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-6- <br />8. (a) Subject to the terms below, Custodian shall be entitled to rely upon any Written Instructions actually received by <br />Custodian and reasonably believed by Custodian to be duly authorized and delivered. <br />(b) If Custodian receives Written Instructions which appear on their face to have been transmitted by an Authorized <br />Person via (i) computer facsimile, email, the Internet or other insecure electronic method, or (ii) secure electronic transmission <br />containing applicable authorization codes, passwords and/or authentication keys, Customer understands and agrees that Custodian <br />cannot determine the identity of the actual sender of such Written Instructions and that Custodian shall conclusively presume that such <br />Written Instructions have been sent by an Authorized Person. Customer shall be responsible for ensuring that only Authorized Persons <br />transmit such Written Instructions to Custodian and that all Authorized Persons treat applicable user and authorization codes, <br />passwords and/or authentication keys with extreme care. <br />(c) Customer acknowledges and agrees that it is fully informed of the protections and risks associated with the various <br />methods of transmitting Written Instructions to Custodian and that there may be more secure methods of transmitting Written <br />Instructions than the method(s) selected by Customer. Customer agrees that the security procedures (if any) to be followed in <br />connection with its transmission of Written Instructions provide to it a commercially reasonable degree of protection in light of its <br />particular needs and circumstances. <br />(d) If Customer elects to transmit Written Instructions through an on-line communication system offered by Custodian, <br />Customer's use thereof shall be subject to the Terms and Conditions attached hereto as Appendix I. If Customer elects (with <br />Custodian's prior consent) to transmit Written Instructions through an on-line communications service owned or operated by a third <br />party, Customer agrees that Custodian shall not be responsible or liable for the reliability or availability of any such service. <br />9. Upon reasonable request and provided Custodian shall suffer no significant disruption of its normal activities, <br />Customer shall have access to Custodian s books and records relating [o the Account during Custodian's normal business hours. Upon <br />reasonable request, copies of any such books and records shall be provided to Customer at Customer's expense. <br />10. It is understood that Custodian is authorized to supply any information regarding the Account which is required by <br />any law, regulation or rule now or hereafter in effect. <br />11. Custodian shall no[ be responsible or liable for any failure or delay in the performance of its obligations under this <br />Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without <br />limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or <br />malfunctions of utilities, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or <br />military authority or governmental actions; it being understood [ha[ Custodian shall use its best efforts to resume performance as soon <br />as practicable under the circumstances. <br />12. Custodian is hereby authorized to assign its rights and delegate its duties hereunder to any BNY Affiliate, whenever <br />and on such terms and conditions as it deems necessary or appropriate to perform its services hereunder, without any further notice to <br />Customer. Customer agrees to be bound by all actions taken by a BNY Affiliate pursuant to the preceding sentence to the wane extent <br />as if they were taken by Custodian, it being understood and agreed that no such assignment or delegation shall discharge Custodian <br />from its obligations hereunder. Customer each further agrees that any BNY Affiliate providing services pursuant to the foregoing <br />authorization shall be entitled to all of the protections afforded to Custodian under this Agreement (including, without limitation, <br />pursuant to Articles V and VI). If so advised by Custodian, Customer shall provide Written Instructions or other information to a BNY <br />Affiliate rather than to Custodian. <br />13. Custodian shall have no duties or responsibilities whatsoever except such duties and responsibilities as are <br />specifically set forth in this Agreement, and no covenant or obligation shall be implied against Custodian in connection with this <br />Agreement. <br />ARTICLE VII <br />TERMINATION <br />Either party may terminate this Agreement by giving to the other party a notice in writing specifying the date of such <br />termination, which shall be no[ less than ninety (90) days after the date of such notice. Upon termination hereof, Customer shall pay to <br />Custodian such compensation as may be due to Custodian, and shall likewise reimburse Custodian for other amounts payable or <br />reimbursable to Custodian hereunder. Custodian shall follow such reasonable Written Instructions concerning the transfer of custody <br />of records, U.S. Securities and other items as Customer shall give; provided, that (a) Custodian shall have no liability for shipping and <br />insurance costs associated therewith, and (b) full payment shall have been made to Custodian of its compensation, costs, expenses and <br />other amounts to which i[ is entitled hereunder. If any U.S. Securities or cash remain in the Account, Custodian may deliver to