Acceptance of Terms of Use

Origin Bank and Origin Bancorp (collectively herein, “ORIGIN”) offers Citrix Systems, Inc.’s (“CITRIX”) Sharefile (“SHAREFILE”) to you conditioned on your acceptable of the terms, conditions, and notices contained herein.  By using the SHAREFILE you agree to these terms and conditions. 

 

Description of Service – Client Portals

To enhance ORIGIN’s services to you, ORIGIN will use SHAREFILE, a collaborative, virtual workspace in a protected, online environment. SHAREFILE allows for real-time collaboration across geographic boundaries and time zones and allows ORIGIN and you to share data, engagement information, knowledge, and deliverables in a protected environment. In order to use SHAREFILE, you will be required to execute a client portal agreement and agree to be bound by the terms, conditions and limitations of such agreement. You agree that ORIGIN has no responsibility for the activities of SHAREFILE and agree to indemnify and hold ORIGIN harmless with respect to any and all claims arising from or related to the operation of SHAREFILE.  While SHAREFILE backs up your files to a third party server, ORIGIN recommends that you also maintain your own backup files of these records.

 

Citrix Systems, Inc. End User License Agreement

You are hereby notified that in connection with providing access to you to the Website and services related thereto, ORIGIN has entered into a License Agreement with CITRIX, a copy of which is located here:https://www.citrix.com/content/dam/citrix/en_us/documents/buy/enterprise‐software‐eula.pdf (“CITRIX EULA”).    You hereby agree that you shall thoroughly and completely review the terms of the CITRIX EULA, and that you shall use commercially reasonable efforts to ensure that your use of the Website will not cause or result in any violation by ORIGIN as “Customer” under the terms of the Citrix EULA.

 

Monitoring

ORIGIN reserves the right to log, review, and otherwise examine any information stored in or transmitted using the Website, our networks or systems.

 

Electronic Data Communication and Storage 

In the interest of facilitating our services to you, ORIGIN may send data over the Internet, temporarily store electronic data via computer software applications hosted remotely on the Internet or utilize cloud-based storage. Your confidential electronic data may be transmitted or stored using these methods. In using these data communication and storage methods, our firm employs measures designed to maintain data security. ORIGIN uses reasonable efforts to keep such communications and electronic data secure in accordance with our obligations under applicable laws, regulations, and professional standards.

You recognize and accept that ORIGIN has no control over the unauthorized interception or breach of any communications or electronic data once it has been transmitted or if it has been subject to unauthorized access while stored, notwithstanding all reasonable security measures employed by ORIGIN.  You consent to ORIGIN’s use of these electronic devices and applications during this engagement.

If you decide to transmit your confidential information to us in a manner other than a secure ShareFile, you accept responsibility for any and all unauthorized access to your confidential information. If you request that ORIGIN transmit confidential information to you in a manner other than a secure ShareFile, you agree that ORIGIN is not responsible for any liability, including but not limited to, (a) any loss or damage of any nature, whether direct or indirect, that may arise as a result of our sending confidential information in a manner other than a secure ShareFile, and (b) any damages arising as a result of any virus being passed on or with, or arising from any alteration of, any email message.

 

Data Retention and Backup 

By using the ShareFile, you agree that ORIGIN may retain data provided, for as long as is necessary to implement, administer and manage services provided to the you, or as required to comply with legal or regulatory obligations, including under tax, securities, exchange control and labor laws up to an indefinite time limit.  This means data may be retained after termination of your active service of ShareFile.

ORIGIN’s copies of your records and documents are solely for our documentation purposes and are not a substitute for your own records and do not mitigate your record retention obligations under any applicable laws or regulations. You are responsible for maintaining your own copy of information uploaded to ORIGIN’s SHAREFIL. ORIGIN do not provide back-up services for any of your data or records, including information ORIGIN provides to you.  Information on the SHAREFILE may be deleted by ORIIGN at any time without prior notice. 

 

Other Content

The SHAREFILE may include hyperlinks to other web sites or content or resources that are not owned or controlled by ORIGIN.  ORIGIN has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or resources which are provided by companies or persons other than ORIGIN.  You acknowledge and agree that ORIGIN is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products, or other materials on or available from such web sites or resources. You acknowledge and agree that ORIGIN is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products, or other materials on, or available from, such web sites or resources. ORIGIN encourage you to be aware when you leave the SHAREFILE and to read the terms and conditions and privacy policy of each other website that you visit.

 

Downtime and Service Suspensions

Your access to and use of the SHAREFILE may be suspended for the duration of any anticipated, unanticipated, scheduled or unscheduled downtime, maintenance, system updates, malfunction,  or other unavailability of any portion or all of the SHAREFILE for any reason, including as a result of power outages, system failures or other interruptions. ORIGIN may also, without any liability to you, suspend access to any portion or all of the SHAREFILE at any time, on a system‐wide basis: (a) for scheduled downtime to permit ORIGIN to conduct maintenance or make modifications to any file or account as a whole; (b) in the event of a denial of service attack or other attack on the website or other event that ORIGIN determines, in its sole discretion, may create a risk to the applicable account, to you or to any of our other customers if the service were not suspended; or (c) in the event that ORIGIN determines that any service is prohibited by law or ORIGIN otherwise determines that it is necessary or prudent to do so for legal or regulatory reasons.

 

Use Password and Security

Using the SHAREFILE and its related services requires the use of unique user name and password for each ORIGIN employee, prospective customer, and customer that is granted access to the SHAREFILE.  The confidentiality of your password and account information is your responsibility.  Any activities that occur under your account are your responsibility.  You agree to notify ORIGIN’s IT Department at ___________ immediately of any unauthorized use of your account or if ORIGIN need to revoke access for any of your employees or any other breach of security.  It is prohibited to use anyone else’s account under any circumstances.

 

Accuracy and Retention of Content and Liability Disclaimer

ORIGIN will strive to use reasonable efforts to include accurate and updated information on the SHAREFILE; however, you understand and agree that origin is under no obligation to do so and neither origin nor its employees make any representation or warranty about the sustainability, reliability, availability, timeliness, and accuracy of the information, software, documents, and/or communications contained on the sharefile for any purpose.  to the maximum extent permitted by applicable law, all such information, software, documents, and/or communications are provided “as is” without warranty or condition of any kind.  origin, and its suppliers, hereby disclaim all warranties and conditions with regard to such information, software, documents, and/or communications, including without limination, all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement. 

Any information, documents, and/or communications you and/or ORIGIN and/or ORIGIN’s employees upload and/or place on the SHAREFILE may remain on the SHAREFILE indefinitely and will be removed from the SHAREFILE at ORIGIN’s exclusive discretion.  To the maximum extent permitted by applicable law, in no event shall ORIGIN and/or its employees be liable for any direct, indirect, punitive, incidental, special, consequential damages or any other damages whatsoever, including without limitation, damages for loss of use, data or profits, arising out of or in any way connected with your use or the performance of the SHAREFILE, with the delay or inability to use the portal or related services, whether based in contract, tort, negligence, strict liability, or otherwise, even if any of ORIGIN’s employees has been advised of the possibility of damages.  Certain states do not permit these limitations, so that above may not apply to you.

If you are dissatisfied with any portion of the SHAREFILE service, your sole and exclusive remedy is to cease using SHAREFILE.

 

Icons, Logos, and Other Propriety

The trademarks, logos, and service marks (collectively herein, the “TRADEMARKS”) displayed on the SHAREFILE are registered and common law TRADEMARKS of Citrix and/or ORIGIN.  Nothing contained on the SHAREFILE should be construed as granting, by implication, or otherwise, any license or right to use any of the TRADEMARKS displayed on the SHAREFILE.  Your use of any of the TRADEMARKS of on the SHAREFILE is strictly prohibited. 

You should assume that everything you see and/or read on the SHAREFILE is copyrighted and is a trade secret and may not be used except as provided by these terms and conditions of use or in the text on the SHAREFILE without written permission of ORIGIN. 

 

Changes to Terms and Conditions

ORIGIN may at any time modify the terms, conditions, and notices under which the SHAREFILE is offered by updating this posting on ORIGIN’s website.  You are bound by any such modifications and should therefore periodically visit this page to review the then current terms and conditions to which you are bound. 

 

Confidentiality, Information Protection, and Protection of Date

Notwithstanding any existing legal or contractual obligations regarding confidentiality between you and ORIGIN, you undertake to treat all knowledge relating to business secrets, which come into your possession, as confidential.  You shall assure that any protected data, which comes into your possession through use of the SHAREFILE is not transmitted to any unauthorized person.  In partial consideration of the opportunity to access the resources of the SHAREFILE concerning your account, application, and/or other business, you agree to maintain the strict confidentiality of access of the SHAREFILE and its documents, information, contents and/or data and to indemnify and hold harmless ORIGIN and its officers, shareholders, directors, and employees and their heirs, successors, and assigns from and again any and all claims, actions, demands, losses, damages, judgments, costs, and expenses, including without limitation reasonable attorneys’ fees and liabilities of every kind which may arise from your or your employees’ use of SHAREFILE or because of violation of these terms and conditions of use. 

 

No Unlawful or Prohibited Use

You are prohibited from using the SHAREFILE to damage, disable, or overburden ORIGIN’s and/or Citrix’s server or network, to interfere with any other party’s use of SHAREFILE or to otherwise impair the use of the SHAREFILE in any manner.  Hacking, password mining, or any other means to gain unauthorized access to the SHAREFILE, SHAREFILE accounts, computers, or networks is prohibited.  Posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute of encourage conduct that would be considered a criminal offense, giving rise to civil liability, or otherwise violate any law is also prohibited.  ORIGIN will cooperate with any law enforcement authorities or court order requesting or directing ORIGIN to disclose the identity of any posting any such information or material to the SHAREFILE. 

 

IRS CIRCULAR 230 DISCLOSURE

Circular 230 Notice:  In accordance with Treasury regulations, ORIGIN wish to inform you that any tax advice contained in communication including any attachments within the SHAREFILE was not intended or written to be used, and cannot be used, (i) for the purpose of avoiding tax related penalties under federal law (including specifically section 6662 understatement penalties) or applicable state or local law, or (ii) for promoting, marketing, or recommending any transaction, plan, or arrangement to another person or entity. 

All communications and/or documents within the SHAREFILE are confidential and is intended for the individual(s) or entity specifically authorized to receive it.  If you are not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication is strictly prohibited.  Please notify ORIGIN if any communication and/or documents you have received in error.

By accessing the SHAREFILE, you acknowledge acceptance of these terms.