This Agreement shall be effective when (i) signed by an Authorized Representative of Customer and accepted by Bank. and (ii) Customer delivers to Bank all documents and information reasonably required by Bank prior to commencing providing the Services. 7.2 Except as otherwise expressly set forth herein, this Agreement shall continue in effect until terminated by either party on five (5) days' prior. written notice. Notice for Customer must be provided by an Authorized Representative. Termination will occur automatically upon the closure of the Account(s). 7.3 Any termination of this Agreement, whether initiated by Customer or Bank, will not.affect any of Customer's or Bank's rights and obligations under this Agreement which have arisen before the effective date of termination of this Agreement. In addition, the provisions of this Agreement relating to Customer's and Bank's liability, Customer's indemnification of Bank, and the disclaimer of warranties shall survive the termination of this Agreement. 0614