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<br /> . or faxes fhat are ndt paid withfn thirty(3U)days of the due date and shall apply payments and other reducEions of
<br /> amounts owed flrst to unpaid interesf and then to ather fess and charges. ' .
<br /> 6. Conflclenfia!Informatian. Unless otherwise pro�lded in ihe Setuice Documentation,ali User Guides and computer
<br /> programs provided pursuant to thls MasterAgreement constitute Bank's nr ifs vendo�'s confdential information
<br /> ("Confrdentl�l information").Bank or its vendor w€II remain the sale ownar of a�such Confldential Informafian,and
<br /> Company wlll not acqufre any interest in or rights to it as a result of Company's use of any Senrice axcept as set farth
<br /> ln the Senrice Documentetlon.Company will maintafn the confident€ality of the Confldential Infcrmation and wi11 not
<br /> . • disclose(w permit t�s employees or agenfs to disclose),copy,t�ansfer,sublicense or othetwlse make any of it
<br /> available to any person or entity,other than its employees who have a need to use the Confidentfal Inforrnation in .
<br /> cannecfion with ihe applicable Senrice.Company ahall notify Bank immediately If it knows or susp�cts that there has
<br /> been eny unaufhodzed disclosure,possession,use ar knowledge(each,an"Unauthorized Use")of any Confidentlai .
<br /> {nfarmation,and if it is responsible for the Unauthorized Use,it wiil,at its expense,promptly take all ac�ons,including
<br /> wfthout IimitaUon initiating court proceedings to recover possession or prevent further U�autharized Use of the
<br /> Confidenfial lnformation and obtain redress for any injury caused to Bank as a result of such Unauthodzed Use.In
<br /> � � addifion,except as permitted by applicable Iaw,Company may�ot decompile,reverse enginser,disassemble, .
<br /> modlfy,or create derivative works of any computer program provided'pursuant to this Master Agreement. •
<br /> 7. Third Party Natworks; Use.of Required SofEware. If Bank determines that any funds fransfer or communfcations
<br /> netwark,Intemet service provider,or other system(s)It has selected to provide�a Servlce is unavailabte,tnaccesstble .
<br /> or otherwlse unsuitable for use by Bank or Company,Bank may,upon natice to Company,suspend or cliscontinue
<br /> the affecied Service.Comparry shail use and maintain in goad working order(and et its own expense)soflware,
<br /> hardware and ather equipmenf necessary for Company ta use the Service(s)1n accordance with the Service
<br /> � Documentafioo. •
<br /> 8. No Representations ar Warranttes of Bank or Soflware Vendor. Neither Bank nor any soRware vendor makes
<br /> any express or impAed Cepresentatioris ar warran8es with respect to the Serv(ces or any sofiware used fn connection
<br /> with the ServiCes(nduding without Iimitation any warranty as to the merchentability or fifness for a patticular purpose,,
<br /> • ottier than those expressly set farth in the Service Documentation.
<br /> 9. Liabiltty and Indemnl�ication. , � �
<br /> � 9.4 Bankwill pertorm each Seniice in aoi:ordancewith reasonabEe cornmercial standards appllcable to Bank's
<br /> , business;lews,regula8ons and opereting circulars goveming the activities of 8ank;applicable filnds fransfer
<br /> system(s)and alearinghouse t�t�les;anci the Service Documentation. ' �
<br /> 9.2 Bank ls under.no obifgatlon to honor,in whale or in part,any entry,81e,batch release,payment order,
<br /> �ransaction or instructlon(each,an"Order"),which a)exceeds Company's avaflable funds on deposit in an AccouM
<br /> with Bank related to the Order,unless otherwise provided in the Ssrviae Documentatlon;bj[s not in accordance with
<br /> the Service Documentafion or Bank's applicabfe policies,pracedures or practEces as Bank may from time to time
<br /> estahiish and make avallsble to Company;c)Bank has reason ta betfeve may not been duly authorized,should nat -
<br /> be honored fa�ifs or Companys protection,or involves tunds subject to a hold,dispute,restriction or legal process .
<br /> � . that prevents theirwithdrawal;or d)would possibly result in Bank viofating any appticable rule or reguEatian of any
<br /> � federal or sfste regulatory autFiariiy including without limitatlon any Fedaral Resetve risk control program or
<br /> . guideltnes sucft as the limitatfons o�Bank`s inira-day nst funds pos(fion. '
<br /> 9.3 Campany shatE promPtty furnish-written proof of loss ta Bank and notify Bank If it becames aware of any third
<br /> . party claim related ta a Service.Compan�shall cooperate fully(and at its own expense)with Bank�n recovering a
<br /> loss.If Company ts reimbursed by or on behatf af Bank,Bank or its designee will be subrogated to all Rghts of
<br /> Company. � � -
<br /> 9.4 Any cEaim,action,or proceeding against Bank for I�sses ar damages arising from a Servlce,Enduding Bank's
<br /> horwring or dishonoring e check covered by a Service,must be broughf withfn one(1)year from tha date of the acf or
<br /> omission or in the case of a check irom the date the check was flrst paId or retumed by Bank. �
<br /> 9.5 Bank wi[I have no Eisbility for failure to pertorm or delay in pertorming a Sarv►ce if the failure or delay is due
<br /> to c}rcumstances beyond Bank's reasonable confrol.
<br /> 9.6 Except in the case of Bank's negligence or}ntentional misconduct, Company shap indemnity and hold Bank,
<br /> . its directors,officers,employees and agents harmless from all losses ar damages that arise out of a)the performance •
<br /> of a ServEce in accordance with the Service Documentatlon including without limitation any warranty 8ank is required
<br /> to make io a fhird party in connection wilh a Service;b)an ect ar omission of arry agent,couder or autharizad
<br /> represer�ta�ve of Company;and c)ff the Service includes a Hcense or subilcense of sny software to Company,tha�
<br /> MasferAgreement TNJ-9450 revlsed�l/.04 Page 2 of 3 4�
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