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<br />(b) Title. Except for the license granted to Customer hereunder, all rights and title in and to the Products, including any improvements,
<br />modifications, and derivative works, will at all times remain with Bank or its licensors, and Customer shall acquire no rights in the Products.
<br />(c) Use of Products.
<br />1) Customer agrees that the Products will be used only by Customer and Customer's Affiliates, provided that each Affiliate agrees to be
<br />bound by the terms hereof and further that Customer will be liable for Customer's Affiliates' acts and omissions in connection with the
<br />Products. For purposes of this Agreement, "Affiliates" means those entities that control, are controlled by or are under common
<br />control with Customer. For purposes of this definition, "control" (including with correlative meaning, controlled by, and under common
<br />control with) means the possession, directly or indirectly, of greater than a 50% ownership interest in an entity.
<br />ii) Except as otherwise expressly provided herein, Customer will not copy, modify, or create derivative works of the Products or display,
<br />assign, sublicense, distribute, or otherwise transfer any interest in this Agreement or the Products to any third party.
<br />iii) Customer will not, and will not permit others to, reverse engineer, reverse - compile, or reverse - assemble the Products or otherwise
<br />attempt to obtain source code for the Products,
<br />iv) Customer shall use the Products solely for Customer's internal business purposes. For purposes of this clause, the expression
<br />"Internal business purposes" will in no circumstance include time sharing, rental, or service bureau purposes, or the sale, marketing
<br />or (except as otherwise expressly provided herein) commercial exploitation of the Products.
<br />v) Customer will notify Bank in writing regarding any unauthorized use or disclosure of the Products immediately after it becomes known
<br />to Customer,
<br />vi) Customer acknowledges that the Products constitute trade secrets and represent significant economic and commercial value to Bank
<br />and /or its licensors and must be maintained as secret, confidential and proprietary. Customer agrees that copyright legends borne by
<br />the Products in no way reduce the trade secret, proprietary and /or confidential nature thereof. Customer will take all reasonable steps
<br />to safeguard the Products to ensure that no unauthorized disclosure or use is made, in whole or in part, and will use at least the
<br />same degree of care to prevent the unauthorized use, disclosure or availability of the Products as Customer ordinarily use in
<br />protecting Customer's own most valuable confidential and proprietary information. Customer will not remove or alter any copyright or
<br />other proprietary legends contained on the Products.
<br />vii) Customer obligations under this Section survive termination of these Service Terms.
<br />(d) Installation, Training and Maintenance. Customer will be solely responsible for the installation, training, maintenance and use of the
<br />Products. It is Customer's (and expressly not Bank's) responsibility to establish reasonable backups, accuracy checks and security
<br />precautions to guard against possible malfunctions, loss of data and unauthorized access.
<br />(e) Patent Infringement. In the event the Products become, or in Bank's opinion are reasonably likely to become, the subject of a claim of
<br />Infringement, Customer will allow Bank, at its option and expense, to replace the Products with a non - infringing alternative, modify the
<br />Products so that they become non - infringing or terminate the license.
<br />(f) Risk of Loss. Customer will bear the entire risk of loss, destruction and damage to the Products from any cause whatsoever, and no
<br />such loss, destruction or damage shall impair any of Customer obligations hereunder which shall continue in full force and effect.
<br />8. New Features. Bank may, from time to time, introduce new features to the Service or modify or delete existing features in its sole
<br />discretion. Bank shall notify Customer of any of these changes to features if Bank is legally required to do so. By using any new or modified
<br />features when they become available, Customer agrees to be bound by the rules concerning these features.
<br />9. Audit Rights. Customer agrees that Bank has the right to audit Customer's processes and procedures for managing and maintaining the
<br />security and safety of the scanner, the transmission of the images and the original Items as defined below and that Bank has the right to audit
<br />Customer's physical locations where the scanners are used and original items are stored as well as Customer's processes for secure
<br />destruction of the original Items.
<br />10. Indemnification. In addition to the indemnities contained in the Account Documentation, Customer agrees to defend, indemnify and hold
<br />Bank, its officers, affiliates, employees and agents harmless from any actions, claims, losses, demands, liabilities, litigation or damages
<br />(including reasonable attorneys' fees) arising from or in connection with:
<br />(a) Customer's breach of any of the warranties made by Customer pursuant to these Service Terms,
<br />(b) Customer's use of the Service or the use of the Service by anyone using Customer's Security Device in breach of its obligations to any
<br />third party or applicable law, or
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