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otherwise expressly prohibited or limited by law. Customer <br />agrees to indemnify and hold Bank harmless from any and <br />all claims, liabilities, losses, damages, costs and expenses <br />(including its reasonable attorneys' fees) that Bank may <br />incur or that may be asserted by any person or entity <br />against Bank, in accordance with the terms of the Account <br />Agreement. and that may be incurred by Bank relating to or <br />arising out of its refusing or accepting payment of ACII <br />Debit Entries or receipt of' ACH Credit Entries in <br />accordance with Customer's ACI► Authorizations, <br />including, without limitation, any claim that the return of <br />any blocked ACH Entry is improper as against the ACII <br />Originator or its Originating Depository Financial <br />Institution. Notwithstanding the foregoing. Bank shall have <br />no right to be indemnified hereunder for losses resulting <br />from its own gross negligence or willful misconduct as <br />finally determined by a court of competent jurisdiction, or <br />as otherwise limited or prohibited by applicable law. <br />including. without limitation, Section 768.28 of the Florida <br />Statutes. as applicable and as the same may be amended <br />from time to time. <br />6. Term and Termination. <br />6.1 This Agreement shall be cfTective when <br />(i) signed by an Authorized Representative of Customer <br />and accepted by Bank, and (ii) Customer delivers to Bank <br />all documents and information reasonably required by <br />Bank prior to commencing providing the Services. <br />6.2 Except as otherwise expressly set forth <br />herein, this Agreement shall continue in effect until <br />terminated by either party on five (5) days' prior written <br />notice. Notice for Customer must be provided by an <br />Authorized Representative. Termination will occur <br />automatically upon the closure of the Account(s). <br />6.3 Any termination of this Agreement. <br />whether initiated by Customer or Bank, will not affect any <br />of Customer's or Bank's rights and obligations under this <br />Agreement which have arisen before the effective date of <br />termination of this Agreement. In addition. the provisions <br />of this Agreement relating to Customer's and Bank's <br />liability. Customer's indemnification of Bank. and the <br />disclaimer of warranties shall survive the termination of <br />this Agreement. <br />7. Force Majeure. Neither party shall bear <br />responsibility for non - performance of this Agreement to the <br />extent that such non - performance is caused by an event <br />beyond that party's control, including, but not necessarily <br />limited to. tire. casualty, breakdown in equipment or failure <br />of telecommunications or data processing services, lockout. <br />strike, unavoidable accident, act of God, riot, war or the <br />enactment. issuance or operation of any adverse <br />governmental law. ruling, regulation. order or decree, or an <br />emergency that prevents Bank from operating normally. <br />8. Entire Agreement; Changes to the Services <br />and this Agreement. Bank and Customer acknowledge <br />and agree that the Contract, this Agreement and any <br />amendments hereto. the Account Agreement, and all other <br />documents incorporated by reference therein, constitute the <br />complete and exclusive statement of the agreement <br />01062 <br />between them with respect to the Services, and supersede <br />any prior oral or written understandings, representations, <br />and agreements between the parties relating to the Services. <br />Bank may change the Services and this Agreement <br />(including any Amended Agreement) in accordance with <br />the terms of the Account Agreement. Customer will <br />remain obligated under this Agreement, including without <br />limitation, being obligated to pay all amounts owing under <br />this Agreement, even if Bank amends this Agreement. <br />9. Severability. if any provision of this Agreement <br />shall be determined by a court of competent.jurisdiction to <br />be unenforceable as written. that provision shall be <br />interpreted so as to achieve. to the extent permitted by <br />applicable law, the purposes intended by the original <br />provision, and the remaining provisions of this Agreement <br />shall continue intact. In the event that any statute. <br />regulation or government policy to which Bank is subject <br />and that governs or affects the transactions contemplated by <br />this Agreement, would invalidate or modify any portion of <br />this Agreement, then this Agreement or any part thereof <br />shall be deemed amended to the extent necessary to comply <br />with such statute. regulation or policy, and Bank shall incur <br />no liability to Customer as a result of Bank's compliance <br />with such statute. regulation or policy. <br />10. Successors. This Agreement shall be binding <br />upon and inure to the benefit of' the parties and their <br />successors and permitted assigns. <br />11. Non - Waiver. No deviation from any of the <br />terms and conditions set forth or incorporated in this <br />Agreement shall constitute a waiver of any right or duty of' <br />either party. and the failure of either party to exercise any <br />of its rights hereunder on any occasion shall not be deemed <br />to be a waiver of such rights on any future occasion. <br />12. Governing Law; Conflicts. Any claim, <br />controversy or dispute arising under or related to this <br />Agreement shall be governed by and interpreted in <br />accordance with federal law, and. to the extent not <br />preempted or inconsistent therewith. by the laws of the <br />State of Florida. In the event of' a conflict between the <br />provisions of this Agreement and any applicable law or <br />regulation. this Agreement shall be deemed modified to the <br />extent necessary to comply with such law or regulation. <br />13. Notices. All notices required or permitted by this <br />Agreement (including all documents incorporated herein by <br />reference) to be given shall be sent by first class mail, <br />postage prepaid, and addressed to Bank at the address <br />provided to Customer in writing for that purpose or to <br />Customer at the address associated with Customer's <br />Account. All such notices shall be effective upon receipt. <br />14. Beneficiaries. This Agreement is for the benefit <br />only of the undersigned parties hereto and is not intended to <br />and shall not be construed as granting any rights to or <br />otherwise benefiting any other person. <br />15. Documentation. The parties acknowledge and <br />agree that all documents evidencing, relating to or arising <br />from the parties' relationship may be scanned or otherwise <br />imaged and electronically stored and the originals <br />MM <br />