Terms of Service

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

(Click Agreement)

This CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the "Agreement") defines terms and conditions that are binding on each user of BankLabs products and services (individually, a "User" and collectively "Users"). Such use, and the related disclosure by BankLabs of its confidential and proprietary information by is authorized only if the User agrees to the terms and conditions of this Agreement and signifies that agreement by logging in to the system. Each User hereby agrees that the following will apply to all arrangements under which BankLabs and any of its subsidiaries and/or affiliates disclose or provide access to any BankLabs products and services, including but not limited to the BankLabs products/services known as "ThinkAG".

Definitions. The following terms shall have the meaning set forth below for purposes of this Agreement.
1. "BankLabs Information" refers to all things, tangible and intangible provided to Users, directly by BankLabs, or indirectly by one or more customers of BankLabs encompassed in any medium, including, without limitation, paper, magnetic and photographic media, and all copies thereof, in which BankLabs has an actual or claimed right or other interest and includes, without limitation, all knowledge and information which Users may acquire or have access to concerning BankLabs, the business, trade secrets and/or technology of BankLabs, any other documents, materials or information provided by BankLabs to Users, whether transmitted in writing, orally, visually, electronically or by any other means, whether received prior to, on or after the date of this Agreement. "BankLabs Information" does not include any information that:
  1. Is or hereafter becomes generally available to the public through no fault of the User, but only at such time as such availability occurs;
  2. Is in the possession of the User or was known to the User without restriction prior to disclosure hereunder;
  3. Is disclosed to the User on a non-confidential basis by a third party which is entitled to make the disclosure; or
  4. Is or was independently developed by employees or agents of User without reference to or use of any BankLabs Information.
2. "Representatives" refers to the Users officers, employees, affiliates, agents, consultants, subcontractors and other parties associated with User.
Confidentiality.
1. All BankLabs Information will at all times and for all purposes be and remain BankLabs's confidential and proprietary information. Each User shall, at all times, maintain and keep all BankLabs Information confidential and in a secure manner. User will follow a strict standard of care to avoid disclosure of BankLabs Information to any Representatives of User who do not have a need to know in connection with providing services to a customer of BankLabs.
2. User agrees to (i) restrict disclosure of BankLabs Information solely to its Representatives with a need to know BankLabs Information to in connection with its relationship with a BankLabs customer, (ii) not disclose to any other person any BankLabs Information without the written approval of BankLabs, (iii) use the BankLabs Information solely for the purpose of managing and administering loans for the customer of BankLabs, (iv) not use or disclose the BankLabs Information in any manner that is detrimental to BankLabs, and (v) inform the Representatives of User of the confidential nature of the BankLabs information, and obtain their agreement to the obligations set forth in this Agreement. User also agrees that it will not and its Representatives will not copy, reverse engineer, or prepare derivative works of any BankLabs Information. The User is responsible for its Representatives' compliance with this Agreement.
3. Upon the termination of the User's contractual relationship with BankLabs' customer, User and its Representatives promptly will return to BankLabs (or destroy at BankLabs' request) all BankLabs Information in its possession or control, both paper-based and electronic, together with all copies, notes, abstracts, memoranda, or other documents which contain BankLabs Information or any discussion or copies of the BankLabs Information. If destruction of BankLabs Information is requested by BankLabs, User will certify, in writing, that such destruction was completed in a manner consistent with industry standards and in accordance with the terms and conditions of this Agreement.
4. If the User, or any of its Representatives become legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand, warrants or other legal process) to disclose any BankLabs Information, User shall provide BankLabs with prompt prior written notice of such requirement and shall cooperate with BankLabs so that BankLabs may seek a protective order or other appropriate remedy.
5. The termination of any agreements or business relationship between, or involving the User or BankLabs, shall not relieve User of its obligations under this Agreement.
6. User represents and warrants that it will not permit any Confidential Information obtained in connection with this Agreement to be stored or accessed outside the United States.
BankLabs' Remedies. User understands and agrees that BankLabs will suffer irreparable harm in the event User breaches any of its obligations in this Agreement and that monetary damages will be inadequate to compensate BankLabs for such breach. Accordingly, User agrees that in the event of a breach of any of the provisions of this Agreement, in addition to and not in limitation of any other rights, remedies or damages available at law or in equity, BankLabs will be entitled to equitable relief, including but not limited to a temporary restraining order, preliminary injunction and permanent injunction in order to prevent or restrain any such breach and will be entitled to recover its attorneys' fees and costs in any such proceeding.
No Warranty. User understands and acknowledges that all BankLabs Information is being provided without any representation or warranty, express or implied, as to the accuracy or completeness thereof.
Miscellaneous.
1. This Agreement sets forth the entire agreement and understanding between the BankLabs and User as to its subject matter and merges and supersedes all prior discussions, agreements and understandings between the parties with respect thereto and supersedes any provision in any other agreement to the extent that any provision in this Agreement conflicts with, amends or modifies any term or condition in such agreement. This Agreement may not be changed, modified, or amended except by a writing signed by both BankLabs and User. Neither party may directly or indirectly assign or transfer this Agreement or any right or obligation hereunder.
2. This Agreement will be governed by and construed in accordance with the laws of the State of Arkansas, without regard to its conflict of law provisions or those of any other state. Any cause of action to enforce this Agreement shall be brought exclusively in the state and federal courts located in Pulaski County, Arkansas.
3. If any provision of this Agreement is held by a court to violate any law or is otherwise not enforceable, the remainder of this Agreement will nevertheless remain in full force and effect insofar as legally possible.
4. USER AGREES TO BE BOUND BY THIS AGREEMENT WITHOUT PHYSICALLY SIGNING IT, AND UNDERSTANDS THAT USER IS BOUND HEREBY BY VIRTUE OF LOGGING ON TO THE BANKLABS SYSTEM.
5. The user further acknowledges that he/she may not access the Services or any portion of the underlying software by means of a non-human user. With the sole exception of automation of direct access to the SFTP folder, provided by BankLabs as part of its SFTP features, the use of automation scripts in conjunction with the Services is expressly prohibited.

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