Internet Banking Agreement Terms and Conditions of Use
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WELCOME TO THE SANTA ANNA NATIONAL BANK's WEB SITE (mysanb.com). THESE TERMS AND CONDITIONS OF USE GOVERN THE USE OF THIS SITE. PLEASE READ THEM CAREFULLY BEFORE ACCESSING THE SITE. IF YOU DO NOT AGREE WITH THESE TERMS DO NOT ACCESS THE SITE. BY ACCESSING THE SITE OR ANY OF ITS PAGES YOU AGREE TO BE BOUND BY THESE TERMS.
Product and Services Information
This Site has been established by The Santa Anna National Bank for the purpose of conveying information about The Santa Anna National Bank's products and services and to allow communication between The Santa Anna National Bank and its customers. Nothing contained in any page on this Site takes the place of The Santa Anna National Bank's agreements that govern our products and services and disclosures made in accordance with federal and state laws and regulations. If any information on the Site conflicts with that in The Santa Anna National Bank's agreements and disclosures, such agreements and disclosures will control.
To subscribe to The Santa Anna National Bank's Internet Banking service ("Internet Banking"), you must maintain at least one deposit or loan account with Bank, which may include the following types of accounts: checking account, savings account or money market account (collectively and individually, “Accounts”). Internet Banking will allow you to access more than one Account, view Account balance and transaction information, transfer funds among designated Accounts, send electronic communication to The Santa Anna National Bank and receive electronic communication from The Santa Anna National Bank.
You understand the importance of your role in preventing misuse of your accounts through the Site and you agree to promptly examine your statement for each of your BANK accounts as soon as you receive it. You agree to protect the confidentiality of your account and account number, and your personal identification information, such as your driver's license number and social security number. You understand that personal identification information by itself, or together with information related to your account, may allow unauthorized access to your account. Your password and login ID are intended to provide security against unauthorized entry and access to your accounts. Data transferred via the Site is encrypted in an effort to provide transmission security and the Site utilizes identification technology to verify that the sender and receiver of the Site transmissions can be appropriately identified by each other. Notwithstanding our efforts to insure that the Site is secure, you acknowledge that the Internet is inherently insecure and that all data transfers, including electronic mail, occur openly on the Internet and potentially can be monitored and read by others. We cannot and do not warrant that all data transfers utilizing the Site, or e-mail transmitted to and from us, will not be monitored or read by others
You shall be responsible for all Internet Banking Transactions you authorize. You shall also be responsible for all Internet Banking Transactions initiated by persons to whom you have given your login information. You also have responsibilities as governed by the Electronic Fund Transfer Act (15 U.S.C. 1693, et seq.) as more fully described below.
The Santa Anna National Bank shall be responsible for performing services expressly provided for in these Terms, and shall not be liable for any error or delay so long as The Santa Anna National Bank has acted in accordance with these Terms and Account agreements. The Santa Anna National Bank shall not be liable if you do not have sufficient funds in a designated Account to complete the transaction you initiate or if the Account is closed.
The Santa Anna National Bank shall not be liable if you have not given The Santa Anna National Bank complete, correct or current transfer instructions or if you have not followed proper instructions provided through the Internet Banking website. The Santa Anna National Bank shall not be responsible for any loss, damage, liability or claim arising, directly or indirectly from any error, delay or failure in performance of any of its obligations hereunder which is caused by fire or other natural disaster, strike, civil unrest, any inoperability of communications facilities or any other circumstance beyond the control of The Santa Anna National Bank.
Computer Equipment and Software
You must have an Internet Service Provider and a web browser to utilize Internet Banking through the Internet. In an effort to provide the highest degree of confidentiality and security, The Santa Anna National Bank recommends the use of browsers that provide encryption using a 128-bit key. The higher level of encryption, the more difficult it is for unauthorized people to read information. The Santa Anna National Bank is not liable for losses resulting from the use of any browser using less than 128-bit data encryption. If you elect to use a browser that does not use 128-bit encryption, this implies your acceptance of this risk.
You are solely responsible for the maintenance, installation and operation of your computer and for the software used in accessing Internet Banking. The Santa Anna National Bank shall not be responsible for any errors, deletions, or failures that occur as a result of any malfunction of your computer or software, nor shall The Santa Anna National Bank be responsible for any computer virus that affects your computer or the software while using Internet Banking.
Daily Processing Deadlines
Account information displayed through Internet Banking is the current information as of the previous business day. Funds transfers between Account(s) initiated on your computer using Internet Banking, and received by The Santa Anna National Bank or its agent(s) by 4:00 P.M. ET Monday-Friday will be effective on the current business day. Funds transfers initiated on your computer and received after 4:00 P.M. ET Monday-Friday or all day Saturday, Sunday and banking holidays will be effective the following business day.
Transfers are limited to a minimum of $.01 and a maximum of $99,999.99 per transaction.
Withdrawal Transaction Limitations
The restrictions on the number of withdrawals from your savings and money market Accounts apply to funds transfers between Accounts.
The following fees will be applicable to Internet Banking:
- Viewing account information - no charge
- Transfers of funds between Accounts - will be subject to any fees applicable to withdrawals from your Account as stated in your Account's disclosures or The Santa Anna National Bank's fee schedule, as amended from time to time; and
- All other services - fees for any other service made available or requested by you via this Site, will be as stated in The Santa Anna National Bank's fee schedule, as amended from time to time.
Electronic Fund Transfer Act Disclosure
Some of the terms set forth below are governed by the Electronic Fund Transfer Act (“EFT Act”), which is only applicable to consumers. Commercial Account holders are not entitled to the rights provided under the EFT Act. Any consumer Internet Banking transfers you complete over this Site are subject to the EFT Act and this disclosure.
Reporting Unauthorized Transactions
PO Box 668
Santa Anna, TX 76878
Failure to notify The Santa Anna National Bank could result in the loss of all money in your Account plus your maximum line of credit, if you have one. If you report within two (2) business days, the loss sustained by you will be no more than $50 if your internet banking account is used without your permission.
If you do not notify The Santa Anna National Bank within two (2) business days after learning of the loss of theft of your login information, and The Santa Anna National Bank can prove that it could have prevented someone from using your Internet Banking account without your permission had it been notified, you could lose as much as $500.
The Santa Anna National Bank will mail or deliver to you periodic statements for your Account(s) as disclosed in your deposit or credit agreements. The Santa Anna National Bank will include any transfers you authorize through Internet Banking on your statements.
You agree to review your periodic statement for accuracy of all data in accordance with these Terms and any other deposit or credit agreements governing your Account. You should promptly notify The Santa Anna National Bank of any discrepancies.
The Santa Anna National Bank's Business Days
The Santa Anna National Bank's business days are Monday-Friday. Federal holidays on which our offices are closed are not considered business days.
You may access Account information through Internet Banking 24 hours a day, seven days a week, except for interruptions due to maintenance or matters beyond The Santa Anna National Bank's control. The Santa Anna National Bank does not warrant that Internet Banking will be available at all times.
If your Account statement shows electronic transfers you did not make, or you feel any statement or receipt is wrong, or you wish to have more information about a transfer listed on a statement or receipt, contact us in writing or by telephone. Contact the Customer Service Center at
PO Box 668M
Santa Anna, TX 76878
We must hear from you within sixty (60) days after we send you the FIRST statement on which the problem or error appeared. If you fail to notify The Santa Anna National Bank within the sixty (60) day period, you may not recover any of the money you lost if we can establish that the loss could have been avoided had you notified us on time. We may extend these time periods for good reasons such as out-of-town travel or extended hospital stays.
When you contact us:
- Tell us your name and Account number and security code;
- Describe the error or the transfer you are unsure about, and explain as clearly as possible why you believe it is an error or why you need more information; and
- Tell us the dollar amount and the item reference number of the suspected error.
If you notify us by telephone, we may require that you send us your compliant or question in writing within ten (10) business days. If we ask you to put your complaint or question in writing and we do not receive it within ten (10) business days, we may not provisionally credit your Account.
We will tell you the results of our investigation within ten (10) business days after notice of the problem and will correct any error promptly. If we need more time, however, we may take up to ninety (90) days to investigate complaints or questions concerning foreign-initiated transfers, or up to forty-five (45) days to investigate, we will provisionally credit your Account within ten (10) business days for the amount you think is in error. You will have the use of the money during the time it takes us to complete the investigation. If we decide no error occurred, we will send you a written explanation within three (3) business days after our investigation is completed. You may ask for copies of the documents we used in our investigation.
Electronic Communication (secure messages) to The Santa Anna National Bank may be delayed; therefore, if you need The Santa Anna National Bank to receive information concerning your Account immediately ( e.g. , to stop payments, to report a lost or stolen card or to report unauthorized use of your Account), you must contact The Santa Anna National Bank in person or by telephone. The Santa Anna National Bank shall have a reasonable period of time after receipt to act on requests or information you send by electronic mail.
Links to Other Internet Sites
Electronic Signatures and Authentication
The Santa Anna National Bank may, in accordance with federal law, adopt or accept commercially reasonable electronic signatures and/or authentication procedures to verify customer identity, authenticate customer signature authorization, and confirm that information electronically received by The Santa Anna National Bank has not been altered during transmission. Such electronic signatures shall consist of symbol(s) or code(s), which may be affixed or contained in electronic agreements, disclosures, notices, records or data transmitted by you or The Santa Anna National Bank to the other party. Neither The Santa Anna National Bank nor you shall disclose to any unauthorized person the confidential electronic signature of the other party.
You agree that by using Internet Banking to conduct transactions, the information and transfers will be recorded and/or data captured. By using The Santa Anna National Bank's service you consent to such recording.
The information and materials contained in this Site are owned by The Santa Anna National Bank or by others, as applicable. No material may be copied, displayed, transmitted, distributed, framed, sold, stored for use, downloaded, or otherwise reproduced except as permitted by law. All contents of this Site are © 2003 The Santa Anna National Bank. All rights reserved. Internet Banking contains copyrighted material, trademarks, service marks, logos, trade dress and other proprietary content, including but not limited to text, software, sound, photographs, buttons, images, video and graphics, the entire selection, coordination, arrangement and “look and feel” of Internet Banking is copyrighted as a collective work under United States copyright laws. Neither these Terms nor your use of Internet Banking transfers any right, title or interest in the Site or content on this Site to you, and The Santa Anna National Bank and its third party licensors retain all of its and their respective right, title and interest to the Site and its content.
NEITHER THE SANTA ANNA NATIONAL BANK NOR ANY OF ITS AFFILIATES MAKES ANY WARRANTY OF ANY KIND REGARDING THE PRODUCTS AND SERVICES ADVERTISED ON OR ACCESSED THROUGH THIS SITE OR ANY LINKED SITE. THE SANTA ANNA NATIONAL BANK WILL USE REASONABLE EFFORTS TO ENSURE THAT ALL INFORMATION DISPLAYED IS ACCURATE; HOWEVER, THE SANTA ANNA NATIONAL BANK EXPRESSLY DISCLAIMS ANY REPRESENTATION AND WARRANTY, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, AND THE ABILITY TO USE THE SITE WITHOUT CONTRACTING A COMPUTER VIRUS. THE SANTA ANNA NATIONAL BANK IS NOT RESPONSIBLE FOR ANY LOSS, DAMAGE, EXPENSE, OR PENALTY (EITHER IN TORT, CONTRACT, OR OTHERWISE), INCLUDING DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE AND INCIDENTAL DAMAGES, LOST PROFITS OR DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY OR LOSS OF USE, THAT RESULT FROM THE ACCESS TO OR USE OF THIS SITE. THIS LIMITATION INCLUDES, BUT IS NOT LIMITED TO, THE OMISSION OF INFORMATION, THE FAILURE OF EQUIPMENT, THE DELAY OR INABILITY TO RECEIVE OR TRANSMIT INFORMATION, THE DELAY OR INABILITY TO PRINT INFORMATION, THE TRANSMISSION OF ANY COMPUTER VIRUS, OR THE TRANSMISSION OF ANY OTHER MALICIOUS OR DISABLING CODE OR PROCEDURE. THIS LIMITATION APPLIES EVEN IF THE SANTA ANNA NATIONAL BANK OR ANY OF ITS AFFILIATES HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. YOU AGREE THAT, EXCEPT AS EXPRESSLY STATED HEREIN, THERE IS NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING ANY ASPECT OF INTERNET BANKING.
BY ACCESSING INTERNET BANKING THROUGH THE WORLD WIDE WEB, YOU AGREE THAT THE NEITHER THE SANTA ANNA NATIONAL BANK NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE COSTS, EXPENSES OR DAMAGES (INCLUDING LOST SAVINGS OR PROFITS, LOST DATA, BUSINESS INTERRUPTION OR ATTORNEY'S FEES) ARISING OUT OF OR RELATED TO THESE TERMS OF YOUR USE OF THIS SITE. THE MAXIMUM AGGREGATE LIABILITY OF THE SANTA ANNA NATIONAL BANK FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OR CAUSE OF ACTION, SHALL BE ONE HUNDRED US DOLLARS ($100).
If any provision of these Terms are found to be invalid or unenforceable under applicable law, said provision shall be ineffective to the extent of such invalidity only, without affecting the remaining provisions of these Terms.
Jury Trial Waiver and Arbitration
You hereby knowingly, voluntarily, intentionally and irrevocably waive the right to a trial by jury in respect to any litigation based hereon or arising out of these Terms or relating to the account as permitted under applicable law.
You agree that any dispute arising out of or relating in any way to your use of this Site or Internet Banking requires that such claim be resolved exclusively by confidential binding arbitration except that, to the extent you have in any manner violated or threatened to violate Bank's intellectual property rights, Bank may seek injunctive or other appropriate relief. The arbitration shall be conducted before three neutral arbitrators in the city of Santa Anna, Texas, in accordance with the rules of the American Arbitration Association ("AAA"), as then in effect. No claims of any other parties may be joined or otherwise combined in the arbitration proceeding. Unless otherwise expressly required by applicable law, each party shall bear its own attorneys' fees without regard to which party is deemed the prevailing party in the arbitration proceeding. Except for punitive and consequential damages (which may not be awarded), and subject to these Terms, the arbitrators shall be authorized to award either party any provisional or equitable remedy permitted by applicable law. The parties shall equally share all AAA charges and fees associated with the arbitration.
BECAUSE THE USE OF THIS SITE REQUIRES THE ARBITRATION OF ANY CLAIMS OR DISPUTES EXISTING BETWEEN THE PARTIES, NEITHER PARTY WILL HAVE THE RIGHT TO PURSUE THAT CLAIM IN COURT OR BEFORE A JUDGE OR JURY OR TO PARTICIPATE IN A CLASS ACTION OR ANY OTHER COLLECTIVE OR REPRESENTATIVE PROCEEDING. THE ARBITRATORS' DECISION WILL BE FINAL AND BINDING. OTHER RIGHTS THAT EITHER PARTY WOULD HAVE IF SUCH PARTY WENT TO COURT, INCLUDING WITHOUT LIMITATION THE RIGHT TO CONDUCT DISCOVERY OR TO APPEAL, MAY BE LIMITED OR UNAVAILABLE IN ARBITRATION.
The award of the arbitrators may be enforced in any court having jurisdiction thereof. Each party hereby consents (a) to the non-exclusive jurisdiction of the courts of the State of Texas or to any Federal Court located within the State of Texas for any action (i) to compel arbitration, (ii) to enforce any award of the arbitrators, or (iii) at any time prior to the qualification and appointment of the arbitrators, for temporary, interim or provisional equitable remedies, and (b) to service of process in any such action by registered mail or any other means provided by law. Should this Section be deemed invalid or otherwise unenforceable for any reason, it shall be severed. In such event, the parties to these Terms agree that exclusive jurisdiction and venue for any claims will be in state or federal courts in Santa Anna, Texas, and each party hereby waives any defense related to personal jurisdiction, process or venue.
You agree to indemnify, defend and hold The Santa Anna National Bank, its affiliates, shareholders, directors, officers, co- branders, subsidiaries, parents, employees and agents, harmless from any claim, demand, liability, dispute, damage, cost, expense, or loss, including attorneys' fees and costs of litigation, arising out of, or in any way related to your use of or access to this Site, your use of Internet Banking, including any use by your employees, your violation of these Terms or your violation of any rights of a third party.
The Bank may waive any term or provision of these Terms at any time or from time to time, but any such wavier shall not constitute a waiver of the term or provision in the future.
The Santa Anna National Bank may assign the rights and delegate the duties under these Terms to any present or future, directly or indirectly, affiliated company or to any third parties.
Either party may terminate these Terms by giving sufficient notice to the other party. Any transaction you have initiated prior to receipt of notice of termination by The Santa Anna National Bank will continue to be made until The Santa Anna National Bank has had a reasonable opportunity to act upon the notice of termination. If The Santa Anna National Bank terminates your access to Internet Banking, The Santa Anna National Bank reserves the right to immediately stop making transfers from your Account(s), including those you previously authorized.
These Terms are subject to the provisions of all applicable operating circulars of the Federal Reserve System and any other applicable provisions of Federal law. Except as so provided, these Terms and the use of this Site are governed by and interpreted in accordance with the laws of the state of Texas. These Terms shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns.
Mobile Deposit (Single Check Deposit) Addendum to Online Service Agreement
We suggest you read this document carefully and print a copy for your reference. You may refer back to it at any time by accessing the About Us tab within the Online Service.
As a Mobile APP user of the Mobile Deposit feature, this Addendum ("Addendum") amends and becomes a part of the Online Service Agreement and the Terms and Conditions for use of all online products between the Santa Anna National Bank and you (individual applying for or using the Service). The terms of the Account Documentation are hereby ratified, affirmed and incorporated herein and shall continue to apply in all respects, as amended hereby. By acknowledging or signing the applicable Account Documentation or by using or continuing to use the Service, you agree to this Addendum. In the event of a conflict between this Addendum and the Account Documentation, this Addendum will govern.
Mobile Deposit Service
- The Service allows you to make certain deposits to an eligible account electronically by using a capture device to create an electronic image of a paper check or other paper source document only payable in U.S. Dollars ("Item") by scanning the Item and transmitting it to us. As part of the Service you must use software and hardware provided by or acceptable to us. You are solely responsible for information or data that is transmitted, supplied or key-entered by you, your employees or agents. Before you scan any Item, you shall endorse all Items with your name and the legend "For Mobile Deposit Only”.
- You agree that after the Item has been scanned and submitted for deposit, you shall not otherwise transfer or negotiate the original Item, substitute check or any other image thereof. You further agree that you shall be solely responsible for the original Item, including storage, retrieval and destruction.
- You agree that the electronic image of the Item or any substitute check, as defined by federal law, will become the legal representation of the Item for all purposes.
- If we receive a scanned Item at or before the daily cutoff time on a business day we are open, we will consider that day to be the day of deposit. If we receive a scanned Item after the daily cutoff time or on a weekend or a state or federal holiday, we will consider that the deposit was made on the next business day.
- Federal Reserve Board Regulation CC (availability of funds) does not apply when you transmit the electronic images of Items to us. Funds from deposits made via the Service generally will be available for withdrawal by the next business day after the day of deposit. However, we may apply additional delays on the availability of funds based on any other factors as determined by us in our sole discretion.
- The maximum amount you may deposit on any day and the maximum aggregate amount that you may deposit during any thirty (30) day period to an account are subject to limits.
- We may return or refuse to accept all or any part of a deposit to your account using the Service at any time and will not be liable for doing so even if such action causes outstanding checks or other debits to your account to be dishonored and returned.
If the electronic files and/or images transmitted to us with respect to any Item do not comply with our or our processor's requirements for content and/or format, we may, in our sole discretion:
- further transmit the Item and data in the form received from you;
- repair or attempt to repair the Item or data and then further transmit it;
- process the Item as photocopies in lieu of originals; or
- return the data and Item to you unprocessed and charge back your account.
You represent and warrant to us that:
- any image we receive accurately and legibly represents all of the information on the front and back of the original Item as originally drawn;
- the information you transmit to us corresponding to an Item contains a record of all applicable MICR-line information required for a substitute check and the accurate amount of the Item;
- the Item conforms to the technical standards for an Electronic Item set forth in Federal Reserve Board Regulation J, or Federal Reserve Bank operating circulars and for a substitute check set forth in Federal Reserve Board Regulation CC;
- no person will receive a transfer, presentment, or return of, or otherwise be charged for, the Item (either the original Item, or a paper or electronic representation of the original Item) such that the person will be asked to make payment based on an Item that has already paid;
- you will not redeposit through this Service any Item previously deposited and returned to you unless we advise you otherwise;
- you will employ commercially reasonable security measures and firewalls sufficient to protect transmissions and storage to ensure no unauthorized access or duplicate presentment;
- you will only transmit Items that originated as paper Items;
- you will comply with all laws and regulations applicable to you in your use of the Service and not use the Service for any purpose prohibited by foreign exchange regulations, postal regulations or any other treaty, statute, regulation or authority;
- if you are depositing Items on behalf of third parties, the owner of the Item has authorized you to negotiate the Item and electronically transmit the Item; and
- if you are scanning Items from a location outside of the United States, such authorization covers the cross-border transmittal of the Item.
We make no representations or warranties, whether express, implied or statutory regarding or relating to any of the software, capture devices or other hardware and/or access to or use of them or the related materials and the Service. We specifically disclaim any and all implied warranties of merchantability and fitness for a particular purpose and non-infringement. We and our subcontractors also do not guarantee that your access to the Service will be uninterrupted, error free or secure.
YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, REGARDLESS OF THE FORM OF THE ACTION OR THEORY OF RECOVERY, RELATED IN ANY WAY TO YOUR USE OF THE SERVICE EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
In addition to the indemnities contained in the Account Documentation, you agree to defend, indemnify and hold us harmless for any loss or expense (including attorney’s fees and expenses of litigation) resulting from:
- your breach of any of the warranties made by you pursuant to this Addendum or the Account Documentation;
- any claim pertaining to any warranty or indemnity that we make with respect to an Item under the Check Clearing for the 21st Century Act, Federal Reserve Board Regulations CC and J and all other laws, regulations and industry and clearing house rules applicable to Items.
To the extent we or our licensors make any software available to you via download on our website for use in conjunction with the Service, we hereby grant, and you hereby accept, for the term of this Addendum, a non-exclusive, non-assignable, non-transferable, limited right and license to use the proprietary computer software products in object code and any associated documentation ("Products") for use only directly in conjunction with its permitted use of the Service.
Except for the license granted to you hereunder, all rights and title in and to the Products, including any improvements, modifications, and derivative works, will at all times remain with us or our licensors, and you shall acquire no rights in the Products.
- You agree that the Products will be used only by you and your Affiliates, provided that each Affiliate agrees to be bound by the terms hereof and further that you will be liable for your Affiliates' acts and omissions in connection with the Products. For purposes of this Addendum, "Affiliates" means those entities that control, are controlled by or are under common control with you. For purposes of this definition, "control" (including with correlative meaning, controlled by, and under common control with) means the possession, directly or indirectly, of greater than a 50% ownership interest in an entity.
- Except as otherwise expressly provided herein, you will not copy, modify, or create derivative works of the Products or display, assign, sublicense, distribute, or otherwise transfer any interest in this Addendum or the Products to any third party.
- You will not, and will not permit others to, reverse engineer, reverse-compile, or reverse- assemble the Products or otherwise attempt to obtain source code for the Products.
- You shall use the Products solely for your personal or internal business purposes. For purposes of this clause, you may not use the Products for time sharing, rental, or service bureau purposes, or the sale, marketing or (except as otherwise expressly provided herein) commercial exploitation of the Products.
- You will notify us in writing regarding any unauthorized use or disclosure of the Products immediately after it becomes known to you.
- You acknowledge that the Products constitute trade secrets and represent significant economic and commercial value to us and/or our licensors and must be maintained as secret, confidential and proprietary. You agree that copyright legends borne by the Products in no way reduce the trade secret, proprietary and/or confidential nature thereof. You will take all reasonable steps to safeguard the Products to ensure that no unauthorized disclosure or use is made, in whole or in part, and will use at least the same degree of care to prevent the unauthorized use, disclosure or availability of the Products as you ordinarily use in protecting your own most valuable confidential and proprietary information. You will not remove or alter any copyright or other proprietary legends contained on the Products.
- Your obligations under this Section survive termination of this Addendum.
You will be solely responsible for the installation, training and maintenance of the Products. It is your (and expressly not our) responsibility to establish reasonable backups, accuracy checks and security precautions to guard against possible malfunctions, loss of data and unauthorized access.
In the event the Products become, or in our opinion are reasonably likely to become, the subject of a claim of infringement, you will allow us, at our option and expense, to replace the Products with a non-infringing alternative, modify the Products so that they become non-infringing or terminate the license.
You will defend, indemnify and hold us, our officers, affiliates, employees and agents harmless from any actions, claims, losses, demands, liabilities, litigation or damages (including reasonable attorneys' fees) arising from or in connection with your unauthorized use of the Products.
You will bear the entire risk of loss, destruction and damage to the Products from any cause whatsoever, and no such loss, destruction or damage shall impair any of your obligations hereunder which shall continue in full force and effect.
You will be responsible, at your expense, for complying with all laws and regulations applicable to use of the Product, including, without limitation, laws and regulations pertaining to (i) exports or imports of software and related property; (ii) use or remote use of software and related property; or (iii) registration of this Addendum. You will indemnify and hold harmless us and our affiliates, employees and agents from and against all actions, claims, losses, demands, liabilities, litigation or damages (including reasonable attorneys' fees) arising from or in connection with any violation by you of any such laws or regulations.
We reserve the right to terminate the Service at any time without notice to you.