EFTA01448723.pdf

20. Intellectual Property and Other Proprietary Rights A. The Bank hereby grants to you the limited. non-exclusive, non-transferable right and license to use the Bank Software on the Site and the Bank's Content (as defined below), in object code format only and excluding source code, on a single computer solely during the term of this Agreement and for the purposes of using the Internet Banking Services pursuant to this Agreement. You may not under any circumstances modify, copy, distribute, republish or download the Bank Software or any of the Bank's Content on the Site without the Bank's prior consent in writing, except for content that you have previously uploaded to the Site using the Bank Software or which relates specifically to your Account(s). This license will cease on termination of this Agreement for any reason. You undertake to obtain and comply with all appropriate licenses in respect of third party software, including but not limited to Internet access software. B. You are permitted to use the Bank's Content and the Bank Software delivered to you through the Internet Banking Services only on the Site. You acknowledge that the Site, the Bank Software and the Internet Banking Services, and its accompanying documentation, if any, constitute valuable property, proprietary property and confidential trade secrets of the Bank. You agree not to copy or duplicate the Site, the Bank Software and the Internet Banking Services save to the extent permitted by applicable law without the written consent of the Bank, and you understand and agree that (a) the Bank will suffer irreparable harm in the event of any unauthorized disclosure of any portion of the Bank Software or its accompanying documentation to any third party without the prior written consent of the Bank and that (b) you are not authorized to make any change or modification to such software without the prior written consent of the Bank. You may not copy, reproduce, distribute or create derivative works from the Bank's Content or the Bank Software. Further, you agree not to reverse engineer or reverse compile any of the service technology, including but not limited to, any Java applets associated with the Site, the Bank Software and the Internet Banking Services. C. All editorial content, computer code, graphics and information on the Site provided by the Bank or its Service Provider as well as the Bank Software is owned by or licensed to the Bank or its Service Provider (collectively, the "Bank's Content"). The Bank and its Service Provider reserve and retain all copyrights and other proprietary rights in and to the Bank's Content, including without limitation, the Bank Software and all rights in any public information gathered as a compilation. All the Bank's Content, including without limitation, the Bank Software, is protected by U.S. and/or international laws, international treaties and/or other applicable laws. Unauthorized use of the Site or the Bank's Content, including without limitation the Bank Software, is strictly prohibited and may subject you to prosecution. Revision, republication and re-use of the Bank's Content or the Site, including without limitation the Bank Software, for any purpose is strictly prohibited in whole or in pan. Linking to and/or framing the Site is strictly prohibited unless the Bank expressly consents in writing to such a link or frame. All other uses of the Site, the Bank Software, the Internet Banking Services, and/or the Bank's Content not expressly allowed in this Agreement are strictly prohibited. 21. Regulation and Export of Software You undertake to be responsible for obtaining and complying with all legal, governmental and regulatory licenses and requirements applicable to use of the Site, the Bank Software and the Internet Banking Services in any country from which you access the Site, the Bank Software and the Internet Banking Services. In particular and not by way of limitation, you agree not to export, re-export or import the Bank Software (or copy thereof) to or from any country (or to or from any national thereof) for which the United States (or any other) government or any agency thereof requires an export or import license or other governmental approval without first obtaining such license or approval. 22. Indemnification You agree to indemnify, defend and hold the Bank, other members of the Deutsche Bank Group, their Service Providers and their respective officers, directors, employees and agents, harmless to the fullest extent permitted by law from and against (a) any and all actions, claims, suits, fines and penalties arising out of (i) the Bank's performance of its obligations to you hereunder, (ii) the use by you or Other Permitted Persons of the Site and (iii) the Internet Banking Services, except to the extent of the Bank's gross negligence or willful misconduct and (b) any damages, costs, expenses (including legal fees and disbursements), losses or liabilities relating to any such actions, claims, suits, fines or penalties or to any breach of this Agreement by you or Other Permitted Persons (whether or not the Bank or you are parties to any dispute or proceeding). 23. Third Party Links The Internet Banking Services may permit you to access third party Internet sites via "hyperlinks." The locator contained in the hyperlink is for your information only and does not constitute an endorsement of the site; the Bank has no control over the material appearing on sites owned or sponsored by third parties that may be accessed by such hyperlinks. Neither the Bank nor any member of the Deutsche Bank Group warrants or assumes any responsibility for the accuracy, completeness, quality or legality anywhere of any information which is proprietary to, or prepared or derived from, any third party source or information contained in any third party Internet or other site which is available via a "hyperlink." Neither the Bank nor any member of the Deutsche Bank Group can give any assurance or guarantee as to the security or confidentiality of any connection made by use of any such hyperlink. The Bank's privacy policies do not apply to any such linked Internet sites. You should consult the privacy disclosures on any such linked Internet sites for further information. WM134667 17 010198.080613 CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0103829 CONFIDENTIAL SDNY_GM_00250013 EFTA01448723