Common use of Liability; Limitations on Liability; Indemnity Clause in Contracts

Liability; Limitations on Liability; Indemnity. A. In the performance of this Agreement, Bank shall be entitled to rely solely on the information, representations, and warranties provided by Customer pursuant to this Agreement and the use of the Mobile Deposit Service, and shall not be responsible for the accuracy or completeness thereof. Bank shall be responsible only for performing the services expressly provided for in this Agreement, and shall be liable only for its gross negligence or willful misconduct in performing those services. Bank shall not be responsible for Customer’s acts or omissions (including without limitation the amount, accuracy, timeliness of transmittal, or authorization of any deposit received from Customer) or those of any other person, including, without limitation, any Federal Reserve Bank, or transmission or communications facility, and no such person shall be deemed Bank’s agent. Bank makes no warranty of any kind, express or implied, including any implied warranty of merchantability or fitness for a particular purpose, the existence of any latent or patent defects, viruses, or the accuracy or freedom from error, of the data or the program used by or furnished to the Bank or to you by licenser or others, in connection with any software or Service(s) provided to you under this Agreement. Without limiting the generality of the foregoing, the Bank makes no representation or warranty, express or implied, against any infringement of any proprietary rights of any other party. You assume the entire risk as to the quality and performance of the software provided, the suitability of the Mobile Deposit Service, and with respect to any documentation. This paragraph shall survive the termination of this Agreement by either you or the Bank, and also limits the liability of any agent, employee, or affiliate of the Bank. We do not and cannot warrant that the software provided will operate without errors, or that any or all of the Mobile Deposit Service will be available and operational at all times. You agree to indemnify Bank against any loss, liability, or expense (including attorney’s fees and expenses) resulting from or arising out of any claim of any person that the Bank is responsible for any act or omission of Customer or any other person described in this Section 16.