THE BANK OF NEW YORK -2012 - Laserfiche WebLink

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?. ? M S? l? ?R 112012 N-2012-039 Gl, ri stir+e p? arfic THE BANK OF NEW YORK ON-LINE COMMUNICATIONS SYSTEM (THE "SYSTEM") TERMS AND CONDITIONS 1. License; Use. Upon delivery to Customer of softwaze enabling Customer to obtain access to the System (the "Software"), BNY grants to Customer a personal, nontransferable and nonexclusive license to use the Software solely for the purpose of transmitting Written Instructions, receiving reports, making inquiries or otherwise communicating with BNY in connection with the Account(s). Customer shall use the Softwaze solely for its own internal and proper business purposes and not in the operation of a service bureau. Except as set forth herein, no license or right of any kind is granted to Customer with respect to the Softwaze. Customer acknowledges that BNY and its suppliers retain and have title and exclusive proprietary rights to the Softwaze, including any trade secrets or other ideas, concepts, know-how, methodologies, or information incorporated therein and the exclusive rights to any copyrights, trademarks and patents (including registrations and applications for registration of either), or other statutory or legal protections available in respect thereof. Customer further acknowledges that all or a part of the Software may be copyrighted or trademazked (or a registration or claim made therefor) by BNY or its suppliers. Customer shall not take any action with respect to the Softwaze inconsistent with the foregoing acknowledgments, nor shall Customer attempt to decompile, reverse engineer or modify the Softwaze. Customer may not copy, sell, lease or provide, directly or indirectly, any of the Softwaze or any portion thereof to any other person or entity without BNY's prior written consent. Customer may not remove any statutory copyright notice or other notice included in the Softwaze or on any media containing the Software. Customer shall reproduce any such notice on any reproduction of the Software and shall add any statutory copyright notice or other notice to the Softwaze or media upon BNY's request. 2. Equipment. Customer shall obtain and maintain at its own cost and expense all equipment and services, including but not limited to communications services, necessary for it to utilize the Softwaze and obtain access to the System, and BNY shall not be responsible for the reliability or availability of any such equipment or services. 3. Proprietazy Information. The Softwaze, any data base and any proprietary data, processes, information and documentation made available to Customer (other than which aze or become part of the public domain or are legally required to be made available to the public) (collectively, the "Information"), are the exclusive and confidential property of BNY or its suppliers. However, for the avoidance of doubt, reports generated by Customer containing information relating to the Account aze not deemed to be within the meaning of the term "Information" Customer shall keep the Information confidential by using the same care and discretion that Customer uses with respect to its own confidential property and trade secrets, but not less than reasonable