|
8. Force Majeure. Neither party shall bear
<br />responsibility for non-performance of this Agreement to the
<br />extent that such non-performance is caused by an event
<br />beyond that party's control, including, but not necessarily
<br />limited to, fire, casualty, breakdown in equipment or failure
<br />of telecommunications or data processing services, lockout,
<br />strike, unavoidable accident, act of God, riot, war or the
<br />enactment, issuance or operation of any adverse
<br />governmental law, ruling, regulation, order or decree, or an
<br />emergency that prevents Bank from operating normally.
<br />9. Entire Agreement; Changes to the Services
<br />and this Agreement. Bank and Customer acknowledge
<br />and agree that this Agreement and any amendments hereto,
<br />the Account Agreement, and all other documents
<br />incorporated by reference therein, constitute the complete
<br />and exclusive statement of the agreement between them
<br />with respect to the Services, and supersede any prior oral or
<br />written understandings, representations, and agreements
<br />between the parties relating to the Services. Bank may
<br />change the Services and this Agreement (including any
<br />Amended Agreement) in accordance with the terms of the
<br />Account Agreement. Customer will remain obligated
<br />under this Agreement, including without limitation, being
<br />obligated to pay all amounts owing under this Agreement,
<br />even if Bank amends this Agreement.
<br />10. Severability. If any provision of this Agreement
<br />shall be determined by a court of competent jurisdiction to
<br />be unenforceable as written, that provision shall be
<br />interpreted so as to achieve, to the extent permitted by
<br />applicable law, the purposes intended by the original
<br />provision, and the remaining provisions of this Agreement
<br />shall continue intact. In the event .that any statute,
<br />regulation or government policy to which Bank is subject
<br />and that governs or affects the transactions contemplated by
<br />this Agreement, would invalidate or modify any portion of
<br />this Agreement, then this Agreement or any part thereof
<br />shall be deemed amended to the extent necessary to comply
<br />with such statute, regulation or policy, and Bank shall incur
<br />no liability to Customer as a result of Bank's compliance
<br />with such statute, regulation or policy.
<br />11. Successors. Ibis Agreement shall be binding
<br />upon and inure to the benefit of the parties and their
<br />successors and permitted assigns.
<br />12. Non -Waiver. No .deviation from any of the
<br />terns and conditions set forth or incorporated in this
<br />Agreement shall constitute a waiver of any right or duty of
<br />either party, and the failure of either party to exercise any
<br />4 of S
<br />HC# 4531-2600-0923
<br />of its rights hereunder on any occasion shall not be deemed
<br />to be a waiver of such rights on any future occasion.
<br />13. Governing Law; Conflicts. Any claim,
<br />controversy or dispute arising under or related to this
<br />Agreement shall be governed by and interpreted in
<br />accordance with federal law, and, to the extent not
<br />preempted or inconsistent therewith, by the laws of the
<br />State of New Jersey. In the event of a conflict between the
<br />provisions of this Agreement and any applicable law or
<br />regulation, this Agreement shall be deemed modified to the
<br />extent necessary to comply with such law or regulation.
<br />14. Notices. All notices required or permitted by this
<br />Agreement (including all documents incorporated herein by
<br />reference) to be given shall be sent by first class mail,
<br />postage prepaid, and addressed to Bank at the address
<br />provided to Customer in writing for that purpose or to
<br />Customer at the address associated with Customer's
<br />AccounL All such notices shall be .effective upon receipt.
<br />Notices by Bank may be made in accordance with the terms
<br />of the Account Agreement.
<br />15. Beneficiaries. This Agreement is for the benefit
<br />only of the undersigned parties hereto and is not intended to
<br />and shall not be construed as granting any rights to or
<br />otherwise benefiting any other person.
<br />16. Documentation. The parties acknowledge and
<br />agree that all documents evidencing, relating to or arising
<br />from the parties' relationship may be scanned or otherwise
<br />imaged and electronically stored and the originals
<br />(including manually signed originals) destroyed. The
<br />parties agree to treat such imaged documents as original
<br />documents and further agree that such reproductions and
<br />copies may be used and introduced as evidence at any legal
<br />proceedings including, without limitation, trials and
<br />arbitrations, relating to or arising under this Agreement.
<br />17. Recording of Communications. Customer and
<br />Bank agree that all telephone conversations between them
<br />or their agents made in connection with this Agreement
<br />may be recorded and retained by either party by use of any
<br />reasonable means.
<br />18. Facsimile Signature. The parties acknowledge
<br />and agree that this Agreement and any amended Agreement
<br />may be executed and delivered by facsimile, and that a
<br />facsimile signature shall be treated as and have the same
<br />force and effect as an original signature.
<br />0614
<br />t06
<br />
|