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<br />10. Security Devices. In order to communicate electronically with Bank whether via the Internet, or otherwise, to access information or
<br />effect transactions in connection with the Service, Customer shall utilize identification codes, passwords, authorization, authentication
<br />and /or encryption algorithms, tangible or intangible security tokens, cookies, digital signatures and private or public keys (individually a
<br />"Security Device" and collectively the "Security Devices ") to be issued or approved by Bank from time to time. To prevent unauthorized
<br />access to Customer's accounts and to prevent unauthorized use of the Service, Customer agrees to protect and keep confidential the
<br />Security Devices used for accessing Customer's accounts via the Service. If Customer believes someone may attempt to use or has
<br />used the Service without Customer's permission, or that any other unauthorized use or security breach has occurred, Customer agrees
<br />to immediately notify Customer's relationship officer.
<br />11. Product Rights.
<br />a. Grant of License. To the eMent Bank or its licensors make any software available to Customer via download on its website for use
<br />in conjunction with the Service, Bank hereby grants, and Customer hereby accepts, for the term of these Service Terms, a non-
<br />exclusive, non - assignable, non - transferable, limked right and license to use the proprietary computer software products in object
<br />code and any associated documentation ( "Products ") for use only directly in conjunction with its permitted use of the Service.
<br />b. Title. Except for the license granted to Customer hereunder, all rights and title in antl to the Products, including any improvements,
<br />modrtcations, and derivative works, will at all times remain with Bank or its licensors, and Customer shall acquire no rights in the
<br />Products.
<br />c. Use of Products
<br />i) Customer agrees that the Products will be used only by Customer and Customer's Affiliates, provided that each AfFliate agrees
<br />to be bound by the terms hereof and further that Customer will be liable for Customer's Affiliates' acts and omissions in
<br />connection with the Products. For purposes of this Agreement, "Affiliates" means those entities that control, are controlled by or
<br />are under common control with Customer. For purposes of this definition, "control" (including with correlative meaning,
<br />controlled by, and under common control with) means the possession, directly or indirectly, of greater than a 50% ownership
<br />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
<br />display, 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
<br />otherwise 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,
<br />marketing 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
<br />known to Customer.
<br />vi) Customer acknowledges that the Products constitute trade secrets and represent significant economic and commercial value
<br />to Bank and /or its licensors and must be maintained as secret, confidential and proprietary. Customer agrees that copyright
<br />legends borne by the Products in no way reduce the trade secret, proprietary and /or confidential nature thereof. Customer will
<br />take all reasonable steps to safeguard the Products to ensure that no unauthorized disclosure or use is made, in whole or in
<br />part, and will use at least the same degree of care to prevent the unauthorized use, disclosure or availability of the Products as
<br />Customer ordinarily use in protecting Customer's own most valuable confidential and proprietary info rrnation. Customer will not
<br />remove or alter any copyright or 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 and maintenance 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
<br />of infringement, Customer will allow Bank, at its option and expense, to replace the Products with anon- infringing alternative, modify
<br />the 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 caused by the
<br />Customer whatsoever, and no such loss, destruction or damage shall impair any of Customer obligations hereunder which shall
<br />continue in full force and effect.
<br />g. Export Control; Compliance with Laws. Customer will be responsible, at Customer's expense, for complying with all laws and
<br />regulations applicable to use of the Products, including, without limitation, laws and regulations pertaining to (i) exports or imports of
<br />software and related property; (ii) use or remote use of software and related property; or (iii) registration of this Agreement.
<br />Customer will indemnify and hold harmless Bank and its affiliates, employees and agents from and against all actions, claims,
<br />PN: 363374 DOC ID: 9CfTY OF saNra ANA - fvov. t9, zo�oPage 23 of 25
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