Reso 2014-2242 - Laserfiche WebLink

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agrees to notify Bank immediately if' Customer believes that the confidentiality of the Access Devices has been compromised in any manner. 8.6 The Access Devices identify and authenticate Customer (including Administrator(s) and Authorized 1, Jsers) to Bank when Customer accesses or uses the Services. Customer authorizes Bank to rely on the Access Devices to identify Customer when Customer accesses or uses any of the Services, and as signature authorization for any Payment, transfer or other use of the Services. Customer acknowledges and agrees that Bank is authorized to act on any and all communications or instructions received using the Access Devices, regardless of whether the communications or instructions are authorized. Bank owns the Access Devices, and Customer may not transfer them to any other person or entity. If this Appendix is terminated. Customer's access to the Services will be immediately terminated. 8.7 Customer acknowledges and agrees that the Access Devices and other security procedures applicable to Customer's use of the Services are a commercially reasonable method for the propose of verifying whether any Payment, transfer or other use of the Services was initiated by Customer. Customer agrees to be responsible for any transmission Bank receives through the Services that is processed by Bank in accordance with the security procedures, even if such transmission is not authorized by Customer, including any fraudulent transmission by Customer's employees or agents. Customer agrees that any election Customer may make to change or waive any optional security procedures recommended by Bank is at Customer's risk and that any loss resulting in whole or in part from such change or waiver will be Customer's responsibility account. Customer further acknowledges and agrees that the Access Devices are not intended, and that it is commercially reasonable that the Access Devices are not intended, to detect any errors relating to or arising out of a payment, transfer or any other use of the Services. 8.8 If Customer has reason to believe that any Access Devices have been lost, stolen or used (or may be used) or that a Payment, transfer or other use of the Services has been or may be made with any Access Devices without Customer's permission, Customer must contact its Administrator. Customer also agrees to provide Bank with immediate notice of any actual or suspected breach in the security of or other unauthorized access to the Services through use of Customer's Computer. Such notice shall include a description of the incident in general terms: a description of the type of information or data related thereto that was the subject of unauthorized access or use: a description of what Customer has done to protect the information or data from further unauthorized access: and a telephone number or other contact information so that Bank can call for further information or inquiry. In no event will Bank be liable for any unauthorized transaction(s) that occurs with anv Access Devices. 9. Limitation of Liability. In addition to but not in lieu of the limitations of liability and related provisions contained in the parties' Contract. Bank shall have no liability for any error or delay in performing the Services and shall have no liability for not affecting a Check Image. i I': (i) Bank receives actual notice or has reason to believe that Customer has filed or commenced a petition or proceeding for relief under any bankruptcy or similar law: (ii) The ownership of funds involving a Check Image or Customer's authorized representative's authority to transmit a Check Image is in question: (iii) Bank suspects a breach of the security procedures: (iv) Bank suspects that Customer's Account has been used for illegal or fraudulent purposes: or (v) Bank reasonably believes that a Check Image is prohibited by federal law or regulation, or otherwise so provided in the Appendix. Further. Bank will not be liable to Customer for any unauthorized actions or fraud initiated or caused by Customer or its employees or agents. Bank will also be excused from failing to transmit or delay in transmitting a Check Image if' such transmittal would result in it exceeding any limitation imposed on it by any governmental or regulatory body. 10. Audit Rights and Site Visits; Internal Controls. Bank, its accountants, auditors or agents shall have the right to conduct site visits of Customer, as well as review, inspect and audit, at Bank's expense and with reasonable notice, and at any time as Bank may in good faith deem necessary or reasonable during or after the term of this Appendix, Customer's compliance with the terms of this Appendix, including but not limited to Customer's use of the Services, its Computer and security infrastructure. and the books and records of Customer related to: (i) Customer's activities hereunder and /or (ii) conformance with Customer's obligations hereunder. In addition. Bank reserves the right, in its sole and exclusive discretion, to require Customer to implement additional internal controls at Customer location(s) where use of the Services occurs and to request information from Customer relative to Customer's security infrastructure. Any review, inspection or audit to be performed by or for Bank pursuant to this Section 10 shall be conducted only during normal business hours, using reasonable care not to cause damage and not to interrupt the normal business operations of Customer. 11. Effectiveness. Customer agrees to all the terms and conditions of this Appendix. The liability of Bank under this Appendix shall in all cases be subject to the provisions of the Contract, including, without limitation. any provisions thereof that exclude or limit warranties made by. damages payable by or remedies available from Bank. This Appendix replaces and supersedes all prior agreements on file with respect to the Services and shall remain in full force and effect until termination or such time as a different or amended Appendix is accepted in I7(''- M33- 0713 -025- 43, #62 0912