Bank of America 12/30/2021 (2) - Laserfiche WebLink

BANK OFAMERICA " . 19.2 Monitoring of phone calls. You agree that we may electronically monitor and/or record any telephone or other electronic communications(whether by telephone,short message service(SMS)message, multimedia messaging service(MMS)message or any other form of telephonic text message, electronic mail or otherwise)with you in those jurisdictions which permit that practice. If our records about any such communication are different from yours,our records are presumed to be correct, but such presumption may be rebutted by you. 19.3 E-mail Communications. If you choose to use unencrypted electronic mail to initiate payment requests or other instructions or otherwise communicate with us, your use of such electronic mail with respect to a Service will be subject to the terms and conditions of this Agreement and will comply with the applicable User Documentation. In addition, you agree to bear the risk that such electronic mail may be corrupted, modified,garbled or hacked or its confidentiality may be breached by a third party and the risk that we will rely on such mail,which appears to be from you but which is unauthorized, and that such reliance may result in a loss. In addition,you agree that we may rely on the integrity of facsimile transmissions that you send us, and you agree to bear the risk that the information we receive differs from that sent to us, and that such reliance may result in a loss. In the event that an electronic transmission or facsimile transmission is unclear or if we become aware that it is not an authorized communication from you,we will not act on such transmission and will contact you to clarify any intended content of such transmission. 20. CONFIDENTIALITY AND MATERIALS 20.1 General. We acknowledge that information we obtain from you in connection with a Service we provide to you under the terms of the Agreement may be Confidential Information. You acknowledge that the Agreement, our pricing information, and the Materials shall be considered to be our Confidential Information. You also acknowledge our claim to proprietary rights in the Materials and our Confidential Information and that the Materials and our Confidential Information constitutes our"trade secrets"or trade secrets of our licensors or vendors. 20.2 Restrictions.In respect of a party's Confidential Information,the other party will: i. Safeguard the Confidential Information at all times; ii. Establish and maintain procedures to assure the confidentiality of the Confidential Information and any password or code; iii. Use the Confidential Information only for the purposes for which we provide them;and iv. Notify the other promptly by telephone,confirmed in writing,if any Confidential Information is lost or its confidentiality is compromised. Neither party will,nor will allow anyone else to,do any of the following without the other party's prior consent: i. Disclose any Confidential Information of the other party to any person or entity, except to its employees and agents with a need to know the Confidential Information. ii. Make any copies,in whole or in part, of Confidential Information of the other party in whatever form or medium(electronic,printed or otherwise)in which they may exist from time to time,except as provided in this Agreement. iii. Translate,reverse engineer,disassemble or decompile any Software or security devices of the other party. 20.3 Use of the Materials. You have sole responsibility for the custody,control and use of all Materials. You must ensure that no individual will be allowed to initiate a request or other instruction contemplated in the Agreement or to have access to any Materials without proper supervision and strict security controls to ensure that the Materials are only used in accordance with this Agreement. If the Service requires use of user identification codes or passwords,we will be entitled to rely on the correct user identification codes and passwords,as described in the relevant User Documentation and shall not be responsible for any loss resulting from our correct use of such data. 20.4 Exceptions. This section does not limit either your or our ability to disclose information(i)that the other party has approved by prior writing for disclosure;(ii)that is disclosed to its professional advisors or auditors;(iii)that becomes public other than through a breach of these confidentiality obligations;(iv)that was in its possession or available to it from a third party prior to its receipt of it in connection with a Service; (v)which is obtained by it from a third party who is not known by it to be bound by a confidentiality agreement with respect to that information; (vi)as required or requested by any securities exchange or regulatory body to which you or we are subject or submits, or(vii)as otherwise required to be disclosed by law or by legal or governmental process. In addition, either party may disclose to its offices, affiliates, officers, employees and agents(and those offices, affiliates, officers, employees and agents may disclose) such information as permitted under this Section or to otherwise carry out its duties or exercise its rights under the Agreement. This section also does not limit our ability or that of our affiliates to access and use transaction data related to a Service provided to you in connection with the management of our or their business. 20.5 No Use of Name. Neither you nor we will use the other's name or refer to the other directly or indirectly in any solicitation, marketing material,advertisement, news release or other release to any publication without receiving the other's specific prior written approval for each such use or release,except that we may use your name as a reference in service proposals if we obtain your prior written approval for use. 20.6 Damages insufficient remedy. You and we acknowledge that damages may not be an adequate remedy to protect the other party against breach of this Section 20 of the Agreement. You and we agree that the other party may seek injunctive or other equitable relief in respect of a breach of Section 20 of the Agreement. 20.7 Survival. The obligations enumerated in this Section 20 continue after the Service you are using and/or the Agreement is terminated. 00-35-6182NSBW 02-28-2020 AK Page 11 of 16 Bank of America - Confidential ®2020 Bank ofAmericaCorporation