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�{. . , �' - use or distribution of tha saftware by Company or any person gaining access to the software thraugh Company that(s inconsistent with the Iicense or sublicense. ' . • ' . 9.7 Bank wilf only be Ilable-to Company for its direct monefary losses or damages due to Bank's negligence or breach of this Master Agreement. In no event wfli either party to this Master Agreement be liable to the other party for any special,consequentia[,inddental(includtng without limitation court costs and attorneys'fees),fndirect,or punittve losses ot damages,whether any ciaim is based on contract or torE,or whether the flkellhood of such losses ar ' damages was known to the ather party and regardless of ths form of the claim or action. . 10.General. 10.1 � The Service Documentation wili be govemed by substant}ve federal laws,regulations and rules and,to the .extent such taws,regulations and rules are not appEicable,those of the state fn which the prindpal office of the Bank �fdentified on the Acxeptance fs located,without regard to canflicts of Iaws princlples.My portion of the Servica Documentatlon which Is inconsisfent wlth applicable laws,regu[ations or rules wili be deemed modified and applied in . a manner consistenf therewith,and Bank wilf incur no[labfllty ta Company as a resulf of the Iriconslstency or . modiflcatioh ahd appllcatlon.If-any portion af the Ser�rice Docitmentation is deemed unenforceatile or invalid,it will not otherwise affect the snforceab(Ilty or validity of the Servlce bocumentation. . ,10.2 The Servlce Dacumentation is#he entira agreement between Bank and Company and supersedes all prior � representations,conditians,warranties,undetstandings,•proposa[s or agreements regarding a Serrike.No course of • dealfng or waiver of any�ight on one occasiori w111 consdtufe a modiflcation of the Service Rocumentation or be a waiver of that tight on a subsequent occasion. • ' _ 10.3 Campany agrees to provide Bank promptly upon Bank's request any exlsfing financial statements or other � • information pertaining to Company's financiai condiiion or sny prevlously unprepared flna�cial statements which Bank ' may require Company to prepare andJor ta be audited ar revfewed by tndependent certifled pubiic accounfarits acceptable to Bank. � • . 10.4 Compa�y expressly warrants that a Senrice wili not be used in a manner whlch violates any federal or stete � law including wfthout ElmitaHon any sariction or control administered by the Office of Forefgn Assets Control or Bureau of Expo�f Administrafton. . � . 10.5 Sectians 4,5,6,8, 9,10.4 and 10.5 of this Master Agreement will survive term€nafwn of this Maste� . Agreerw�ent. 10.B Either party may provide na�ce to the other party by rrrail,personal delivery;or electronic transmisslon. Bank - shal!use fhe most recent addres's for Company in Bank's records,end any notice from Bank wlll be effective when � sent.Company shall use the address where Company's relationship manager or other manager is located and address any notice to the attentton of such manager.Any notice from Company wlll be effective when actually � � receivect by Benk.Bank will be enfitled to rely on any notice irom Cornpany that I believes in gaod fafth was , authorfzed by an authorized representa8ve of Company and,except as expressly sfated in the Service � Documentation,shal!heve no obligatfon to veriiy the sfgnature(includfng an electronic signature).Each party wfll • have a reasonahls time after receipt of any noticg to act on it. .� . • _ 1U.7 All uses of the Servtcss through Company's ID codes,passwords,token cards, PINs,or passcodes(each,a °Code'�wilf be deemed to bs authorized by and binding on Company.Company's failure to protect Codes may allow an unauthorized party to a)use the Services,b)access Company's electronic communications and financial data, ' and c)send or receive informatlon and communlcations fo Bank.Unencrypted electronic transmissions are not secure and Compsny assumes the enfir�risk for unauthorized use of Codes and any unencrypted electronic ' transmisstons. . 10.8 Company may not assign or transfer its rights or obiigations with respect to the Service Documentafion without Bank's prtor w�ftten cansent.Bank may assign its rights and abligations wifh respect to the ServEce • Qocumentatlon to any successor by merger,consolidation or carporate reorganizatian. � 10.9 Unless ofhetw}se pmvided in the Service Docuinantation,the term"Banking�ay�'mesns that part of a business day occurring prior to the eutoff tEme determined in accordance with Sank's app[Eqble funda avaltabtiity pQiicy. . �.o� . � •� . � MasterAgreemenf TM-f450 revlsed 3/1/04 � Page 3 of3 {Modlfied for Redwood Cffy(07.27.2004j) �