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TERMS AND CONDITIONS

Security Statement

Centact Solutions utilizes some of the most advanced technology for Internet security available today. When a Bank accesses our site using Netscape Navigator 6.0 or Microsoft Internet Explorer versions 5.5 or higher, Secure Socket Layer (SSL) technology protects the Bank’s information using both server authentication and data encryption, ensuring that the Bank’s data is safe, secure, and available only to registered Users in the Bank’s organization. The Bank’s data will be completely inaccessible to the Bank’s competitors.

Centact Solutions provides each User in the Bank’s organization with a unique user name and password that must be entered each time a User logs on. Centact Solutions issues a session "cookie" only to record encrypted authentication information for the duration of a specific session. The session "cookie" does not include either the username or password of the User. Centact Solutions does not use "cookies" to store other confidential user and session information, but instead implements more advanced security methods based on dynamic data and encoded session IDs. Centact Solutions reserves the right to modify its security policies in its reasonable discretion from time to time.

In addition, Centact Solutions is hosted in a secure server environment that uses a firewall and other advanced technology to prevent interference or access from outside intruders.

Mutual Indemnification

The Bank shall indemnify and hold Centact Solutions, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by the Bank of the representations and warranties; or (iii) a claim arising from the breach by the Bank or the Bank’s Users of this Agreement, provided in any such case that Centact Solutions (a) gives written notice of the claim promptly to the Bank ; (b) gives the Bank sole control of the defense and settlement of the claim (provided that the Bank may not settle or defend any claim unless the Bank unconditionally release Centact Solutions of all liability and such settlement does not affect Centact Solutions business); (c) provides to the Bank all available information and assistance; and (d) has not compromised or settled such claim.

Centact Solutions shall indemnify and hold the Bank and the Bank’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the System directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Centact Solutions of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Centact Solutions; provided that the Bank (a) promptly give written notice of the claim to Centact Solutions; (b) give Centact Solutions sole control of the defense and settlement of the claim (provided that Centact Solutions may not settle or defend any claim unless it unconditionally releases the Bank of all liability); (c) provide to Centact Solutions all available information and assistance; and (d) have not compromised or settled such claim. Centact Solutions shall have no indemnification obligation, and the Bank shall indemnify Centact Solutions pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Centact Construction Loan Management System (System), with any of the Banks products, service, and hardware or business process.

Third Party Interactions

During use of the Centact Construction Loan Management System, the Bank may enter into correspondence with or purchase services from Centact Solutions. Any such activity, and any terms, conditions, warranties or representations associated with such activity are solely between the Bank and the applicable third-party. Centact Solutions shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between the Bank and any such third-party.

Disclaimer of Warranties

CENTACT SOLUTIONS AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SYSTEM OR ANY CONTENT. CENTACT SOLUTIONS AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SYSTEM WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SYSTEM WILL MEET THE BANKS REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY THE BANK THROUGH THE SYSTEM WILL MEET THE BANKS REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SYSTEM OR THE SERVER(S) THAT MAKE THE SYSTEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SYSTEM AND ALL CONTENT IS PROVIDED TO THE BANK STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CENTACT SOLUTIONSAND ITS LICENSORS.

Internet Delays

CENTACT SOLUTIONS SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CENTACT SOLUTIONS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

Limitation of Liability

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM THE BANK IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SYSTEM , INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SYSTEM , OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SYSTEM , ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.