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<br />APPENDIX I
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<br />ON-LINE BANKING AND COMMUNICATIONS SYSTEMS (THE "SYSTEMS")
<br />TERMS AND CONDITIONS
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<br />1. License' Use. (a) This Appendix I shall govern Customer's use of online communications, information delivery, and electronic banking systems,
<br />that Custodian may provide to Customer, such as The Bank of New York Inform ™ and The Bank of New York CA$H-RegisterPluse, and any computer software and
<br />docwnentation provided by Custodian to Customer in connection therewith (collectively, the "Systems"). In the event of any conflict between the terms of this
<br />Appendix I and the main body of this Agreement with respect to Customer's use of the Systems, the terms of this Appendix I shall control.
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<br />(b) Upon delivery to Customer of System access codes, Custodian grants to Customer a personal, nontransferable and nonexclusive license to use the
<br />Software and the System solely for the purpose of transmitting Written Instructions, receiving reports, making inquiries or otherwise cOinmunicating with Custodian in
<br />connection with the Account(s). Customer shall use the Systems solely for its own internal and proper business purposes and not in the operation of a service bureau.
<br />Except as set forth herein, no license or right of any kind is granted to Customer with respect to the Systems. Customer acknowledges that Custodian and its suppliers
<br />retain and have title and exclusive proprietary rights to the Systems, including any trade secrets or other ideas, concepts, know-how, methodologies, or information
<br />incorporated therein and the exclusive rights to any copyrights, trade dress, look and feel, trademarks and patents (including registrations and applications for
<br />registration of either), or other statutory or legal protections available in respect thereof. Customer further acknowledges that all or a part of the Systems may be
<br />copyrighted or trademarked (or a registration or claim made therefor) by Custodian or its suppliers. Customer shall not take any action with respect to the Systems
<br />inconsistent with the foregoing acknowledgments, nor shall Customer attempt to decompile, reverse engineer or modifY the System. Customer may not copy, sell,
<br />lease or provide, directly or indirectly, the Systems or any portion thereof to any other person or entity without Custodian's prior written consent. Customer may not
<br />remove any statutory copyright notice or other notice included in the System or on any media containing the Systems or any portion thereof. Customer shall reproduce
<br />any such notice on any reproduction of a System and shall add any statutory copyright notice or other notice to the Systems or media upon Custodian's request.
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<br />(c) If Customer subscribes to any database service provided by Custodian in connection with its use of the Systems, delivery of such database to Customer
<br />shall constitute the granting by Custodian to Customer of a non-exclusive, non-transferable license to use such database for so long as this Appendix I is in effect. It is
<br />understood and agreed that any database supplied by Custodian is derived from sources which Custodian believes to be reliable but Custodian does not, and cannot for
<br />the fees charged, guarantee or warrant that the data is correct, complete or current. All such databases are provided as an accommodation by Custodian to its customers
<br />and are compiled without any independent investigation by Custodian. However, Custodian will endeavor to update and revise each database on a periodic basis as
<br />Custodian, in its discretion, deems necessary and appropriate. Customer also agrees that Customer will promptly install all updates and revisions to each database
<br />which Custodian provides and that Custodian cannot bear any responsibility whatsoever for Customer's failure to do so. CUSTODIAN IS NOT RESPONSffiLE FOR
<br />ANY RESULTS OBTAINED BY CUSTOMER FROM USE OF DATABASE SERVICES PROVIDED BY CUSTODIAN.
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<br />2. Eauioment. Customer shall obtain and maintain at its own cost and expense all equipment and services, including but not limited to
<br />communications services, necessary for it to utilize and obtain access to the Systems, and Custodian shall not be responsible for the reliability or availability of any
<br />such equipment or services.
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<br />3. Pronrietarv Information. The Systems, any data base and any proprietary data, processes, information and documentation made available to
<br />Customer (other than which are or become part of the public domain or are legally required to be made available to the public) (collectively, the "Information"), are the
<br />exclusive and confidential property of Custodian or its suppliers. However, for the avoidance of doubt, reports generated by Customer containing information relating
<br />to the Account(s) are not deemed to be within the meaning of the term "Information". Customer shall keep the Information confidential by using the same care and
<br />discretion that Customer uses with respect to its own confidential property and trade secrets, but not less than reasonable care. Upon termination of the Agreement or
<br />the licenses granted herein for any reason, Customer shall retum to Custodian any and all copies of the Information which are in its possession or under its control.
<br />The provisions of this Section 3 shall not affect the copyright status of any of the Information which may be copyrighted and shall apply to all information whether or
<br />not copyrighted.
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<br />4. Modifications. Custodian reserves the right to modifY the System from time to time and Customer shall implement new releases of the Systems
<br />as Custodian may direct. Customer agrees not to modifY or attempt to modify the System without Custodian's prior written consent. Customer acknowledges that any
<br />modifications to the Software, whether by Customer or Custodian and whether with or without Custodian's consent, shall become the property of Custodian.
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<br />5. NO REPRESENTATIONS OR WARRANTIES. CUSTODIAN AND ITS MANUFACTURERS AND SUPPLIERS MAKE NO WARRANTIES
<br />OR REPRESENTATIONS WITH RESPECT TO THE SYSTEMS, ANY SERVICES OR ANY DATABASE, EXPRESS OR IMPLIED, IN FACT OR IN LAW,
<br />INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER
<br />ACKNOWLEDGES TIIAT THE SOFTWARE, THE SYSTEMS, ANY SERVICES AND ANY DATABASE ARE PROVIDED "AS IS." TO THE FULLEST
<br />EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ANY DAMAGES, WHETHER
<br />DIRECT, INDIRECT SPECIAL, OR CONSEQUENTIAL, WHICH CUSTOMER MAY INCUR IN CONNECTION WI1H THESYSTEMS, SERVICES OR ANY
<br />DATABASE, EVEN IF CUSTODIAN OR SUCH SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL
<br />CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ACTS OF GOD, MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR
<br />MALFUNCTION OF COMMUNICATION FACILITIES, LABOR DIFFICULTIES OR ANY OTHER SIMILAR OR DISSIMILAR CAUSE BEYOND THEIR
<br />REASONABLE CONTROL.
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<br />6. Security. Reliance: Unauthorized Use. Custodian will establish security procedures to be followed in connection with the Systems. Customer
<br />understands and agrees that the security procedures are intended to detennme whether instructions received by Custodian through the Systems are authorized but are
<br />not (unless otherwise specified in writing) intended to detect any errors contained in such instructions. Customer will cause all persons utilizing the Software and the
<br />Systems to treat all applicable user and authorization codes, passwords and authentication keys with the highest degree of care and confidentiality. Custodian is hereby
<br />irrevocably authorized to comply with and rely upon on Written Instructions, whether or not authorized, received by it through the Systems in accordance with the
<br />security procedures. Customer acknowledges that it is its sole responsibility to assure that only Authorized Persons use the Systems and that to the fullest extent
<br />permitted by applicable law Custodian shall not be responsible nor liable for any unauthorized use thereof or for any losses sustained by Customer arising from or in
<br />connection with the use of the Systems or Custodian's reliance upon and compliance with Written Instructions received through the System.
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<br />7. Svstem Acknowledl!ments. Custodian shall acknowledge through the Systems its receipt of each transmission communicated through the
<br />Systems, and in the absence of such acknowledgment Custodian shall not be liable for any failure to act in accordance with such transmission and Customer may not
<br />claim that such transmission was received by Custodian.
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