Common use of Security Procedures; Authorization; Encryption Clause in Contracts

Security Procedures; Authorization; Encryption. (a) The Bank will establish security procedures to be followed in connection with an Electronic Service as described in the Manuals. Each Fund understands and agrees that the security procedures are intended to determine whether instructions received by the Bank pursuant to this Agreement are authorized but are not (unless otherwise specified in writing) intended to detect any errors contained in such instructions. Each Fund will, and will cause its officers, employees and agents to, treat the user and authorization codes, passwords, keys and other authentication methods applicable to an Electronic Service with extreme care. Each Fund agrees to be bound irrevocably by any payment order, instructions or other transmissions received by the Bank or any Bank affiliate through an Electronic Service and accepted by the Bank or such affiliate in compliance with the security procedures, whether or not authorized. Each Fund will indemnify the Bank and its affiliates for all costs incurred and losses suffered by any of them arising from or in connection with unauthorized use of an Electronic Service by persons gaining access thereto from or through a Fund. (b) The Software or an Electronic Service may contain features designed to encrypt portions of certain communications between the Funds and the Bank. The Bank may also make hardware encryption devices available to the Funds for an additional charge. Certain browser-based Electronic Service may utilize encryption capabilities offered by the Fund's web browser software, and each Fund is solely and fully responsible for ensuring that such capabilities are adequate for each Funds. Encryption may not be available for every communication or Electronic Service, or for all data. Each Funds agrees that the Bank may deactivate any encryption features at any time, without notice or liability to any Fund, for the purpose of maintaining, repairing or troubleshooting the Software, Electronic Service or any Bank equipment.

Appears in 5 contracts

Samples: Cash Management and Related Services Agreement (North Carolina Daily Municipal Income Fund Inc), Cash Management and Related Services Agreement (Institutional Daily Income Fund), Cash Management and Related Services Agreement (Delafield Fund Inc)

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