Reso 2014-2242 - Laserfiche WebLink

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of software, installation of any software provided to Customer in connection with the Services. as well as for selection. installation. maintenance and repair of all hardware required on Customer's premises for the successful operation of the software. 6.2 Subject to the provisions of Section 768.28 of the Florida Statutes, as applicable and as the same may be amended from time to time. Customer shall indemnify defend and hold harmless Bank, its successors and assigns, from and against any loss, damage or other claim or liability attributable to Customer's unauthorized distribution or disclosure of any software provided with the Services or any other breach by Customer of any software license. The provisions of this paragraph shall survive termination of this Agreement. 6.3 Any breach or threatened breach of this Section will cause immediate irreparable injury to Bank. and Customer agrees that injunctive relief, including preliminary in relief and specific performance. should be awarded as appropriate to remedy such breach. without limiting Bank's right to other remedies available in the case of such a breach. Bank may apply to a court for preliminary injunctive relief, permanent injunctive relief and specific performance, but such application shall not abrogate Bank's right to proceed with an action in a court of competent jurisdiction in order to resolve the underlying dispute. 7. Computer Requirements. For certain Cash Management Services, Customer will need to provide at Customer's own expense, a computer, all software and necessary telephone lines. Internet or other connections and equipment as needed to access the Services (collectively. the "Computer "). Customer's Internet or other web browser software must support a minimum 128 -bit SSI, encryption or other security measures as Bank may specify from time to time. Customer's browser must be one that is certified and supported by Bank for optimal performance. Customer is responsible for the installation. maintenance and operation of the Computer and all related charges. Customer is responsible for installing and maintaining appropriate virus protection software on Customer's Computer. Bank is not responsible for any errors or failures caused by any malfunction of the Computer or any Computer virus or related problems that may be associated with access to or use of the Services or the Computer. Bank also is not responsible for any losses or delays in transmission of information Customer provides to Bank or otherwise arising out of or incurred in connection with the use of any Internet or other service provider providing Customers connection to the Internet or any browser software. 8. Bank Third Parties. 8.1 Customer acknowledges that certain third parties, agents or independent service providers (hereinafter "Third Parties ") may, from time to time, provide services ("Third Party Services ") to Bank in connection with Bank's provision of the Services to Customer and that accordingly. Bank's ability to provide the Services hereunder may be contingent upon the continuing availability of certain services from such Third Parties. Third Party Services may involve the processing and /or transmission of Customers data, instructions (oral or written) and funds. In addition. Customer agrees that Bank may disclose Customer's financial information to such Third Parties (i) where it is necessary to provide the Services requested: (ii) in order to comply with laws. government agency rules or orders, court orders. subpoenas or other legal process or in order to give information to any government agency or official having legal authority to request such information: or (iii) when Customer gives its written permission. 8.2 Bank will be responsible for the acts and omissions of its Third Parties in the same manner as if Bank had performed that portion of the Services itself, and no claim may be brought by Customer against such Third Parties. Notwithstanding the foregoing, any claims against Bank (with respect to the acts or omissions of its "third Parties) or its Third Parties shall be subject to the limitations of liability set forth herein to the same extent as if Bank had performed that portion of the Services itself. However, Bank will not be deemed to be the agent of. or responsible for. the acts or omissions of any person (other than its Third Parties), and no such person shall be deemed Bank's agent. Customer Information; Security Procedures. 9.1 In providing the Services, Bank shall be entitled to rely upon the accuracy of all information and authorizations received from Customer or an Authorized Representative and the authenticity of any signatures purporting to be of Customer or an Authorized Representative. Customer agrees promptly to notify Bank of any changes to any information or authorizations provided to Bank in connection with the Services, and further agrees to promptly execute any new or additional documentation Bank reasonably deems necessary, from time to time in order to continue to provide the Services to Customer. 9.2 Customer agrees that it shall be solely responsible for ensuring compliance with any security procedures established by Bank in connection with the Services. as such may be amended from time to time. and that Bank shall have no liability for any losses sustained by Customer as it result of a breach of security procedures if Bank has substantially complied with the security procedures. 9.3 Bank shall be entitled to rely on any written list of Authorized Representatives provided to Bank by Customer until revoked or modified by Customer in writing. Customer agrees that Bank may refuse to comply with requests from any individual until Bank receives documentation reasonably satisfactory to it confirming the individual's authority. Bank shall be entitled to rely on any notice or other writing believed by it in good faith to be genuine and correct and to have been signed by the ,14'1913697. l? 5 nj62 0613