Common use of EXCLUSION OF WARRANTIES; LIMITATION OF LIABILITY; YOUR INDEMNFICATION OF US Clause in Contracts

EXCLUSION OF WARRANTIES; LIMITATION OF LIABILITY; YOUR INDEMNFICATION OF US. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATING TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. SUBJECT TO THE PROVISIONS OF APPLICABLE LAW, OUR RESPONSIBILITY TO YOU UNDER THIS AGREEMENT, AND IN PERFORMING OUR DUTIES AND OBLIGATIONS WITH RESPECT TO ANY SERVICE, IS LIMITED TO THE EXERCISE OF ORDINARY CARE AND GOOD FAITH. IF WE SUBSTANTIALLY COMPLY WITH THE TERMS, CONDITIONS, AND PROVISIONS SET FORTH IN THIS AGREEMENT, WE SHALL BE DEEMED TO HAVE EXERCISED ORDINARY CARE AND GOOD FAITH. YOU AGREE THAT CLERICAL ERRORS AND MISTAKES DO NOT CONSTITUTE A FAILURE TO EXERCISE ORDINARY CARE OR TO ACT IN GOOD FAITH. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. WE FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY THAT ANY ERRORS IN TECHNOLOGY WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS OBTAINED AT YOUR OWN DISCRETION AND RISK, AND WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICES OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL, WHETHER DUE TO ANY COMPUTER VIRUS OR OTHERWISE. WE MAKE NO REPRESENTATION OR WARRANTY AS TO THE COMPLETENESS, ACCURACY, RELIABILITY, OR CURRENCY OF ANY THIRD PARTY INFORMATION OR DATA THAT YOU OBTAIN THROUGH THE USE OF THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM YOUR USE OF THE SERVICE WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY STATED IN THE TERMS OF THIS AGREEMENT. WE MAKE NO WARRANTY, EITHER EXPRESS OR IMPLIED, TO YOU REGARDING YOUR DEVICES OR RELATED EQUIPMENT OR SOFTWARE (INCLUDING, WITHOUT LIMITATION, FINANCIAL SOFTWARE), OR YOUR INTERNET SERVICE PROVIDER OR ITS EQUIPMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE SERVICES AND ANY APPLICATION FOR DEPOSIT OR OTHER SERVICES AT OUR WEBSITE ARE SOLELY OFFERED TO THE CITIZENS AND RESIDENTS OF THE UNITED STATES OF AMERICA AND MAY NOT BE ACCESSED WHILE OUTSIDE THE UNITED STATES. IF YOU CHOOSE TO USE THE SERVICES FROM LOCATIONS OUTSIDE THE UNITED STATES, YOU DO SO AT YOUR OWN RISK. YOU AGREE THAT NEITHER WE NOR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, LICENSORS OR THIRD PARTY SERVICE PROVIDERS WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY XXXXX, INJURIES OR CLAIMS, WHICH LAWYERS AND COURTS OFTEN CALL DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, RESULTING OR ARISING IN ANY WAY IN WHOLE OR IN PART FROM (I) THE USE OF OR THE INABILITY TO USE THE SERVICE, (II) THE COST OF OBTAINING SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED, OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM USE OF THE SERVICE, (III) UNAUTHORIZED ACCESS TO OR ALTERATION OR LOSS OF YOUR TRANSMISSIONS OR DATA, (IV) STATEMENTS OR CONDUCT OF ANY OTHER PERSON USING OR ACCESSING THE SERVICES, (V) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE,

EXCLUSION OF WARRANTIES; LIMITATION OF LIABILITY; YOUR INDEMNFICATION OF US. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "“AS IS" ” AND "“AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATING TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. SUBJECT TO THE PROVISIONS OF APPLICABLE LAW, OUR RESPONSIBILITY TO YOU UNDER THIS AGREEMENT, AND IN PERFORMING OUR DUTIES AND OBLIGATIONS WITH RESPECT TO ANY SERVICE, IS LIMITED TO THE EXERCISE OF ORDINARY CARE AND GOOD FAITH. IF WE SUBSTANTIALLY COMPLY WITH THE TERMS, CONDITIONS, AND PROVISIONS SET FORTH IN THIS AGREEMENT, WE SHALL BE DEEMED TO HAVE EXERCISED ORDINARY CARE AND GOOD FAITH. YOU AGREE THAT CLERICAL ERRORS AND MISTAKES DO NOT CONSTITUTE A FAILURE TO EXERCISE ORDINARY CARE OR TO ACT IN GOOD FAITH. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. WE FURTHER DISCLAIM ANY REPRESENTATION OR WARRANTY THAT ANY ERRORS IN TECHNOLOGY WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS OBTAINED AT YOUR OWN DISCRETION AND RISK, AND WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICES OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL, WHETHER DUE TO ANY COMPUTER VIRUS OR OTHERWISE. WE MAKE NO REPRESENTATION OR WARRANTY AS TO THE COMPLETENESS, ACCURACY, RELIABILITY, OR CURRENCY OF ANY THIRD PARTY INFORMATION OR DATA THAT YOU OBTAIN THROUGH THE USE OF THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM YOUR USE OF THE SERVICE WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY STATED IN THE TERMS OF THIS AGREEMENT. WE MAKE NO WARRANTY, EITHER EXPRESS OR IMPLIED, TO YOU REGARDING YOUR DEVICES OR RELATED EQUIPMENT OR SOFTWARE (INCLUDING, WITHOUT LIMITATION, FINANCIAL SOFTWARE), OR YOUR INTERNET SERVICE PROVIDER OR ITS EQUIPMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE SERVICES AND ANY APPLICATION FOR DEPOSIT OR OTHER SERVICES AT OUR WEBSITE ARE SOLELY OFFERED TO THE CITIZENS AND RESIDENTS OF THE UNITED STATES OF AMERICA AND MAY NOT BE ACCESSED WHILE OUTSIDE THE UNITED STATES. IF YOU CHOOSE TO USE THE SERVICES FROM LOCATIONS OUTSIDE THE UNITED STATES, YOU DO SO AT YOUR OWN RISK. YOU MUST NOTIFY US IN ADVANCE IF YOU ARE PLANNING TO USE AN ACCESS DEVICE OUTSIDE OF THE UNITES STATES OR YOUR TRANSACTIONS WILL BE DECLINED. YOU AGREE THAT NEITHER WE NOR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, LICENSORS OR THIRD PARTY SERVICE PROVIDERS WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY XXXXX, INJURIES OR CLAIMS, WHICH LAWYERS AND COURTS OFTEN CALL DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, RESULTING OR ARISING IN ANY WAY IN WHOLE OR IN PART FROM (I) THE USE OF OR THE INABILITY TO USE THE SERVICE, (II) THE COST OF OBTAINING SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED, OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM USE OF THE SERVICE, (III) UNAUTHORIZED ACCESS TO OR ALTERATION OR LOSS OF YOUR TRANSMISSIONS OR DATA, (IV) STATEMENTS OR CONDUCT OF ANY OTHER PERSON USING OR ACCESSING THE SERVICES, (V) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE,, (VI) THE INSTALLATION, USE, OR MAINTENANCE OF ANY HARDWARE OR SOFTWARE (INCLUDING, WITHOUT LIMITATION, ANY FINANCIAL SOFTWARE) OR OTHER EQUIPMENT, AND/OR (VII) ANY OTHER MATTER RELATING TO THE SERVICES OR YOUR USE THEREOF. OUR LIABILITY TO YOU UNDER THIS AGREEMENT SHALL BE LIMITED TO CORRECTING ERRORS RESULTING FROM OUR FAILURE TO EXERCISE ORDINARY CARE OR TO ACT IN GOOD FAITH. WE ARE NOT RESPONSIBLE FOR THE QUALITY OF GOODS, PROPERTY, OR SERVICES THAT YOU PAY FOR USING ANY SERVICE. ANY CLAIMS CONCERNING GOODS, PROPERTY, OR SERVICES PAID FOR USING A SERVICE MUST BE RESOLVED BY YOU DIRECTLY WITH THE PAYEE, AND ANY CLAIM OR DEFENSE THAT YOU ASSERT AGAINST SUCH PAYEE WILL NOT RELIEVE YOU OF YOUR RESPONSIBILITY TO US UNDER YOUR AGREEMENT(S) WITH US. IT IS YOUR RESPONSIBILITY TO DETERMINE WHAT TAXES, IF ANY, APPLY TO THE PAYMENTS YOU MAKE OR RECEIVE, AND IT IS YOUR RESPONSIBILITY TO COLLECT, REPORT AND REMIT THE CORRECT TAX TO THE APPROPRIATE TAX AUTHORITY. WE ARE NOT RESPONSIBLE FOR DETERMINING WHETHER TAXES APPLY TO OUR TRANSACTION, OR FOR COLLECTING, REPORTING OR REMITTING ANY TAXES ARISING FROM ANY TRANSACTION. YOU AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND US, OUR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, LICENSORS AND SERVICE PROVIDERS FROM AND AGAINST ANY AND ALL LIABILITY, DAMAGES, EXPENSES, COSTS (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS’ FEES), AND THIRD PARTY CLAIMS CAUSED BY OR ARISING FROM OR RELATED TO (I) YOUR USE OF THE SERVICES, OR THE USE OF THE SERVICES BY ANY OF YOUR CO-SERVICE ACCOUNT OWNERS OR ANY OTHER PERSON WHOM YOU HAVE PERMITTED TO USE THE SERVICE, (II) ANY SERVICE TRANSACTION OR ACTIVITY PERFORMED IN COMPLIANCE WITH YOUR INSTRUCTIONS OR DIRECTIONS, (III) OUR ACTION OR INACTION IN RELIANCE UPON ANY INSTRUCTIONS OR INFORMATION RECEIVED FROM ANY AUTHORIZED USER OF THE SERVICE OR ANY OTHER PERSON REASONABLY BELIEVED BY US TO BE YOUR AUTHORIZED REPRESENTATIVE, (IV) ANY SERVICE TRANSACTION, INQUIRY, OR ACTIVITY INITIATED USING APPLICABLE SECURITY PROCEDURES, WHETHER OR NOT THE PERSON INITIATING SUCH TRANSACTION, INQUIRY, OR ACTIVITY IS AN AUTHORIZED USER OR OTHER AUTHORIZED REPRESENTATIVE OF YOURS, (V) YOUR BREACH OF ANY TERM OR PROVISION OF THIS AGREEMENT, (VI) YOUR INFRINGEMENT, MISUSE OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY, AND/OR (VII) YOUR COMMISSION OF FRAUD OR ANY OTHER UNLAWFUL ACTIVITY OR CONDUCT OR YOUR BREACH OR VIOLATION OF APPLICABLE LAWS, RULES OR REGULATIONS. YOU FURTHER AGREE TO FULLY COOPERATE WITH AND ASSIST US IN ANY EFFORTS ON OUR PART TO RECOVER FROM ANY THIRD PARTY OR PARTIES ANY LOSSES WE INCUR AS A RESULT OF ANY SERVICE TRANSACTION OR ACTIVITY. WITHOUT LIMITING OR DIMINSIHING THE FOREGOING TERMS OF THIS SECTION, IF WE REIMBURSE YOU FOR ANY LOSSES OR PAY YOU ANY DAMAGES IN CONNECTION WITH ANY TRANSACTION UNDER THIS AGREEMENT, YOU AGREE TO TRANSFER ALL OF YOUR RIGHTS RELATING TO SUCH TRANSACTION TO US AND TO ASSIST US IN ANY EFFORTS OR LEGAL ACTIONS THAT WE MAY TAKE TO RECOVER THOSE AMOUNTS FROM ANY THIRD PARTY.