Reso 2014-2242 - Laserfiche WebLink

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warranty by Customer, (iv) in the event of default by Customer in the payment of any sum owed by Customer to Bank hereunder or under any note or other agreement. (v) i1 there has been a seizure, attachment. or garnishment of Customer's Accounts, assets or properties, (vi) if Bank believes immediate action is required for the security of Bank or Customer funds or (vii) if Bank reasonably believes that the continued provision of Services in accordance with the terms of this Agreement or any Appendix would violate federal, state or local laws or regulations, or would subject Bank to unacceptable risk of loss. In the event ofany termination hereunder, all fees due Bank under this Agreement as of the time of termination shall become immediately due and payable. Notwithstanding any termination, this Agreement shall remain in full force and effect with respect to all transactions initiated prior to such termination. 14.5 Notwithstanding any provision to the contrary. the City may terminate this Agreement with or without cause upon ten (10) days written notice to Bank. In the event of such termination. the City will only be responsible for payment of services satisfactorily performed up to the effective date of termination. In the event of termination the City shall not he responsible for payment of the then remaining unexpired term. 15, Limitation of Liability; Disclaimer of Warranties. 15.1 Unless expressly prohibited or otherwise restricted by applicable law, the liability of Bank in connection with the Services will be limited to actual damages sustained by Customer and only to the extent such damages are a direct result of Bank's gross negligence. willful misconduct, or bad faith. In no event shall Bank be liable for any consequential. special, incidental, indirect. punitive or similar loss or damage that Customer may suffer or incur in connection with the Services, including. without limitation, attorneys' fees. lost earnings or profits and loss or damage born subsequent wrongful dishonor resulting from Bank's acts, regardless of whether the likelihood of such loss or damage was known by Bank and regardless of the basis, theory or nature of the action on which a claim is asserted. Unless expressly prohibited by or otherwise restricted by applicable law, and without limiting the foregoing, Bank's aggregate liability to Customer for all losses, damages. and expenses incurred in connection with any single claim shall not exceed an amount equal to the monthly billing paid by, charged to or otherwise assessed against Customer for Services over the three (3) month- period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred or such fewer number of preceding months as this Agreement has been in effect. Notwithstanding any of the foregoing. for transactions which are subject to Article 4A of the UCC. Bank shall be liable for such damages as may be required or provided under Article 4A or the Fedwire Regulations, as applicable. except as otherwise agreed in this Agreement. This Agreement is only between Bank and Customer, and Bank shall have no liability hereunder to any third party. 15.2 Except as otherwise expressly provided in Section 8 of this Agreement. Bank shall not be liable for any loss. damage or injury caused by any act or omission of any third party; for any charges imposed by any third party; or for any loss, damage or injury caused by any failure of the hardware or software utilized by a third party to provide Services to Customer. 15.3 Bank shall not be liable or responsible for damages incurred as a result of data supplied by Customer that is inaccurate. incomplete, not current. or lost in transmission. It is understood that Bank assumes no liability or responsibility for the inaccuracy. incompleteness or incorrectness of data as a result of such data having been supplied to Customer through data transmission. 15.4 Bank is not liable for failing to act sooner than required by any Appendix or applicable law. Bank also has no liability for failing to take action if Bank had discretion not to act. 15.5 Bank shall not be responsible for Customer's acts or omissions (including, without limitation. the amount. accuracy, timeliness of transmittal or due authorization of any entry. funds transfer order, or other instruction received from Customer) or the acts or omissions of any other person, including, without limitation. any Automated Clearing House processor. any Federal Reserve Bank, any financial institution or bank, any transmission or communication facility, any receiver or receiving depository financial institution. including. without limitation, the return of an entry or rejection of a funds transfer order by such receiver or receiving depository financial institutions. and no such person shall be deemed Bank's agent. Bank shall be excused from failing to transmit or delay in transmitting an entry or funds transfer order if such transmittal would result in Bank's having exceeded any limitation upon its intra -day net funds position established pursuant to Federal Reserve guidelines or otherwise violating any provision of any risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority. In no event shall Bank be liable for any damages resulting from Bank's action or inaction which is consistent with regulations issued by the Board of Governors of the Federal Reserve System, operating circulars issued by a Federal Reserve Bank or general banking customs and usage. To the extent required by applicable laws. Bank will compensate Customer for loss of interest on funds as a direct result of Bank's failure to comply with such laws in executing electronic transfers of funds. if such failure was within Bank's control. Bank shall not be liable for Customer's attorney's fees in connection with any such claim. 15.6 EXCEPT AS OTHERWISE SGT FORTH IN THIS AGREEMENT, CUSTOMER EXPRESSLY AGREES THAT USE OF THE SERVICES IS AT CUSTOMER'S SOLF, RISK. AND 'fl IF SERVICE IS PROVIDED "AS IS." AND BANK AND ITS SERVICE PROVIDERS AND AGENTS DO NOT jW1913697. ]} N n/ 6' 0613