Reso 2014-2242 - Laserfiche WebLink

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MAKE. AND EXPRESSLY DISCLAIM ANY. WARRANTIES. EITIIER EXPRESSED OR IMPLIF,D, WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OI' MERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE. TITLE. OR NON - INF'RINGENIF.NT OF INTELLECTUAL PROPERTY RIGHTS, OR THAT THE. SERVICES WILL BE UNINTERRUI'fED OR ERROR FREE. WITHOUT BREACHES OF SECURITY OR WITHOUT DELAYS. IN 'I'IIOSE STATES THAT DO NOT ALLOW T111' OR LIMITATION OF LIABILITY. THE LIABILITY OF BANK AND ITS SERVICE PROVIDERS AND AGENTS IS LIMITED TO THE FULLEST POSSIBLE FXTF.NT PFRMITTF.D BY LAW. 15.7 The provisions of this Section 15 shall survive termination of this Agreement. 16. Indemnification. 16.1 In addition to but no in lieu of any indemnification provision otherwise contained in the Contract. 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, and except as otherwisc expressly prohibited or limited by law, Customer shall indemnify and hold Bank harmless from any and all liabilities, losses. damages, costs, and expenses of any kind (including, without limitation, the reasonable tees and disbursements of counsel in connection with any investigative. administrative or judicial proceedings, whether or not Bank shall be designated a party thereto) which may be incurred by due to any claim or action by any person. entity or other third -party against Bank to the extent such claim or action relates to or arises out of (i) any claim of any person that (a) Bank is responsible for any act or omission of Customer or (b) a Customer payment order contravenes or compromises the rights. title or interest of any third party. or contravenes any law. rule, regulation. ordinance, court order or other mandate or prohibition with the force or effect of law: (ii) any failure by Customer to observe and perform properly all of its obligations hereunder or any wrongful act of Customer or any of its Affiliates: (iii) any breach by Customer of any of its warranties. representations or agreements: (iv) any action taken by Bank in reasonable reliance upon information provided to Bank by Customer or any Affiliate or subsidiary of Customer: and (v) any legal action that Bank responds to (other than an action initiated by Customer directly against Bank) or initiates under this Agreement, including any interplcader action Bank commences. involving Customer or Customer's Account(s), including without limitation, any state or federal legal process. writ of attachment. execution, garnishment. tax levy or subpoena. Nothing in this paragraph is. or shall be deemed to be. a waiver of sovereign immunity by Customer. 16.2 Notwithstanding the foregoing. Bank shall have no right to be indemnified hereunder for losses resulting from its own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. or as otherwise limited or prohibited by applicable law, including, without limitation, Section 768.28 of the Florida Statutes. as applicable and as the same may be amended from time to time. 16.3 The provisions of this Section 16 shall survive termination of this Agreement. 17. Lawyer Trust Accounts. This Section 17 applies to law firms that have established lawyer trust accounts. including but not limited to IOLfA. IOTA and IOLA Accounts (collectively. "Lawyer Trust Accounts "). in the State of New Jersey and as may, be applicable under other States' laws. In the event that Customer is a law firm in the State of New Jersey or such other State(s) as may be applicable, and Customer's clients' funds arc held in Lawyer Trust Account(s). Customer agrees and shall ensure that only lawyers that are Authorized Representatives of Customer may initiate debits from such Lawyer Trust Account(s). Such debit transfers may include, but are not limited to. wire. ACII and book transfers through the Bank Internet System or through such other Services as may be made available by Bank from time to time. 18. Force Majeure. Neither party shall bear responsibility for non - performance of this Agreement to the extent that such non - performance is caused by an event beyond that party's control, including, but not necessarily limited to, fire. casualty, breakdown in equipment or failure of telecommunications or data processing services, lockout. strike. unavoidable accident. act of God. riot. war or the enactment. issuance or operation of any adverse governmental law, ruling. regulation. order or decree. or an emergency that prevents Bank or Customer from operating normally. 19. Documentation. The parties acknowledge and agree that all documents evidencing. relating to or arising Irom the parties' relationship may be scanned or otherwise imaged and electronically stored and the originals (including manually signed originals) destroyed. The parties agree to treat such imaged documents as original documents and further agree that such reproductions and copies may be used and introduced as evidence at any legal proceedings including, without limitation, trials and arbitrations. relating to or arising under this Agreement. 20. Entire Agreement. Bank and Customer acknowledge and agree that the Contract and any amendments hereto, and all other documents incorporated by reference therein. constitute the complete and exclusive (1' 191319 %. /; 9 u /IrJ, 06/3