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

Indemnification and Liability; Third Party Claims. In addition to any other indemnification herein, Customer hereby indemnifies and agrees to reimburse, protect, defend and hold Bank and each of its parents, subsidiaries and affiliates and their respective officers, directors, employees, and agents harmless from and against, all actions, causes of action, claims, damages, loss, liabilities, including without limitation all incidental and consequential damages, and all reasonable out-of-pocket expenses (including reasonable attorneys’ fees) of any nature or kind (including those by third parties) arising directly or indirectly from: (a) any breach of warranty or other breach, or failure to by Customer under the terms of this Agreement; (b) any warranty or indemnity claim brought against Bank by a third party under 12 CFR 229.52, 12 CFR 229,53 or other regulations in connection with a File transmitted to Bank by Customer; (c) any loss by any recipient of an Image Item processed by Bank if that loss occurred due to the receipt of an Imaged Item instead of the Check; any wrongful acts or omissions of Customer or any person acting on Customer’s behalf in connection with Customer’s use of the Service 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.