Common use of Indemnity; Limitation of Liability Clause in Contracts

Indemnity; Limitation of Liability. Subscriber agrees to defend, indemnify and hold SPS, its agents and affiliates, harmless from any claim asserted by any third party against either SPS or ODFI for damages (including but not limited to fines, judgements, penalties, assessments, settlements, and attorney legal fees), including without limitation lost profits, direct, incidental, consequential, special, indirect or punitive damages arising out of or relating to (a) any breach of Section 9 above; (b) any incorrect information provided to SPS by Subscriber hereunder; or (c) Subscriber’s use of the Service including but not limited to improper licensure, originating transactions under violation of state or Federal law, employee fraud and collusion. Subscriber agrees that SPS shall have no duty of indemnity or contribution for a third party claim arising from the use of the Service or the performance or non-performance of SPS of any Service hereunder. Except as expressly set forth herein, SPS makes no warranty, express or implied, and it is agreed that no implied at law warranty shall arise from this Agreement or from performance hereunder. In no event shall SPS’s liability under this Agreement exceed the total amount of fees paid to SPS by Subscriber pursuant to this Agreement during the preceding quarter. Subscriber shall treat all information in connection with this Agreement as confidential and certifies to utilize information only for originating business transactions as defined herein.

Indemnity; Limitation of Liability. Subscriber agrees to defend, indemnify and hold SPS, its agents and affiliates, harmless from any claim asserted by any third party against either SPS or ODFI or TPP for damages (including but not limited to fines, judgements, penalties, assessments, settlements, and attorney legal fees), including without limitation lost profits, direct, incidental, consequential, special, indirect or punitive damages arising out of or relating to (a) any breach of Section 9 above; (b) any incorrect information provided to SPS by Subscriber hereunder; or (c) Subscriber’s use of the Service including but not limited to improper licensure, originating transactions under violation of state or Federal law, employee fraud and collusion. Subscriber agrees that SPS shall have no duty of indemnity or contribution for a third party claim arising from the use of the Service or the performance or non-performance of SPS of any Service hereunder. Except as expressly set forth herein, SPS makes no warranty, express or implied, and it is agreed that no implied at law warranty shall arise from this Agreement or from performance hereunder. In no event shall SPS’s liability under this Agreement exceed the total amount of fees paid to SPS by Subscriber pursuant to this Agreement during the preceding quarter. Subscriber shall treat all information in connection with this Agreement as confidential and certifies to utilize information only for originating business transactions as defined herein.