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3.3 Customer shall take all reasonable
<br />measures and exercise all reasonable precautions to prevent
<br />the unauthorized disclosure or use of all Access Devices
<br />associated with or necessary for Customer's use of the
<br />Services.
<br />3.4 Customer is not a "consumer" as such
<br />tern is defined in the regulations promulgated pursuant to
<br />the Gramm -Leach -Bliley Act, 15 U.S.C. § 6801 et seq., nor
<br />a legal representative of a "consumer."
<br />3.5 Customer shall use the Services only for
<br />its own lawful business purposes. Customer shall not use the
<br />Services for or on behalf of any third party, except as may
<br />otherwise be approved by Bank in its sole and exclusive
<br />discretion, and as further described in Section 33. Customer
<br />shall take all reasonable measures and exercise reasonable
<br />precautions to ensure that Customer's officers, employees
<br />and Authorized Representatives do not use the Services for
<br />personal, family or household purposes, or for any other
<br />purpose not contemplated by this Agreement.
<br />3.6 Customer agrees not to use or attempt to
<br />use the Services (a) to engage in any illegal purpose or
<br />activity or to violate any applicable law, rule or regulation,
<br />(b) to breach any contract or agreement by which Customer
<br />is bound, or (c) to engage in any Internet or online gambling
<br />transaction, whether or not gambling is legal in any
<br />applicable jurisdiction, or (d) to engage in any transaction or
<br />activity that is not specifically authorized and permitted by
<br />this Agreement. Customer acknowledges and agrees that
<br />Bank has no obligation to monitor Customer's use of the
<br />Services for transactions and activity that is impermissible
<br />or prohibited under the terms of this Agreement; provided,
<br />however, that Bank reserves the right to decline to execute
<br />any transaction or activity that Bank believes violates the
<br />terms of this Agreement.
<br />3.7 Customer and Bank shall comply with
<br />(i) all applicable federal, state and local laws, regulations,
<br />rules and orders; (ii) the Account Agreement; (iii) all
<br />applicable National Automated Clearing House Association
<br />("NACHA") rules, regulations, and policies; (iv) the
<br />Uniform Commercial Code; (v) Office of Foreign Asset
<br />Control ("OFAC") requirements; and (vi) all applicable
<br />laws, regulations and orders administered by the U.S.
<br />Department of the Treasury's Financial Crimes Enforcement
<br />Network ("FinCEN") (collectively (i) through (vi),
<br />"Compliance Laws").
<br />4. Account Agreement; Service Fees.
<br />4.1 Bank and Customer agree that any
<br />Account established by Customer in connection with
<br />Services offered by Bank shall be governed by the Account
<br />Agreement, including one or more fee schedules issued by
<br />Bank for the Account. If there is any conflict between the
<br />terms and provisions of this Agreement and the Account
<br />Agreement, the terns and provisions of this Agreement shall
<br />govern, but only to the extent reasonably necessary to
<br />resolve such conflict.
<br />4.2 Customer agrees to compensate Bank
<br />for all Accounts and Services that Bank provides pursuant to
<br />this Agreement, including any Appendices, in accordance
<br />with the applicable fee schedules or agreements between
<br />Bank and Customer in effect from time to time that apply to
<br />the Services (the "Service Fees"). By signing below,
<br />Customer acknowledges receipt of the Account Agreement
<br />and acceptance of the Service Fees, and agrees to be bound
<br />by their terms, as those terms may be amended from time to
<br />time in accordance with the terms of this Agreement.
<br />4.3 Customer authorizes Bank to charge the
<br />Primary Account for all applicable charges and fees to the
<br />extent that such charges and fees are not offset by earnings
<br />credits or other allowances for Customer's Account(s). If
<br />the balance of available funds in the Primary Account is not
<br />sufficient to cover such fees, Bank may charge such fees to
<br />any other deposit Account maintained on Bank's records in
<br />Customer's name. Customer also agrees to pay all sales, use
<br />or other taxes (other than taxes based upon Bank's net
<br />income) that may be applicable to the Services provided by
<br />Bank hereunder.
<br />4.4 Bank may amend Service Fee(s), in
<br />aggregate or individually, at any time. To the extent that such
<br />changes adversely affect Customer, Bank will use
<br />commercially reasonable efforts to give notice to Customer
<br />of such changes, in accordance with applicable law, or as
<br />may otherwise be agreed to by the parties.
<br />5. Customer Information. Customer agrees to
<br />provide to Bank, before Bank begins providing any Services
<br />to Customer, any and all information required to comply
<br />with applicable law and Bank's policies and procedures
<br />relating to customer identification and authority. Such
<br />information may include, without limitation, official
<br />certificates of customer existence, copies of Customer
<br />formation agreements, business resolutions or equivalent
<br />documents, in a form acceptable to Bank authorizing
<br />Customer to enter into this Agreement and to receive
<br />Services from Bank pursuant hereto, and designating certain
<br />individuals as Customer's Authorized Representatives.
<br />6. Software.
<br />6.1 Bank may supply Customer with certain
<br />software owned by or licensed to Bank to be used by
<br />Customer in connection with the Services ("Software").
<br />Customer agrees that all such Software is and shall remain
<br />the sole property of Bank and/or the vendor of such
<br />Software. Customer agrees to comply with all of the terms
<br />and conditions of all license and other agreements which are
<br />provided to Customer by Bank and/or the Software vendor
<br />and/or which govern Customer's use of Software associated
<br />with the Services. Unless otherwise agreed in writing
<br />between Bank and Customer, Customer shall be responsible
<br />for the payment of all costs of installation of any Software
<br />provided to Customer in connection with the Services, as
<br />well as for selection, installation, maintenance and repair of
<br />all hardware required on Customer's premises for the
<br />successful operation of the Software.
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