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<br />b) Exercise ordinary care in the performance of Bank's obligations under this Agreement and any Attachment,
<br />including the maintenance of the confidentiality of Customer's account and of any identification device,
<br />symbol, or code utilized by Customer in obtaining a Service.
<br />
<br />c) Not be responsible for any liability, loss or damage resulting from any delay in its performance of, or from
<br />any failure to perform, its responsibilities under this Agreement or any Attachment, or for any error in
<br />transmission which: (i) was not caused by the Bank's gross negligence or willful misconduct; (ii) results
<br />from any malfunction, including date related processing, that may occur in Customer's computer software
<br />or computer system; or (iii) from an act of God; a natural catastrophe or event, whether or not abetted or
<br />aggravated by human or unnatural agencies; the unavailability, interruption, or malfunction of
<br />communications facilities or utilities; acts of, delays, or failures to act by other banks or financial
<br />institutions, intennediaries or their personnel; and criminal acts by persons other than Bank personnel; or
<br />any other circumstances beyond the Bank's control.
<br />
<br />d) Consistent with any security procedures agreed upon between Bank and Customer, confirm the identity of
<br />any person executing a transaction pursuant to this Agreement or any Attachment. The Bank, otherwise,
<br />may rely upon any written or verbal instruction by any person if the bank reasonably believes such authority
<br />is genuine and shall not be liable or responsible for any action taken or not taken in accordance thereof.
<br />
<br />e) Indemnify and hold Customer harmless against any loss, damage, deficiency, penalty, cost or expense
<br />claims brought against Customer to the extent that such claims arise out of the Bank's gross negligence or
<br />willful misconduct. Any liability of Bank to Customer shall be limited to direct losses suffered by
<br />Customer, not to exceed the sum of the fees and charges then imposed for Services purchased by Customer
<br />hereunder for a period of one year.
<br />
<br />EXCEPT AS PROVIDED IN THIS AGREEMENT, THE BANK MAKES NO REPRESENT A TION OR
<br />WARRANTY, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING WITHOUT LIMITATION
<br />ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO
<br />EVENT AND UNDER ANY CIRCUMSTANCES SHALL BANK BE LIABLE FOR ANY SPECIAL,
<br />INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, INCLUDING, WITHOUT
<br />LIMITATION, LOSS OF PROFITS, EVEN IF THE BANK HAS BEEN ADVISED OF THE POSSIBILITY OF
<br />SUCH DAMAGES.
<br />
<br />4. Term.
<br />a) This Agreement shall remain in full force and effect on the same terms and conditions as expressed herein,
<br />or as may be amended, until such time as it is terminated by either party as provided herein. Subject to
<br />section 4(b) and 4(c), either party may terminate this Agreement or any Service by giving thirty (30) days
<br />prior written notice to the other party. The liabilities of the parties shall cease on the effective date of
<br />termination, except as to events that shall have previously occurred.
<br />
<br />b) All Services are provided subject to applicable laws and rules. In the event Bank reasonably determines it
<br />is no longer able to provide a Service due to a change in laws or rules, this Agreement or a specific Service
<br />may be terminated immediately upon written notice by Bank to Customer.
<br />
<br />c) In the event of Customer's failure to perform or observe any of the conditions, covenants, and restrictions
<br />herein set forth, or if in the good faith opinion of Bank the Customer is involved in illegal or unethical
<br />business practices or is financially unstable and/or the prospect of payment or performance has been
<br />impaired, then in addition to any other available remedies, Bank may terminate this Agreement or any
<br />Service immediately by giving written notice to Customer.
<br />
<br />5. Miscellaneous.
<br />
<br />Bank may amend this Agreement and any Attachment, including any provision as to fees, by giving Customer
<br />prior written notice of the amendment, but this Agreement may not otherwise be amended or assigned except in
<br />writing signed by both parties.
<br />
<br />a) Any notice under this Agreement shall be deemed given: (i) to Bank when such notice is received at its
<br />Corporate Services Division or at such other location as Bank may hereafter provide to Customer in writing;
<br />
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<br />
<br />TSOOI (Rev. 03/29/ll)
<br />
<br />Pg. 20f3
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