Reso 2014-2242 - Laserfiche WebLink

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information related to any Account(s) to which the Authorized Representative has access and (iii) engage in any transaction relating to any Account(s) to which the Authorized Representative has access. 3.2 Bank may unconditionally rely on the validity and accuracy of any communication or transaction made, or purported to be made. by an Authorized Representative. 3.3 Customcr shall take all reasonable measures and exercise all reasonable precautions to prevent the unauthorized disclosure or use of all Access Devices associated with or necessary for Customer's use of the Services. 3.4 Customer is not a "consumer" as such term is defined in the regulations promulgated pursuant to the Gramm - Leach - Bliley Act. 15 U.S.C. § 6801 et seq., nor a legal representative of a "consumer.° 3.5 Customer shall use the Services only for its own lawful business and government purposes. Customer shall not use the Services for or on behalf of any third party. Customer shall take all reasonable measures and exercise reasonable precautions to ensure that Customer officers. employees and Authorized Representatives do not use the Services for personal, family or household purposes, or any other purpose not contemplated by this Agreement. 3.6 Customer and Bank shall comply with (i) all applicable laws, regulations, rules and orders: (ii) the Account Agreement: (iii) all applicable National Automated Clearing Ilouse Association ( "NACI IA") rules. regulations. and policies (iv) the Uniform Commercial Code: (v) Office of Foreign Asset Control ("OFAC ") sanctions: and (vi) all applicable laws, regulations and orders administered by FinCFN (collectively (i) through (vi), "Compliance haws "). 4. Account Agreement; Service Fees. 4.1 Bank and Customer agree that any Account established by Customer in connection with Services offered by Bank shall be governed by the Account Agreement. including one or more fee schedules issued by Bank for the Account. If there is any conflict between the terms and provisions of this Agreement and the Account Agreement. the terms and provisions of this Agreement shall govern, but only to the extent reasonably necessary to resolve such conflict. 4.2 During the Initial Term of this Agreement. as described in Section 14. Customer agrees to compensate Bank for all Accounts and Services that Bank provides pursuant to this Agreement. any Appendices and the Contract, in accordance with the pricing pro forma provided in Bank's proposal ( "the Pricing Pro Forma'). incorporated by reference in the Contract, that applies to the Services (the "Service Fees "). Any fees and charges associated with Accounts or Services that are not specified in the Contract or which are assessed after the conclusion of the Initial Tenn, as described in Section 14, shall be governed by Bank's standard schedule of fees and charges applicable to Accounts or Services generally. unless the parties otherwise mutually agree in writing. By signing below, Customer acknowledges receipt of the Account Agreement and acceptance of the Service Fees. and agrees to be bound by their terms, as those terms may be amended from time to time. 4.3 Customer authorizes Bank to charge the Primary Account for all applicable charges and fees to the extent that such charges and fees are not offset by earnings credits or other allowances for Customer's Account(s). if the balance of available funds in the Primary Account is not sufficient to cover such fees, Bank may charge such fees to any other deposit Account maintained by Customer with Bank. Bank may charge a service charge for Account research requested by Customer in accordance with the Pricing Pro Forma or as otherwise set forth in Bank's published schedule of charges for such research. 4.4 During the Initial Term of this Agreement. as described in Section 14, Bank may not amend Service Fee(s) associated with those Services provided by Bank in accordance with the Contract. unless by mutual written agreement of the parties. Bank acknowledges and agrees that the fees indicated in the pricing Pro Forma shall control and be in effect for the Initial Term of the Agreement. Notwithstanding the foregoing. Bank may charge or amend Service Fee(s) associated with new or additional Services that Customer may request that arc not included - Scrviccs under the Contract. 5. Customer Identification Program. Customer agrees to provide to Bank. before Bank begins providing any Services to Customer, any and all information required to comply with applicable law and Bank's policies and procedures relating to customer identification. Such information may include. without limitation, official certificates of customer existence, copies of Customer formation agreements, business resolutions or equivalent documents. in a form acceptable to Bank authorizing Customer to enter into this Agreement and to receive Services from Bank pursuant hereto, and designating- certain individuals as Customer's Authorized Representatives. 6. Software. 6.1 Bank may supply Customer with certain software owned by or licensed to Bank to be used by Customer in connection with the Services. Customer agrees that all such software is and shall remain the sole property of Bank and /or the vendor of such software. Customer agrees to comply with all of the terms and conditions of all such license agreements and other documents to which Customer agrees to be bound. Unless otherwise agreed in writing between Bank and Customcr. Customer shall be responsible for the payment of all costs j{r'1'J13l,9:J; J o(62 0613