Common use of Indemnification by Bank Clause in Contracts

Indemnification by Bank. Bank agrees to indemnify and hold harmless Retailer, its affiliates, and their respective employees, officers, directors and agents, from and against any and all Damages to the extent such Damages arise out of or result from: (a) Any breach by Bank of any of the terms, covenants, representations, warranties or other provisions contained in this Agreement; (b) Any act or omission, where there was a duty to act, by Bank or its employees, officers, directors, or agents (including any assignee or delegatee of Bank contemplated by Section 15.3), including the failure of Bank to comply with Applicable Law; (c) Any failure of the Account Documentation as prepared by Bank or Bank’s activities in administering the Program to comply with the Consumer Credit Protection Act, the Truth in Lending Act, the Fair Debt Collection Practices Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act or other Applicable Law or the regulations implementing each of them; (d) Any advertisements, solicitations or other promotions of the Program by or on behalf of Bank (other than those materials included therein and approved by Retailer); (e) Any activities, acts or omissions of any third party to whom Cardholder Information is transferred or made available by or on behalf of Bank; (f) Retailer’s use of Bank’s business name (or any of Bank’s related marks, logos or similar proprietary designations, to the extent permitted herein) in accordance with the terms of this Agreement; (g) Claims for indemnity against Retailer asserted by a person indemnified by Retailer under the Association rules or Association application for claims arising in connection with the Program if such claims are not based, and to the extent such claims are not based, on actual or alleged actions or inactions by Retailer in breach of its obligations under this Agreement or the Association rules or Association application; or (h) Any activities, acts or omissions of any Bank employee working at Retailer’s facilities (other than those activities, acts or omissions performed at the direction or instruction of Retailer); (i) Failure to comply with the data security and privacy provisions in Section 15.6 applicable to Bank or its agents; or (j) Any Enhancement Products offered by Bank to Cardholders. The foregoing indemnity obligation of Bank shall not apply to any Damages of Retailer to the extent caused by (i) the gross negligence, willful misconduct or illegal acts of Retailer or (ii) any violation or failure to comply with this Agreement by Retailer.

Indemnification by Bank. Bank agrees to indemnify and hold harmless Retailer, its affiliates, and their respective employees, officers, directors and agents, from and against any and all Damages to the extent such Damages arise out of or result from: (a) Any breach by Bank of any of the terms, covenants, representations, warranties or other provisions contained in this Agreement; (b) Any act or omission, where there was a duty to act, by Bank or its employees, officers, directors, or agents (including any assignee or delegatee of Bank contemplated by Section 15.3), including without limitation, the failure of Bank to comply with Applicable Lawany law, rule or regulation applicable to Bank; (c) Any failure of the Account Documentation form of credit applications or Cardholder Agreements as prepared by Bank or Bank’s activities in administering the Program to comply with the Consumer Credit Protection Act, the Truth in Lending Act, the Fair Debt Collection Practices Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act or other Applicable Law Laws or the regulations implementing each of them; (d) Any advertisements, solicitations or other promotions of the Program by or on behalf of Bank (other than those materials included therein and approved conducted by Retailer)) of the Program; (e) Any activities, acts or omissions of any third party to whom Cardholder Information is transferred or made available by or on behalf of Bank;; or (f) Retailer’s use of Bank’s business name (or any of Bank’s related marks, logos or similar proprietary designations, to the extent permitted herein) in accordance with the terms of this Agreement;. (g) Claims for indemnity against Retailer asserted by a person indemnified by Retailer under the Association rules or Association application for claims arising in connection with the Program if such claims are not based, and to the extent such claims are not based, on actual or alleged actions or inactions by Retailer in breach of its obligations under this Agreement or the Association rules or Association application; or. (h) Any activities, acts or omissions of any Bank employee working at Retailer’s facilities (other than those activities, acts or omissions performed at the direction or instruction of Retailer); (i) Failure to comply with the data security and privacy provisions in Section 15.6 applicable to Bank or its agents; or (j) Any Enhancement Products offered by Bank to Cardholders. The foregoing indemnity obligation of Bank shall not apply to any Damages of Retailer to the extent caused by (i) the gross negligence, willful misconduct or illegal acts of Retailer or (ii) any violation or failure to comply with this Agreement by Retailer.

Indemnification by Bank. Bank agrees to indemnify protect, indemnify, and hold harmless RetailerThe Gap, its affiliatesInc., the other Retailers, their respective Affiliates, and their respective employees, officers, directors and agentsdirectors, from and against any and all Damages Losses by whomsoever asserted, including, but not limited to, (i) the Cardholders or other persons responsible for the payment of Accounts; (ii) any person or persons who prosecute or defend any proceedings as representatives of or on behalf of a class or interest group; (iii) any governmental instrumentality; or (iv) any other third party, to the extent such Damages Losses arise out of of, are connected with or result from: (a) Any any breach by Bank of any of the terms, covenants, representations, warranties or other provisions contained in this Agreement; (b) Any act any representation or omissionwarranty made by Bank in this Agreement which proves to have been untrue or incorrect in any material respect as of the date when made or deemed made hereunder; (c) any act, or omission where there was a duty to act, by Bank or its employees, officers, directors, shareholders, agents, subservicers, licensees or agents independent contractors relating to an Account; (including any assignee or delegatee of Bank contemplated by Section 15.3), including d) the failure of Bank to comply with Applicable Law; (ce) Any failure the use of any Program Document in the Account Documentation exact form as prepared provided by Bank or Bank’s activities and in administering the Program to comply with the Consumer Credit Protection Act, the Truth in Lending Act, the Fair Debt Collection Practices Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act or other Applicable Law or the regulations implementing each of them; (d) Any advertisements, solicitations or other promotions of the Program by or on behalf of Bank (other than those materials included therein and approved by Retailer); (e) Any activities, acts or omissions of any third party to whom Cardholder Information is transferred or made available by or on behalf of Bankrequired manner; (f) Retailer’s use of Bank’s business name (or any of Bank’s related marks, logos or similar proprietary designations, failure to the extent permitted herein) in accordance offer credit terms to Cardholders which comply with the terms of this AgreementApplicable Law; (g) Claims for indemnity against an injury suffered by any employee of Bank on the premises of any Retailer asserted by a person indemnified by Retailer under the Association rules while such employee was performing his or Association application for claims arising her duties in connection with the Program if where such claims are injury was not basedcaused, and to in whole or in part, by the extent negligence or willful misconduct of The Gap, Inc., any other Retailer, any Affiliate of The Gap, Inc. or any other Retailer or any employee, officer, director, agent, subservicer, licensee or independent contractor of The Gap, Inc., any other Retailer or any such claims are not based, on actual or alleged actions or inactions by Retailer in breach of its obligations under this Agreement or the Association rules or Association applicationAffiliate; or (h) Any activities, acts or omissions any use by Bank of any information contemplated by Section 3.04 or any breach by Bank employee working at Retailer’s facilities (of the terms, covenants, or other than those activities, acts or omissions performed at the direction or instruction of Retailer); (i) Failure to comply with the data security and privacy provisions contained in Section 15.6 applicable to Bank or its agents; or (j) Any Enhancement Products offered by Bank to Cardholders. The foregoing indemnity obligation of Bank shall not apply to any Damages of Retailer to the extent caused by (i) the gross negligence, willful misconduct or illegal acts of Retailer or (ii) any violation or failure to comply with this Agreement by Retailer3.04.

Indemnification by Bank. Bank hereby indemnifies the Participating Affiliates and their Related Parties against, and agrees to indemnify and hold them harmless Retailerfrom, its affiliates, and their respective employees, officers, directors and agents, from and against (a) any and all Damages to the extent such Damages arise incurred or suffered by any of them arising out of or result from: (a) Any in any way related to any misrepresentation, breach of any warranty, or nonperformance of any obligation made by Bank of any of the terms, covenants, representations, warranties or other provisions contained in under this Agreement; Agreement and (b) Any act (i) claims based upon Bank’s failure to perform its obligations under this Agreement, its or omissionany of its Related Parties’ negligence or willful misconduct or its failure to comply with any Applicable Law (including, where there was without limitation, any Consumer Law), (ii) claims by employees or subcontractors of Bank arising from this Agreement (other than claims based upon a duty Participating Affiliate’s or any of its Related Parties’ negligence or willful misconduct), (iii) claims relating to actacts or omissions of Bank and its agents in connection with the collection of amounts owing from Cardholders, (iv) claims relating to the submission by Bank or its employeesagents of data concerning Cardholders to credit agencies, officersand the use and disposal of data concerning Cardholders received by Bank from credit agencies), directorseven if Bank has been advised of the possibility of such claims, (v) third-party claims (including, without limitation, any demand, suit, proceeding, subpoena, request for information, civil investigative proceeding or demand or civil proceeding from a private party, government agency or regulatory authority) that arise from, or agents (including may be in any assignee or delegatee of Bank contemplated way attributable to, Security Incidents caused by Section 15.3), including the failure of Bank to comply with Applicable Law; (c) Any failure of the Account Documentation as prepared by Bank or Bank’s activities in administering the Program to comply with the Consumer Credit Protection Act, the Truth in Lending Act, the Fair Debt Collection Practices Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act or other Applicable Law or the regulations implementing each breach of them; (d) Any advertisements, solicitations or other promotions of the Program by or on behalf of Bank (other than those materials included therein and approved by Retailer); (e) Any activities, acts or omissions of any third party to whom Cardholder Information is transferred or made available by or on behalf of Bank; (f) Retailer’s use of Bank’s business name (or any of Bank’s related marks, logos or similar proprietary designations, to the extent permitted herein) in accordance with the terms Section 10.17 of this Agreement; (g) Claims for indemnity against Retailer asserted by a person indemnified by Retailer under the Association rules or Association application for claims arising in connection with the Program if such claims are not based, and (vi) claims related to the extent such claims are not based, on actual or alleged actions or inactions by Retailer in breach of its obligations under this Agreement or the Association rules or Association application; or (h) Any activities, acts or omissions of any Bank employee working at RetailerBank’s facilities (other than those activities, acts or omissions performed at the direction or instruction of Retailer); (i) Failure to comply with the data security and privacy provisions in Section 15.6 applicable to Bank or its agents; or (j) Any Enhancement Products offered by Bank to Cardholders. The foregoing indemnity obligation of Bank shall not apply to any Damages of Retailer to the extent caused by (i) the gross negligence, willful misconduct or illegal acts of Retailer or (ii) any violation or failure to comply with Level A or Level AA Success Criteria and Conformance Requirements of the WCAG 2.1, including, without limitation, claims asserted under federal, state, or local public accommodations laws predicated on allegations that any electronic or digital Services under this Agreement by Retailer(including any website or mobile applications) is not accessible to disabled persons.

Indemnification by Bank. Bank agrees to indemnify protect, indemnify, and hold harmless Retailer, its affiliatesAffiliates, and their respective the shareholders, employees, officers, and directors of each of Retailer and agentsits Affiliates, from and against any and all Damages to the extent such Damages arise Indemnified Losses arising out of of, connected with or result resulting from, or arising out of, connected with or resulting from a complaint, claim or action which alleges: (a) Any (i) the failure of the Card Program, including, without limitation, the Walmart MoneyCard Documentation, the Privacy Policy or the Operating Procedures for the Card Program, to comply with Applicable Law or Network Operating Regulations, or the failure of Bank or its agents or independent contractors to comply with Applicable Law or Network Operating Regulations in the exercise of Bank’s rights or the performance of Bank’s obligations under this Agreement; (ii) the failure by Bank or its agents or independent contractors to comply with Bank’s obligations under this Agreement with respect to the Card Program, including, without limitation, the Walmart MoneyCards and the Walmart MoneyCard Terms; and (iii) any claim with respect to any credit or other products and services, including any documentation related thereto (other than those related to the Program), offered or sold by Bank, or its agents and independent contractors, to Cardholders; (b) any transaction, contract, understanding, promise, representation or relationship, actual, asserted, or alleged, between Bank and any Cardholder relating to a Walmart MoneyCard or the Card Program; (c) any and all references or descriptions of Walmart MoneyCard features available under the Program in any advertising, promotions and marketing programs, documents or materials relating to the Card Program which have been approved in writing by Bank prior to their use; (d) any breach by Bank or its employees, agents or independent contractors of any of the terms, covenants, representations, warranties warranties, or other provisions contained in this AgreementAgreement with respect to the Card Program, including, without limitation, with respect to Walmart MoneyCards, the Operating Procedures for the Card Program or any other instrument or document delivered by Bank to Retailer in connection herewith or therewith; (be) Any act any other act, or omission, omission where there was a duty to act, act by Bank or its employees, officers, directors, shareholders, agents or agents licensees or any independent contractors hired by Bank relating to the Card Program, including, without limitation, with respect to Walmart MoneyCards; (including any assignee or delegatee of Bank contemplated by Section 15.3), including f) the failure of Bank to comply with any Applicable LawLaw or Network Operating Regulations; (cg) Any failure of the Account Documentation as prepared by Bank any and all advertising, promotions and marketing programs, documents or Bank’s activities in administering the Program to comply with the Consumer Credit Protection Act, the Truth in Lending Act, the Fair Debt Collection Practices Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act or other Applicable Law or the regulations implementing each of them; (d) Any advertisements, solicitations or other promotions of the Program by or on behalf of Bank (other than those materials included therein and approved by Retailer); (e) Any activities, acts or omissions of any third party to whom Cardholder Information is transferred or made available conducted by or on behalf of Bank; (f) Retailer’s use , other than references or descriptions of Bank’s business name (or any of Bank’s related marks, logos or similar proprietary designations, to the extent permitted herein) in accordance with the terms of this Agreement; (g) Claims for indemnity against Retailer asserted by a person indemnified by Retailer under the Association rules or Association application for claims arising in connection with the Program if such claims are not based, and which have been approved in writing by Green Dot prior to the extent such claims are not based, on actual or alleged actions or inactions by Retailer in breach of its obligations under this Agreement or the Association rules or Association application; ortheir use; (h) Any activitiesinfringement or misappropriation of the Intellectual Property rights of any third party in connection with use of the Bank Technology, Bank Owned Modifications, Bank Created Technology or the Bank IVR as permitted by, or to provide services under, this Agreement. provided that in no event shall (A) Bank be obligated to indemnify Retailer under this Section 16.2 against any Indemnified Losses which result from the willful or negligent acts or omissions of any Bank employee working at Retailer’s facilities , or (other than those activities, acts B) Retailer be considered an agent or omissions performed at the direction or instruction of Retailer); (i) Failure to comply with the data security and privacy provisions in Section 15.6 applicable to Bank or its agents; or (j) Any Enhancement Products offered by Bank to Cardholders. The foregoing indemnity obligation independent contractor of Bank shall not apply to any Damages for purposes of Retailer to determining Bank’s indemnity obligations for the extent caused by (i) the gross negligence, willful misconduct conduct of Banks agents or illegal acts of Retailer or (ii) any violation or failure to comply with this Agreement by Retailerindependent contractors.

Indemnification by Bank. Bank agrees to indemnify and hold harmless Retailer, its affiliates, and their respective employees, officers, directors and agents, from and against any and all Damages to the extent such Damages arise out of of, are connected with or result from: (a) Any breach by Bank of any of the terms, covenants, representations, warranties or other provisions contained in this Agreement; (b) Any act or omission, where there was a duty to act, by Bank or its employees, officers, directors, or agents (including any assignee or delegatee of Bank Retailer contemplated by Section 15.30), including without limitation, the failure of Bank to comply with Applicable Lawany law, rule or regulation applicable to Bank; (c) Any failure of the Account Documentation form of credit applications or Cardholder Agreements as prepared by Bank or Bank’s activities in administering the Program to comply with the Consumer Credit Protection Act, the Truth in Lending Act, the Fair Debt Collection Practices Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act or other Applicable Law Laws or the regulations implementing each of them; (d) Any advertisements, solicitations or other promotions of the Program by or on behalf of Bank (other than those materials included therein and approved conducted by Retailer)) of the Program; (e) Any activities, acts or omissions of any third party to whom Cardholder Information is transferred or made available by or on behalf of Bank;; or (f) Retailer’s use of Bank’s business name (or any of Bank’s related marks, logos or similar proprietary designations, to the extent permitted herein) in accordance with the terms of this Agreement;. (g) Claims for indemnity against Retailer asserted by a person indemnified by Retailer under the Association rules or Association application for claims arising in connection with the Program if such claims are not based, and to the extent such claims are not based, on actual or alleged actions or inactions by Retailer in breach of its obligations under this Agreement or the Association rules or Association application; or (h) Any activities, acts or omissions of any Bank employee working at Retailer’s facilities (other than those activities, acts or omissions performed at the direction or instruction of Retailer); (i) Failure to comply with the data security and privacy provisions in Section 15.6 applicable to Bank or its agents; or (j) Any Enhancement Products offered by Bank to Cardholders. The foregoing indemnity obligation of Bank shall not apply to any Damages of Retailer to the extent caused by (i) the gross negligence, willful misconduct or illegal acts of Retailer or (ii) any violation or failure to comply with this Agreement by Retailer.

Indemnification by Bank. Bank agrees to indemnify protect, indemnify, defend and hold harmless RetailerRetailer and its shareholders, its affiliates, and their respective employees, officers, directors and agentsdirectors, from and against any and all Damages Indemnified Losses to the extent such Damages Indemnified Losses arise out of of, are connected with, or result from: 13.2.1 Retailer’s commercially reasonable acts or omission to act consistent with Bank’s written instructions; 13.2.2 Bank’s failure of any of its compliance obligations under this Agreement, (ab) Any the failure by Bank to comply with its obligations under this Agreement with respect to the Credit Cards, Credit Card Applications and Credit Card Agreements; and (c) any credit or other products and services, including any documentation related thereto (other than those related to the Program), offered or sold by Bank, or its agents and independent contractors, to Cardholders; 13.2.3 any transaction, contract, understanding, promise, representation or relationship, actual, asserted, or alleged, between Bank and any Cardholder relating to an Account (other than for the sale of Goods and/or Services); 13.2.4 any and all descriptions of the Program, including its terms and conditions, in any advertising, promotions and marketing programs, documents or materials relating to the Program that have been approved in writing by Bank prior to their use; 13.2.5 any administration of, or work or services performed on, any Bank webpage; 13.2.6 any breach by Bank of any of the terms, covenants, representations, warranties or other provisions contained in this Agreement;Agreement or any other instrument or document delivered by Bank to Retailer in connection herewith or therewith. (b) Any act 13.2.7 any other act, or omission, omission where there was a duty to act, by Bank or its employees, officers, directors, shareholders, agents or agents (including licensees or any assignee independent contractors hired by Bank relating to an Account, a Cardholder, an Applicant or delegatee of Bank contemplated by Section 15.3), including Accounts Receivable; 13.2.8 the failure of Bank to comply with Applicable Law; (c) Any failure of the Account Documentation as prepared by Bank or Bank’s activities in administering the Program to comply with the Consumer Credit Protection Act, the Truth in Lending Act, the Fair Debt Collection Practices Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act or other Applicable Law or the regulations implementing each of them; (d) Any advertisements, solicitations or other promotions of the Program by or on behalf of Bank (other than those materials included therein and approved by Retailer); (e) Any activities, acts or omissions of any third party to whom Cardholder Information is transferred or made available by or on behalf of Bank; (f) Retailer’s use of Bank’s business name (or any of Bank’s related marks, logos or similar proprietary designations, to the extent permitted herein) in accordance with the terms of this Agreement; (g) Claims for indemnity against Retailer asserted by a person indemnified by Retailer under the Association rules or Association application for claims arising in connection with the Program if such claims are not basedor the matters contemplated by this Agreement; 13.2.9 infringement of the Intellectual Property of a third party by the Bank Technology, Bank Owned Modifications, and any Bank Created Technology; or 13.2.10 account collections or Bank’s collection procedures; provided, however, that in no event shall Bank be obligated to indemnify Retailer under this Section 13.2 against any Indemnified Losses to the extent such claims are not based, on actual Indemnified Losses result from (a) the willful or alleged actions or inactions by Retailer in breach of its obligations under this Agreement or the Association rules or Association application; or (h) Any activities, negligent acts or omissions of any Bank employee working at Retailer, (b) the operation of a Second Look Program by a Person other than Bank, or (c) Retailer’s facilities (other than those activities, acts or omissions performed at the direction or instruction of Retailer); (i) Failure to comply with the data security and privacy provisions in Section 15.6 applicable to Bank or its agents; or (j) Any Enhancement Products offered by Bank to Cardholders. The foregoing indemnity obligation of Bank shall not apply to any Damages of Retailer to the extent caused by (i) the gross negligence, willful misconduct or illegal acts of Retailer or (ii) any violation or failure to comply with Applicable Law to the extent required by this Agreement by Retailerin operation of the Program.

Indemnification by Bank. Bank hereby indemnifies Company and its Related Parties against, and agrees to indemnify and hold them harmless Retailerfrom, its affiliates, and their respective employees, officers, directors and agents, from and against any and all Damages to the extent such Damages arise incurred or suffered by any of them arising out of or result fromin any way related to any of the following: (a) Any Bank’s breach by Bank of any of the terms, covenants, representations, warranties representation or other provisions contained in this Agreementwarranty hereunder; (b) Any act or omission, where there was a duty to act, by Bank or its employees, officers, directors, or agents (including Bank’s nonperformance of any assignee or delegatee of Bank contemplated by Section 15.3), including the failure of Bank to comply with Applicable Lawcovenant hereunder; (c) Any failure of the Account Documentation as prepared by Bank or Bank’s activities breach or violation of any provision hereunder relating to confidentiality of information, privacy, or data security, including those provisions stated in administering the Program to comply with the Consumer Credit Protection Act, the Truth in Lending Act, the Fair Debt Collection Practices Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act or other Applicable Law or the regulations implementing each of themSections 6 and 7; (d) Any advertisements, solicitations Company’s distribution of Bank-provided disclosures or other promotions of the Program by or on behalf of Bank (other than those materials included therein and approved by Retailer); (e) Any activitiesmaterials, acts or omissions of any third party to whom Cardholder Information is transferred or made available by or on behalf of Bank; (f) Retailer’s use of including Bank’s business name (or any of Bank’s related marks, logos or similar proprietary designationscredit and other applicable disclosures, to the extent permitted herein) Applicants or Cardholders in accordance with the terms of this Agreement; (ge) Claims for indemnity against Retailer asserted Any Claim that (i) the Licensed Bank Technology, or Company’s, its Affiliates’ or any Cardholders’ authorized use thereof in accordance with this Agreement, infringes or misappropriates any third-party Intellectual Property Rights; (ii) Bank’s or its Affiliates’ use of the Company Marks other than in accordance with this Agreement or other than as directed by a person indemnified Company in accordance with this Agreement, or any use of the Company Marks by Retailer under any third-party authorized or otherwise permitted by Bank or its Affiliates other than in accordance with this Agreement or other than as directed by Company in accordance with this Agreement, infringes any third-party Intellectual Property Rights; or (iii) Company or its Affiliates’ use of the Association rules or Association application for claims arising Comenity Bank name in connection with the Program if such claims are not basedPlan infringes any third-party Intellectual Property Rights; (f) any act or omission by Bank or Bank Third-Party Provider (where Bank or Bank Third-Party Provider has a duty to act) and its officers, directors, and employees which results in a Claim against Company, its officers, directors, employees, Affiliates, unless the proximate cause of any such Claim is an act or failure to act by Company and its respective officers, directors or employees; provided, however, that in no event shall Bank be obligated to indemnify Company under this Section 8.2 against any Losses to the extent such claims are not basedLosses result from (I) any fraud, on actual willful or alleged actions or inactions by Retailer in breach of its obligations under this Agreement or the Association rules or Association application; or (h) Any activities, negligent acts or omissions of any Bank employee working at Retailer’s facilities (other than those activitiesCompany, acts or omissions performed at the direction or instruction of Retailer); (i) Failure to comply with the data security and privacy provisions in Section 15.6 applicable to Bank or its agents; or (j) Any Enhancement Products offered by Bank to Cardholders. The foregoing indemnity obligation of Bank shall not apply to any Damages of Retailer to the extent caused by (i) the gross negligence, willful misconduct or illegal acts of Retailer or (iiII) any violation or failure to comply with this Agreement by RetailerCompany, including any intellectual property infringement by Company.

Indemnification by Bank. Bank agrees to indemnify protect, indemnify, and hold harmless Retailer, its affiliatesAffiliates, and their respective the shareholders, employees, officers, and directors of each of Retailer and agentsits affiliates, from and against any and all Damages to the extent such Damages arise Indemnified Losses arising out of of, connected with or result resulting from, or arising out of, connected with or resulting from a complaint, claim or action which alleges: (a) Any (i) the failure of the Card Program, including, without limitation, the Prepaid Card Documentation, the Privacy Policy or the Operating Procedures for the Card Program, to comply with Applicable Law, or the failure of Bank or its agents or independent contractors to comply with Applicable Law in the exercise of Bank’s rights or the performance of Bank’s obligations under this Agreement, (ii) the failure by Bank or its agents or independent contractors to comply with Bank’s obligations under this Agreement with respect to the Card Program, including, without limitation, the Prepaid Cards and the Prepaid Card Terms; and (iii) any credit or other products and services, including any documentation related thereto (other than those related to the Program), offered or sold by Bank, or its agents and independent contractors, to Cardholders; (b) any transaction, contract, understanding, promise, representation or relationship, actual, asserted or alleged, between Bank and any Cardholder relating to a Prepaid Card or the Card Program; (c) any and all references or descriptions of Prepaid Card features available under the Program in any advertising, promotions and marketing programs, documents or materials relating to the Card Program which have been approved in writing by Bank prior to their use; (d) any breach by Bank or its employees, agents or independent contractors of any of the terms, covenants, representations, warranties warranties, or other provisions contained in this AgreementAgreement with respect to the Card Program, including, without limitation, with respect to Prepaid Cards, the Operating Procedures for the Card Program or any other instrument or document delivered by Bank to Retailer in connection herewith or therewith; (be) Any act any other act, or omission, omission where there was a duty to act, act by Bank or its employees, officers, directors, shareholders, agents or agents licensees or any independent contractors hired by Bank relating to the Card Program, including, without limitation, with respect to Prepaid Cards; (including any assignee or delegatee of Bank contemplated by Section 15.3), including f) the failure of Bank to comply with any Applicable Law; (cg) Any failure of the Account Documentation as prepared by Bank any and all advertising, promotions and marketing programs, documents or Bank’s activities in administering the Program to comply with the Consumer Credit Protection Act, the Truth in Lending Act, the Fair Debt Collection Practices Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act or other Applicable Law or the regulations implementing each of them; (d) Any advertisements, solicitations or other promotions of the Program by or on behalf of Bank (other than those materials included therein and approved by Retailer); (e) Any activities, acts or omissions of any third party to whom Cardholder Information is transferred or made available conducted by or on behalf of Bank; (f) Retailer’s use , other than references or descriptions of Bank’s business name (or any of Bank’s related marks, logos or similar proprietary designations, to the extent permitted herein) in accordance with the terms of this Agreement; (g) Claims for indemnity against Retailer asserted by a person indemnified by Retailer under the Association rules or Association application for claims arising in connection with the Program if such claims are not based, and which have been approved in writing by Green Dot prior to the extent such claims are not based, on actual or alleged actions or inactions by Retailer in breach of its obligations under this Agreement or the Association rules or Association application; ortheir use; (h) Any activitiesinfringement or misappropriation of the Intellectual Property rights of any third party in connection with use of the Bank Technology, Bank Owned Modifications, Bank Created Technology or the Bank IVR as permitted by, or to provide services under, this Agreement. provided that in no event shall (A) Bank be obligated to indemnify Retailer under this Section 15.2 against any Indemnified Losses which result from the willful or negligent acts or omissions of any Bank employee working at Retailer’s facilities , or (other than those activities, acts B) Retailer be considered an agent or omissions performed at the direction or instruction of Retailer); (i) Failure to comply with the data security and privacy provisions in Section 15.6 applicable to Bank or its agents; or (j) Any Enhancement Products offered by Bank to Cardholders. The foregoing indemnity obligation independent contractor of Bank shall not apply to any Damages for purposes of Retailer to determining Bank’s indemnity obligations for the extent caused by (i) the gross negligence, willful misconduct conduct of Banks agents or illegal acts of Retailer or (ii) any violation or failure to comply with this Agreement by Retailerindependent contractors.

Indemnification by Bank. Bank agrees to indemnify indemnify, defend, protect and hold harmless RetailerJCPenney, its affiliates, the Authorized Entities and their respective Affiliates, agents, employees, officers, directors directors, and agentsrepresentatives (the “JCPenney Indemnified Parties”), from and against any and all Damages Third-Party Claims brought against such JCPenney Indemnified Parties (including any Governmental Authority) and all Indemnified Losses to the extent such Damages Indemnified Losses arise out of of, relate to, or result from: (a) Any breach by Bank of a duty to act with respect to the extension of credit pursuant to the Program; (b) Any inaccuracy or misrepresentation in any representation or warranty of Bank contained in this Agreement; (c) Any breach by Bank of any of the terms, covenants, representations, warranties covenants or other provisions contained in this Agreement; (bd) Any act Truth-in-Lending or omissioncomparable state law credit disclosures verbiage used by JCPenney or the Authorized Entities, where there was a duty to act, if such verbiage has been provided by Bank and is used in the manner specified by Bank; (e) The failure of Bank or its employees, officers, directorsAffiliates, or agents (including any assignee or delegatee of Bank contemplated by Section 15.3), including the failure of any documentation (including Account Documentation) provided by Bank relating to the Program, to comply with Bank Applicable Law; (cf) Any failure negligence, recklessness or willful misconduct of the Account Documentation as prepared by Bank Bank, its Affiliates or Bank’s activities their respective agents, employees, officers or directors in administering the Program relation to comply with the Consumer Credit Protection Act, the Truth in Lending Act, the Fair Debt Collection Practices Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act or other Applicable Law this Agreement or the regulations implementing each of them; (d) Any advertisements, solicitations or other promotions of the Program by or on behalf of Bank (other than those materials included therein and approved by Retailer); (e) Any activities, acts or omissions of any third party to whom Cardholder Information is transferred or made available by or on behalf of Bank; (f) Retailer’s use of Bank’s business name (or any of Bank’s related marks, logos or similar proprietary designations, to the extent permitted herein) in accordance with the terms of this AgreementProgram; (g) Claims for indemnity against Retailer asserted by a person indemnified by Retailer under A Security Incident involving the Association rules systems, or Association application for claims arising data in connection with the Program if such claims are not basedpossession of Bank, and to the extent such claims are not based, on actual or alleged actions its respective service providers or inactions by Retailer in breach of its obligations under this Agreement or the Association rules or Association application; orother agents. (h) Any activitiesBank’s operation of that Credit Card Application process which provides an Applicant with the option to have his or her name, acts address and date of birth pre-populated in the Credit Card Application from his or omissions her driver’s license or other similar state-issued identification card (the “DL Process”); provided that Bank shall not be required to indemnify JCPenney if the Third-Party Claim would not have arisen but for one of the following events: (i) JCPenney does not follow the specifications and directions provided by Bank or if JCPenney makes any Bank employee working at Retailerchanges thereto, in each case without Bank’s facilities prior written consent, or (ii) JCPenney’s use of information obtained through the DL Process from a Credit Card Applicant’s driver’s license or other similar state-issued identification card for any purpose other than those activities, acts or omissions performed at for pre-populating such Applicant’s Credit Card Application without the direction or instruction of Retailer);Applicant’s prior approval. (i) Failure Any claim that JCPenney’s, its Affiliates’ or their respective sublicensees’ use of any of Bank’s Intellectual Property infringes or misappropriates the Intellectual Property rights of any third party, or any claim that the SaaS Materials infringes on such third party’s Intellectual Property rights (provided, that such SaaS Material infringement shall be subject to comply with the data security Section 11.10 (SaaS Infringement Remedies and privacy provisions in Section 15.6 applicable to Bank or its agents; or (j) Any Enhancement Products offered by Bank to Cardholders. The foregoing indemnity obligation of Bank shall not apply to any Damages of Retailer to the extent caused by (i) the gross negligence, willful misconduct or illegal acts of Retailer or (ii) any violation or failure to comply with this Agreement by RetailerLimitations)).