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APPENDIX I THE BANK OF NEW YORK ON-LINE COMMUNICATIONS SYSTEM (THE "SYSTEM") TERMS AND CONDITIONS 1. License' Use. (a) This Appendix I shall govern Customer's use of the System and any computer software provided by BNY to Customer in connection herewith (collectively, the "Software"). In the event of any conflict between the terms ofthis Appendix I and the main body of this Agreement with respect to Customer's use of the System, the terms of this Appendix I shall controL (b) Upon delivery to Customer of Software and/or System access codes, Custodian grants to Customer a personal, nontransferable and nonexclusive license to use the Software and the System solely for the purpose of transmitting Written Instructions, receiving reports, making inquiries or otherwise communicating with Custodian in connection with the Account(s). C'Qstomer shall use the Software and the System 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 Software or the System. Customer acknowledges that Custodian and its suppliers re~in and have title and exclusive proprietary rights to the Software and the System, including any trade secrets or other ideas, concepts, know.how, methodologies, or lnfonnation 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 or the System may be 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 Software or the System inconsistent with the foregoing acknowledgments, nor shall Customer attempt to decompile, reverse engineer or modify the Software. Customer may not copy, sell, lease or provide, directly or indirectly, any of the Software or any portion thereof to any other person or entity without Custodian's prior written consent. Customer may not remove any statutory copyright notice or other notice included in the Software or on any media containing the Software. Customer shall reproduoe any such notice on any reproduction of the Software and shall add any statutory copyright notice or other notice to the Software or media upon Custodian's request. (c) If Customer subscribes to any database service provided by Custodian in connection with its use of the System, delivery of such database to Customer 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 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 the fees charged, guarantee or warrant that the da~ is correct, complete or current. All such databases are provided as an acconunodation by Custodian to its customers and are compiled without any independent investigation by Custodian. However, Custodian will endeavor to update and revise each database on a periodic basis as Custodian, in its discretion, deems necessary and appropriate. Customer also agrees that Customer will promptly install aU updates and revisions to each database which Custodian provides and that Custodian C8QIlot bear any responsibility whatsoever for Customer's failure to do so. CUSTODIAN IS NOT RESPONSmLE FOR ANY RESULTS OBTAINED BY CUSTOMER FROM USE OF DATABASE SERVICES PROVIDED BY CUSTODIAN. 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 Software and obtain access to the System, and Custodian shall not be responsible for the reliability or availability of any such equipment or services. 3. Pronrietarv Infonnation. The Software, any data base and any proprietary data, processes, information and documentation made available to Customer (other than which are or become part o~the public domain or are legally required to be made available to the public) (collectively, the "Infonnation"), are the exclusive and confidential property of Custodian br its suppliers. However, for the avoidance of doubt, reports generated by Customer containing information relating to the Account(s) are not deemed to be within the meaning of the tenn "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 care. Upon tennination of the Agreement or the licenses granted herein for any reason, CustofIler shall retum to Custodian any and all copies of the Infonnation which are in its possession or under its control. The provisions of this Section 3 shall not affect the copyright status of any of the Infonnation which may be copyrighted and shall apply to all information whether or not copyrighted. 4. Modifications. Custodian reserves the right to modifY the Software from time to time and Customer shall install new releases of the Software as Custodian may direct. Customer agrees not to mpdify or attempt to modify the Software without Custodian's prior written consent. Customer acknowledges that any modifications to the Software, whether by Custo~er or Custodian and whether with or without Custodian's consent, shall become the property of Custodian. 5. NO REPRESENTATIONSiOR WARRANTIES. CUSTODIAN AND ITS MANUFACTURERS AND SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS WlTII RESPECT TO'TIlE SOFTWARE, 'mE SYSTEM, ANY SERVICES OR ANY DATABASE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING BUT NOT LIMITE!:! TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES TIlAT TIlE SOFfWARE, 1llE SYSTEM, ANY SERVICES AND ANY DATABASE ARE PROVIDED "AS IS." TO TIlE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLE FOR ANY DAMAGES, WHE'mER DIRECT, INDIRECT SPECIAL, OR CONSEQUENT1A1;, WHICH CUSTOMER MAY INCUR IN CONNECTION WlTII 'mE SOFTWARE, SERVICES OR ANY DATABASE, EVEN IF CUSTODIAN OR SUCH SUPPLIER HAS BEEN ADVISED OF 'mE POSSffilLITY OF SUCH DAMAGES. IN NO EVENT SHALL CUSTODIAN OR ANY SUPPLIER BE LIABLI1 FOR ACTS OF GOD, MACHINE OR COMPUTER BREAKDOWN OR MALFUNCTION, INTERRUPTION OR MALFUNCTION OF COMMUNICATION FA(:ILITIES, LABOR DIFFICULTIES OR ANY OTIlER SIMILAR OR DISSIMILAR CAUSE BEYOND 'mElR REASONABLE CONTROL. 6. Security. Reliance. Unautl\,9rized Use. Custodian will establish security procedures to be followed in connection with the System. Customer understands and agrees that the security procedur,s are intended to detennine whether instructions received by Custodian through the System are authorized but are 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 System to treat all applicable user and authorization codes, passwords and authentication keys with the highest degree of care and confidentiality. Custodian is hereby irrevocably authorized to comply with and rely \lpon on Written Instructions, whether or not authorized, received by it through the System in accordance with the security procedures. Customer acknowledges that it is its sole responsibility to assure that only Authorized Persons use the System and that to the fullest extent 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 connection with the use of the System or Custodii\n's reliance upon and compliance with Written Instructions received through the System. F,/t]