Common use of Limitation on Liability; Indemnification Clause in Contracts

Limitation on Liability; Indemnification. In addition to other limitations on Bank’s liability in this Agreement, in no event shall Bank be liable for (i) any data that is lost or destroyed in connection with the use of the Services, Software or transmitting a File, Checks or Electronic Images to Bank, (ii) the Customer’s inability to use the Services, Software or transmit a File to Bank due to a mechanical failure of the Customer’s hard drives, personal computers, servers or other systems or hardware, (iii) the Customer’s inability to communicate with Bank via the Internet resulting from a problem with an Internet Service Provider or Online Service Provider or otherwise or any files or transmissions not received by Bank, or (iv) unknown hazards of Internet use, including, but not limited to interception of any information relating to the Customer or its Transactions. Bank recommends that the Customer have appropriate security measures for Internet use, including, a proxy server and/or firewalls to control and protect Internet access. Customer acknowledges that in addition to any other damages Bank may be entitled to collect from Customer under this Agreement this Schedule or Applicable Laws, Bank will be entitled to consequential damages for Customer’s breach of its obligations set out in the Customer Obligations section of this Schedule, including Customer’s obligation to securely safe keep and subsequently destroy the Checks which Customer deposits through the Service. Bank strongly recommends that the Customer take the necessary measures to ensure that the Customer performs daily back-ups of data used in connection with the Services. In addition to its indemnification obligations elsewhere in this Agreement, Xxxxxxxx agrees to indemnify and hold Bank harmless from and against any and all Losses relating to or arising in connection with Bank accepting and/or processing for deposit any Check based on electronic Images and MICR Data in File received by Bank, including, without limitation any missing or improper endorsement or endorsement by Bank of any such Check or Substitute Check as contemplated by this Agreement, any Losses due to an accepted Check having previously been paid or any check or item not properly payable to Customer; provided, however, that Customer shall not be obligated to indemnify Bank for claims, losses or damages attributable to Bank's gross negligence or willful misconduct. This indemnity will survive the termination of this Agreement.

Limitation on Liability; Indemnification. Notwithstanding anything In addition the Agreement to other limitations on the contrary, the Bank’s 's sole and exclusive liability to Customer for Bank's failure to exercise ordinary care resulting in this Agreementa delay in executing, improper execution of, or failure to execute a Transaction, Payment Acknowledgement or Settlement Instructions in an amount equal to interest losses attributable thereto; provided, however, with respect to the services performed hereunder outside the scope of Article 4A of the Illinois Uniform Commercial Code, the Bank shall only be liable to Customer for direct damages attributable to its own gross negligence or willful misconduct in performing such services; provided, further, that in no event shall Bank be liable or responsible for (i) failure or delay in posting information and providing e-mail notifications and information to the Customer, or (ii) any data inaccuracies or omissions in information received from third parties, including inaccuracies or omissions in collection letters or documents presented by Customer's vendors, that is lost either posted on the Import Collections Module of QuickTrade/Web, sent via e-mail or destroyed otherwise by the Bank. Customer understands that the information available to it in connection with the use of Import Collections Module is updated periodically and therefore, may not be up to date at the Services, Software or transmitting a File, Checks or Electronic Images to Bank, (ii) the Customer’s inability to use the Services, Software or transmit a File to Bank due to a mechanical failure of the Customer’s hard drives, personal computers, servers or other systems or hardware, (iii) the Customer’s inability to communicate with Bank via the Internet resulting from a problem with an Internet Service Provider or Online Service Provider or otherwise or any files or transmissions not received by Bank, or (iv) unknown hazards of Internet use, including, but not limited to interception of any information relating to the Customer or its Transactions. Bank recommends moment that the Customer have appropriate security measures takes notice of such information. In no event will Bank be liable for Internet useany consequential, includingspecial, a proxy server and/or firewalls to control and protect Internet access. Customer acknowledges that in addition to any other damages Bank may be entitled to collect from Customer under this Agreement this Schedule punitive or Applicable Laws, Bank will be entitled to consequential damages for Customer’s breach of its obligations set out in the Customer Obligations section of this Schedule, including Customer’s obligation to securely safe keep and subsequently destroy the Checks indirect loss or damage which Customer deposits through the Service. Bank strongly recommends that the Customer take the necessary measures to ensure that the Customer performs daily back-ups of data used may incur or suffer in connection with this Supplement. Bank's liability hereunder for interest losses will be calculated by using a rate equal to the Servicesaverage Federal Funds rate at the Federal Reserve Bank of Chicago for the period involved. In addition to its indemnification obligations elsewhere in this Agreement, Xxxxxxxx The Customer agrees to indemnify and hold the Bank harmless from and against any and all Losses relating claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and court costs) arising directly or indirectly from (i) the Bank processing Customer's acceptance or refusal of a Transaction, a Payment Acknowledgment and any Settlement Instructions in the Customer's name communicated to the Bank, whether or not Customer's agreement or refusal of a Transaction, a Payment Acknowledgment or any Settlement Instructions that was actually authorized by the Customer, so long as the Bank accepts the agreement to or arising refusal of a Transaction, Payment Acknowledgment and any Settlement Instructions in good faith and in compliance with the security procedures, (ii) the Bank's processing Transaction, Payment Acknowledgment and Settlement Instructions which were authorized by the Customer or which were effected in accordance with the terms of this Agreement, (iii) the Bank's refusal to accept or process a Transaction, Payment Acknowledgment or Settlement Instructions that were communicated to it other than in compliance with the security procedures or (iv) from the acts or omissions of Customer (including it agents, employees and representatives) or any third party in connection with Bank accepting and/or processing for deposit any Check based on electronic Images and MICR Data in File received Transaction to which any collection letter relates, or from the breach by Bank, including, without limitation any missing or improper endorsement or endorsement by Bank the Customer of any such Check of its agreements with and/or representations or Substitute Check as contemplated by warranties to the Bank under this Agreement, any Losses due to an accepted Check having previously been paid or any check or item not properly payable to Customer; provided, however, that the Customer shall not be obligated to indemnify the Bank for such claims, losses or damages damages, losses, liabilities and expenses to the extent they are attributable to the Bank's gross negligence or willful misconductmisconduct in the performance of its obligations hereunder. This indemnity The provisions of this Section will survive the termination of this Agreement.

Limitation on Liability; Indemnification. In addition to other limitations on Bank’s liability in this the Agreement, in no event shall Bank be liable for (i) any data that is lost or destroyed in connection with the use of the Services, Software or transmitting a File, Checks or Electronic Images to Bank, (ii) the Customer’s inability to use the Services, Software or transmit a File to Bank due to a mechanical failure of the Customer’s hard drives, personal computers, servers or other systems or hardware, (iii) the Customer’s inability to communicate with Bank via the Internet resulting from a problem with an Internet Service Provider or Online Service Provider or otherwise or any files or transmissions not received by Bank, or (iv) unknown hazards of Internet use, including, but not limited to interception of any information relating to the Customer or its Transactions. Bank recommends that the Customer have appropriate security measures for Internet use, including, a proxy server and/or firewalls to control and protect Internet access. Customer acknowledges that in addition to any other damages Bank may be entitled to collect from Customer under this the Agreement this Schedule or Applicable Laws, Bank will be entitled to consequential damages for Customer’s breach of its obligations set out in the Customer Obligations section of this Schedule, including Customer’s obligation to securely safe keep and subsequently destroy the Checks which Customer deposits through the Service. Bank strongly recommends that the Customer take the necessary measures to ensure that the Customer performs daily back-ups of data used in connection with the Services. In addition to its indemnification obligations elsewhere in this the Agreement, Xxxxxxxx Customer agrees to indemnify and hold Bank harmless from and against any and all Losses relating to or arising in connection with Bank accepting and/or processing for deposit any Check based on electronic Images and MICR Data in File received by Bank, including, without limitation any missing or improper endorsement or endorsement by Bank of any such Check or Substitute Check as contemplated by this Agreement, any Losses due to an accepted Check having previously been paid or any check or item not properly payable to Customer; provided, however, that Customer shall not be obligated to indemnify Bank for claims, losses or damages attributable to Bank's gross negligence or willful misconduct. This indemnity will survive the termination of this the Agreement.

Limitation on Liability; Indemnification. In addition to other limitations the limits on Bank’s liability as set forth in this the Agreement, in no event shall Bank be liable for any Losses relating to paying a Check that was not properly payable, wrongful dishonor of a Check or Bank’s or Customer’s actions with respect to payment or return of any Check (iunder the UCC or otherwise) in accordance with the terms of this Schedule. Customer agrees that Bank exercises ordinary care whenever it rightfully pays or returns an Exception Check consistent with the terms of the Agreement or Customer’s Instructions. Customer expressly agrees that Customer's failure to timely direct Bank to return any data that Eligible Checks in accordance with the terms hereof will constitute acceptance by Customer of such Eligible Checks and each such Eligible Check will be properly charged against the Account on which it is lost or destroyed drawn; the Bank shall have no liability in connection with the use of the Services, Software or transmitting a File, Checks or Electronic Images to Bank, (ii) the Customer’s inability to use the Services, Software or transmit a File to Bank due to a mechanical failure of the Customer’s hard drives, personal computers, servers or other systems or hardware, (iii) the Customer’s inability to communicate with Bank via the Internet resulting from a problem with an Internet Service Provider or Online Service Provider or otherwise or any files or transmissions not received by Bank, or (iv) unknown hazards of Internet use, including, but not limited to interception of any information relating to the Customer or its Transactions. Bank recommends that the Customer have appropriate security measures for Internet use, including, a proxy server and/or firewalls to control and protect Internet access. Customer acknowledges that in addition to any other damages Bank may be entitled to collect from Customer under this Agreement this Schedule or Applicable Laws, Bank will be entitled to consequential damages for Customer’s breach of its obligations set out in the Customer Obligations section of this Schedule, including Customer’s obligation to securely safe keep and subsequently destroy the Checks which Customer deposits through the Service. Bank strongly recommends that the Customer take the necessary measures to ensure that the Customer performs daily back-ups of data used in connection with the Servicessuch Eligible Checks. In addition to its Customer’s indemnification obligations elsewhere in this the Agreement, Xxxxxxxx Customer agrees to indemnify and hold harmless the Bank harmless from and against any and all Losses relating resulting directly or indirectly from: (a) claims or actions by third parties arising out of Customer’s use of the Positive Pay Services, including any claim by a third party arising out of Bank’s dishonor of Check as part of performing the Positive Pay Services as directed by Xxxxxxxx, and (b) as a result of Bank’s failure to honor any ACH Entry (as defined in the Operating Rules), including return or arising in connection with Bank accepting and/or processing for deposit any Check based on electronic Images and MICR Data in File received by Bank, including, without limitation any missing or improper endorsement or endorsement by Bank rejection of any such Check or Substitute Check as contemplated by this AgreementACH Debit Entry, any Losses due to an accepted Check having previously been paid Enrolled Account in accordance with Customer’s Instructions. Customer acknowledges that its failure to use services included in Schedule 6 above could substantially increase the likelihood of undetected fraudulent activity on Customer’s Account(s) and that it is not unreasonable under the circumstances for the Bank to require Customer to use these services as appropriate upon request. Customer agrees that if it fails to implement these services following the Bank’s request that it do so, Customer will be precluded from asserting any claim against the Bank for paying an unauthorized altered, counterfeit, or any check other fraudulent item that these services are designed to detect or item not properly payable to Customer; provideddeter, however, that Customer shall and the Bank will not be obligated required to indemnify Bank re-credit Customer’s Account(s) or otherwise be liable to Customer for claims, losses or damages attributable to Bank's gross negligence or willful misconduct. This indemnity will survive the termination of this Agreementpaying such item.