Common use of LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES Clause in Contracts

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. 15.1 Member acknowledges that Navigant’s fees and charges for the Services are very small in relation to the amounts of transfers initiated through the Services and, as a result, Navigant’s willingness to provide the Services is based on the limitations and allocations of liability contained in this Agreement. Unless expressly prohibited or otherwise restricted by applicable law, the liability of Navigant in connection with the Services will be limited to actual damages sustained by Member and only to the extent such damages are a direct result of Navigant’s gross negligence, willful misconduct or bad faith. In no event shall Navigant be liable for any consequential, special or indirect loss or damage that Member may suffer or incur in connection with the Services, including, without limitation, attorneys’ fees, lost earnings or profits, loss or damage from subsequent wrongful dishonor resulting from Navigant’s acts, or for any indemnification claim, whether contractual, equitable or other, regardless of whether the likelihood of such claim, loss or damage was known by Navigant and regardless of the basis, theory or nature of the action on which a claim is asserted. Unless expressly prohibited by or otherwise restricted by applicable law, and without limiting the foregoing, Navigant’s aggregate liability to Member for all losses, damages, and expenses incurred in connection with any single claim shall not exceed an amount equal to the monthly billing to Member for Services over the six (6) month-period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. Notwithstanding any of the foregoing, for transactions which are subject to Article 4A of the UCC, Navigant shall be liable for such damages as may be expressly required under Article 4A or the Fedwire Regulations, as applicable. This Agreement is only between Navigant and Member, and Navigant shall have no liability hereunder to any third party. 15.2 Notwithstanding the foregoing, if Member incurs a loss pursuant to a transaction which Member has properly processed through the Services in accordance with the Internet "help" instructions or other instructions provided to Member, due to Navigant’s gross negligence or willful misconduct in the handling of such transaction, Navigant will be responsible for returning any improperly transferred funds, with interest at the rate paid by Navigant at such time on statement savings accounts, from the date of such error to, but not including, the date such funds are returned to the applicable Account from which the funds were withdrawn and for directing to the proper recipient any payments or transfers that were previously misdirected or not completed. RECREDITING OF MEMBER'S ACCOUNT AND REDIRECTING OF PAYMENTS AND TRANSFERS, AND INTEREST ONLY AS PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, SHALL CONSTITUTE NAVIGANT’S ENTIRE LIABILITY FOR INCOMPLETE OR INCORRECT PAYMENTS OR TRANSFERS, AND MEMBER AGREES THAT IT SHALL NOT BE ENTITLED TO ANY OTHER RECOVERY OR RELIEF. At Navigant’s option, payment of such interest may be made by crediting a Deposit Account of Member with Navigant. 15.3 Except as otherwise expressly prohibited or limited by law, or as otherwise expressly provided in this Agreement, Navigant shall not be liable for any loss, damage or injury caused by any act or omission of any third party; for any charges imposed by any third party; or for any loss, damage or injury caused by any failure of the hardware or software utilized by a third party to provide Services to Member. 15.4 Navigant shall not be liable or responsible for damages incurred as a result of data supplied by Member that is inaccurate, incomplete, not current or lost in transmission. It is understood that Navigant assumes no liability or responsibility for the inaccuracy, incompleteness or incorrectness of data as a result of such data having been supplied to Member through data transmission. 15.5 Navigant is not liable for failing to act sooner than required by any Appendix or applicable law. Navigant also has no liability for failing to take action if Navigant had discretion not to act. 15.6 Navigant shall not be responsible for Member's acts or omissions (including, without limitation, the amount, accuracy, timeliness of transmittal or due authorization of any entry, funds transfer order or other instruction received from Member) or the acts or omissions of any other person, including, without limitation, any Automated Clearing House processor, any Federal Reserve Bank, any financial institution or bank, any transmission or communication facility, any receiver or receiving depository financial institution, including, without limitation, the return of an entry or rejection of a funds transfer order by such receiver or receiving depository financial institutions, and no such person shall be deemed Navigant’s agent. Navigant shall be excused from failing to transmit or delay in transmitting an entry or funds transfer order if such transmittal would result in Navigant’s having exceeded any limitation upon its intra-day net funds position established pursuant to Federal Reserve guidelines or otherwise violating any provision of any risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority. In no event shall Navigant be liable for any damages resulting from Navigant’s action or inaction which is consistent with regulations issued by the Board of Governors of the Federal Reserve System, operating circulars issued by a Federal Reserve Navigant or general banking customs and usage. To the extent required by applicable laws, Navigant will compensate Member for loss of interest on funds as a direct result of Navigant’s failure to comply with such laws in executing electronic transfers of funds, if such failure was within Navigant’s control. 15.7 EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, MEMBER EXPRESSLY AGREES THAT USE OF THE SERVICES IS AT MEMBER’S SOLE RISK, AND THE SERVICES ARE PROVIDED “AS IS.” NAVIGANT AND ITS SERVICE PROVIDERS AND AGENTS DO NOT MAKE AND EXPRESSLY DISCLAIM ANY WARRANTIES, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, WITHOUT BREACHES OF SECURITY OR WITHOUT DELAYS. IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE LIABILITY OF NAVIGANT AND ITS SERVICE PROVIDERS AND AGENTS IS LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY LAW. 15.8 Navigant and Member acknowledge and agree that the limitations of liability in this Section are a bargained for allocation of risk and liability, and the parties agree to respect such allocation. Member acknowledges and agrees that Navigant would not enter into this Agreement without the limitations of liability set forth in this Section. 15.9 The provisions of this Section shall survive termination of this Agreement.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. 15.1 Member acknowledges that Navigant’s fees and charges for 12.1 With the Services are very small in relation exception of the defined obligation on the Parties to indemnify one another as set out herein, neither Party shall be liable to the amounts other for any claim or cause of transfers initiated through action requesting or claiming special, incidental, indirect, statutory, punitive, reliance or consequential damages (whether or not the Services andsame are foreseeable or a Party was notified in advance of the possibility of such damages. Examples of such damages prohibited under this Agreement include, as a resultbut are not limited to, Navigant’s willingness to provide the Services is those arising out of claims based on breach of contract, breach of warranty, negligence, and/or strict liability. 12.2 Subject to section 20 (Termination), GCCIA’s liability for any failure of the limitations Customer IRU Fibers shall be (1) to repair, restore or replace the same in accordance with Exhibit (C) and allocations (2) credit service rebates and performance conditions as per Service Level Agreement provided for in Exhibit (C). Except for this liability, GCCIA shall not under any circumstances be liable (in each case whether arising directly or indirectly) for: damage to property, damage to equipment, cost of liability contained in this Agreement. Unless expressly prohibited capital, opportunity costs, cost of replacement services or otherwise restricted by applicable lawproperty, the liability cover damages, or claims of Navigant in connection with the Services will be limited Customer’s customers, end users or third parties, claims relating to actual damages sustained by Member and only to the extent construction, reconstruction, relocation, repair or maintenance, or any other cause whatsoever provided such damages are a direct result of Navigant’s gross negligence, willful misconduct not directly or bad faithindirectly attributable to GCCIA or its sub-contractors. In no event shall Navigant be liable for any consequential, special or indirect loss or damage that Member may suffer or incur in connection with the Services, including, without limitation, attorneys’ fees, lost earnings or profits, loss or damage from subsequent wrongful dishonor resulting from Navigant’s acts, or for any indemnification claim, whether contractual, equitable or other, regardless of whether the likelihood of such claim, loss or damage was known by Navigant and regardless of the basis, theory or nature of the action on which a claim is asserted. Unless expressly prohibited by or otherwise restricted by applicable law, and without Without limiting the foregoing, Navigant’s aggregate liability to Member for all losses, damages, and expenses incurred in connection with any single claim shall not exceed an amount equal to the monthly billing to Member for Services over the six (6) month-period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. Notwithstanding any generality of the foregoing, either Party’s total liability, excluding GCCIA’s liability to the Customer for transactions which are subject loss of profits or revenues, under this Agreement shall not in aggregate exceed the aggregate of all fees paid during the Term. GCCIA’s liability to Article 4A the Customer for loss of the UCC, Navigant profits or revenues shall be liable limited to ten percent (10%) the value of annual operation and maintenance fees paid during the year , 12.3 Nothing in this Agreement shall limit either Party's liability for such damages as may be expressly required under Article 4A death or personal injury resulting from its negligence or the Fedwire Regulationsnegligence of its employees, as applicable. This Agreement is only between Navigant and Member, and Navigant shall have no liability hereunder to any third party. 15.2 Notwithstanding the foregoing, if Member incurs a loss pursuant to a transaction which Member has properly processed through the Services in accordance with the Internet "help" instructions agents or other instructions provided to Member, due to Navigant’s gross negligence or willful misconduct contractors while acting in the handling course of such transaction, Navigant will be responsible for returning their employment or any improperly transferred funds, with interest at the rate paid by Navigant at such time on statement savings accounts, from the date of such error to, but not including, the date such funds are returned other liability to the applicable Account from which the funds were withdrawn and for directing to the proper recipient any payments or transfers extent that were previously misdirected or it cannot completed. RECREDITING OF MEMBER'S ACCOUNT AND REDIRECTING OF PAYMENTS AND TRANSFERS, AND INTEREST ONLY AS PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, SHALL CONSTITUTE NAVIGANT’S ENTIRE LIABILITY FOR INCOMPLETE OR INCORRECT PAYMENTS OR TRANSFERS, AND MEMBER AGREES THAT IT SHALL NOT BE ENTITLED TO ANY OTHER RECOVERY OR RELIEF. At Navigant’s option, payment of such interest may be made by crediting a Deposit Account of Member with Navigant. 15.3 Except as otherwise expressly prohibited or limited by law, or as otherwise expressly . 12.4 All services under this Agreement provided in this Agreement, Navigant shall not by GCCIA will be liable of satisfactory quality and fit for any loss, damage intended telecommunications uses expressly or injury caused by any act or omission of any third party; for any charges imposed by any third party; or for any loss, damage or injury caused by any failure of the hardware or software utilized by a third party impliedly made known to provide Services to Member. 15.4 Navigant shall not be liable or responsible for damages incurred as a result of data supplied by Member that is inaccurate, incomplete, not current or lost in transmission. It is understood that Navigant assumes no liability or responsibility for the inaccuracy, incompleteness or incorrectness of data as a result of such data having been supplied to Member through data transmission. 15.5 Navigant is not liable for failing to act sooner than required by any Appendix or applicable law. Navigant also has no liability for failing to take action if Navigant had discretion not to act. 15.6 Navigant shall not be responsible for Member's acts or omissions (including, without limitation, the amount, accuracy, timeliness of transmittal or due authorization of any entry, funds transfer order or other instruction received from Member) or the acts or omissions of any other person, including, without limitation, any Automated Clearing House processor, any Federal Reserve Bank, any financial institution or bank, any transmission or communication facility, any receiver or receiving depository financial institution, including, without limitation, the return of an entry or rejection of a funds transfer order by such receiver or receiving depository financial institutionsGCCIA, and no such person shall will be deemed Navigant’s agentfree from all defects throughout the Term. Navigant shall be excused from failing to transmit or delay in transmitting an entry or funds transfer order if such transmittal would result in Navigant’s having exceeded any limitation upon its intra-day net funds position established pursuant to Federal Reserve guidelines or otherwise violating any provision of any risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority. In no event shall Navigant be liable for any damages resulting from Navigant’s action or inaction which is consistent with regulations issued Customer acknowledges that, so far as permitted by the Board of Governors of the Federal Reserve System, operating circulars issued by a Federal Reserve Navigant or general banking customs law and usage. To the extent required by applicable laws, Navigant will compensate Member for loss of interest on funds except as a direct result of Navigant’s failure to comply with such laws in executing electronic transfers of funds, if such failure was within Navigant’s control. 15.7 EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, MEMBER EXPRESSLY AGREES THAT USE OF THE SERVICES IS AT MEMBER’S SOLE RISK, AND THE SERVICES ARE PROVIDED “AS IS.” NAVIGANT AND ITS SERVICE PROVIDERS AND AGENTS DO NOT MAKE AND EXPRESSLY DISCLAIM ANY WARRANTIES, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, WITHOUT BREACHES OF SECURITY OR WITHOUT DELAYS. IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE LIABILITY OF NAVIGANT AND ITS SERVICE PROVIDERS AND AGENTS IS LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY LAW. 15.8 Navigant and Member acknowledge and agree that the limitations of liability in this Section are a bargained for allocation of risk and liability, and the parties agree to respect such allocation. Member acknowledges and agrees that Navigant would not enter into this Agreement without the limitations of liability specifically set forth in this SectionAgreement and the Service Level Agreement provided for in Exhibit (C), GCCIA makes no other warranty, representation or indemnity with respect to the Customer IRU fibers the GCCIA fiber or any work performed under this Agreement, including any and all warranties of design, merchantability, fitness for a particular purpose or non-infringement, any and all warranties that the service will be uninterrupted or error free, or will meet Customer’s requirements, or will prevent unauthorised access by third parties, or arising from a course of dealing, usage or trade, and Customer hereby expressly waives and disclaims all such warranties, representations and indemnities including statutory warranties, express or implied to the extent that they have been fairly disclosed to Customer. 15.9 The provisions 12.5 Customer agrees that the restrictions and risk allocation set out in this Agreement does not work unfairly on it in light of this Section shall survive termination the nature of this Agreementthe assets in question, the level at which the IRU fees have been set to reflect such risk allocation and the availability of insurance to each of the Parties.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. 15.1 Member acknowledges that Navigant’s fees and charges for the Services are very small in relation Except to the amounts of transfers initiated through the Services and, as a result, Navigant’s willingness to provide the Services is based on the limitations and allocations of liability contained in this Agreement. Unless expressly prohibited or extent otherwise restricted required by applicable law, the liability of Navigant Bank in connection with the Services will be limited to actual damages sustained by Member Customer and only to the extent such damages are a direct result of Navigant’s Bank's gross negligence, willful misconduct or bad faith. In no event shall Navigant Bank be liable for any consequential, special or indirect loss or damage that Member Customer may suffer or incur in connection with the Services, including, without limitation, attorneys’ ' fees, lost earnings or profits, loss or damage from subsequent wrongful dishonor resulting from Navigant’s Bank's acts, or for any indemnification claim, whether contractual, equitable or other, regardless of whether the likelihood of such claim, loss or damage was known by Navigant Bank and regardless of the basis, theory or nature of the action on which a claim is asserted. Unless expressly prohibited Except to the extent otherwise required by or otherwise restricted by applicable law, and without limiting the foregoing, Navigant’s Bank's aggregate liability to Member Customer for all losses, damages, and expenses incurred in connection with any single claim shall not exceed an amount equal to the monthly billing to Member Customer for Services over the six (6) month-period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. Notwithstanding any of the foregoing, for transactions which are subject to Article 4A of the UCC, Navigant Bank shall be liable for such damages as may be expressly required or provided under Article 4A or the Fedwire Regulations, as applicable, except as otherwise agreed in this Agreement. This Agreement is only between Navigant Bank and MemberCustomer, and Navigant Bank shall have no liability hereunder to any third party. 15.2 Notwithstanding the foregoing, but subject to Customer's compliance with the requirements of Section 11, if Member Customer incurs a loss pursuant to a transaction which Member that Customer has properly processed through the Services in accordance with the Internet "help" instructions or other instructions provided to MemberServices, due to Navigant’s Bank's gross negligence or willful misconduct in the handling of such transaction, Navigant Bank will be responsible for returning any improperly transferred funds, with interest at the rate paid by Navigant Bank at such time on statement savings accounts, from the date of such error to, but not including, the date such funds are returned to the applicable Account from which the funds were withdrawn and for directing to the proper recipient any payments or transfers that were previously misdirected or not completed. RECREDITING RE-CREDITING OF MEMBERCUSTOMER'S ACCOUNT AND REDIRECTING RE-DIRECTING OF PAYMENTS AND TRANSFERS, AND INTEREST ONLY AS PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, SHALL CONSTITUTE NAVIGANT’S BANK'S ENTIRE LIABILITY FOR INCOMPLETE OR INCORRECT PAYMENTS OR TRANSFERS, AND MEMBER CUSTOMER AGREES THAT IT SHALL NOT BE ENTITLED TO ANY OTHER RECOVERY OR RELIEF. At Navigant’s Bank's option, payment of such interest may be made by crediting a Deposit an Account of Member Customer with NavigantBank. 15.3 Except as otherwise expressly prohibited or limited to the extent required by law, or as otherwise expressly provided in this Agreement, Navigant Bank shall not be liable for any loss, damage or injury caused by any act or omission of any third party; for any charges imposed by any third party; or for any loss, damage or injury caused by any failure of the hardware or software utilized by a third party to provide Services to MemberCustomer. 15.4 Navigant Bank shall not be liable or responsible for damages incurred as a result of data supplied by Member Customer that is inaccurate, incomplete, not current or lost in transmission. It is understood that Navigant Bank assumes no liability or responsibility for the inaccuracy, incompleteness or incorrectness of data as a result of such data having been supplied to Member Customer through data transmission. 15.5 Navigant Bank is not liable for failing to act sooner than required by any Appendix or applicable law. Navigant Bank also has no liability for failing to take action if Navigant Bank had discretion not to act. 15.6 Navigant Bank shall not be responsible for MemberCustomer's acts or omissions (including, without limitation, the amount, accuracy, timeliness of transmittal or due authorization of any entry, funds transfer order or other instruction received from MemberCustomer) or the acts or omissions of any other person, including, without limitation, any Automated Clearing House processor, any Federal Reserve Bank, any financial institution or bank, any transmission or communication facility, any receiver or receiving depository financial institution, including, without limitation, the return of an entry or rejection of a funds transfer order by such receiver or receiving depository financial institutions, and no such person shall be deemed Navigant’s Bank's agent. Navigant Bank shall be excused from failing to transmit or delay in transmitting an entry or funds transfer order if such transmittal would result in Navigant’s Bank's having exceeded any limitation upon its intra-day intra_day net funds position established pursuant to Federal Reserve guidelines or otherwise violating any provision of any risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority. In no event shall Navigant Bank be liable for any damages resulting from Navigant’s Bank's action or inaction which is consistent with regulations issued by the Board of Governors of the Federal Reserve System, operating circulars issued by a Federal Reserve Navigant Bank or general banking customs and usage. To the extent required by applicable laws, Navigant Bank will compensate Member Customer for loss of interest on funds as a direct result of Navigant’s Bank's failure to comply with such laws in executing electronic transfers of funds, if such failure was within Navigant’s Bank's control. 15.7 EXCEPT AS OTHERWISE PROVIDED SET FORTH IN THIS AGREEMENT, MEMBER CUSTOMER EXPRESSLY AGREES THAT USE OF THE SERVICES IS AT MEMBER’S CUSTOMER'S SOLE RISK, AND THE SERVICES ARE PROVIDED “"AS IS.” NAVIGANT " BANK AND ITS SERVICE PROVIDERS AND AGENTS DO NOT MAKE AND EXPRESSLY DISCLAIM ANY WARRANTIES, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, WITHOUT BREACHES OF SECURITY OR WITHOUT DELAYS. IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE LIABILITY OF NAVIGANT BANK AND ITS SERVICE PROVIDERS AND AGENTS IS LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY LAW. 15.8 Navigant Bank and Member Customer acknowledge and agree that the limitations of liability in this Section 15 are a bargained for allocation of risk and liability, and the parties agree to respect such allocationallocation of risk and liability. Member Customer acknowledges and agrees that Navigant Bank would not enter into this Agreement without the limitations of liability set forth in this Section. 15.9 The provisions of this Section 15 shall survive termination of this Agreement.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. 15.1 Member acknowledges that Navigant’s fees and charges for the Services are very small in relation Except to the amounts of transfers initiated through the Services and, as a result, Navigant’s willingness to provide the Services is based on the limitations and allocations of liability contained in this Agreement. Unless expressly prohibited or otherwise restricted extent required by applicable law, the liability of Navigant Bank’s duties and liabilities will be limited to those set forth herein. The Bank will perform its duties hereunder in connection accordance with reasonable commercial standards applicable to the Services will provided hereunder. The Bank’s liability shall be limited to actual damages sustained by Member Client and only to the extent such damages are a direct result of Navigantthe Bank’s gross negligence, negligence and willful misconduct or bad faithmisconduct. In no event shall Navigant be liable for any consequential, special or indirect loss or damage that Member may suffer or incur in connection with the Services, including, without limitation, attorneys’ fees, lost earnings or profits, loss or damage from subsequent wrongful dishonor resulting from Navigant’s acts, or for any indemnification claim, whether contractual, equitable or other, regardless of whether the likelihood of such claim, loss or damage was known by Navigant and regardless The liability of the basis, theory or nature of the action on which a claim is asserted. Unless expressly prohibited by or otherwise restricted by applicable law, and without limiting the foregoing, Navigant’s aggregate liability to Member for Bank in all losses, damages, and expenses incurred in connection with any single claim these instances shall not exceed an amount equal to the monthly billing to Member for Services over the six (6) month-period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. Notwithstanding any recovery of the foregoing, for transactions which are subject to Article 4A of the UCC, Navigant shall be liable for such damages as may be expressly required under Article 4A or the Fedwire Regulations, as applicable. This Agreement is only between Navigant and Member, and Navigant shall have no liability hereunder to any third party. 15.2 Notwithstanding the foregoing, if Member incurs a loss pursuant to a transaction which Member has properly funds erroneously processed through the Services in accordance with the Internet "help" instructions or other instructions provided to Member, due to Navigant’s gross negligence or willful misconduct in the handling of such transaction, Navigant will be responsible for returning any improperly transferred funds, with interest at the rate paid by Navigant at such time on statement savings accounts, from the date of such error to, but not including, the date such funds are returned to the applicable Account from which the funds were withdrawn and for directing to the proper recipient any payments or transfers that were previously misdirected or not completedprocessed. RECREDITING OF MEMBER'S ACCOUNT AND REDIRECTING OF PAYMENTS AND TRANSFERS, AND INTEREST ONLY AS PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, SHALL CONSTITUTE NAVIGANT’S ENTIRE LIABILITY FOR INCOMPLETE OR INCORRECT PAYMENTS OR TRANSFERS, AND MEMBER AGREES THAT IT SHALL NOT BE ENTITLED TO ANY OTHER RECOVERY OR RELIEF. At Navigant’s option, payment of such interest may be made by crediting a Deposit Account of Member with Navigant. 15.3 Except as otherwise expressly prohibited or limited by law, or as otherwise expressly provided in this Agreement, Navigant The Bank shall not be liable for any loss, damage or injury damages caused by any act or omission of any third party; for any charges imposed by any third party; or for any loss, damage or injury caused by any failure of the hardware or software utilized by a third party to provide Services to Member. 15.4 Navigant shall not be liable or responsible for damages incurred as a result of data supplied by Member that is inaccurate, incomplete, not current or lost in transmission. It is understood that Navigant assumes no liability or responsibility for the inaccuracy, incompleteness or incorrectness of data as a result of such data having been supplied to Member through data transmission. 15.5 Navigant is not liable for failing to act sooner than required by any Appendix or applicable law. Navigant also has no liability for failing to take action if Navigant had discretion not to act. 15.6 Navigant shall not be responsible for Member's acts or omissions (including, without limitation, the amount, accuracy, timeliness of transmittal or due authorization of any entry, funds transfer order or other instruction received from Member) or the acts or omissions of any other person, including, without limitation, any Automated Clearing House processor, any Federal Reserve Bank, any financial institution or bank, any transmission or communication facility, any receiver or receiving depository financial institution, including, without limitation, the return of an entry or rejection of a funds transfer order by such receiver or receiving depository financial institutions, and no such person shall be deemed Navigant’s agent. Navigant shall be excused from failing to transmit or delay in transmitting an entry or funds transfer order if such transmittal would result in Navigant’s having exceeded any limitation upon its intra-day net funds position established pursuant to Federal Reserve guidelines or otherwise violating any provision of any risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority. In no event shall Navigant the Bank be liable for special, incidental, punitive or consequential loss or damage of any damages resulting from Navigant’s action kind including, but not limited to, lost profits (whether or inaction which is consistent with regulations issued by not the Board of Governors Bank has been advised of the Federal Reserve Systempossibility of such loss or damage). Bank shall have no liability hereunder to any third party. The Bank shall be relieved of liability where the Bank performs any Service in accordance with any Service Instruction(s) or Service Schedule(s) and actions taken pursuant to such Service Instructions or Service Schedules are the source of liability, operating circulars issued by a Federal Reserve Navigant and the Bank may rely on the accuracy of any information set forth in the Service Instruction(s) or general banking customs Service Schedule(s). Except for Bank’s agreement to perform its duties hereunder in accordance with reasonable commercial standards applicable to the Services, Bank does not make any warranties, expressed or implied, with respect to the Service(s), Client’s direct access thereto, or the software, components, systems, specifications, programs, documentation, manuals and usageaccessories used in conjunction therewith. To the extent required by applicable lawsExcept as otherwise set forth in this Section 8 or Section 24 hereof, Navigant will compensate Member for loss of interest on funds as a direct result of Navigant’s failure to comply with such laws in executing electronic transfers of funds, if such failure was within Navigant’s control. 15.7 EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, MEMBER BANK HEREBY EXPRESSLY AGREES THAT USE OF THE SERVICES IS AT MEMBER’S SOLE RISK, AND THE SERVICES ARE PROVIDED “AS IS.” NAVIGANT AND ITS SERVICE PROVIDERS AND AGENTS DO NOT MAKE AND EXPRESSLY DISCLAIM ANY DISCLAIMS ALL WARRANTIES, EITHER EXPRESSED EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICESINCLUDING, INCLUDING WITHOUT LIMITATION BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES WARRANTY OF MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, WITHOUT BREACHES OF SECURITY OR WITHOUT DELAYS. IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE LIABILITY OF NAVIGANT AND ITS SERVICE PROVIDERS AND AGENTS IS LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY LAW. 15.8 Navigant and Member acknowledge and agree that the limitations of liability in this Section are a bargained for allocation of risk and liability, and the parties agree to respect such allocation. Member acknowledges and agrees that Navigant would not enter into this Agreement without the limitations of liability set forth in this Section. 15.9 The provisions of this Section shall survive termination of this Agreement.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. 15.1 Member acknowledges that Navigant’s fees and charges for the Services are very small in relation Except to the amounts of transfers initiated through the Services and, as a result, Navigant’s willingness to provide the Services is based on the limitations and allocations of liability contained in this Agreement. Unless expressly prohibited or otherwise restricted extent required by applicable law, the liability of Navigant Bank in connection with the Services will be limited to actual damages sustained by Member Customer and only to the extent such damages are a direct result of NavigantBank’s gross negligence, willful misconduct misconduct, or bad faith. In no event shall Navigant Bank be liable for any consequential, special special, or indirect loss or damage that Member Customer may suffer or incur in connection with the Services, including, without limitation, attorneys’ fees, lost earnings or profits, profits and loss or damage from subsequent wrongful dishonor resulting from NavigantBank’s acts, or for any indemnification claim, whether contractual, equitable or other, regardless of whether the likelihood of such claim, loss or damage was known by Navigant Bank and regardless of the basis, theory or nature of the action on which a claim is asserted. Unless expressly prohibited Except to the extent otherwise provided by or otherwise restricted by applicable law, and without limiting the foregoing, NavigantBank’s aggregate liability to Member Customer for all losses, damages, and expenses incurred in connection with any single claim shall not exceed an amount equal to the monthly billing paid by, charged to Member or otherwise assessed against Customer for Services over the six three (63) month-month- period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. Notwithstanding any occurred or such fewer number of the foregoing, for transactions which are subject to Article 4A of the UCC, Navigant shall be liable for such damages preceding months as may be expressly required under Article 4A or the Fedwire Regulations, as applicablethis Agreement has been in effect. This Agreement is only between Navigant Bank and MemberCustomer, and Navigant Bank shall have no liability hereunder to any third party. 15.2 Notwithstanding the foregoing, if Member incurs a loss pursuant to a transaction which Member has properly processed through the Services in accordance with the Internet "help" instructions or other instructions provided to Member, due to Navigant’s gross negligence or willful misconduct in the handling of such transaction, Navigant will be responsible for returning any improperly transferred funds, with interest at the rate paid by Navigant at such time on statement savings accounts, from the date of such error to, but not including, the date such funds are returned to the applicable Account from which the funds were withdrawn and for directing to the proper recipient any payments or transfers that were previously misdirected or not completed. RECREDITING OF MEMBER'S ACCOUNT AND REDIRECTING OF PAYMENTS AND TRANSFERS, AND INTEREST ONLY AS PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, SHALL CONSTITUTE NAVIGANT’S ENTIRE LIABILITY FOR INCOMPLETE OR INCORRECT PAYMENTS OR TRANSFERS, AND MEMBER AGREES THAT IT SHALL NOT BE ENTITLED TO ANY OTHER RECOVERY OR RELIEF. At Navigant’s option, payment of such interest may be made by crediting a Deposit Account of Member with Navigant. 15.3 Except as otherwise expressly prohibited or limited by law, or as otherwise expressly provided in Section 8 of this Agreement, Navigant Bank shall not be liable for any loss, damage or injury caused by any act or omission of any third party; for any charges imposed by any third party; or for any loss, damage or injury caused by any failure of the hardware or software utilized by a third party to provide Services to MemberCustomer. 15.4 Navigant 15.3 Bank shall not be liable or responsible for damages incurred as a result of data supplied by Member Customer that is inaccurate, incomplete, not current current, or lost in transmission. It is understood that Navigant Bank assumes no liability or responsibility for the inaccuracy, incompleteness or incorrectness of data as a result of such data having been supplied to Member Customer through data transmission. 15.5 Navigant 15.4 Bank is not liable for failing to act sooner than required by any Appendix or applicable law. Navigant Bank also has no liability for failing to take action if Navigant Bank had discretion not to act. 15.6 Navigant 15.5 Bank shall not be responsible for MemberCustomer's acts or omissions (including, without limitation, the amount, accuracy, timeliness of transmittal or due authorization of any entry, funds transfer order order, or other instruction received from MemberCustomer) or the acts or omissions of any other person, including, without limitation, any Automated Clearing House processor, any Federal Reserve Bank, any financial institution or bank, any transmission or communication facility, any receiver or receiving depository financial institution, including, without limitation, the return of an entry or rejection of a funds transfer order by such receiver or receiving depository financial institutions, and no such person shall be deemed Navigant’s Bank's agent. Navigant Bank shall be excused from failing to transmit or delay in transmitting an entry or funds transfer order if such transmittal would result in Navigant’s Bank's having exceeded any limitation upon its intra-day net funds position established pursuant to Federal Reserve guidelines or otherwise violating any provision of any risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority. In no event shall Navigant Bank be liable for any damages resulting from NavigantBank’s action or inaction which is consistent with regulations issued by the Board of Governors of the Federal Reserve System, operating circulars issued by a Federal Reserve Navigant Bank or general banking customs and usage. To the extent required by applicable laws, Navigant Bank will compensate Member Customer for loss of interest on funds as a direct result of NavigantBank’s failure to comply with such laws in executing electronic transfers of funds, if such failure was within NavigantBank’s control. Bank shall not be liable for Customer’s attorney’s fees in connection with any such claim. 15.7 EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, MEMBER 15.6 CUSTOMER EXPRESSLY AGREES THAT USE OF THE SERVICES IS AT MEMBERCUSTOMER’S SOLE RISK, AND THE SERVICES ARE SERVICE IS PROVIDED “AS IS.,” NAVIGANT AND BANK AND ITS SERVICE PROVIDERS AND AGENTS DO NOT MAKE MAKE, AND EXPRESSLY DISCLAIM ANY ANY, WARRANTIES, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE TITLE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS RIGHTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, WITHOUT BREACHES OF SECURITY OR WITHOUT DELAYS. IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE LIABILITY OF NAVIGANT BANK AND ITS SERVICE PROVIDERS AND AGENTS IS LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY LAW. 15.8 Navigant and Member acknowledge and agree that the limitations of liability in this Section are a bargained for allocation of risk and liability, and the parties agree to respect such allocation. Member acknowledges and agrees that Navigant would not enter into this Agreement without the limitations of liability set forth in this Section. 15.9 15.7 The provisions of this Section 15 shall survive termination of this Agreement.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. 15.1 Member acknowledges that Navigant’s fees and charges for the Services are very small in relation Except to the amounts of transfers initiated through the Services and, as a result, Navigant’s willingness to provide the Services is based on the limitations and allocations of liability contained in this Agreement. Unless expressly prohibited or extent otherwise restricted required by applicable law, the liability of Navigant Bank in connection with the Business Online Banking Services will be limited to actual damages sustained by Member Customer and only to the extent such damages are a direct result of NavigantBank’s gross negligence, willful misconduct or bad faith. In no event shall Navigant Bank be liable for any consequential, special or indirect loss or damage that Member Customer may suffer or incur in connection with the Business Online Banking Services, including, without limitation, attorneys’ fees, lost earnings or profits, loss or damage from subsequent wrongful dishonor resulting from NavigantBank’s acts, or for any indemnification claim, whether contractual, equitable or other, regardless of whether the likelihood of such claim, loss or damage was known by Navigant Bank and regardless of the basis, theory or nature of the action on which a claim is asserted. Unless expressly prohibited Except to the extent otherwise provided by or otherwise restricted by applicable law, and without limiting the foregoing, NavigantBank’s aggregate liability to Member Customer for all losses, damages, and expenses incurred in connection with any single claim shall not exceed an amount equal to the monthly billing to Member Customer for Business Online Banking Services over the six (6) month-period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. Notwithstanding any of the foregoing, for transactions which that are subject to Article 4A of the UCC, Navigant Bank shall be liable for such damages as may be expressly required or provided under Article 4A or the Fedwire Regulations, as applicable, except as otherwise agreed in this Agreement. This Agreement is only between Navigant Bank and MemberCustomer, and Navigant Bank shall have no liability hereunder to any third party. 15.2 Notwithstanding the foregoing, but subject to Customer’s compliance with the requirements of Section 11, if Member Customer incurs a loss pursuant to a transaction which Member that Customer has properly processed through the Services in accordance with the Internet "help" instructions or other instructions provided to MemberBusiness Online Banking Services, due to NavigantBank’s gross negligence or willful misconduct in the handling of such transaction, Navigant Bank will be responsible for returning any improperly transferred funds, with interest at the rate paid by Navigant Bank at such time on statement savings accounts, from the date of such error to, but not including, the date such funds are returned to the applicable Account from which the funds were withdrawn and for directing to the proper recipient any payments or transfers that were previously misdirected or not completed. RECREDITING RE-CREDITING OF MEMBERCUSTOMER'S ACCOUNT AND REDIRECTING RE- DIRECTING OF PAYMENTS AND TRANSFERS, AND INTEREST ONLY AS PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, SHALL CONSTITUTE NAVIGANT’S BANK'S ENTIRE LIABILITY FOR INCOMPLETE OR INCORRECT PAYMENTS OR TRANSFERS, AND MEMBER CUSTOMER AGREES THAT IT SHALL NOT BE ENTITLED TO ANY OTHER RECOVERY OR RELIEF. At Navigant’s option, payment of such interest may be made by crediting a Deposit Account of Member with Navigant.RECOVERY 15.3 Except as otherwise expressly prohibited or limited to the extent required by law, or as otherwise expressly provided in this Agreement, Navigant Bank shall not be liable for any loss, damage or injury caused by any act or omission of any third party; for any charges imposed by any third party; or for any loss, damage or injury caused by any failure of the hardware or software utilized by a third party to provide Business Online Banking Services to MemberCustomer. 15.4 Navigant Bank shall not be liable or responsible for damages incurred as a result of data supplied by Member Customer that is inaccurate, incomplete, not current or lost in transmission. It is understood that Navigant Bank assumes no liability or responsibility for the inaccuracy, incompleteness or incorrectness of data as a result of such data having been supplied to Member Customer through data transmission. 15.5 Navigant Bank is not liable for failing to act sooner than required by any Appendix this Agreement or applicable law. Navigant Bank also has no liability for failing to take action if Navigant Bank had discretion not to act. 15.6 Navigant Bank shall not be responsible for MemberCustomer's acts or omissions (including, without limitation, the amount, accuracy, timeliness of transmittal or due authorization of any entry, funds transfer order or other instruction received from MemberCustomer) or the acts or omissions of any other person, including, without limitation, any Automated Clearing House processor, any Federal Reserve Bank, any financial institution or bank, any transmission or communication facility, any receiver or receiving depository financial institution, including, without limitation, the return of an entry or rejection of a funds transfer order by such receiver or receiving depository financial institutions, and no such person shall be deemed Navigant’s Bank's agent. Navigant Bank shall be excused from failing to transmit or delay in transmitting an entry or funds transfer order if such transmittal would result in Navigant’s Bank's having exceeded any limitation upon its intra-day net funds position established pursuant to Federal Reserve guidelines or otherwise violating any provision of any risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority. In no event shall Navigant Bank be liable for any damages resulting from NavigantBank’s action or inaction which is consistent with regulations issued by the Board of Governors of the Federal Reserve System, operating circulars issued by a Federal Reserve Navigant Bank or general banking customs and usage. To the extent required by applicable laws, Navigant Bank will compensate Member Customer for loss of interest on funds as a direct result of NavigantBank’s failure to comply with such laws in executing electronic transfers of funds, if such failure was within NavigantBank’s control. 15.7 EXCEPT AS OTHERWISE PROVIDED SET FORTH IN THIS AGREEMENT, MEMBER CUSTOMER EXPRESSLY AGREES THAT USE OF THE BUSINESS ONLINE BANKING SERVICES IS AT MEMBERCUSTOMER’S SOLE RISK, AND THE BUSINESS ONLINE BANKING SERVICES ARE PROVIDED “AS IS.” NAVIGANT BANK AND ITS SERVICE PROVIDERS AND AGENTS DO NOT MAKE AND EXPRESSLY DISCLAIM ANY WARRANTIES, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE BUSINESS ONLINE BANKING SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR THAT THE BUSINESS ONLINE BANKING SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, WITHOUT BREACHES OF SECURITY OR WITHOUT DELAYS. IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE LIABILITY OF NAVIGANT BANK AND ITS SERVICE PROVIDERS AND AGENTS IS LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY LAW. 15.8 Navigant Bank and Member Customer acknowledge and agree that the limitations of liability in this Section 15 are a bargained bargained-for allocation of risk and liability, and the parties agree to respect such allocationallocation of risk and liability. Member Customer acknowledges and agrees that Navigant Bank would not enter into this Agreement without the limitations of liability set forth in this Section. 15.9 The provisions of this Section 15 shall survive termination of this Agreement.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. 15.1 Member acknowledges that Navigant’s fees and charges for the Services are very small in relation Except to the amounts of transfers initiated through the Services and, as a result, Navigant’s willingness to provide the Services is based on the limitations and allocations of liability contained in this Agreement. Unless expressly prohibited or extent otherwise restricted required by applicable law, the liability of Navigant Bank in connection with the Business Online Banking Services will be limited to actual damages sustained by Member Customer and only to the extent such damages are a direct result of NavigantBank’s gross negligence, willful misconduct or bad faith. In no event shall Navigant Bank be liable for any consequential, special or indirect loss or damage that Member Customer may suffer or incur in connection with the Business Online Banking Services, including, without limitation, attorneys’ fees, lost earnings or profits, loss or damage from subsequent wrongful dishonor resulting from NavigantBank’s acts, or for any indemnification claim, whether contractual, equitable or other, regardless of whether the likelihood of such claim, loss or damage was known by Navigant Bank and regardless of the basis, theory or nature of the action on which a claim is asserted. Unless expressly prohibited Except to the extent otherwise provided by or otherwise restricted by applicable law, and without limiting the foregoing, NavigantBank’s aggregate liability to Member Customer for all losses, damages, and expenses incurred in connection with any single claim shall not exceed an amount equal to the monthly billing to Member Customer for Business Online Banking Services over the six (6) month-period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. Notwithstanding any of the foregoing, for transactions which that are subject to Article 4A of the UCC, Navigant Bank shall be liable for such damages as may be expressly required or provided under Article 4A or the Fedwire Regulations, as applicable, except as otherwise agreed in this Agreement. This Agreement is only between Navigant Bank and MemberCustomer, and Navigant Bank shall have no liability hereunder to any third party. 15.2 Notwithstanding the foregoing, but subject to Customer’s compliance with the requirements of Section 11, if Member Customer incurs a loss pursuant to a transaction which Member that Customer has properly processed through the Services in accordance with the Internet "help" instructions or other instructions provided to MemberBusiness Online Banking Services, due to NavigantBank’s gross negligence or willful misconduct in the handling of such transaction, Navigant Bank will be responsible for returning any improperly transferred funds, with interest at the rate paid by Navigant Bank at such time on statement savings accounts, from the date of such error to, but not including, the date such funds are returned to the applicable Account from which the funds were withdrawn and for directing to the proper recipient any payments or transfers that were previously misdirected or not completed. RECREDITING RE-CREDITING OF MEMBERCUSTOMER'S ACCOUNT AND REDIRECTING RE-DIRECTING OF PAYMENTS AND TRANSFERS, AND INTEREST ONLY AS PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, SHALL CONSTITUTE NAVIGANT’S BANK'S ENTIRE LIABILITY FOR INCOMPLETE OR INCORRECT PAYMENTS OR TRANSFERS, AND MEMBER CUSTOMER AGREES THAT IT SHALL NOT BE ENTITLED TO ANY OTHER RECOVERY OR RELIEF. At NavigantBank’s option, payment of such interest may be made by crediting a Deposit an Account of Member Customer with NavigantBank. 15.3 Except as otherwise expressly prohibited or limited to the extent required by law, or as otherwise expressly provided in this Agreement, Navigant Bank shall not be liable for any loss, damage or injury caused by any act or omission of any third party; for any charges imposed by any third party; or for any loss, damage or injury caused by any failure of the hardware or software utilized by a third party to provide Business Online Banking Services to MemberCustomer. 15.4 Navigant Bank shall not be liable or responsible for damages incurred as a result of data supplied by Member Customer that is inaccurate, incomplete, not current or lost in transmission. It is understood that Navigant Bank assumes no liability or responsibility for the inaccuracy, incompleteness or incorrectness of data as a result of such data having been supplied to Member Customer through data transmission. 15.5 Navigant Bank is not liable for failing to act sooner than required by any Appendix this Agreement or applicable law. Navigant Bank also has no liability for failing to take action if Navigant Bank had discretion not to act. 15.6 Navigant Bank shall not be responsible for MemberCustomer's acts or omissions (including, without limitation, the amount, accuracy, timeliness of transmittal or due authorization of any entry, funds transfer order or other instruction received from MemberCustomer) or the acts or omissions of any other person, including, without limitation, any Automated Clearing House processor, any Federal Reserve Bank, any financial institution or bank, any transmission or communication facility, any receiver or receiving depository financial institution, including, without limitation, the return of an entry or rejection of a funds transfer order by such receiver or receiving depository financial institutions, and no such person shall be deemed Navigant’s Bank's agent. Navigant Bank shall be excused from failing to transmit or delay in transmitting an entry or funds transfer order if such transmittal would result in Navigant’s Bank's having exceeded any limitation upon its intra-day net funds position established pursuant to Federal Reserve guidelines or otherwise violating any provision of any risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority. In no event shall Navigant Bank be liable for any damages resulting from NavigantBank’s action or inaction which is consistent with regulations issued by the Board of Governors of the Federal Reserve System, operating circulars issued by a Federal Reserve Navigant Bank or general banking customs and usage. To the extent required by applicable laws, Navigant Bank will compensate Member Customer for loss of interest on funds as a direct result of NavigantBank’s failure to comply with such laws in executing electronic transfers of funds, if such failure was within NavigantBank’s control. 15.7 EXCEPT AS OTHERWISE PROVIDED SET FORTH IN THIS AGREEMENT, MEMBER CUSTOMER EXPRESSLY AGREES THAT USE OF THE BUSINESS ONLINE BANKING SERVICES IS AT MEMBERCUSTOMER’S SOLE RISK, AND THE BUSINESS ONLINE BANKING SERVICES ARE PROVIDED “AS IS.” NAVIGANT BANK AND ITS SERVICE PROVIDERS AND AGENTS DO NOT MAKE AND EXPRESSLY DISCLAIM ANY WARRANTIES, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE BUSINESS ONLINE BANKING SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR THAT THE BUSINESS ONLINE BANKING SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, WITHOUT BREACHES OF SECURITY OR WITHOUT DELAYS. IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE LIABILITY OF NAVIGANT BANK AND ITS SERVICE PROVIDERS AND AGENTS IS LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY LAW. 15.8 Navigant Bank and Member Customer acknowledge and agree that the limitations of liability in this Section 15 are a bargained bargained-for allocation of risk and liability, and the parties agree to respect such allocationallocation of risk and liability. Member Customer acknowledges and agrees that Navigant Bank would not enter into this Agreement without the limitations of liability set forth in this Section. 15.9 The provisions of this Section 15 shall survive termination of this Agreement.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. 15.1 Member acknowledges that Navigant’s fees and charges (a) To the maximum extent permitted by applicable Law, in no event shall Sellers or any of their Subsidiaries have any Liability under any provision of this Agreement, including any Liability for consequential or other indirect damages, including for any loss of profits, revenue, business reputation or opportunity, any diminution of value, or any damages (each of which is hereby disclaimed) arising from or related to the Covered Employees, Buyer Directives, the Services provided hereunder or otherwise under this Agreement, and Buyer shall indemnify, defend and hold harmless Sellers and their Subsidiaries from any and all Liabilities that arise from or are very small in relation related to the amounts of transfers initiated through Covered Employees, Buyer Directives, the Services and, as a result, Navigant’s willingness or to provide the Services is based on the limitations and allocations any actions or omissions of liability contained in this Agreement. Unless expressly prohibited or otherwise restricted by applicable law, the liability of Navigant Buyer in connection with the Services will be limited to actual damages sustained provided hereunder (including any action or omission by Member Seller or its Subsidiaries at the direction of Buyer in accordance with this Agreement) or otherwise under this Agreement, except for and only to the extent such of any damages are a direct result of Navigant’s gross negligenceto Buyer caused by the fraud, willful misconduct or bad faith. In no event shall Navigant be liable for any consequential, special or indirect loss or damage that Member may suffer or incur in connection with the Services, including, without limitation, attorneys’ fees, lost earnings or profits, loss or damage from subsequent wrongful dishonor resulting from Navigant’s acts, or for any indemnification claim, whether contractual, equitable or other, regardless of whether the likelihood of such claim, loss or damage was known by Navigant and regardless of the basis, theory or nature of the action on which a claim is asserted. Unless expressly prohibited by or otherwise restricted by applicable law, and without limiting the foregoing, Navigant’s aggregate liability to Member for all losses, damages, and expenses incurred in connection with any single claim shall not exceed an amount equal to the monthly billing to Member for Services over the six (6) month-period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. Notwithstanding any of the foregoing, for transactions which are subject to Article 4A of the UCC, Navigant shall be liable for such damages as may be expressly required under Article 4A or the Fedwire Regulations, as applicable. This Agreement is only between Navigant and Member, and Navigant shall have no liability hereunder to any third party. 15.2 Notwithstanding the foregoing, if Member incurs a loss pursuant to a transaction which Member has properly processed through the Services in accordance with the Internet "help" instructions or other instructions provided to Member, due to Navigant’s gross negligence or willful misconduct in the handling of such transaction, Navigant will be responsible for returning any improperly transferred funds, with interest at the rate paid by Navigant at such time on statement savings accounts, from the date or material breach of such error to, but not including, the date such funds are returned to the applicable Account from which the funds were withdrawn and for directing to the proper recipient any payments or transfers that were previously misdirected or not completed. RECREDITING OF MEMBER'S ACCOUNT AND REDIRECTING OF PAYMENTS AND TRANSFERS, AND INTEREST ONLY AS PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, SHALL CONSTITUTE NAVIGANT’S ENTIRE LIABILITY FOR INCOMPLETE OR INCORRECT PAYMENTS OR TRANSFERS, AND MEMBER AGREES THAT IT SHALL NOT BE ENTITLED TO ANY OTHER RECOVERY OR RELIEF. At Navigant’s option, payment of such interest may be made by crediting a Deposit Account of Member with Navigant. 15.3 Except as otherwise expressly prohibited or limited by law, or as otherwise expressly provided in this Agreement, Navigant in each case by Sellers or their Subsidiaries in the performance of Services under this Agreement; provided that prior to seeking any such indemnification hereunder, Sellers shall promptly after obtaining knowledge thereof, provide notice of any fact or circumstance that would constitute a breach of this Agreement to Buyer and shall provide Buyer a reasonable opportunity to cure (if capable of cure) such breach. Except as expressly set forth herein or in the Ancillary Agreements, (a) Sellers do not guarantee or warrant the Services to be liable provided hereunder, (b) the Services shall be provided on an “as is” and “with all faults” basis and (c) there are no, and Buyer is not relying on any, express or implied warranties or guarantees of any kind, including any warranty of merchantability, non-infringement or fitness for a particular purpose, and all such warranties not expressly set forth herein or in the Ancillary Agreements are expressly disclaimed. (b) Sellers shall indemnify, defend and hold harmless Buyer and its Subsidiaries from any lossand all Liabilities that arise from or are related to any material breach of this Agreement by Sellers or their Subsidiaries, damage or injury except for and to the extent of any damages caused by the fraud, gross negligence or willful misconduct of or material breach of this Agreement, in each case by Buyer or its Subsidiaries; provided that, prior to seeking any act or omission such indemnification hereunder, Buyer shall promptly after it obtains knowledge thereof, provide notice of any third party; for any charges imposed by any third party; fact or for any loss, damage or injury caused by any failure circumstance that would constitute a breach of the hardware or software utilized by this Agreement to Sellers and shall provide Sellers a third party reasonable opportunity to provide Services to Membercure (if capable of cure) such breach. 15.4 Navigant shall not be liable or responsible for damages incurred as a result of data supplied by Member that is inaccurate, incomplete, not current or lost in transmission. It is understood that Navigant assumes no liability or responsibility for the inaccuracy, incompleteness or incorrectness of data as a result of such data having been supplied to Member through data transmission. 15.5 Navigant is not liable for failing to act sooner than required by any Appendix or applicable law. Navigant also has no liability for failing to take action if Navigant had discretion not to act. 15.6 Navigant shall not be responsible for Member's acts or omissions (including, without limitation, the amount, accuracy, timeliness of transmittal or due authorization of any entry, funds transfer order or other instruction received from Memberc) or the acts or omissions of any other person, including, without limitation, any Automated Clearing House processor, any Federal Reserve Bank, any financial institution or bank, any transmission or communication facility, any receiver or receiving depository financial institution, including, without limitation, the return of an entry or rejection of a funds transfer order by such receiver or receiving depository financial institutions, and no such person shall be deemed Navigant’s agent. Navigant shall be excused from failing to transmit or delay in transmitting an entry or funds transfer order if such transmittal would result in Navigant’s having exceeded any limitation upon its intra-day net funds position established pursuant to Federal Reserve guidelines or otherwise violating any provision of any risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority. In no event shall Navigant be liable for any damages resulting from Navigant’s action or inaction which is consistent with regulations issued by the Board of Governors of the Federal Reserve System, operating circulars issued by a Federal Reserve Navigant or general banking customs and usage. To the extent required by applicable laws, Navigant will compensate Member for loss of interest on funds as a direct result of Navigant’s failure to comply with such laws in executing electronic transfers of funds, if such failure was within Navigant’s control. 15.7 EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, MEMBER EXPRESSLY AGREES THAT USE OF THE SERVICES IS AT MEMBER’S SOLE RISK, AND THE SERVICES ARE PROVIDED “AS IS.” NAVIGANT AND ITS SERVICE PROVIDERS AND AGENTS DO NOT MAKE AND EXPRESSLY DISCLAIM ANY WARRANTIES, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, WITHOUT BREACHES OF SECURITY OR WITHOUT DELAYS. IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE LIABILITY OF NAVIGANT AND ITS SERVICE PROVIDERS AND AGENTS IS LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY LAW. 15.8 Navigant and Member The Parties acknowledge and agree that the foregoing limitations of liability are an essential element of this Agreement and that in their absence the other terms of this Agreement would be materially different. For the avoidance of doubt, nothing in this Section are a bargained for allocation of risk and liability, and the parties agree 5.1 shall limit either Party’s right to respect such allocation. Member acknowledges and agrees that Navigant would not enter into this Agreement without the limitations of liability set forth in this Sectionseek specific performance under Section 5.10 hereunder or obtain other equitable relief. 15.9 The provisions of this Section shall survive termination of this Agreement.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. 15.1 Member acknowledges that Navigant’s fees and charges for the Services are very small in relation Except to the amounts of transfers initiated through the Services and, as a result, Navigant’s willingness to provide the Services is based on the limitations and allocations of liability contained in this Agreement. Unless expressly prohibited or otherwise restricted extent required by applicable law, the Bank’s duties and liabilities will be limited to those set forth herein. The Bank’s liability of Navigant in connection with the Services will shall be limited to actual damages sustained by Member Customer and only to the extent such damages are a direct result of Navigantthe Bank’s gross negligence, willful misconduct or bad faithgross negligence. In no event shall Navigant be liable for any consequential, special or indirect loss or damage that Member may suffer or incur in connection with the Services, including, without limitation, attorneys’ fees, lost earnings or profits, loss or damage from subsequent wrongful dishonor resulting from Navigant’s acts, or for any indemnification claim, whether contractual, equitable or other, regardless of whether the likelihood of such claim, loss or damage was known by Navigant and regardless The liability of the basis, theory or nature of the action on which a claim is asserted. Unless expressly prohibited by or otherwise restricted by applicable law, and without limiting the foregoing, Navigant’s aggregate liability to Member for Bank in all losses, damages, and expenses incurred in connection with any single claim these instances shall not exceed an amount equal to the monthly billing to Member for Services over the six (6) month-period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. Notwithstanding any recovery of the foregoing, for transactions which are subject to Article 4A of the UCC, Navigant shall be liable for such damages as may be expressly required under Article 4A or the Fedwire Regulations, as applicable. This Agreement is only between Navigant and Member, and Navigant shall have no liability hereunder to any third party. 15.2 Notwithstanding the foregoing, if Member incurs a loss pursuant to a transaction which Member has properly funds erroneously processed through the Services in accordance with the Internet "help" instructions or other instructions provided to Member, due to Navigant’s gross negligence or willful misconduct in the handling of such transaction, Navigant will be responsible for returning any improperly transferred funds, with interest at the rate paid by Navigant at such time on statement savings accounts, from the date of such error to, but not including, the date such funds are returned to the applicable Account from which the funds were withdrawn and for directing to the proper recipient any payments or transfers that were previously misdirected or not completedprocessed. RECREDITING OF MEMBER'S ACCOUNT AND REDIRECTING OF PAYMENTS AND TRANSFERS, AND INTEREST ONLY AS PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, SHALL CONSTITUTE NAVIGANT’S ENTIRE LIABILITY FOR INCOMPLETE OR INCORRECT PAYMENTS OR TRANSFERS, AND MEMBER AGREES THAT IT SHALL NOT BE ENTITLED TO ANY OTHER RECOVERY OR RELIEF. At Navigant’s option, payment of such interest may be made by crediting a Deposit Account of Member with Navigant. 15.3 Except as otherwise expressly prohibited or limited by law, or as otherwise expressly provided in this Agreement, Navigant The Bank shall not be liable for any loss, damage or injury damages caused by any act or omission of any third party; , whether or not such party was chosen by the Bank, or for any charges imposed by any third party; . In no event shall the Bank (or any party with whom Bank may be claimed to be jointly liable) be liable for any lossindirect, special, incidental, punitive or consequential loss or damage of any kind, including, but not limited to, lost profits (whether or injury caused by any failure not the Bank has been advised of the hardware or software utilized by a third party to provide Services to Member. 15.4 Navigant shall not be liable or responsible for damages incurred as a result of data supplied by Member that is inaccurate, incomplete, not current or lost in transmission. It is understood that Navigant assumes no liability or responsibility for the inaccuracy, incompleteness or incorrectness of data as a result possibility of such data having been supplied to Member through data transmission. 15.5 Navigant is loss or damage), and also including, but not liable for failing to act sooner than required by limited to, such losses or damage arising from subsequent dishonor or rejection of any Appendix or applicable law. Navigant also has no liability for failing to take action if Navigant had discretion not to act. 15.6 Navigant shall not be responsible for Member's acts or omissions transaction (including, without limitation, dishonor of checks or other items). The Bank shall be relieved of liability where the amountBank performs any Service in accordance with any Service Instruction(s) or Service Rider(s), accuracy, timeliness of transmittal or due authorization and the Bank may rely on the accuracy of any entry, funds transfer order or other instruction received from Memberinformation set forth in any Service Instruction(s) or Service Rider(s). Customer agrees that to the acts or omissions extent that Bank’s exercise of ordinary care may be an issue with respect to any other personclaim, including, without limitation, any Automated Clearing House processor, any Federal Reserve substantial compliance by Bank with Bank, any financial institution or bank, any transmission or communication facility, any receiver or receiving depository financial institution, including, without limitation, the return of an entry or rejection of ’s standard procedures for providing a funds transfer order by such receiver or receiving depository financial institutions, and no such person Service shall be deemed Navigant’s agentto constitute an exercise of ordinary care. Navigant shall be excused from failing to transmit or delay in transmitting an entry or funds transfer order if such transmittal would result in Navigant’s having exceeded any limitation upon its intra-day net funds position established pursuant to Federal Reserve guidelines or otherwise violating any provision of any risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority. In no event shall Navigant be liable for any damages resulting from Navigant’s action or inaction which is consistent with regulations issued by the Board of Governors of the Federal Reserve System, operating circulars issued by a Federal Reserve Navigant or general banking customs and usage. To the extent required by applicable laws, Navigant will compensate Member for loss of interest on funds as a direct result of Navigant’s failure to comply with such laws in executing electronic transfers of funds, if such failure was within Navigant’s control. 15.7 EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, MEMBER BANK HEREBY EXPRESSLY AGREES THAT USE OF THE SERVICES IS AT MEMBER’S SOLE RISK, AND THE SERVICES ARE PROVIDED “AS IS.” NAVIGANT AND ITS SERVICE PROVIDERS AND AGENTS DO NOT MAKE AND EXPRESSLY DISCLAIM ANY DISCLAIMS ALL WARRANTIES, EITHER EXPRESSED EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICESINCLUDING, INCLUDING WITHOUT LIMITATION BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES WARRANTY OF MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE IN CONNECTION WITH ANY OF THE SERVICES BANK MAY PROVIDE HEREUNDER. BANK MAKES NO REPRESENTATIONS OR WARRANTIES (EXPRESS OR IMPLIED) REGARDING THE SUITABILITY OR COMPATIBILITY OF CUSTOMER’S SOFTWARE, TITLE EQUIPMENT OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY COMMUNICATION INTERFACES WITH BANK’S SOFTWARE, EQUIPMENT OR COMMUNICATION DEVICES. NO THIRD PARTY SHALL HAVE ANY RIGHTS OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, WITHOUT BREACHES OF SECURITY OR WITHOUT DELAYS. IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE LIABILITY OF NAVIGANT AND ITS SERVICE PROVIDERS AND AGENTS IS LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY LAWCLAIMS AGAINST BANK UNDER THIS MASTER AGREEMENT. 15.8 Navigant and Member acknowledge and agree that the limitations of liability in this Section are a bargained for allocation of risk and liability, and the parties agree to respect such allocation. Member acknowledges and agrees that Navigant would not enter into this Agreement without the limitations of liability set forth in this Section. 15.9 The provisions of this Section shall survive termination of this Agreement.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES. 15.1 Member acknowledges that Navigant’s fees and charges for the Services are very small in relation Except to the amounts of transfers initiated through the Services and, as a result, Navigant’s willingness to provide the Services is based on the limitations and allocations of liability contained in this Agreement. Unless expressly prohibited or extent otherwise restricted required by applicable law, the liability of Navigant Bank in connection with the Business Services will be limited to actual damages sustained by Member Customer and only to the extent such damages are a direct result of NavigantBank’s gross negligence, willful misconduct or bad faith. In no event shall Navigant Bank be liable for any consequential, special or indirect loss or damage that Member Customer may suffer or incur in connection with the Business Services, including, without limitation, attorneys’ fees, lost earnings or profits, loss or damage from subsequent wrongful dishonor resulting from NavigantBank’s acts, or for any indemnification claim, whether contractual, equitable or other, regardless of whether the likelihood of such claim, loss or damage was known by Navigant Bank and regardless of the basis, theory or nature of the action on which a claim is asserted. Unless expressly prohibited Except to the extent otherwise required by or otherwise restricted by applicable law, and without limiting the foregoing, NavigantBank’s aggregate liability to Member Customer for all losses, damages, and expenses incurred in connection with any single claim shall not exceed an amount equal to the monthly billing to Member Customer for Business Services over the six (6) month-period immediately preceding the date on which the damage or injury giving rise to such claim is alleged to have occurred. Notwithstanding any of the foregoing, for transactions which are subject to Article 4A of the UCC, Navigant Bank shall be liable for such damages as may be expressly required or provided under Article 4A or the Fedwire Regulations, as applicable, except as otherwise agreed in this Agreement. This Agreement is only between Navigant Bank and MemberCustomer, and Navigant Bank shall have no liability hereunder to any third party. 15.2 Notwithstanding the foregoing, but subject to Customer’s compliance with the requirements of Section 11, if Member Customer incurs a loss pursuant to a transaction which Member that Customer has properly processed through the Services in accordance with the Internet "help" instructions or other instructions provided to MemberBusiness Services, due to NavigantBank’s gross negligence or willful misconduct in the handling of such transaction, Navigant Bank will be responsible for returning any improperly transferred funds, with interest at the rate paid by Navigant Bank at such time on statement savings accounts, from the date of such error to, but not including, the date such funds are returned to the applicable Account from which the funds were withdrawn and for directing to the proper recipient any payments or transfers that were previously misdirected or not completed. RECREDITING RE-CREDITING OF MEMBERCUSTOMER'S ACCOUNT AND REDIRECTING RE-DIRECTING OF PAYMENTS AND TRANSFERS, AND INTEREST ONLY AS PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE, SHALL CONSTITUTE NAVIGANT’S BANK'S ENTIRE LIABILITY FOR INCOMPLETE OR INCORRECT PAYMENTS OR TRANSFERS, AND MEMBER CUSTOMER AGREES THAT IT SHALL NOT BE ENTITLED TO ANY OTHER RECOVERY OR RELIEF. At NavigantBank’s option, payment of such interest may be made by crediting a Deposit Account of Member Customer’s Account(s) with NavigantBank. 15.3 Except as otherwise expressly prohibited or limited to the extent required by law, or as otherwise expressly provided in this Agreement, Navigant Bank shall not be liable for any loss, damage or injury caused by any act or omission of any third party; for any charges imposed by any third party; or for any loss, damage or injury caused by any failure of the hardware or software utilized by a third party to provide Business Services to MemberCustomer. 15.4 Navigant Bank shall not be liable or responsible for damages incurred as a result of data supplied by Member Customer that is inaccurate, incomplete, not current or lost in transmission. It is understood that Navigant Bank assumes no liability or responsibility for the inaccuracy, incompleteness or incorrectness of data as a result of such data having been supplied to Member Customer through data transmission. 15.5 Navigant Bank is not liable for failing to act sooner than required by any Appendix or applicable law. Navigant Bank also has no liability for failing to take action if Navigant Bank had discretion not to act. 15.6 Navigant Bank shall not be responsible for MemberCustomer's acts or omissions (including, without limitation, the amount, accuracy, timeliness of transmittal or due authorization of any entry, funds transfer order or other instruction received from MemberCustomer) or the acts or omissions of any other person, including, without limitation, any Automated Clearing House processor, any Federal Reserve Bank, any financial institution or bank, any transmission or communication facility, any receiver or receiving depository financial institution, including, without limitation, the return of an entry or rejection of a funds transfer order by such receiver or receiving depository financial institutions, and no such person shall be deemed Navigant’s Bank's agent. Navigant Bank shall be excused from failing to transmit or delay in transmitting an entry or funds transfer order if such transmittal would result in Navigant’s Bank's having exceeded any limitation upon its intra-day net funds position established pursuant to Federal Reserve guidelines or otherwise violating any provision of any risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority. In no event shall Navigant Bank be liable for any damages resulting from NavigantBank’s action or inaction which is consistent with regulations issued by the Board of Governors of the Federal Reserve System, operating circulars issued by a Federal Reserve Navigant Bank or general banking customs and usage. To the extent required by applicable laws, Navigant Bank will compensate Member Customer for loss of interest on funds as a direct result of NavigantBank’s failure to comply with such laws in executing electronic transfers of funds, if such failure was within NavigantBank’s control. 15.7 EXCEPT AS OTHERWISE PROVIDED SET FORTH IN THIS AGREEMENT, MEMBER CUSTOMER EXPRESSLY AGREES THAT USE OF THE BUSINESS SERVICES IS AT MEMBERCUSTOMER’S SOLE RISK, AND THE SERVICES ARE PROVIDED “AS IS.” NAVIGANT BANK AND ITS SERVICE PROVIDERS AND AGENTS DO NOT MAKE AND EXPRESSLY DISCLAIM ANY WARRANTIES, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, WITHOUT BREACHES OF SECURITY OR WITHOUT DELAYS. IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE LIABILITY OF NAVIGANT BANK AND ITS SERVICE PROVIDERS AND AGENTS IS LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY LAW. 15.8 Navigant Bank and Member Customer acknowledge and agree that the limitations of liability in this Section 15 are a bargained for allocation of risk and liability, and the parties agree to respect such allocationallocation of risk and liability. Member Customer acknowledges and agrees that Navigant Bank would not enter into this Agreement without the limitations of liability set forth in this Section. 15.9 The provisions of this Section 15 shall survive termination of this Agreement.