Common use of Indemnification and Liability; Third Party Claims Clause in Contracts

Indemnification and Liability; Third Party Claims. IN ADDITION TO ANY OTHER INDEMNIFICATIONS CONTAINED ELSEWHERE IN THIS MOBILE DEPOSIT AGREEMENT, YOU HEREBY INDEMNIFY THE BANK AND ITS PARENT, SUBSIDIARIES, AND AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, PARTNERS, AGENTS, INSURERS, AND ATTORNEYS (EACH AN “INDEMNIFIED PARTY” AND, COLLECTIVELY, THE “INDEMNIFIED PARTIES”) FOR, AND HOLDS EACH OF THE INDEMNIFIED PARTIES HARMLESS FROM AND AGAINST, ALL ACTIONS, CAUSES OF ACTION, CLAIMS, DAMAGES, LIABILITIES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) OF ANY NATURE OR KIND (INCLUDING THOSE BY THIRD PARTIES) ARISING OUT OF, OR RELATED TO, THIS MOBILE DEPOSIT AGREEMENT, INCLUDING ALL ACTIONS, CAUSES OF ACTION, CLAIMS, DAMAGES, LIABILITIES AND EXPENSES ARISING OUT OF, RELATED TO OR RESULTING FROM: (A) YOUR (I) FAILURE TO REPORT REQUIRED CHANGES OR ERRORS, (II) TRANSMISSION OF INCORRECT DATA TO THE BANK OR (III) FAILURE TO MAINTAIN COMPLIANCE WITH THE THIS MOBILE DEPOSIT AGREEMENT, THE PROCEDURES, OR APPLICABLE LAWS, REGULATIONS, OR RULES, (B) (I) THE BANK’S PROVISION OF THE DEPOSIT SERVICE, AND/OR (II) THE BANK’S ACTION OR INACTION IN ACCORDANCE WITH, OR IN RELIANCE UPON, ANY INSTRUCTIONS OR INFORMATION RECEIVED FROM ANY PERSON THE BANK REASONABLY BELIEVES TO BE YOU,

Indemnification and Liability; Third Party Claims. IN ADDITION TO ANY OTHER INDEMNIFICATIONS CONTAINED ELSEWHERE You hereby indemnify First State Bank and each of its Processors and their respective officers, directors, employees, members, partners, agents, insurers and attorneys (each and “Indemnified Party” and, collectively, the “Indemnified Parties”) for, and hold each of the Indemnified Parties harmless from and against, all actions, causes of action, claims, damages, liabilities and expenses (including reasonable attorneys’ fees) of any nature or kind (including those by third parties) arising out of, or related to, this Agreement, including all actions, causes of action, claims, damages, liabilities and expenses arising out of, related to or resulting from: (a) your (i) failure to report required changes, (ii) transmission of incorrect data to us or (iii) failure to maintain compliance with the Rules, (b) (i) your Mobile Deposit Service, (ii) our action or inaction in accordance with, or in reliance upon, any instructions or information received from any person reasonably believed by us to be you, (c) your breach of any of your representations, warranties, covenants or other agreements or responsibilities under this Agreement and/or (d) your breach or violation of any Rules; provided, however, you are not obligated to indemnify us for any damages solely and proximately caused by our gross negligence or willful misconduct. Limit of Liability. WE ARE ONLY RESPONSIBLE FOR PERFORMING THE SERVICE AS EXPRESSLY STATED IN THIS MOBILE DEPOSIT AGREEMENT, ADDENDUM. THERE IS NO GUARANTEE THAT ACCESS TO THE SERVICE WILL BE AVAILABLE AT ALL TIMES AND WE SHALL NOT BE LIABLE IF YOU HEREBY INDEMNIFY ARE UNABLE TO ACCESS THE BANK AND ITS PARENT, SUBSIDIARIES, AND AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, PARTNERS, AGENTS, INSURERS, AND ATTORNEYS (EACH AN SERVICE. THE SERVICE IS PROVIDED “INDEMNIFIED PARTYAS IS” AND, COLLECTIVELYEXCEPT AS PROHIBITED BY LAW, WE AND OUR THIRD PARTY SERVICE PROVIDERS DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES CONCERNING THE SERVICE, APP, EQUIPMENT OR SOFTWARE, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF ANY PARTIES’ PROPRIETARY RIGHTS. IN NO CASE SHALL XXXXXXX FIRST OR ANY OF OUR THIRD PARTY SERVICE PROVIDERS BE LIABLE FOR ANY LOSS OF DATA, PROFIT, GOODWILL, OR SPECIAL, PUNITIVE, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE SUFFERED BY YOU ARISING OUT OF OR RELATED TO THIS ADDENDUM, THE “INDEMNIFIED PARTIES”) FORAPP, AND HOLDS EACH THE SOFTWARE, THE EQUIPMENT OR THE SERVICE WHETHER OR NOT SUCH CLAIM FOR DAMAGES IS BASED ON TORT OR CONTRACT OR WHETHER WE HAD BEEN ADVISED OF THE INDEMNIFIED PARTIES HARMLESS FROM AND AGAINST, ALL ACTIONS, CAUSES POSSIBILITY OF ACTION, CLAIMS, SUCH DAMAGES OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES, LIABILITIES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) EXCEPT AS MAY BE REQUIRED BY LAW. IN STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF ANY NATURE LIABILITY FOR INDIRECT SPECIAL OR KIND (INCLUDING THOSE BY THIRD PARTIES) ARISING OUT OF, INCIDENTAL OR RELATED TO, THIS MOBILE DEPOSIT AGREEMENT, INCLUDING ALL ACTIONS, CAUSES OF ACTION, CLAIMS, CONSEQUENTIAL DAMAGES, LIABILITIES XXXXXXX FIRST’S AND EXPENSES ARISING OUT OF, RELATED TO OR RESULTING FROM: (A) YOUR (I) FAILURE TO REPORT REQUIRED CHANGES OR ERRORS, (II) TRANSMISSION OF INCORRECT DATA OUR THIRD PARTY SERVICE PROVIDERS’ LIABILITY IS LIMITED TO THE BANK OR (III) FAILURE TO MAINTAIN COMPLIANCE WITH THE THIS MOBILE DEPOSIT AGREEMENT, THE PROCEDURES, OR EXTENT PERMITTED BY APPLICABLE LAWS, REGULATIONS, OR RULES, (B) (I) THE BANK’S PROVISION OF THE DEPOSIT SERVICE, AND/OR (II) THE BANK’S ACTION OR INACTION IN ACCORDANCE WITH, OR IN RELIANCE UPON, ANY INSTRUCTIONS OR INFORMATION RECEIVED FROM ANY PERSON THE BANK REASONABLY BELIEVES TO BE YOU,LAW.

Indemnification and Liability; Third Party Claims. IN ADDITION TO ANY OTHER INDEMNIFICATIONS CONTAINED ELSEWHERE IN THIS MOBILE DEPOSIT AGREEMENT, YOU CUSTOMER HEREBY INDEMNIFY THE INDEMNIFIES BANK AND ITS PARENT, SUBSIDIARIES, SUBSIDIARIES AND AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, PARTNERS, AGENTS, INSURERS, INSURERS AND ATTORNEYS (EACH AN “INDEMNIFIED PARTY” AND, COLLECTIVELY, THE “INDEMNIFIED PARTIES”) FOR, AND HOLDS EACH OF THE INDEMNIFIED PARTIES HARMLESS FROM AND AGAINST, ALL ACTIONS, CAUSES OF ACTION, CLAIMS, DAMAGES, LIABILITIES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) OF ANY NATURE OR KIND (INCLUDING THOSE BY THIRD PARTIES) ARISING OUT OF, OR RELATED TO, THIS MOBILE DEPOSIT AGREEMENT, INCLUDING ALL ACTIONS, CAUSES OF ACTION, CLAIMS, DAMAGES, LIABILITIES AND EXPENSES ARISING OUT OF, RELATED TO OR RESULTING FROM: (A) YOUR CUSTOMER’S (I) FAILURE TO REPORT REQUIRED CHANGES OR ERRORS, (IIERRORS,(II) TRANSMISSION OF INCORRECT DATA TO THE BANK OR (III) FAILURE TO MAINTAIN COMPLIANCE WITH THE THIS MOBILE DEPOSIT AGREEMENT, THE PROCEDURES, OR APPLICABLE LAWS, REGULATIONS, OR RULES, (B) (I) THE BANK’S PROVISION OF THE DEPOSIT BILL PAY SERVICE, AND/OR (II) THE BANKII)BANK’S ACTION OR INACTION IN ACCORDANCE WITH, OR IN RELIANCE UPON, ANY INSTRUCTIONS OR INFORMATION RECEIVED FROM ANY PERSON THE BANK REASONABLY BELIEVES TO BE YOU,CUSTOMER, (C) CUSTOMER’S BREACH OF ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR OTHER AGREEMENTS OR RESPONSIBILITIES UNDER THIS AGREEMENT ANY OTHER AGREEMENT BETWEEN CUSTOMER AND BANK, INCLUDING, BUT NOT LIMITED TO, DEPOSIT ACCOUNT AGREEMENT GOVERNING CUSTOMERS’ ACCOUNTS, AND/OR (D) CUSTOMER’S BREACH OR VIOLATION OF ANY RULES, PROCEDURES, OR LAWS; PROVIDED, HOWEVER, CUSTOMER IS NOT OBLIGATED TO INDEMNIFY BANK FOR ANY DAMAGES SOLELY AND PROXIMATELY CAUSED BY BANK’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE TERMS OF THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

Indemnification and Liability; Third Party Claims. IN ADDITION TO ANY OTHER INDEMNIFICATIONS CONTAINED ELSEWHERE You agree to indemnify Alviere and Bank and each of its Processors and their respective officers, directors, employees, members, partners, agents, insurers and attorneys (each and “Indemnified Party” and, collectively, the “Indemnified Parties”) for, and hold each of the Indemnified Parties harmless from and against, all actions, causes of action, claims, damages, liabilities and expenses (including reasonable attorneys’ fees) of any nature or kind (including those by third parties) arising out of, or related to, this Agreement, including all actions, causes of action, claims, damages, liabilities and expenses arising out of, related to or resulting from your (1) failure to report required changes; (2) transmission of incorrect data to us; (3) failure to maintain compliance with the Rules, (4) our action or inaction in accordance with, or in reliance upon, your instructions or information received from any person authorized to act on your behalf; (5) your breach of any of your representations, warranties, covenants or other agreements or responsibilities under this Agreement; and/or (6) your breach or violation of any Rules; provided, however, you are not obligated to indemnify us for any damages solely and proximately caused by Xxxxxxx’s or Bank’s gross negligence or willful misconduct. Limit of Liability. ALVIERE AND BANK ARE ONLY RESPONSIBLE FOR PERFORMING THE SERVICE AS EXPRESSLY STATED IN THIS AGREEMENT. THERE IS NO GUARANTEE THAT ACCESS TO THE MOBILE REMOTE DEPOSIT AGREEMENT, SERVICE WILL BE AVAILABLE AT ALL TIMES AND NEITHER ALVIERE NOR BANK SHALL BE LIABLE IF YOU HEREBY INDEMNIFY ARE UNABLE TO ACCESS THE BANK AND ITS PARENT, SUBSIDIARIES, AND AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, PARTNERS, AGENTS, INSURERS, AND ATTORNEYS (EACH AN MOBILE REMOTE DEPOSIT SERVICE. THE MOBILE REMOTE DEPOSIT SERVICE IS PROVIDED “INDEMNIFIED PARTYAS IS” AND, COLLECTIVELYEXCEPT AS PROHIBITED BY LAW, ALVIERE AND BANK AND OUR THIRD PARTY SERVICE PROVIDERS DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES CONCERNING THE SERVICE, APP, EQUIPMENT OR SOFTWARE, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF ANY PARTIES’ PROPRIETARY RIGHTS. IN NO CASE SHALL ANY OF ALVIERE’S OR BANK’S THIRD PARTY SERVICE PROVIDERS BE LIABLE FOR ANY LOSS OF DATA, PROFIT, GOODWILL, OR SPECIAL, PUNITIVE, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE SUFFERED BY YOU ARISING OUT OF OR RELATED TO THIS ADDENDUM, THE “INDEMNIFIED PARTIES”) FORAPP, AND HOLDS EACH THE SOFTWARE, THE EQUIPMENT OR THE SERVICE WHETHER OR NOT SUCH CLAIM FOR DAMAGES IS BASED ON TORT OR CONTRACT OR WHETHER ALVIERE OR BANK HAD BEEN ADVISED OF THE INDEMNIFIED PARTIES HARMLESS FROM AND AGAINST, ALL ACTIONS, CAUSES POSSIBILITY OF ACTION, CLAIMS, SUCH DAMAGES OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES, LIABILITIES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW. IN STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF ANY NATURE LIABILITY FOR INDIRECT SPECIAL OR KIND (INCLUDING THOSE BY THIRD PARTIES) ARISING OUT OF, INCIDENTAL OR RELATED TO, THIS MOBILE DEPOSIT AGREEMENT, INCLUDING ALL ACTIONS, CAUSES OF ACTION, CLAIMS, CONSEQUENTIAL DAMAGES, LIABILITIES ALVIERE’S AND EXPENSES ARISING OUT OF, RELATED TO OR RESULTING FROM: (A) YOUR (I) FAILURE TO REPORT REQUIRED CHANGES OR ERRORS, (II) TRANSMISSION OF INCORRECT DATA BANK’S AND OUR THIRD PARTY SERVICE PROVIDERS’ LIABILITY IS LIMITED TO THE BANK OR (III) FAILURE TO MAINTAIN COMPLIANCE WITH THE THIS MOBILE DEPOSIT AGREEMENTEXTENT PERMITTED BY APPLICABLE LAW. Additional Information. Alviere or Bank may at any time request information from you to authenticate your identity, THE PROCEDURESconfirm your address, OR APPLICABLE LAWSconfirm financial information, REGULATIONSor for any other purpose related to the Mobile Remote Deposit Service, OR RULESincluding but not limited to whether to adjust of any limits set by this Agreement, (B) (I) THE BANK’S PROVISION OF THE DEPOSIT SERVICEor to determine whether to suspend or terminate the Mobile Remote Deposit Service. You agree to provide the requested information immediately upon request by us, AND/OR (II) THE BANK’S ACTION OR INACTION IN ACCORDANCE WITH, OR IN RELIANCE UPON, ANY INSTRUCTIONS OR INFORMATION RECEIVED FROM ANY PERSON THE BANK REASONABLY BELIEVES TO BE YOU,in the form required by us. You authorize us to investigate or reinvestigate at any time any information provided by you or anyone on your behalf in connection with this Agreement or the Mobile Remote Deposit Service. You also authorize us to request reports from credit bureaus and reporting agencies to the extent permitted by applicable law. You agree we may suspend or terminate your Mobile Remote Deposit Service at any time in our sole discretion.

Indemnification and Liability; Third Party Claims. IN ADDITION TO ANY OTHER INDEMNIFICATIONS CONTAINED ELSEWHERE You hereby indemnify First State Bank and each of its Processors and their respective officers, directors, employees, members, partners, agents, insurers and attorneys (each and “Indemnified Party” and, collectively, the “Indemnified Parties”) for, and hold each of the Indemnified Parties harmless from and against, all actions, causes of action, claims, damages, liabilities and expenses (including reasonable attorneys’ fees) of any nature or kind (including those by third parties) arising out of, or related to, this Agreement, including all actions, causes of action, claims, damages, liabilities and expenses arising out of, related to or resulting from: (a) your (i) failure to report required changes, (ii) transmission of incorrect data to us or (iii) failure to maintain compliance with the Rules, (b) (i) your Mobile Deposit Service, (ii) our action or inaction in accordance with, or in reliance upon, any instructions or information received from any person reasonably believed by us to be you, (c) your breach of any of your representations, warranties, covenants or other agreements or responsibilities under this Agreement and/or (d) your breach or violation of any Rules; provided, however, you are not obligated to indemnify us for any damages solely and proximately caused by our gross negligence or willful misconduct. Limit of Liability. WE ARE ONLY RESPONSIBLE FOR PERFORMING THE SERVICE AS EXPRESSLY STATED IN THIS MOBILE DEPOSIT AGREEMENT, ADDENDUM. THERE IS NO GUARANTEE THAT ACCESS TO THE SERVICE WILL BE AVAILABLE AT ALL TIMES AND WE SHALL NOT BE LIABLE IF YOU HEREBY INDEMNIFY ARE UNABLE TO ACCESS THE BANK AND ITS PARENT, SUBSIDIARIES, AND AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, PARTNERS, AGENTS, INSURERS, AND ATTORNEYS (EACH AN SERVICE. THE SERVICE IS PROVIDED “INDEMNIFIED PARTYAS IS” AND, COLLECTIVELYEXCEPT AS PROHIBITED BY LAW, WE AND OUR THIRD PARTY SERVICE PROVIDERS DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES CONCERNING THE SERVICE, APP, EQUIPMENT OR SOFTWARE, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF ANY PARTIES’ PROPRIETARY RIGHTS. IN NO CASE SHALL XXXXXXX FIRST OR ANY OF OUR THIRD PARTY SERVICE PROVIDERS BE LIABLE FOR ANY LOSS OF DATA, PROFIT, GOODWILL, OR SPECIAL, PUNITIVE, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE SUFFERED BY YOU ARISING OUT OF OR RELATED TO THIS ADDENDUM, THE “INDEMNIFIED PARTIES”) FORAPP, AND HOLDS EACH THE SOFTWARE, THE EQUIPMENT OR THE SERVICE WHETHER OR NOT SUCH CLAIM FOR DAMAGES IS BASED ON TORT OR CONTRACT OR WHETHER WE HAD BEEN ADVISED OF THE INDEMNIFIED PARTIES HARMLESS FROM AND AGAINST, ALL ACTIONS, CAUSES POSSIBILITY OF ACTION, CLAIMS, SUCH DAMAGES OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES, LIABILITIES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) EXCEPT AS MAY BE REQUIRED BY LAW. IN STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF ANY NATURE LIABILITY FOR INDIRECT SPECIAL OR KIND (INCLUDING THOSE BY THIRD PARTIES) ARISING OUT OF, INCIDENTAL OR RELATED TO, THIS MOBILE DEPOSIT AGREEMENT, INCLUDING ALL ACTIONS, CAUSES OF ACTION, CLAIMS, CONSEQUENTIAL DAMAGES, LIABILITIES XXXXXXX FIRST’S AND EXPENSES ARISING OUT OF, RELATED TO OR RESULTING FROM: (A) YOUR (I) FAILURE TO REPORT REQUIRED CHANGES OR ERRORS, (II) TRANSMISSION OF INCORRECT DATA OUR THIRD PARTY SERVICE PROVIDERS’ LIABILITY IS LIMITED TO THE BANK OR (III) FAILURE TO MAINTAIN COMPLIANCE WITH THE THIS MOBILE DEPOSIT AGREEMENTEXTENT PERMITTED BY APPLICABLE LAW. Financial Information. We may from time to time request information from you in order to evaluate a continuation of the Mobile Deposit Service to be provided by us hereunder and/or adjustment of any limits set by this Agreement. You agree to provide the requested financial information immediately upon request by us, THE PROCEDURESin the form required by us. You authorize us to investigate or reinvestigate at any time any information provided by you in connection with this Agreement or the Mobile Deposit Service and to request reports from credit bureaus and reporting agencies for such purpose. If you refuse to provide the requested financial information, OR APPLICABLE LAWSor if we conclude, REGULATIONSin our sole discretion, OR RULESthat your credit risk is unacceptable, (B) (I) THE BANK’S PROVISION OF THE DEPOSIT SERVICE, AND/OR (II) THE BANK’S ACTION OR INACTION IN ACCORDANCE WITH, OR IN RELIANCE UPON, ANY INSTRUCTIONS OR INFORMATION RECEIVED FROM ANY PERSON THE BANK REASONABLY BELIEVES TO BE YOU,we may terminate the Mobile Deposit Service according to the hereof.

Indemnification and Liability; Third Party Claims. IN ADDITION TO ANY OTHER INDEMNIFICATIONS CONTAINED ELSEWHERE IN THIS MOBILE DEPOSIT AGREEMENT, YOU CUSTOMER HEREBY INDEMNIFY THE INDEMNIFIES BANK AND ITS PARENT, SUBSIDIARIES, SUBSIDIARIES AND AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, PARTNERS, AGENTS, INSURERS, INSURERS AND ATTORNEYS (EACH AN “INDEMNIFIED PARTY” AND, COLLECTIVELY, THE “INDEMNIFIED PARTIES”) FOR, AND HOLDS EACH OF THE INDEMNIFIED PARTIES HARMLESS FROM AND AGAINST, ALL ACTIONS, CAUSES OF ACTION, CLAIMS, DAMAGES, LIABILITIES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) OF ANY NATURE OR KIND (INCLUDING THOSE BY THIRD PARTIES) ARISING OUT OF, OR RELATED TO, THIS MOBILE DEPOSIT AGREEMENT, INCLUDING ALL ACTIONS, CAUSES OF ACTION, CLAIMS, DAMAGES, LIABILITIES AND EXPENSES ARISING OUT OF, RELATED TO OR RESULTING FROM: (A) YOUR CUSTOMER’S (I) FAILURE TO REPORT REQUIRED CHANGES OR ERRORS, (IIERRORS,(II) TRANSMISSION OF INCORRECT DATA TO THE BANK OR (III) FAILURE TO MAINTAIN COMPLIANCE WITH THE THIS MOBILE DEPOSIT AGREEMENT, THE PROCEDURES, OR APPLICABLE LAWS, REGULATIONS, OR RULES, (B) (I) THE BANK’S PROVISION OF THE DEPOSIT XXXX PAY SERVICE, AND/OR (II) THE BANKII)BANK’S ACTION OR INACTION IN ACCORDANCE WITH, OR IN RELIANCE UPON, ANY INSTRUCTIONS OR INFORMATION RECEIVED FROM ANY PERSON THE BANK REASONABLY BELIEVES TO BE YOU,CUSTOMER, (C) CUSTOMER’S BREACH OF ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR OTHER AGREEMENTS OR RESPONSIBILITIES UNDER THIS AGREEMENT ANY OTHER AGREEMENT BETWEEN CUSTOMER AND BANK, INCLUDING, BUT NOT LIMITED TO, DEPOSIT ACCOUNT AGREEMENT GOVERNING CUSTOMERS’ ACCOUNTS, AND/OR (D) CUSTOMER’S BREACH OR VIOLATION OF ANY RULES, PROCEDURES, OR LAWS; PROVIDED, HOWEVER, CUSTOMER IS NOT OBLIGATED TO INDEMNIFY BANK FOR ANY DAMAGES SOLELY AND PROXIMATELY CAUSED BY BANK’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE TERMS OF THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.