Common use of PROCESSING SOFTWARE Clause in Contracts

PROCESSING SOFTWARE. ‌ (a) Client shall receive a limited, non-exclusive, non-transferable license to use the software required for the Remote Deposit Capture Service (“Processing Software”) solely for the term of the Remote Deposit Capture Service, and solely for the purposes set forth herein. (b) Client may only use the Processing Software on Equipment approved by Bank, or processing equipment specifically approved in writing by Bank and at the location designated by Client located in the United States and reasonably approved by Bank in writing. (c) Client understands that it shall only receive an object code version of the Processing Software, and not a source code version and Client further agrees that in no event shall it reverse engineer or decompile the object code of the Processing Software, or otherwise attempt to discover the source code. (d) Client shall have no right to transfer the Processing Software or to make it available, in any format, to any third party, nor shall Client have the right to copy, publish or make derivative works of the Processing Software except as expressly permitted by Bank in writing. In addition, Client is not permitted to make any copies of the Processing Software for any purpose, including backup or archival. In the event that the Processing Software becomes corrupted or is otherwise deleted, disabled or damaged, then only Bank personnel or its authorized agents may reload or restore the Processing Software to the Equipment. Client may not load the Processing Software onto any computer except the Equipment without the express written permission of Bank, which shall be given in Bank’s sole discretion. Client may make only the number of copies of the documentation related to the Processing Software (“Documentation”) as is necessary for each Authorized Party to have one copy. (e) Client shall not remove, alter or destroy any form of copyright notice, proprietary marking or confidential legend placed upon or contained within the Documentation, the Processing Software or any screen that the Processing Software causes to be displayed. All such notices, markings and legends must be included or reproduced on or in any copies made. (f) Bank warrants to Client that it either has ownership of Equipment and the Processing Software, or has a right to grant the licenses herein. WITH RESPECT TO ANY EQUIPMENT OR PROCESSING SOFTWARE LICENSED TO BANK BY A THIRD PARTY, BANK MAKES NO WARRANTIES WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY OR NONINFRINGEMENT. HOWEVER, TO THE EXTENT POSSIBLE REGARDING SUCH THIRD PARTY EQUIPMENT OR PROCESSING SOFTWARE, BANK WILL PASS THROUGH ANY THIRD PARTY WARRANTIES EXPRESSLY PROVIDED TO BANK. NEITHER BANK NOR THE THIRD PARTY LICENSORS WARRANT THAT OPERATION OF THE EQUIPMENT OR PROCESSING SOFTWARE WILL BE ERROR FREE OR UNINTERRUPTED. Client recognizes that Bank has acquired most or all of the Processing Software under license from a third party and all Equipment was manufactured by a third-party without any specifications or customization by Bank. Client acknowledges that Bank is unable to warrant the performance of the Equipment and Processing Software, but Bank shall use commercially reasonable efforts to enforce warranties from any third party licensor to the extent that Client's use of the Equipment and Processing Software is impeded because of defects. Client understands and acknowledges that the Processing Software is not warranted to be error free, and Client shall promptly bring to Bank's attention any errors in the Processing Software it discovers. In the event that Client uses its own equipment and processing software approved by Bank, Bank has no duties regarding making or enforcing warranties regarding such equipment or software and Client must rely upon warranties from the third party who has either manufactured or licensed such processing equipment or software.

PROCESSING SOFTWARE. ‌ (a) Client shall receive a limited, non-exclusive, non-transferable license to use the software required for the Remote Deposit Capture Service (“Processing Software”) solely for the term of the Remote Deposit Capture Service, and solely for the purposes set forth herein. (b) Client may only use the Processing Software on Equipment approved by Bank, or processing equipment specifically approved in writing by Bank and at the location designated by Client located in the United States and reasonably approved by Bank in writing. (c) Client understands that it shall only receive an object code version of the Processing Software, and not a source code version and Client further agrees that in no event shall it reverse engineer or decompile the object code of the Processing Software, or otherwise attempt to discover the source code. (d) Client shall have no right to transfer the Processing Software or to make it available, in any format, to any third party, nor shall Client have the right to copy, publish or make derivative works of the Processing Software except as expressly permitted by Bank in writing. In addition, Client is not permitted to make any copies of the Processing Software for any purpose, including backup or archival. In the event that the Processing Software becomes corrupted or is otherwise deleted, disabled or damaged, then only Bank personnel or its authorized agents may reload or restore the Processing Software to the Equipment. Client may not load the Processing Software onto any computer except the Equipment without the express written permission of Bank, which shall be given in Bank’s sole discretion. Client may make only the number of copies of the documentation related to the Processing Software (“Documentation”) as is necessary for each Authorized Party to have one copy. (e) Client shall not remove, alter or destroy any form of copyright notice, proprietary marking or confidential legend placed upon or contained within the Documentation, the Processing Software or any screen that the Processing Software causes to be displayed. All such notices, markings and legends must be included or reproduced on or in any copies made. (f) Bank warrants to Client that it either has ownership of Equipment and the Processing Software, Software or has a right to grant the licenses herein. WITH RESPECT TO ANY EQUIPMENT OR PROCESSING SOFTWARE LICENSED TO BANK BY A THIRD PARTY, BANK MAKES NO WARRANTIES WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY OR NONINFRINGEMENT. HOWEVER, TO THE EXTENT POSSIBLE REGARDING SUCH THIRD THIRD-PARTY EQUIPMENT OR PROCESSING SOFTWARE, BANK WILL PASS THROUGH ANY THIRD THIRD-PARTY WARRANTIES EXPRESSLY PROVIDED TO BANK. NEITHER BANK NOR THE THIRD THIRD-PARTY LICENSORS WARRANT THAT OPERATION OF THE EQUIPMENT OR PROCESSING SOFTWARE WILL BE ERROR FREE OR UNINTERRUPTED. Client recognizes that Bank has acquired most or all of the Processing Software under license from a third party and all Equipment was manufactured by a third-party without any specifications or customization by Bank. Client acknowledges that Bank is unable to warrant the performance of the Equipment and Processing Software, but Bank shall use commercially reasonable efforts to enforce warranties from any third third-party licensor to the extent that Client's use of the Equipment and Processing Software is impeded because of defects. Client understands and acknowledges that the Processing Software is not warranted to be error free, and Client shall promptly bring to Bank's attention any errors in the Processing Software it discovers. In the event that Client uses its own equipment and processing software approved by Bank, Bank has no duties regarding making or enforcing warranties regarding such equipment or software and Client must rely upon warranties from the third party who has either manufactured or licensed such processing equipment or software.

PROCESSING SOFTWARE. ‌ (a) Client shall receive a limited, non-exclusive, non-transferable license to use the software required for the Remote Deposit Capture Service (“Processing Software”) solely for the term of the Remote Deposit Capture Service, and solely for the purposes set forth herein. (b) Client may only use the Processing Software on Equipment approved by Bank, or processing equipment specifically approved in writing by Bank and at the location designated by Client located in the United States and reasonably approved by Bank in writing. (c) Client understands that it shall only receive an object code version of the Processing Software, and not a source code version and Client further agrees that in no event shall it reverse engineer or decompile the object code of the Processing Software, or otherwise attempt to discover the source code. (d) Client shall have no right to transfer the Processing Software or to make it available, in any format, to any third party, nor shall Client have the right to copy, publish or make derivative works of the Processing Software except as expressly permitted by Bank in writing. In addition, Client is not permitted to make any copies of the Processing Software for any purpose, including backup or archival. In the event that the Processing Software becomes corrupted or is otherwise deleted, disabled or damaged, then only Bank personnel or its authorized agents may reload or restore the Processing Software to the Equipment. Client may not load the Processing Software onto any computer except the Equipment without the express written permission of Bank, which shall be given in Bank’s sole discretion. Client may make only the number of copies of the documentation related to the Processing Software (“Documentation”) as is necessary for each Authorized Party to have one copy. (e) Client shall not remove, alter or destroy any form of copyright notice, proprietary marking or confidential legend placed upon or contained within the Documentation, the Processing Software or any screen that the Processing Software causes to be displayed. All such notices, markings and legends must be included or reproduced on or in any copies made. (f) Bank warrants to Client that it either has ownership of Equipment and the Processing Software, Software or has a right to grant the licenses herein. WITH RESPECT TO ANY EQUIPMENT OR PROCESSING SOFTWARE LICENSED TO BANK BY A THIRD PARTY, BANK MAKES NO WARRANTIES WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY OR NONINFRINGEMENT. HOWEVER, TO THE EXTENT POSSIBLE REGARDING SUCH THIRD THIRD-PARTY EQUIPMENT OR PROCESSING SOFTWARE, BANK WILL PASS THROUGH ANY THIRD THIRD-PARTY WARRANTIES EXPRESSLY PROVIDED TO BANK. NEITHER BANK NOR THE THIRD THIRD-PARTY LICENSORS WARRANT THAT OPERATION OF THE EQUIPMENT OR PROCESSING SOFTWARE WILL BE ERROR FREE OR UNINTERRUPTED. Client recognizes that Bank has acquired most or all of the Processing Software under license from a third party and all Equipment was manufactured by a third-party without any specifications or customization by Bank. Client acknowledges that Bank is unable to warrant the performance of the Equipment and Processing Software, but Bank shall use commercially reasonable efforts to enforce warranties from any third third-party licensor to the extent that Client's use of the Equipment and Processing Software is impeded because of defects. Client understands and acknowledges that the Processing Software is not warranted to be error free, and Client shall promptly bring to Bank's attention any errors in the Processing Software it discovers. In the event that Client uses its own equipment and processing software approved by Bank, Bank has no duties regarding making or enforcing warranties regarding such equipment or software and Client must rely upon warranties from the third party who has either manufactured or licensed such processing equipment or software.

PROCESSING SOFTWARE. ‌ (a) Client Customer shall receive a limited, non-exclusive, non-transferable license to use the software required for the Remote Deposit Capture Service (“Processing Software”) Software solely for the term of the Remote Deposit Capture this Service, and solely for the purposes set forth herein. (b) Client Customer may only use the Processing Software on Processing Equipment approved by Bank, supplied or processing equipment specifically approved in writing by Bank and at the location designated by Client Customer located in the United States (or such other location as approved by Bank) and reasonably approved by Bank in writingwriting or in an electronic communication. (c) Client Customer understands that it shall only receive an object code version of the Processing Software, and not a source code version and Client Customer further agrees that in no event shall it reverse engineer or decompile the object code of the Processing Software, or otherwise attempt to discover the source code. (d) Client Customer shall have no right to transfer the Processing Software or to make it available, in any format, to any third party, nor shall Client Customer have the right to copy, publish or make derivative works of the Processing Software except as expressly permitted by Bank in writing. In addition, Client Customer is not permitted to make any copies of the Processing Software for any purpose, including backup or archival. In the event that the Processing Software becomes corrupted or is otherwise deleted, disabled or damaged, then only Bank personnel or its authorized agents may reload or restore the Processing Software to the Processing Equipment. Client Customer may not load the Processing Software onto on to any computer except the Processing Equipment without the express written permission of Bank, which shall be given in Bank’s sole discretion. Client Customer may make only the number of copies of the documentation related to the Processing Software (“Documentation”) Documentation as is necessary for each Transactional User, Remote Deposit Capture Service Contact and Authorized Party Administrator to have one copy. (e) Client Customer shall not remove, alter or destroy any form of copyright notice, proprietary marking or confidential legend placed upon or contained within the Documentation, the Processing Software or any screen that the Processing Software causes to be displayed. All such notices, markings and legends must be included or reproduced on or in any copies made. (f) Bank warrants to Client Customer that it has no knowledge that any intellectual property rights of any third party shall be infringed or diluted by Customer’s use of the Processing Equipment and Processing Software, and that Bank has either has ownership of Processing Equipment and the Processing Software, or has a right to grant the licenses herein. WITH RESPECT TO ANY EQUIPMENT OR PROCESSING SOFTWARE LICENSED TO BANK BY A THIRD PARTY, BANK MAKES NO WARRANTIES WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY OR NONINFRINGEMENT. HOWEVER, TO THE EXTENT POSSIBLE REGARDING SUCH THIRD PARTY EQUIPMENT OR PROCESSING SOFTWARE, BANK WILL PASS THROUGH ANY THIRD PARTY WARRANTIES EXPRESSLY PROVIDED TO BANK. NEITHER BANK NOR THE THIRD PARTY LICENSORS WARRANT THAT OPERATION OF THE EQUIPMENT OR PROCESSING SOFTWARE WILL BE ERROR FREE OR UNINTERRUPTED. Client Customer recognizes that Bank has acquired most or all of the Processing Software under license from a third party and all Processing Equipment was manufactured by a third-party without any specifications or customization by Bank. Client Customer acknowledges that Bank is unable to warrant the performance of the Processing Equipment and Processing Software, but Bank shall use commercially reasonable efforts to enforce warranties from any third third-party licensor to the extent that Client's Customer’s use of the Processing Equipment and Processing Software is impeded because of defects. Client Customer understands and acknowledges that the Processing Software is not warranted to be error free, and Client Customer shall promptly bring to Bank's ’s attention any errors in the Processing Software it discovers. In the event that Client uses its own equipment and processing software approved by Bank, Bank has no duties regarding making or enforcing warranties regarding such equipment or software and Client must rely upon warranties from the third party who has either manufactured or licensed such processing equipment or software.