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16 <br />• Do not sign blank Paper Items. <br /> <br />• Obtain insurance coverage for these risks. <br />Claim of Unauthorized Transactions; Bank’s Rights and Liability <br /> <br />Investigation by Bank; Company’s Agreement to Cooperate. <br />Bank shall investigate any transaction Company has reported to Bank as <br />unauthorized (a “Claim of Unauthorized Transaction”). Company agrees to <br />(i) submit Company’s Claim of Unauthorized Transaction in writing to Bank <br />by completing or obtaining a declaration under penalty of perjury <br />describing Company’s Claim of Unauthorized Transaction (in an affidavit <br />form approved by Bank, if so requested); (ii) file a police report; (iii) <br />complete and return to Bank any documents requested of Company; and <br />(iv) in all respects cooperate fully at Company’s expense with Bank in Bank’s <br />investigation of Company’s Claim of Unauthorized Transaction. <br /> <br />Standard of Care. <br />Bank will meet its standard of care for Company’s Account by exercising <br />ordinary care in the transaction at issue. When Bank takes an Item for <br />processing by automated means, “ordinary care” does not require Bank to <br />examine the Item. In all other cases, “ordinary care” requires only that Bank <br />follow standards that do not vary unreasonably from the general standards <br />followed by similarly situated banks. Bank’s policies and procedures are <br />general internal guidelines for Bank’s use and do not establish a higher <br />standard of care for Bank than is otherwise established by the laws <br />governing this Agreement. A mere clerical error or an honest mistake will <br />not be considered a failure of Bank to perform any of its obligations. If Bank <br />waives any of its rights as to Company or Company’s Account on one or <br />more occasions, it will not be considered a waiver of Bank’s rights on any <br />other occasion. <br /> <br />Limitation of Liability; Indemnification. <br />Whether in connection with Company’s Account or a Service, in no event <br />will either party to this Agreement or its respective directors, officers, <br />employees, or agents be liable to the other party for any special, <br />consequential, indirect or punitive damages, whether any claim is based <br />on contract or tort or whether the likelihood of such damages was known <br />to either party. The foregoing limitation of liability will not apply where <br />expressly prohibited by the laws governing this Agreement. Bank will not <br />have any liability to Company if there are insufficient available funds in <br />Company’s Account to pay Company’s Items due to actions taken by (i) <br />Bank in accordance with this Agreement or (ii) any third party. Except to the <br />extent that Bank fails to exercise ordinary care or breaches this Agreement, <br />6.1.D. - Page 58