USE OF SITE
Customer agrees that any trade confirmation, account statement or other document delivered through the Site by “clicking” on the designated spaces in or relating to such document shall be deemed to be “in writing” and to have been “signed” and delivered for all purposes by Customer. Any record of such transaction or confirmation (including, without limitation, electronic records) shall be deemed to be “in writing.” Customer further agrees that it shall not contest the legally binding nature, validity or enforceability of any transaction, document or confirmation based on the fact that it has been executed by “clicking” on the designated spaces and expressly waives any and all rights it may have to assert such claim.
BankFIRST hereby grants to Customer a worldwide, non–exclusive, non–sublicensable, non–transferable, non–assignable, personal right and license to access and use the Site solely for Customer’s internal use in accordance with the terms of this Agreement. Customer accepts the right and license granted herein to access and use the Site solely in accordance with this Agreement and any rules or restrictions or procedures published by BankFIRST on the Site from time to time. Customer acknowledges and agrees that the Site, and all intellectual property and proprietary rights therein and thereto, anywhere worldwide, including such rights in copyrights, trademarks, service marks, trade dress, patents, patent applications and trade secrets and other proprietary and/or confidential information (collectively, “IP”), are the valuable property of BankFIRST and/or its licensors. Other than the license granted hereunder, Customer obtains no rights to the Site. Customer may not access or use the Site in any way that may infringe any IP right of BankFIRST or its licensors. Customer promptly shall notify BankFIRST of any actual or threatened infringement or misappropriation of IP, or any portion thereof, of which it becomes aware. Customer acknowledges and agrees that it will not use, or allow the use of the Site in contravention of, and will comply with, any applicable laws, rules, regulations or interpretations (collectively, “Applicable Law”).
Customer agrees that it will not, and will not authorize or permit any person (“Authorized Person”) under its control, under any circumstance to:
- sell, lease, transfer, recirculate, republish, redistribute, make available or otherwise provide access to the Site, or any portion thereof or data thereon, to any person other than its Authorized Persons, including through oral, written, or electronic means whether as a demonstration or otherwise;
- photocopy, download or otherwise reproduce in any medium any portion of the Site, except that Customer may download into Customer’s internal computer system, or print a hard copy of, content on the Site, in whole or in part, provided that, in each case, all copyright and other proprietary notices are retained and complied with; or
- alter, decompile or reverse engineer any software component of the Site. All cost and expense of equipment, operating platforms, and software necessary to access and use the Site, and the maintenance thereof shall be the sole responsibility of Customer.
CUSTOMER ACKNOWLEDGES AND AGREES THAT IT WILL BE RESPONSIBLE TO ENSURE THAT ANY ACTIVITY UNDERTAKEN BY CUSTOMER OR ITS AUTHORIZED PERSONS IN ANY JURISDICTION AND WITH ANY PERSON IN WHOLE OR IN PART ON OR THROUGH THE SITES IS IN COMPLIANCE WITH APPLICABLE LAW.
Customer agrees to provide BankFIRST with all information, cooperation and assistance, documents and data as shall reasonably be requested by BankFIRST in order to enable BankFIRST to comply with any and all Applicable Law. Customer understands and agrees that BankFIRST may report such information to regulatory authorities to the extent necessary, in its reasonable discretion, to comply with Applicable Law.
BankFIRST shall assign to each Authorized Person a unique User ID (“User ID”) and a corresponding Password to enable Authorized Persons to access and use such functions within the Site as Customer shall authorize. Customer shall (i) maintain, (ii) take appropriate steps to ensure that its officers and employees maintain, and (iii) inform all Authorized Persons of Customer’s obligation to maintain, the confidentiality of User IDs and Passwords and the security of the Site. Customer shall not permit any person other than an Authorized Person to access or use the Site on its behalf or to use any User ID or Password and shall educate and familiarize those Authorized Persons who access and/or use the Sites with Customer’s obligations under this Agreement. Customer acknowledges and agrees that Customer and/or its Authorized Persons may access the Sites through the World Wide Web or other Internet service which is not necessarily secure, and BankFIRST does not warrant that such system is secure. Customer agrees to be bound by all communications (and the consequences thereof) placed on, executed through or facilitated by the Sites that are accompanied by a valid User ID and a valid Password assigned to Customer or an Authorized Person. Upon becoming aware of, or if Customer suspects, a technical failure or any improper access to or use of the Site or Passwords by any Authorized Person or other person, Customer shall promptly notify BankFIRST of such occurrence, and shall, as promptly as practicable, to the extent any improper access or use is by an Authorized Person, take immediate actions to terminate such Authorized Person’s access to and use of the Sites. BankFIRST reserves the right to limit or terminate Customer’s or any Authorized Person’s access to and use of the Site immediately and without notice.
Certain information from Customer’s account(s) at BankFIRST on the Site can be downloaded by Customer (“Account Information”). While BankFIRST believes that this Account Information will be accurate at the time of access and/or downloading by Customer, this information may have certain technical flaws, typographical errors or other inaccuracies. Additionally, the Account Information is subject to immediate change resulting from market conditions, price fluctuations and other related factors. BankFIRST expressly disclaims any responsibility or liability for the accuracy or use of such Account Information upon its being downloaded by Customer and will not be liable for any difficulty, damage or inaccessibility of such information due to hardware or software incompatibility.
MATERIAL IN ITS ENTIRETY
All materials on this Site are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions or disclosures, or any copyright or proprietary notices. Any disclaimers, restrictions, or disclosures apply to any partial document or material in the same manner as they do to the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.
Certain hyperlinks on the Site may link websites maintained by service providers which are not to be considered a part of the Site. Certain other links on the Site to non–affiliated third party sites may contain information over which we have no control. We take no responsibility for the content, accuracy, content, completeness, timeliness, current value or any aspect of the information on these sites and disclaim any liability to Customer for it or for any consequence of your decision to use the links provided or your use of such information. Links to non–BankFIRST sites do not imply any endorsement of or responsibility for the opinions, ideas, products, information or services offered at such sites, or any representation regarding the content at such sites. We also disclaim all liability and make no representations or warranties for any products or services sold or provided to BankFIRST by any third party. Your purchase of products or services through one of those other sites is subject to agreements and/or the terms and conditions in effect between Customer and the providers of products and services at those other sites. Customer agrees that it shall not bring a suit or claim against BankFIRST arising from or based on your purchase or use of products or services through those other sites. Links do not imply that BankFIRST endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked sites is authorized to use any trademark, trade name, logo or copyright symbol of BankFIRST.
CONTENT AND SERVICE AVAILABILITY
BankFIRST may make changes to the Site and reserves the right to do so without prior notice to you. Customer acknowledges that not all products and services listed or discussed on the Site are available in all geographic areas. Your eligibility for particular products and services is subject to final determination and acceptance by BankFIRST.
CONSENT TO ELECTRONIC DELIVERY
You agree to receive certain documents and information provided by BankFIRST through the Site and/or through email provided to you via the Site. This delivery will generally consist of certain Content on the Site, and certain other documents relating to BankFIRST’s business. This electronic provision and delivery will be regarded by you as appropriate delivery pursuant to any delivery requirements under the various statutes and rules, under any state or other jurisdiction. You acknowledge that you have the appropriate technological equipment to use the Site and to receive email via the Internet and understand that your use of the Internet may incur certain operational costs such as monthly fees for a service provider. You agree to notify BankFIRST in the event that you no longer desire to receive content through this delivery procedure and will allow a reasonable amount of time to permit proper delivery to you through other means.
Customer acknowledges that any information provided through the Site is not intended to be a recommendation, offer or solicitation of any particular products or services. In addition, all research, analysis and similar market information from non–affiliated third parties provided represent the views and opinions solely of the author or the indicated source. BankFIRST does not independently verify the accuracy or completeness of such information, nor does BankFIRST endorse any particular views expressed therein. Except for offering memoranda, BankFIRST disclaims any liability to Customer for this information or for any consequence of your decision to use it. Customer agrees that it shall independently confirm any such information presented through the Site before relying on such information. BankFIRST and its respective employees, contractors, agents and various contributors to the Site have no duty to correct or update any inaccurate or out–of–date information on the Site.
Customer acknowledges that it is acting for its own account, and it has made its own independent decisions to enter into a Transaction and as to whether a Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary. Customer is not relying on any communication (written or oral) of BankFIRST as investment advice or as a recommendation to enter into a Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. Further, Customer has not received from BankFIRST any assurance or guarantee as to the expected results of a Transaction.
COMPLIANCE WITH LAWS AND INDEMNITY
The Site may be used only for lawful purposes. Customer’s conduct may be subject to local, state, national and international laws. Customer agrees that it and any of its Authorized Persons shall comply with this Agreement, applicable laws, rules, regulations, ordinances and other similar national and international requirements of the country, state and province in which you are accessing and using the Site.
Upon request by BankFIRST, you agree to defend, indemnify and hold harmless BankFIRST, their officers, directors, employees, agents, contractors or other suppliers from all liabilities, claims and expenses, including attorneys fees, that arise from a breach of these Terms and Conditions for which you are responsible, or from third party claims arising from your use of the Site. BankFIRST reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. Notwithstanding the foregoing, you are not required to indemnify BankFIRST for its own violations of applicable laws.
CHANGES TO AGREEMENT
This Agreement shall be governed by and construed under the law of the State of Florida and the Federal law of the United States. You hereby consent and submit to jurisdiction in the Federal or state courts of the State of Florida, U.S.A. You hereby irrevocably waive your rights to a jury trial.
THIRD PARTY LICENSORS
The Site may, from time to time, provide Customer with various licensed programs (“Licensed Programs”) from third party vendors (“Vendors”) which have been licensed by BankFIRST for Customer use and/or which require Customer to sign a third party license agreement (“License Agreement”). In using the Licensed Programs, Customer agrees that it will
- protect any confidential information of BankFIRST or Vendors contained in the Licensed Programs;
- restrict the use of the Licensed Programs by Customer solely to conditions agreed upon in the Agreement and the License Agreement;
- restrict the copying of Licensed Programs to that number reasonably required for Customer use and backup purposes
- include BankFIRST and Vendor copyright and all other proprietary notices in the use of all Licensed Programs;
- prohibit the sale, relicensing, leasing, rental, lending and transferring of Licensed Programs;
- prohibit, and take reasonable measures to prevent, the decompiling, disassembly, reverse engineering or modification of Licensed Programs;
- comply with all export laws in respect of Licensed programs;
- disclaim any liability on the part of Vendors for damages, liabilities, costs or expenses incurred by Customer in the use of License Programs; and
- make all vendors a third party beneficiary of all Customer waivers, disclaimers, limitation of liabilities, confidentiality and IP provisions contained in the Agreement.