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<br />logger type of malware, on any of Customer's computers shall be presumed, unless proven otherwise by clear and convincing evidence by
<br />Customer, to constitute the failure by Customer to fulfill its duty at all times to maintain the proper functioning, maintenance and security of its
<br />own systems, services, software and other equipment, and to be the cause of any damage, loss, expense or liability which may be suffered or
<br />incurred by Customer. Customer further acknowledges that the selection and use by it of any third party security and communications software
<br />and third party service providers is the sole responsibility of the Customer and the Customer is responsible for all fees associated therewith.
<br />Bank disclaims all risks related thereto and makes no endorsement thereof, notwithstanding that the Bank may recommend certain security
<br />and /or communications software and services or provide a link to a third party site where Customer may download software.
<br />6. Security Devices. In order to communicate electronically with Bank whether via the Internet, or otherwise, to access information or effect
<br />transactions in connection with the Service, Customer shall utilize identification codes, passwords, authorization, authentication and /or
<br />encryption algorithms, tangible or intangible security tokens, cookies, digital signatures and private or public keys (individually a "Security
<br />Device" and collectively the "Security Devices ") to be issued or approved by Bank from time to time. To prevent unauthorized access to
<br />Customer's accounts and to prevent unauthorized use of the Service, Customer agrees to protect and keep confidential the Security Devices
<br />used for accessing Customer's accounts via the Service. If Customer believes someone may attempt to use or has used the Service without
<br />Customer's permission, or that any other unauthorized use or security breach has occurred, Customer agrees to immediately notify Customer's
<br />relationship officer.
<br />7. Product Rights.
<br />(a) Grant of License. To the extent Bank or its licensors make any software available to Customer via download on its website or by any
<br />other means for use in conjunction with the Service, Bank hereby grants, and Customer hereby accepts, for the term of these Service
<br />Terms, a non - exclusive, non - assignable, non - transferable, limited right and license to use the proprietary computer software products in
<br />object code and any associated documentation ( "Products ") for use only directly in conjunction with its permitted use of the Service.
<br />(b) Title. Except for the license granted to Customer hereunder, all rights and title in and to the Products, including any improvements,
<br />modifications, and derivative works, will at all times remain with Bank or its licensors, and Customer shall acquire no rights in the Products.
<br />(c) Use of Products.
<br />i) Customer agrees that the Products will be used only by Customer and Customers Affiliates, provided that each Affiliate agrees to be
<br />bound by the terms hereof and further that Customer will be liable for Customer's Affiliates' acts and omissions in connection with the
<br />Products. For purposes of this Agreement, "Affiliates" means those entities that control, are controlled by or are under common
<br />control with Customer. For purposes of this definition, "control" (including with correlative meaning, controlled by, and under common
<br />control with) means the possession, directly or indirectly, of greater than a 50% ownership interest in an entity.
<br />ii) Except as otherwise expressly provided herein, Customer will not copy, modify, or create derivative works of the Products or display,
<br />assign, sublicense, distribute, or otherwise transfer any interest in this Agreement or the Products to any third party.
<br />iii) Customer will not, and will not permit others to, reverse engineer, reverse - compile, or reverse- assemble the Products or otherwise
<br />attempt to obtain source code for the Products.
<br />iv) Customer shall use the Products solely for Customers intemal business purposes. For purposes of this clause, the expression
<br />"internal business purposes" will in no circumstance include time sharing, rental, or service bureau purposes, or the sale, marketing
<br />or (except as otherwise expressly provided herein) commercial exploitation of the Products.
<br />v) Customer will notify Bank in writing regarding any unauthorized use or disclosure of the Products immediately after it becomes known
<br />to Customer.
<br />vi) Customer acknowledges that the Products constitute trade secrets and represent significant economic and commercial value to Bank
<br />and /or its licensors and must be maintained as secret, confidential and proprietary. Customer agrees that copyright legends borne by
<br />the Products in no way reduce the trade secret, proprietary and /or confidential nature thereof. Customer will take all reasonable steps
<br />to safeguard the Products to ensure that no unauthorized disclosure or use is made, in whole or in part, and will use at least the
<br />same degree of care to prevent the unauthorized use, disclosure or availability of the Products as Customer ordinarily use in
<br />protecting Customer's own most valuable confidential and proprietary information. Customer will not remove or alter any copyright or
<br />other proprietary legends contained on the Products.
<br />vii) Customer obligations under this Section survive termination of these Service Terms.
<br />(d) Installation, Training and Maintenance. Customer will be solely responsible for the installation, training, maintenance and use of the
<br />Products. It is Customer's (and expressly not Bank's) responsibility to establish reasonable backups, accuracy checks and security
<br />precautions to guard against possible malfunctions, loss of data and unauthorized access.
<br />PN: 1125418 DOC ID: 6 Page 40 of 51
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