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WARRANTIES, EFI rFER EXPRESSED OR IMPLIED,
<br />WITH RESPECT TO THE SERVICES, INCLUDING
<br />WITHOUT LIMITATION ANY IMPLIED
<br />WARRANTIES OF MERCHANTABILITY, FITNESS
<br />FOR A PARTICULAR PURPOSE, TITLE, OR NON -
<br />INFRINGEMENT OF INTELLECTUAL PROPERTY
<br />RIGHTS, OR. THAT THE SERVICES WILL BE
<br />UNINTERRUPTED OR ERROR FREE, WITHOUT
<br />BREACHES OF SECURITY OR WITHOUT DELAYS.
<br />IN THOSE STATES THAT DO NOT ALLOW THE
<br />EXCLUSION OR LIMITATION OF LIABILITY, THE
<br />LIABILITY OF BANK AND ITS SERVICE PROVIDERS
<br />AND AGENTS IS LIMITED TO THE FULLEST
<br />POSSIBLE EXTENT PERMITTED BY LAW.
<br />15.7 The provisions of this Section 15 shall
<br />survive termination of this Agreement.
<br />16. Indemnification.
<br />16.1 Except as otherwise expressly
<br />prohibited or limited by law, Customer shall indemnify and
<br />hold Bank harmless from any and all liabilities, losses,
<br />damages, costs, and expenses of any kind (including,
<br />without limitation, the reasonable fees and disbursements
<br />of counsel in connection with any investigative,
<br />administrative or judicial proceedings, whether or not Bank
<br />shall be designated a party thereto) which may be incurred
<br />by Bank due to any claim or action by any person, entity or
<br />other third -party against Bank to the extent such claim or
<br />action relates to or arises out of:
<br />(i) any claim of any person that
<br />(a) Bank is responsible for any act or omission of Customer
<br />or (b) a Customer payment order contravenes or
<br />compromises the rights, title or interest of any third party,
<br />or contravenes any law, rule, regulation, ordinance, court
<br />order or other mandate or prohibition with the force or
<br />effect of law;
<br />(ii) any failure by Customer to
<br />observe and perform properly all of its obligations
<br />hereunder or any wrongful act of Customer or any of its
<br />Affiliates;
<br />(iii) any breach by Customer of
<br />any of its warranties, representations or agreements;
<br />(iv) any action taken by Bank in
<br />reasonable reliance upon information provided to Bank by
<br />Customer or any Affiliate or subsidiary of Customer; and
<br />(v) any legal action that Bank
<br />responds to or initiates, including any interpleader action
<br />Bank commences, involving Customer or Customer's
<br />Account(s), including without limitation, any state or
<br />federal legal process, writ of attachment, execution,
<br />garnishment, tax levy or subpoena.
<br />16.2 The provisions of this Section 16 shall
<br />survive termination of this Agreement.
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<br />17. RESERVED.
<br />18. 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 or Customer from operating
<br />normally.
<br />19. 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 />20. Entire Agreement. Bank and Customer
<br />acknowledge and agree that this Agreement and any
<br />amendments hereto, all other documents incorporated by
<br />reference therein, and Appendices 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.
<br />21. Amendments. Bank may, at any time, amend
<br />this Agreement, the Services or Appendices in its sole
<br />discretion and from time to time. Except as expressly
<br />provided otherwise in this Agreement, any such changes
<br />generally will be effective as provided in the notice to
<br />Customer as described below. Customer will be deemed to
<br />accept any such changes if Customer accesses or uses any
<br />of the Services after the date on which the change becomes
<br />effective. Customer will remain obligated under this
<br />Agreement and any Appendices, including without
<br />limitation, being obligated to pay all amounts owing
<br />thereunder, even if Bank, amends this Agreement or any
<br />Appendices. Notwithstanding anything to the contrary in
<br />this Agreement or in. any Appendix, if, Bank believes
<br />immediate action is necessary for the security of Bank or
<br />Customer funds, Bank may immediately initiate changes to
<br />any security procedures and provide prompt subsequent
<br />notice thereof to Customer. As set forth in Section 14.2,
<br />Customer may terminate this Agreement or any Appendix
<br />upon its receipt of any notice of change that is not
<br />acceptable to Customer.
<br />22. 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
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