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<br />losses, demands, liabilities, litigation or damages (including reasonable attorneys' fees) arising from or in connection with any
<br />violation by Customer of any such laws or regulations.
<br />12. New Features. Bank may, from time to time, introduce new features to the Service or modify or delete existing features in its sole
<br />discretion. Bank shall notify Customer of any of these changes to features if Bank is legally required to do so. By using any new or
<br />modified features when they become available, Customer agrees to be bound by the rules concerning these features.
<br />13. Limitation of Liability; No Warranties_ EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR WHERE THE LAW REQUIRES A
<br />DIFFERENT STANDARD, BANK SHALL NOT BE RESPONSIBLE FOR ANY LOSS, DAMAGE OR INJURY OR FOR ANY DIRECT,
<br />INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING FROM
<br />OR RELATED TO THE SYSTEM, EQUIPMENT, BROWSER AND /OR THE INSTALLATION OR MAINTENENACE THEREOF, ACCESS
<br />TO OR USE OF THE ONLINE SERVICE, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT, THE INTERNET, THE
<br />SYSTEM, OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS. BUGS, ERRORS,
<br />CONFIGURATION PROBLEMS OR INCOMPATIBILITY OF COMPUTER HARDWARE. SOFTWARE, THE INTERNET, OR THE
<br />SYSTEM, FAILURE OR UNAVAILABILITY OF INTERNET ACCESS, PROBLEMS WITH INTERNET SERVICE PROVIDERS,
<br />PROBLEMS OR DELAYS WITH INTERMEDIATE COMPUTER OR COMMUNICATIONS NETWORKS OR FACILITIES, PROBLEMS
<br />WITH DATA TRANSMISSION FACILITIES OR ANY OTHER PROBLEMS CUSTOMER EXPERIENCES DUE TO CAUSES BEYOND
<br />BANK'S DIRECT, EXCLUSIVE AND REASONABLE CONTROL, AND CUSTOMER IN ORDER TO HOLD BANK LIABLE SHALL HAVE
<br />THE BURDEN OF PROOF TO ESTABLISH BY CLEAR AND CONVINCING EVIDENCE THAT ANY LOSS, DAMAGE OR INJURY
<br />SUFFERED OR INCURRED BY CUSTOMER WAS FROM A CAUSE THAT WAS WITHIN BANK'S DIRECT, EXCLUSIVE AND
<br />REASONABLE CONTROL. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY APPLICABLE AGREEMENT, CUSTOMER
<br />UNDERSTANDS AND AGREES THAT CUSTOMERS USE OF THE ONLINE SERVICE IS AT CUSTOMERS SOLE RISK AND THAT
<br />THE ONLINE SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THIRD PARTY INFORMATION,
<br />PRODUCTS AND CONTENT) INCLUDED IN OR ACCESSIBLE FROM THE SITES, ARE PROVIDED ON AN "AS IS" "WHERE -IS" AND
<br />"WHERE AVAILABLE" BASIS, AND ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE TO CUSTOMER. CUSTOMER
<br />ACKNOWLEDGES THAT BANK MAKES NO WARRANTY THAT THE ONLINE SERVICE WILL BE UNINTERRUPTED, TIMELY,
<br />SECURE OR ERROR -FREE UNLESS OTHERWISE STATED ON THE SITE OR IN ANY APPLICABLE AGREEMENT. TO THE
<br />FULLEST EXTENT PERMITTED BY LAW, BANK DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY
<br />KIND (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
<br />MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON - INFRINGEMENT OF PROPRIETARY
<br />RIGHTS) AS TO THE ONLINE SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THIRD PARTY
<br />INFORMATION, PRODUCTS AND CONTENT) INCLUDED IN OR ACCESSIBLE FROM THE SITES. NO LICENSE TO CUSTOMER IS
<br />IMPLIED IN THESE DISCLAIMERS.
<br />14. Fees; Cancellation or Termination of Service.
<br />a. Bank reserves the right to terminate the Service at any time upon 30 days prior written notice. Not withstanding the foregoing, Bank
<br />may terminate the Service immediately (i) if Customer breaches any warranty, (ii) if Customer fails to pay the Service fees or (iii) if
<br />Customer becomes financially impaired based upon Bank's sole discretion.
<br />b. If the Service is cancelled or terminated by either Customer or Bank for any reason, Customer shall uninstall any software or
<br />hardware from its computer systems which was provided to Customer as part of the Service or assume the risk of any loss that
<br />could have been prevented by Customer's compliance with this provision.
<br />c. The provisions of sections 2, 7, 8, 1 O and 11 shall survive termination of these Service Terms.
<br />JPMORGAN CHASE BANK. N.A. CITY OF SANTA ANA:
<br />signature: f/�
<br />Print Name: Mani
<br />Signature:
<br />Print Name
<br />SCO GUTIERREZ
<br />� \\ �
<br />EXECUTIVE DIRECTOR, FINANCE &
<br />Title: Vice President Title: MANAGEMENT SERVICES AGENCY
<br />Date: 11/19/2010 Date:
<br />(second author" d signer if requir )
<br />Signature: ��r.c..r�-
<br />Print Name: CHRISTINE C. DUARTE
<br />Title: TREASURY MANAGER
<br />Date:
<br />PNr 363374 DOC IDr 9C /TY OF SANTA ANA -Nov. 19, 2010Pag¢ 24 of 25
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