OR PROVIDE ANY SERVICES IN CONNECTION WITH ACCOUNT
OVERDRAFT MANAGEMENT THAT WOULD BE COMPETITIVE TO ASM'S PROGRAM OTHER THAN
PURSUANT TO A LICENSE AGREEMENT WITH ASM.
THIS SECTION 6.5 SHALL NOT PROHIBIT
CLIENT FROM PROVIDING ACCOUNT OVERDRAFT MANAGEMENT SERVICES TO ITS OWN CUSTOMERS
FOLLOWING TERMINATION OF THIS AGREEMENT FOR ANY REASON, EXCEPT THAT CLIENT SHALL
CONTINUE TO BE OBLIGATED TO COMPENSATE ASM UNDER THE TERMS OF THIS AGREEMENT IF
CLIENT CONTINUES TO OPERATE THE PROGRAM DURING THE COMPENSATION PERIOD.
CLIENT
MAY PROVIDE SERVICES TO ITS OWN CUSTOMERS DIRECTLY, OR MAY ENTER INTO A SERVICE
AGREEMENT WITH AN ALTERNATIVE OVERDRAFT ACCOUNT MANAGEMENT PROVIDER.
CLIENT
WARRANTS THAT THE TERM AND EXTENT OF THIS SECTION 6.5 ARE REASONABLE.
7.
REPRESENTATIONS, WARRANTIES,
DISCLAIMERS
7.1
ASM represents to Client that (a) it has
reviewed compliance of the Program with applicable federal law and regulations,
(b) it believes the Program complies with applicable federal law and
regulations, and (c) it is not aware of any instance of a financial institution
failing to comply with applicable federal law and regulations on account of its
implementation of the Program.
7.2
CLIENT ACKNOWLEDGES THAT ALTHOUGH ASM
PROVIDES, AS A PART OF THE PROGRAM, INFORMATION, RECOMMENDATIONS AND OTHER
CONSULTATION SERVICES ON MATTERS THAT MAY BE SUBJECT TO STATE AND FEDERAL LAWS
AND REGULATIONS, ASM CANNOT GIVE LEGAL ADVICE.
CLIENT AGREES THAT IT WILL NOT
RELY ON ASM TO ASSURE CLIENT'S COMPLIANCE WITH ANY APPLICABLE STATE OR FEDERAL
LAWS AND REGULATIONS OR OTHER LEGAL REQUIREMENTS ("APPLICABLE LEGAL
REQUIREMENTS").
CLIENT FURTHER ACKNOWLEDGES THAT ASM HAS ADVISED CLIENT TO
OBTAIN, AND THAT CLIENT AGREES TO OBTAIN, ITS OWN LEGAL COUNSEL TO ASSURE THAT
THE PROGRAM, AND ITS IMPLEMENTATION AND OPERATION BY CLIENT, COMPLIES WITH ALL
APPLICABLE LEGAL REQUIREMENTS.
CLIENT'S ADOPTION AND EFFECTUATION OF ANY
RECOMMENDATION OR OTHER PROGRAM ELEMENT SHALL CONSTITUTE CLIENT'S WARRANTY TO
ASM THAT CLIENT HAS DETERMINED, WITH THE ASSISTANCE OF NECESSARY AND APPROPRIATE
LEGAL COUNSEL, THAT ADOPTION AND EFFECTUATION OF THE RECOMMENDATIONS AND OTHER
PROGRAM ELEMENTS COMPLIES WITH ALL APPLICABLE LEGAL REQUIREMENTS.
7.3
ASM DISCLAIMS ALL REPRESENTATIONS AND
WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT,
INCLUDING ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY.
8
7.4
ASM SHALL NOT BE LIABLE FOR ANY FAILURE OF
THE PROGRAM OR OF CLIENT AND ITS IMPLEMENTATION OR OPERATION OF THE PROGRAM TO
COMPLY WITH ANY APPLICABLE LEGAL REQUIREMENTS, NOR SHALL ASM BE LIABLE FOR ANY
FAILURE OF THE PROGRAM OR ITS IMPLEMENTATION OR OPERATION TO PROVIDE ANY
PARTICULAR RESULT.
IN NO EVENT SHALL ASM'S LIABILITY UNDER THIS AGREEMENT
EXCEED THE FEES PAID BY CLIENT TO ASM HEREUNDER.
IN NO EVENT SHALL ASM BE
LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.
8.
TERM AND TERMINATION
8.1
The term of this Agreement shall begin on
the Effective Date and shall expire on the last day of the Operation Period,
unless earlier terminated as permitted below.
8.2
IF EITHER PARTY COMMITS A MATERIAL, UNCURED
BREACH OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT, THEN THE OTHER