Common use of Software and Equipment Clause in Contracts

Software and Equipment. The Service Description and/or Supporting Documents for each Service shall describe the various means by which Client may communicate with Bank in connection with such Service. Those means may include, without limitation, the use of computer software (“Software”) licensed or sublicensed by Bank to Client (“License”) or the use of an Internet connection. To the extent any of the Services involve Bank having granted Client Software License usage rights, such grant shall be a non-exclusive, non-transferable right to access and use the Service in connection with Client’s own business operations in accordance with the Supporting Documents. Client agrees to comply with the terms of any Software License(s) provided to Client in connection with the Services. Client may not transfer, distribute copy, reverse engineer, decompile, modify or alter such Software. Unless otherwise agreed by Bank in writing, the computer programs, Service guides, Security Procedures, equipment, Software, and systems provided by Bank to Client in connection with the Services represent Bank’s proprietary property, including intellectual property, and must be returned to Bank upon request. Client acknowledges and agrees that the Software and content used by Bank in the operation and provision of the Services, and the copyright patent, trademark, trade secret and all other rights in and to the technology, Software, content, designs, graphics, and trademarks included as part of the Services and Bank’s name and product names and the website’s URL (collectively, by the “Intellectual Property”), are owned by Bank and Bank’s licensors. As such, Client will not gain any ownership or other right, title or interest in or to such Intellectual Property by reason of the Agreement or otherwise. Unless otherwise provided in the Master Agreement, Client is responsible for providing and maintaining any equipment that is necessary for the Services, such as telephones, terminals, modems, computers, and software (collectively “Equipment”). Client agrees to use Equipment that is compatible with Bank’s programs, systems, and equipment, which Bank may change from time to time. Bank assumes no responsibility for the defects or incompatibility of any Equipment that Client uses in connection with the Services, even if Bank has previously approved their use. BANK MAKES NO WARRANTY, EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY, WITH RESPECT TO THE SERVICES, OR ANY COMPUTER PROGRAMS, EQUIPMENT OR SOFTWARE MADE AVAILABLE BY BANK TO CLIENT OR OTHERWISE USED BY CLIENT. ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED AND CLIENT HEREBY WAIVES AND RELEASES BANK FROM ALL SUCH WARRANTIES. Client agrees to notify Bank promptly if any Software or equipment Bank provides to Client becomes defective. Bank’s sole responsibility (if any) in such instances will be to use best efforts to repair or replace the defective Software or equipment that Bank provided to Client. To the extent Bank provides equipment in conjunction with any of the Services, Bank may require Client to identify the location(s) where such equipment will be maintained and Client agrees not to relocate the equipment without Bank’s prior written approval. Any equipment provided by Bank to Client will be on a licensee bases and Client will obtain no ownership interest in the equipment, absent written agreement between Bank and Client otherwise. Such license will be revocable by Bank at any time, in the Bank’s discretion. If the license is revoked for any reason, Client agrees to return all Bank provided equipment, as directed by Xxxx, at Client’s sole cost and expense. CLIENT CONDUCT Client agrees not to use the Services or the content or information in any way that would:

Software and Equipment. The Service Description and/or Supporting Documents for each Service shall describe the various means by which Client may communicate with Bank in connection with such Service. Those means may include, without limitation, the use of computer software (“Software”) licensed or sublicensed by Bank to Client (“License”) or the use of an Internet connection. To the extent any of the Services involve Bank having granted Client Software License usage rights, such grant shall be a non-exclusive, non-transferable right to access and use the Service in connection with Client’s own business operations in accordance with the Supporting Documents. Client agrees to comply with the terms of any Software License(s) provided to Client in connection with the Services. Client may not transfer, distribute distribute, copy, reverse engineer, decompile, modify or alter such Software. Unless otherwise agreed by Bank in writing, the computer programs, Service guidesDescriptions, Security Procedures, equipment, Software, and systems provided by Bank to Client in connection with the Services represent Bank’s proprietary property, including intellectual property, and must be returned to Bank upon request. Client acknowledges and agrees that the Software and content used by Bank in the operation and provision of the Services, and the copyright patent, trademark, trade secret and all other rights in and related to the technology, Software, content, designs, graphics, and trademarks included as part of the Services and Bank’s name and product names and the website’s URL (collectively, by the “Intellectual Property”), are owned by Bank and Bank’s licensors. As such, Client will not gain any ownership or other right, title or interest in or to such Intellectual Property by reason of the Master Agreement or otherwise. Unless otherwise provided in the Master Agreement, Client is responsible for providing and maintaining any equipment that is necessary for the Services, such as telephones, terminals, modems, computers, and software (collectively “Equipment”). Client agrees to use Equipment that is compatible with Bank’s programs, systems, and equipment, which Bank may change from time to time. Bank assumes no responsibility for the defects or incompatibility of any Equipment that Client uses in connection with the Services, even if Bank has previously approved their use. BANK MAKES NO WARRANTY, EXPRESS OR IMPLIED, IN LAW OR IN FACT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY, WITH RESPECT TO THE SERVICES, OR ANY COMPUTER PROGRAMS, EQUIPMENT OR SOFTWARE MADE AVAILABLE BY BANK TO CLIENT OR OTHERWISE USED BY CLIENT. ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED AND CLIENT HEREBY WAIVES AND RELEASES BANK FROM ALL SUCH WARRANTIES. Bank is not responsible for equipment failure or malfunction of Client’s equipment, any computer virus that may affect Client’s equipment or other problems that may occur, directly or indirectly form Client’s use of Services. Client agrees to notify Bank promptly if any Software or equipment Bank provides to Client becomes defective. Bank’s sole responsibility (if any) in such instances will be to use best efforts to repair or replace the defective Software or equipment that Bank provided to Client. To the extent Bank provides equipment in conjunction with any of the Services, Bank may require Client to identify the location(s) where such equipment will be maintained and Client agrees not to relocate the equipment without Bank’s prior written approval. Any equipment provided by Bank to Client will be on a licensee bases and Client will obtain no ownership interest in the equipment, absent written agreement between Bank and Client otherwise. Such license will be revocable by Bank at any time, in the and at Bank’s discretion. If the license is revoked for any reason, Client agrees to return all Bank provided equipment, as directed by XxxxBank, at Client’s sole cost and expense. CLIENT CONDUCT Client agrees not to use the Services or the content or information in any way that would:.