Your Indemnification Obligation. You understand and agree that you are required to indemnify us and hold us harmless, including our affiliates, officers, employees and agents against any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses arising from your use of Mobile Deposit and/or breach of this section. You understand and agree that this paragraph shall survive the termination of this Agreement. You also understand and agree that you are required to indemnify our technology partners or Processor, and hold harmless our Processor from and against any third party claims, suits, proceedings, actions or demands, including claims of another financial institution, business entity or governmental authority, and all losses, liabilities, damages, fines, penalties, costs and expenses, including court costs and reasonable attorneys’ fees and expenses, arising from such claims, to the extent such claim is related to the Bank or your use of Mobile Deposit, our Processor’s applications, unless such claim directly results from an action or omission made by our Processor in bad faith. You understand and agree that this paragraph shall survive the termination of this Agreement.
Your Indemnification Obligation. You understand and agree that you are required to indemnify us and hold us harmless against any and all claims, actions, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees and other legal expenses arising from your use of the Service and/or breach of this Agreement. You understand and agree that this paragraph shall survive the termination of this Agreement. You understand and agree that you are required to indemnify our technology partners, including but not limited to Fiserv, Inc., and hold harmless Fiserv, Inc., its parents, subsidiaries, affiliates, directors, officers, shareholders, employees and agents, from and against any third party claims, suits, proceedings, actions or demands, including claims of another financial institution, business entity or governmental authority, and all losses, liabilities, damages, fines, penalties, costs and expenses, including court costs and reasonable attorneys’ fees and other legal expenses, arising from such claims, to the extent any such claim is related to the Bank or your use of the Service, or Fiserv, Inc. applications, unless such claim directly results from an action or omission made by Fiserv, Inc. in bad faith. You understand and agree that this paragraph shall survive the termination of this Agreement.
Your Indemnification Obligation. In addition to any indemnification obligations you have under the Agreement, and except to the extent expressly prohibited by applicable law, you agree that you will indemnify and hold us harmless against any and all third party suits, proceedings, claims, demands, causes of action, damages, expenses (including reasonable attorneys' fees and other legal expenses), liabilities and other losses that result from or arise out of: (i) any fine, penalty or sanction imposed on us by, any clearing house, or any governmental entity, arising out of or connected with any Imaged Item processed by us for you or at your instruction; (ii) actions by third parties, such as the introduction of a virus that delay, alter or corrupt the transmission of an Imaged Item to us; (iii) any loss or corruption of data in transit from you to us; (iv) any claim by a third party resulting from our breach of warranty regarding the paid status or image quality of a check you have presented through the Service; or (v) any claim by any recipient of a Substitute Check corresponding to a Check processed by you under this Agreement, that such recipient incurred loss due to the receipt of the Substitute Check instead of the Original Check.
Your Indemnification Obligation. You understand and agree that you are required to indemnify us and hold us harmless, including our affiliates, officers, employees and agents against any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorney’s fees and expenses arising from your use of the Mobile Deposit Services and/or breach of this Agreement. You understand and agree that this paragraph shall survive the termination of this Agreement.
Your Indemnification Obligation. You will defend Cisco and its Affiliates, and their respective officers, directors, employees, contractors and agents (each, a “Cisco Indemnified Party”) against third party claims brought against a Cisco Indemnified Party arising from (a) Your use of the Cloud Service in a manner not expressly authorized by the Agreement or that is in violation of applicable law, (b) Your Customer Data or the combination of Your Customer Data with other applications, content or processes, (c) Cisco’s compliance with any designs, specifications, requirements or instructions provided by You or a third party on Your behalf, and (d) a dispute between You and any of Your users. You will indemnify the applicable Cisco Indemnified Party against all damages finally awarded against the Cisco Indemnified Party (or the amount of any settlement entered into by You) with respect to such claims.
Your Indemnification Obligation. Beginning on the Effective Date, you agree to indemnify, defend, and hold harmless us, our Affiliates, the Entities, and our and their respective shareholders, members, directors, officers, employees, agents, successors, assignees and insurers (the “Indemnified Parties”) against, and to reimburse any one (1) or more of the Indemnified Parties for, all claims, obligations, and damages directly or indirectly (i) arising out of any breach by you or any third parties of this Agreement, Laws, the Manual or the Standards, (ii) the Hotel’s operation, employment matters and the business you conduct under this Agreement (including, without limitation, any claimed occurrence at the Hotel including personal injury, death or property damage), (iii) your alleged or actual infringement or violation of any patent, Xxxx or copyright or other proprietary right owned or controlled by third parties, or (iv) your breach of this Agreement, including, without limitation, those alleged to be or found to have been caused by the Indemnified Party’s negligence, unless (and then only to the extent that) the claims, obligations, or damages are determined to be caused solely by our gross negligence or willful misconduct in a final, unappealable ruling issued by a court or arbitrator with competent jurisdiction. You agree to give us and the Indemnified Parties written notice of any action, suit, proceeding, claim, demand, inquiry or investigation that could be the basis for a claim for indemnification by any of the Indemnified Parties within three (3) days of your actual or constructive knowledge of it. The Indemnified Parties shall have the right, in their sole discretion to: (a) retain counsel of their own choosing to represent them with respect to any claim; and (b) control the response thereto and the defense thereof, including the right to enter into settlements or take any other remedial, corrective, or other actions. You agree to give your full cooperation to the Indemnified Parties in assisting the Indemnified Parties with the defense of any such claim, and to reimburse the Indemnified Parties for all of their costs and expenses in defending any such claim, including court costs and reasonable attorneys’ fees, within ten (10) days of the date of each invoice delivered by the Indemnified Parties to you enumerating such costs, expenses and attorneys’ fees.
Your Indemnification Obligation. You understand and agree that you are required to indemnify us and hold us harmless against any and all claims, actions, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees and other legal expenses arising from your use of Mobile Deposit and/or breach of this Agreement. You understand and agree that this paragraph shall survive the termination of this Agreement. You understand and agree that you are required to indemnify our technology partners, including but not limited to Fiserv (“mobiliti”) and Fiserv Software, LLC (“Fiserv”), and hold harmless Fiserv, its parents, subsidiaries, affiliates, directors, officers, shareholders, employees and agents, as well as Fiserv, its parents, subsidiaries, affiliates, directors, officers, shareholders, employees, and agents, from and against any third party claims, suits, proceedings, actions or demands, including claims of another financial institution, business entity or governmental authority, and all losses, liabilities, damages, fines, penalties, costs and expenses, including court costs and reasonable attorneys’ fees and other legal expenses, arising from such claims, to the extent any such claim is related to the Bank or your use of Mobile Deposit, or Fiserv applications, unless such claim directly results from an action or omission made by Fiserv in bad faith. You understand and agree that this paragraph shall survive the termination of this Agreement.
Your Indemnification Obligation. In addition to any indemnification obligations you have under the Agreement, and except to the extent expressly prohibited by applicable law, you agree that you will indemnify and hold us harmless against any and all third party suits, proceedings, claims, demands, causes of action, damages, expenses (including reasonable attorneys' fees and other legal expenses), liabilities and other losses that result from or arise out of: (i) any fine, penalty or sanction imposed on us by, any clearing house, or any governmental entity, arising out of or connected with any Imaged Item processed by us for you or at your instruction; (ii) actions by third parties, such as the introduction of a virus that delay, alter or corrupt the transmission of an Imaged Item to us; (iii) any loss or corruption of data in transit from you to us; (iv) any claim by a third party resulting from our breach of warranty regarding the paid status or image quality of a check you have presented through the Service; or (v) any claim by any recipient of a Substitute Check corresponding to a Check processed by you under this Agreement, that such recipient incurred loss due to the receipt of the Substitute Check instead of the Original Check. Our Liability In addition to our limitations on liability that may be stated elsewhere in the Agreement and the Deposit Agreement, and except to the extent prohibited by applicable law or regulation, we will not be liable to you for any refusal of a Payor Financial Institution to pay an Image Exchange Item or Substitute Check for any reason (other than our breach of contract, gross negligence or willful misconduct), including without limitation, that the Original Check, Image Exchange Item or Substitute Check was allegedly unauthorized, was a counterfeit, had been altered, or had a forged signature.
Your Indemnification Obligation. You agree to indemnify, defend and hold harmless the Credit Union, its Service Providers, and each of their respective shareholders, directors, officers, employees and agents (the "Indemnified Parties") from and against any and all losses, costs, expenses, fees, claims, damages, liabilities and causes of actions of third parties, including, but not limited to, reasonable attorneys’ fees, resulting or arising from: • Your failure to abide by or perform any obligation imposed upon you under this Agreement • the willful misconduct, fraud, criminal activity, intentional tort or negligence of you or any of your representatives involving use of Remote Deposit; • the actions, omissions or commissions of you, your employees, consultants and/or agents relating to Remote Deposit; and • any transmission or instruction, whether or not authorized, acted upon by the Credit Union in good faith.
Your Indemnification Obligation. You agree to indemnify, defend and hold harmless the Credit Union and its shareholders, directors, officers, employees, Service Providers, and agents (the “Indemnified Parties”) from and against any and all losses, costs, expenses, fees, claims, damages, fees, resulting or arising from: 20 • Your failure; to abide by or perform any obligation imposed upon you under these terms and conditions • the willful misconduct, fraud, criminal activity, intentional tort or negligence of you or any of your representatives involving use of Mobile Deposit; • the actions, omissions or commissions of you, your employees, consultants and/or agents relating to Mobile Deposit; and • any transmission or instruction, whether or not authorized, acted upon by the Credit Union in good faith.
