Common use of Customers; Vendors Clause in Contracts

Customers; Vendors. If Customer engages any third party Vendor to execute Orders, the Vendor is Customer’s agent and Customer is bound by all information, Orders, Entries or other instructions provided on Customer’s behalf by Vendors through the Services in compliance with the procedures required by Bank (including the Security Protocol). Customer confirms that Customer grants authority to Vendors to legally bind Customer with respect to their use of the Services. Customer is liable for (i) the Vendor's actual failure to comply with any of Customer’s obligations under the Agreement and the Service Documentation relating to the Service, (ii) all fees, costs and expenses owed to each Vendor for its services on Customer’s behalf, and (iii) any claims, damages, costs and expenses incurred by Customer or Bank as a result of any Vendor's failure to perform, or delay or error in performing its services on Customer’s behalf. Customer will indemnify Bank and hold Bank harmless from and against any and all liabilities, losses, claims, costs, expenses and damages of any nature (including, but not limited to, reasonable attorneys’ fees and any fees and expenses incurred in enforcing the Agreement) in any way relating to any action or inaction of a Vendor, unless such loss is attributable to Bank’s gross negligence or willful misconduct. In the event Customer terminates its relationship with a Vendor, it is Customer’s sole responsibility to terminate such Vendor’s access to the Services. Customer authorizes Bank to disclose to any third party Vendor information concerning Customer to the extent required to deliver the requested Service.

Customers; Vendors. If Customer engages any third party Customerengagesanythirdparty Vendor to execute Orders, the Vendor is Customer’s agent and Customer is bound by all information, Orders, Entries or other instructions provided on Customer’s behalf by Vendors through the Services in compliance with the procedures required by Bank (including the Security Protocol). Customer confirms that Customer grants authority to Vendors to legally bind Customer with respect to their use of the Services. Customer is liable for (i) the Vendor's actual failure to comply with any of Customer’s obligations under the Agreement and the Service Documentation relating to the Service, (ii) all fees, costs and expenses owed to each Vendor for its services on Customer’s behalf, and (iii) any claims, damages, costs and expenses incurred by Customer or Bank as a result of any Vendor's failure to perform, or delay or error in performing its services on Customer’s behalf. Customer will indemnify Bank and hold Bank harmless from and against any and all liabilities, losses, claims, costs, expenses and damages of any nature (including, but not limited to, reasonable attorneys’ fees and any fees and expenses incurred in enforcing the Agreement) in any way relating to any action or inaction of a Vendor, unless such loss is attributable to Bank’s gross negligence or willful misconduct. In the event Customer terminates its relationship with a Vendor, it is Customer’s sole responsibility to terminate such Vendor’s access to the Services. Customer authorizes Bank to disclose to any third party Vendor information concerning Customer to the extent required to deliver the requested Service.

Customers; Vendors. If Customer engages any third third- party Vendor to execute Orders, the Vendor is Customer’s agent and Customer is bound by all information, Orders, Entries or other instructions provided on Customer’s behalf by Vendors through the Services in compliance with the procedures required by Bank (including the Security Protocol). Customer confirms that Customer grants authority to Vendors to legally bind Customer with respect to their use of the Services. Customer is liable for (i) the Vendor's actual failure to comply with any of Customer’s obligations under the Agreement and the Service Documentation relating to the Service, (ii) all fees, costs and expenses owed to each Vendor for its services on Customer’s behalf, and (iii) any claims, damages, costs and expenses incurred by Customer or Bank as a result of any Vendor's failure to perform, or delay or error in performing its services on Customer’s behalf. Customer will indemnify Bank and hold Bank harmless from and against any and all liabilities, losses, claims, costs, expenses and damages of any nature (including, but not limited to, reasonable attorneys’ fees and any fees and expenses incurred in enforcing the Agreement) in any way relating to any action or inaction of a Vendor, unless such loss is attributable to Bank’s gross negligence or willful misconduct. In the event Customer terminates its relationship with a Vendor, it is Customer’s sole responsibility to terminate such Vendor’s access to the Services. Customer authorizes Bank to disclose to any third third-party Vendor information concerning Customer to the extent required to deliver the requested Service.