Common use of Dual Control Clause in Contracts

Dual Control. the use of a system where a Primary Administrator or User is given a “Setup” authorization to provide instructions to Bank. However, the instructions do not become valid until a User given an “Approver” authorization provides a secondary approval to “release” the instructions to Bank. The Security Procedures may be altered or modified from time-to-time. Notice will be provided to you as set forth in this Agreement. Following transmission of such Notice, the Security Procedures (as modified) will become effective and you must comply with the modified Security Procedures. Bank reserves the right to reject any entries or transmission of information until you comply with the modified Security Procedures. Customer is strictly responsible for establishing and maintaining commercially reasonable procedures to safeguard against unauthorized transactions or transmissions. You acknowledge these Security Procedures are “commercially reasonable” pursuant to Article 4A of the Uniform Commercial Code. Regardless of any claim of unauthorized access, you will be responsible for any transaction instructions given following authentication using the Security Procedures. Bank will only have an obligation to comply with the Security Procedures set forth herein or in the Appendix. Customer warrants that no individual will be allowed to initiate transfers or transmissions in the absence of proper supervision and safeguards, and agrees to take reasonable steps to maintain the confidentiality of the Security Procedures and any passwords, codes, security devices and related instructions provided by the Bank in connection with the Security Procedures. Bank will have no liability if you or your employees disclose Login Credentials, Access Devices, or the Security Procedures. Any such disclosure will be treated as your consent to provide this information to that third party and provide him/her/them with access to your account(s). If the Customer believes or suspects that any such information or instructions have been accessed by unauthorized persons, Customer agrees to notify the Bank immediately, followed by written confirmation. The occurrence of unauthorized access will not affect any transfers or transmissions accepted in good faith by the Bank prior to receipt of such notification and within a reasonable time period to prevent unauthorized transfers or transmissions. Customer is responsible for any System transactions made with Login Credentials associated with Customer and/or Customer’s users, including such transactions resulting from, but not limited to, phishing attacks, spoofed websites, malware, Trojan viruses, or other third-party attempts to compromise confidential account information under Customer’s control or the control of your employees and/or agents. You acknowledge and understand that Cash Management is accessed through the internet, which is a public system over which Bank has no control and that, accordingly, you should only use a computer or other electronic device that is in a secure location and that is used only by your Primary Administrator or Users and that your network and network hardware are secure. You further agree that it is your responsibility to set up, maintain, and review your security arrangements, and to update, maintain, and properly use industry standard security products that are appropriate for you, including firewalls, anti-virus protection, anti-spyware protection, and patches that apply to a known exploitable vulnerability. If any of Customer’s Primary Administrator or Users gives an unauthorized person his/her Login Credentials, or otherwise permits or makes available to such an unauthorized person such Primary Administrator or User’s Login Credentials, irrespective of the circumstances or means, Customer is solely responsible for all transactions such unauthorized person performs using the Services. Any transaction performed by anyone using Login Credentials assigned to and associated with Customer’s Primary Administrators or Users’ accounts and acting with fraudulent intent, even those transactions Customer did not intend or want performed, are authorized transactions upon which we may take action. Customer assumes sole responsibility for any unauthorized use of the Login Credentials assigned to and associated with Customer’s Primary Administrators or Users and accounts. You agree to establish and maintain your own internal Security Procedures and controls to ensure and promote the protection and confidentiality of the Security Procedures and the Access Devices. You will be directly responsible for any loss or damage suffered by you or a third party resulting directly or indirectly from your failure to comply with the required Security Procedures. Additional users added to your account(s) are added at your sole risk and responsibility. To further enhance your security, you agree to follow these minimum general safety guidelines: A. You, your Primary Administrator, and your Users will never walk away from your computer while logged on to Cash Management. B. You, your Primary Administrator, and your Users will check your account balances and activity daily and report any suspicious activity immediately to Bank. C. You, your Primary Administrator, and your Users will memorize the PIN codes that are part of your Security Tokens. To change the codes on your physical Security Tokens, a Primary Administrator must contact the Bank to initiate the change. The Primary Administrator may be given rights to change the codes on software Security Tokens. D. You, your Primary Administrator, and your Users will never disclose any of the Security Tokens or Security Procedures to any person other than the Primary Administrator or Users. E. You, your Primary Administrator, and your Users will create complex passwords in compliance with this Agreement. F. You, your Primary Administrator, and your Users will read and stay aware of the best practices for Online Banking security, as they may be updated from time to time.