Reso 2014-2242 - Laserfiche WebLink

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statement of' the agreement between them with respect to the Services. and supersede any prior oral or written understandings. representations, and agreements between the parties relating to the Services. 21. Amendments. Bank may, at any lime, amend this Agreement. the Services or Appendices in its sole discretion and from time to time where such amendments apply to all or substantially all of the Bank's Cash Management Services customers. except to the extent that any such amendments contravene any provisions of this Agreement or the provisions of the Contract that the parties previously amended, customized or otherwise specially - negotiated. Bank may provide notice to Customer of such amendments in accordance with the provisions of the Contract. Customer may terminate this Agreement. including any associated Appcndix(ces). immediately upon its receipt of notice of an amendment that is not acceptable to Customer. Except as expressly provided otherwise in this Agreement. any such changes generally will be effective immediately upon notice to Customer as described below. Customer will be deemed to accept any such changes if Customer accesses or uses any of the Services after the date on which the change becomes effective. Customer will remain obligated under this Agreement and any Appendices. including without limitation. being obligated to pay all amounts owing thereunder. even if Bank amends this Agreement or any Appendices. Notwithstanding anything to the contrary in the Contract. this Agreement or in any Appendix, if Bank believes immediate action is required for security of Bank or Customer funds. Bank may immediately initiate changes to any security procedures and provide prompt subsequent notice thereof to Customer. 22. Severability. If any provision of this Agreement shall be determined by a court of competent.jurisdiction to be unenforceable as written, that provision shall be interpreted so as to achieve, to the extent permitted by applicable law, the purposes intended by the original provision. and the remaining provisions of this Agreement shall continue intact. In the event that any statute. regulation or government policy to which Bank is subject and that governs or affects the transactions contemplated by this Agreement. would invalidate or modify any portion of this Agreement, then this Agreement or any part thereof shall be deemed amended to the extent necessary to comply with such statute. regulation or policy. and Bank shall incur no liability to Customer as a result of Bank's compliance with such statute. regulation or policy. 23. Assignment and Delegation. Bank may not assign any of its rights or delegate any of its responsibilities in whole or in part without notice to or consent from Customer. Notwithstanding the foregoing. for the purposes of this Agreement. Customer acknowledges and agrees that the acquisition of all or substantially all of Bank's assets by another institution shall not be deemed an assignment. nor shall the transfer of this Agreement or any of Bank's rights or obligations hereunder to an affiliate be considered an assignment. Additionally, for any subcontracting or assignment for which Bank must otherwise obtain the Customer's consent, such consent shall not be unreasonably withheld. Customer may not assign, delegate or otherwise transfer its rights or responsibilities under this Agreement without Bank's prior written consent, which consent Bank may grant or withhold in its sole discretion. 24. Successors. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. 25. Non - Waiver. No deviation from any of the terms and conditions set forth or incorporated in this Agreement shall constitute a waiver of any right or duty of either party, and the failure of either party to exercise any of its rights hereunder on any occasion shall not be deemed to be a waiver of such rights on any future occasion. 26. INTENTIONALLY OMITTED 27. Notices. 27.1 Except as otherwise expressly provided in this Agreement, all notices that are required or permitted to be given by Customer (including all documents incorporated herein by reference) shall be sent by first class mail. postage prepaid, and addressed to Bank at the address provided to Customer in writing for that purpose. All such notices shall be effective upon receipt. 27.2 Customer authorizes Bank to, and Customer agrees that Bank may, send any notice or communication that Bank is required or permitted to give to Customer under this Agreement. including but not limited to notice of any change to the Services, this Agreement or any Appendix. to Customer's business mailing address or Customer's business e -mail address as it appears on Bank's records, or electronically by posting the notice on Bank's website, on an Account statement or via facsimile. and that any such notice or communication will be effective and deemed delivered when provided to Customer in such a manner. Customer agrees to notify Bank promptly about any change in Customer's business mailing or Customer's business e -mail address and acknowledges and agrees that no such change will be effective until Bank has had a reasonable opportunity to act upon such notice. Customer agrees that Bank may consider any such notice or communication as being given to all Account owners when such notice or communication is given to any one Account owner. 28. Jury Trial Waiver. 13ANK AND CUSTOMER FAC11 AGREE THAT NEITHER BANK NOR CUSTOMER SHALL (1) SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING. COUNTERCLAIM. OR ANY OTHER ACTION BASED UPON, OR ARISING OUT OF, TI IIS AGRFF,MENI' OR ANY ACCOUNT OR THE DEALINGS OF THE RELATIONSHIP BETWEEN BANK AND CUSTOMER. OR (11) SEEK 1-0 CONSOLIDATE ANY SUCII ACTION WITH ANOTHER IN WHICH A JURY TRIAL, CANNOT BE OR IIAS NOT BEEN WAIVED. THE PROVISIONS OF THIS SECTION SHALL, BE SUBJECT TO NO jW1913697 . 1,1 10 of6, 0613