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general banking customs and usage. To the extent required
<br />by applicable laws, Bank will compensate Customer for loss
<br />of interest on funds as a direct result of Bank's failure to
<br />comply with such laws in executing electronic transfers of
<br />funds, if such failure was within Bank's control. Bank shall
<br />not be liable for Customer's attorney's fees in connection
<br />with any such claim
<br />15.6 EXCEPT AS OTHERWISE SET
<br />FORTH IN THIS AGREEMENT, CUSTOMER
<br />EXPRESSLY AGREES THAT USE OF THE SERVICES
<br />IS AT CUSTOMER'S SOLE RISK, AND THE SERVICE
<br />IS PROVIDED "AS IS," AND BANK AND ITS SERVICE
<br />PROVIDERS AND AGENTS DO NOT MAKE, AND
<br />EXPRESSLY DISCLAIM ANY, WARRANTIES, EITHER
<br />EXPRESSED OR IMPLIED, WITH RESPECT TO THE
<br />SERVICES, INCLUDING WITHOUT LIMITATION ANY
<br />IMPLIED WARRANTIES OF MERCHANTABILITY,
<br />FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR
<br />NON -INFRINGEMENT OF INTELLECTUAL
<br />PROPERTY RIGHTS, OR THAT THE SERVICES WILL
<br />BE 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 of
<br />counsel in connection with any investigative, administrative
<br />or judicial proceedings, whether or not Bank shall be
<br />designated a party thereto) which may be incurred by Bank
<br />due to any claim or action by any person, entity or other
<br />third -party against Bank to the extent such claim or action
<br />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, or
<br />contravenes any law, rule, regulation, ordinance, court order
<br />or other mandate or prohibition with the force or effect of
<br />law;
<br />(ii) any failure by Customer to
<br />observe and perform properly all of its obligations hereunder
<br />or any wrongful act of Customer or any of its 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 federal
<br />legal process, writ of attachment, execution, garnishment,
<br />tax levy or subpoena.
<br />16.2 The provisions of this Section 16 shall
<br />survive termination of this Agreement.
<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 (including
<br />manually signed originals) destroyed. The parties agree to
<br />treat such imaged documents as original documents and
<br />further agree that such reproductions and copies may be used
<br />and introduced as evidence at any legal proceedings
<br />including, without limitation, trials and arbitrations, relating
<br />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 with
<br />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 this
<br />Agreement, the Services or Appendices in its sole discretion
<br />and from time to time. Except as expressly provided
<br />otherwise in this Agreement, any such changes generally
<br />will be effective as provided in the notice to Customer as
<br />described below. Customer will be deemed to accept any
<br />such changes if Customer accesses or uses any of the
<br />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
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