Reso 2014-2242 - Laserfiche WebLink

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remote computer and allow the remote computer to authenticate the user, if necessary. 4.2 Customer has the option to push files to Bank's SFTP server or have Bank pull Customer's files. For Customer push. Bank will create a drop -box directory on the SFTP server and provide Customer with a user name, password, and URL /domain name. Customer must provide an external IP address of the location sending files so that Customer's IP address can be added to access control lists within Bank's firewalls. For Bank to pull Customer's files. Bank will need a user name, password. URL /domain name. and directory from Customer so that Bank can pull files from Customer's SFTP servers. Bank and Customer will perform, to their mutual satisfaction, connectivity testing between platforms prior to Customer's use of the Services. 4.3 Customer also has the option for Bank to push Customer tiles (recommended by Bank) or Customer can pull the files from Bank's SFTP server. For Bank to push Customer's file, Bank needs Customer's URL /domain name, unique user name, password, and directory. For Customer to pull files from Bank's SFTP server, Customer must provide the external IP address of the location pulling the files so that Customer's 11' address can be added to access control lists within Bank's firewalls. If Customer chooses to pull tiles from Bank's SFTP server. then files must be PGP encrypted, since tiles will reside on an SFTP server within Bank's DMZ. Bank will need Customer's public PGP key so that Bank can encrypt tiles. Bank and Customer will perform. to their mutual satisfaction, connectivity testing between platforms and encryption testing (if necessary) on transmitted files prior to Customer's use of'the Services. 4.4 Customer will need an FTP client capable of using the SSII (Secure Shell) Protocol. It' Customer decides to pull files from Bank, Customer will need an application /utility capable of creating a PGP key pair and decrypting PGP files. 5. Security Procedures. 5.1 Customer agrees that the security procedures set girth or incorporated by reference in this Appendix, the Cash Management Master Agreement and /or associated documents provided by Bank, including without limitation the Services' Setup Form(s), are a commercially reasonable method of providing security against unauthorized access to or interception of transmissions between Customer and Bank (hereinafter the "Security Procedure "). Any transmission by Customer shall be deemed authorized if transmitted in accordance with the Security Procedure. Bank may, from time to time, modify the Security Procedure. Such modifications shall become effective upon receipt of notice by Customer or such later date as may, be stated in the Bank's notice to Customer. If Customer fails to object to such change, it shall be deemed to agree to such change. 5.2 Nothing in this Appendix shall be deemed a representation or warranty by Bank that FTP. Secure Web or SFTP communications are secure. Rather. after review of the alternatives. Customer has selected communication method that it believes best suits its needs. 5.3 Bank may, from time to time, propose different, additional or enhanced security procedures to Customer. Customer understands and agrees that if it declines to use any such enhanced procedures, it will be liable for any losses that would have been prevented by such procedures. Notwithstanding anything else contained in this Appendix, if Bank believes immediate action is required for security of Bank or Customer funds or data. Bank may initiate additional security procedures immediately and provide prompt subsequent notice thereof to Customer. 5.4 Customer hereby acknowledges that the Security Procedure is neither designed nor intended to detect errors in the content or verify the contents of a transmission between the parties. Accordingly. any errors contained in a transmission from Customer shall be Customer's responsibility. Except as otherwise expressly provided in the parties' Cash Management Master Agreement or other Appendix between the parties, no security procedure for the detection of any such Customer error has been agreed upon between Bank and Customer. 5.5 Customer is strictly responsible for establishing and maintaining procedures to safeguard against, detect and mitigate unauthorized access to or interception of transmissions. Customer covenants that no employee or other individual under Customer's control will be allowed to initiate transmissions in the absence of proper authority. supervision and safeguards, and agrees to take reasonable steps to maintain the confidentiality of the Security Procedure and any passwords, codes, security devices and related instructions provided by Bank in connection with any Security Procedure utilized by Bank and /or Customer. 11'Customer believes or suspects that any such password, code, security device. Security Procedure. information or instructions have been disclosed to or accessed by unauthorized persons. Customer agrees to notify Bank immediately followed by written confirmation as provided in the Services' Setup Form(s). 5.6 Customer shall retain data files for five (5) Business Days following the date of their transmittal by Customer as provided herein. and shall provide such data files to flank upon request. 6. 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 to or remedies available from Bank. This Appendix replaces and supersedes all prior agreements on file with respect to Data Transmission Services and shall remain in full force and effect until termination or such time as a different or amended Appendix is accepted in writing by Bank or the parties' Cash Management Master Agreement or the Contract is terminated. /8V2955769. n, 53 ,,162 0909