Common use of LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES Clause in Contracts

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. 15.1 Member acknowledges that Navigant’s fees and charges for the Services are very small in relation to the amounts of transfers initiated through the Services and, as a result, Navigant’s willingness to provide the Services is based on the limitations and allocations of liability contained in this Agreement. Unless expressly prohibited or otherwise restricted by applicable law, the liability of Navigant in connection with the Services will be limited to actual damages sustained by Member and only to the extent such damages are a direct result of Navigant’s gross negligence, willful misconduct or bad faith. In no event shall Navigant be liable for any consequential, special or indirect loss or damage that Member may suffer or incur in connection with the Services, including, without limitation, attorneys’ fees, lost earnings or profits, loss or damage from subsequent wrongful dishonor resulting from Navigant’s acts, or for any indemnification claim, whether contractual, equitable or other, regardless of whether the likelihood of such claim, loss or damage was known by Navigant and regardless of the basis, theory or nature of the action on which a claim is asserted. Unless expressly prohibited by or otherwise restricted by applicable law, and without limiting the foregoing, Navigant’s aggregate liability to Member for all losses, damages, and expenses incurred in connection with any single claim shall not exceed an amount equal to the monthly billing to Member for Services over the six (6) month-period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. Notwithstanding any of the foregoing, for transactions which are subject to Article 4A of the UCC, Navigant shall be liable for such damages as may be expressly required under Article 4A or the Fedwire Regulations, as applicable. This Agreement is only between Navigant and Member, and Navigant shall have no liability hereunder to any third party.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. 15.1 Member acknowledges that Navigant’s fees and charges for the Services are very small in relation Except to the amounts of transfers initiated through the Services and, as a result, Navigant’s willingness to provide the Services is based on the limitations and allocations of liability contained in this Agreement. Unless expressly prohibited or otherwise restricted extent required by applicable law, the liability of Navigant Bank’s duties and liabilities will be limited to those set forth herein. The Bank will perform its duties hereunder in connection accordance with reasonable commercial standards applicable to the Services will provided hereunder. The Bank’s liability shall be limited to actual damages sustained by Member Client and only to the extent such damages are a direct result of Navigantthe Bank’s gross negligence, negligence and willful misconduct misconduct. The liability of the Bank in all these instances shall not exceed the recovery of funds erroneously processed or bad faithnot processed. The Bank shall not be liable for damages caused by any act or omission of any third party. In no event shall Navigant the Bank be liable for any consequentialspecial, special incidental, punitive or indirect consequential loss or damage that Member may suffer or incur in connection with the Services, of any kind including, without limitation, attorneys’ feesbut not limited to, lost earnings profits (whether or profits, not the Bank has been advised of the possibility of such loss or damage from subsequent wrongful dishonor resulting from Navigant’s acts, or for any indemnification claim, whether contractual, equitable or other, regardless of whether the likelihood of such claim, loss or damage was known by Navigant and regardless of the basis, theory or nature of the action on which a claim is asserteddamage). Unless expressly prohibited by or otherwise restricted by applicable law, and without limiting the foregoing, Navigant’s aggregate liability to Member for all losses, damages, and expenses incurred in connection with any single claim shall not exceed an amount equal to the monthly billing to Member for Services over the six (6) month-period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. Notwithstanding any of the foregoing, for transactions which are subject to Article 4A of the UCC, Navigant shall be liable for such damages as may be expressly required under Article 4A or the Fedwire Regulations, as applicable. This Agreement is only between Navigant and Member, and Navigant Bank shall have no liability hereunder to any third party. The Bank shall be relieved of liability where the Bank performs any Service in accordance with any Service Instruction(s) or Service Schedule(s) and actions taken pursuant to such Service Instructions or Service Schedules are the source of liability, and the Bank may rely on the accuracy of any information set forth in the Service Instruction(s) or Service Schedule(s). Except for Bank’s agreement to perform its duties hereunder in accordance with reasonable commercial standards applicable to the Services, Bank does not make any warranties, expressed or implied, with respect to the Service(s), Client’s direct access thereto, or the software, components, systems, specifications, programs, documentation, manuals and accessories used in conjunction therewith. Except as otherwise set forth in this Section 8 or Section 24 hereof, BANK HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. 15.1 Member acknowledges that Navigant’s fees and charges (a) To the maximum extent permitted by applicable Law, in no event shall Sellers or any of their Subsidiaries have any Liability under any provision of this Agreement, including any Liability for consequential or other indirect damages, including for any loss of profits, revenue, business reputation or opportunity, any diminution of value, or any damages (each of which is hereby disclaimed) arising from or related to the Covered Employees, Buyer Directives, the Services provided hereunder or otherwise under this Agreement, and Buyer shall indemnify, defend and hold harmless Sellers and their Subsidiaries from any and all Liabilities that arise from or are very small in relation related to the amounts of transfers initiated through Covered Employees, Buyer Directives, the Services and, as a result, Navigant’s willingness or to provide the Services is based on the limitations and allocations any actions or omissions of liability contained in this Agreement. Unless expressly prohibited or otherwise restricted by applicable law, the liability of Navigant Buyer in connection with the Services will be limited to actual damages sustained provided hereunder (including any action or omission by Member Seller or its Subsidiaries at the direction of Buyer in accordance with this Agreement) or otherwise under this Agreement, except for and only to the extent such of any damages are a direct result of Navigant’s to Buyer caused by the fraud, gross negligence, negligence or willful misconduct of or bad faithmaterial breach of this Agreement, in each case by Sellers or their Subsidiaries in the performance of Services under this Agreement; provided that prior to seeking any such indemnification hereunder, Sellers shall promptly after obtaining knowledge thereof, provide notice of any fact or circumstance that would constitute a breach of this Agreement to Buyer and shall provide Buyer a reasonable opportunity to cure (if capable of cure) such breach. In no event Except as expressly set forth herein or in the Ancillary Agreements, (a) Sellers do not guarantee or warrant the Services to be provided hereunder, (b) the Services shall Navigant be liable for any consequential, special or indirect loss or damage that Member may suffer or incur in connection provided on an “as is” and “with the Services, including, without limitation, attorneys’ fees, lost earnings or profits, loss or damage from subsequent wrongful dishonor resulting from Navigant’s acts, or for any indemnification claim, whether contractual, equitable or other, regardless of whether the likelihood of such claim, loss or damage was known by Navigant all faults” basis and regardless of the basis, theory or nature of the action on which a claim is asserted. Unless expressly prohibited by or otherwise restricted by applicable law(c) there are no, and without limiting the foregoingBuyer is not relying on any, Navigant’s aggregate liability to Member express or implied warranties or guarantees of any kind, including any warranty of merchantability, non-infringement or fitness for all losses, damagesa particular purpose, and expenses incurred all such warranties not expressly set forth herein or in connection with any single claim shall not exceed an amount equal to the monthly billing to Member for Services over the six (6) month-period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. Notwithstanding any of the foregoing, for transactions which Ancillary Agreements are subject to Article 4A of the UCC, Navigant shall be liable for such damages as may be expressly required under Article 4A or the Fedwire Regulations, as applicable. This Agreement is only between Navigant and Member, and Navigant shall have no liability hereunder to any third partydisclaimed.