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fosses, damages, costs and expenses (including its
<br />reasonable attorneys' fees) that Bank may incur or that may
<br />be asserted by any person or entity against Bank, in
<br />accordance with the terms of the Account Agreement, and
<br />that may be incurred by Bank relating to or arising out of
<br />its refusing or accepting payment of ACH Debit Entries or
<br />receipt of ACH Credit Entries in accordance with
<br />Customer's ACH Authorizations, including, without
<br />limitation, any claim that the return of any blocked ACH
<br />Entry is improper as against the ACH Originator or its
<br />Originating Depository Financial Institution.
<br />6. Term and Termination.
<br />6.1 This Agreement shall be effective when
<br />(i) signed by an Authorized Representative of Customer
<br />and accepted by Bank, and (ii) Customer delivers to Bank
<br />all documents and information reasonably required by
<br />Bank prior to commencing providing the Services.
<br />6.2 Except as otherwise expressly set forth
<br />herein, this Agreement shall continue in effect until
<br />terminated by either party on five (5) days' prior written
<br />notice. Notice for Customer must be provided by an
<br />Authorized Representative. Termination will occur
<br />automatically upon the closure of the Account(s).
<br />6.3 Any termination of this Agreement,
<br />whether initiated by Customer or Bank, will not affect any
<br />of Customer's or Bank's rights and obligations under this
<br />Agreement which have arisen before the effective date of
<br />termination of this Agreement. In addition, the provisions
<br />of this Agreement relating to Customer's and Bank's
<br />liability, Customer's indemnification of Bank, and the
<br />disclaimer of warranties shall survive the termination of
<br />this Agreement
<br />7. 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 />8. 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 />a ors
<br />9. 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 orpolicy.
<br />10. Successors. This Agreement shall be binding
<br />upon and inure to the benefit of the parties and their
<br />successors and permitted assigns.
<br />11. Non -Waiver. No deviation from any of the
<br />terms 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 />of its rights hereunder on any occasion shall not be deemed
<br />to be a waiver of such rights on any future occasion.
<br />12. 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 />13. 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 />Account. All such notices shall be effective upon receipt.
<br />14. 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 />15. 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 />16. Recording of Communications. Customer and
<br />Bank agree that all telephone conversations between them
<br />or their agents made in connection with this Agreement
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