Common use of Limitations on Our Liability Clause in Contracts

Limitations on Our Liability. In the performance of the services required by this Agreement, we shall be entitled to rely solely on the information, representations, and warranties provided by you and your Occupants pursuant to this Agreement, and shall not be responsible for the accuracy or completeness thereof. We shall be responsible only for performing the services expressly provided for in this Agreement, and shall be liable only for our willful misconduct in performing those services. We shall not be responsible for the acts or omissions of you or your Occupants (including without limitation the amount, accuracy, timeliness of transmittal or authorization of any requested debit or credit initiated through ZRent) or those of any other person, including without limitation any Federal Reserve Financial Institution, Automated Clearing House of transmission or communications facility, any Receiver or Receiving Depository Financial Institution (including without limitation the return of an Entry by such Receiver or Receiving Depository Financial Institution), and no such person shall be deemed our agent. You agree to indemnify us against any loss, liability or expense (including attorney’s fees and expenses), resulting from or arising out of any claim of any person that we responsible for any act or omission of you, your Occupants, or any other person described in this section. In the event of a determination that we are responsible for willful misconduct, we shall be liable only for your actual damages; in no event shall ZRent be liable for any consequential, special, incidental, punitive or indirect loss or damage which you may incur or suffer in connection with this Agreement, whether or not the likelihood of such damages was known or contemplated by us and regardless of the legal or equitable theory of liability which you may assert, including, without limitation, loss or damage from subsequent wrongful dishonor resulting from our acts or omissions pursuant to this Agreement. Without limiting the generality of the foregoing provisions, we shall be excused from failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission or communication facilities, equipment failure, war, emergency conditions or other circumstances beyond our control. In addition, we shall be excused from failing to transmit or delay in transmitting any debit or credit if such transmittal would result in our having exceeded any limitation upon our intra-day net funds position established pursuant to present or future Federal Reserve guidelines or in our reasonable judgment otherwise violating any provision of any present or future risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority. Further, any Participating Institution is excused from any liability in connection with your use of ZRent and by utilizing ZRent with an operating account held by a Participating Institution, you agree to such waiver and excuse of liability.

Limitations on Our Liability. In the performance of the services required by this Agreement, we shall be entitled to rely solely on the information, representations, and warranties provided by you and your Occupants pursuant to this Agreement, Agreement and shall not be responsible for the accuracy or completeness thereof. We shall be responsible only for performing the services expressly provided for in this Agreement, Agreement and shall be liable only for our willful misconduct in performing those services. We shall not be responsible for the acts or omissions of you or your Occupants (including without limitation the amount, accuracy, timeliness of transmittal or authorization of any requested debit or credit initiated through ZRent) or those of any other person, including without limitation any Federal Reserve Financial Institution, Automated Clearing House of transmission or communications facility, any Receiver or Receiving Depository Financial Institution (including without limitation the return of an Entry by such Receiver or Receiving Depository Financial Institution), and no such person shall be deemed our agent. Furthermore, you understand that neither ZRent nor the Participating Institution hold any responsibility for the compliance with any legal and/or regulatory compliance requirements as they pertain to the specific functions of your business or account type as required under the laws of the state in which you or the organization that you represent is located or doing business. You agree to indemnify us against any loss, liability or expense (including attorney’s fees and expenses), resulting from or arising out of any claim of any person that we responsible for any act or omission of you, your Occupants, or any other person described in this section. In the event of a determination that we are responsible for willful misconduct, we shall be liable only for your actual damages; in no event shall ZRent be liable for any consequential, special, incidental, punitive or indirect loss or damage which you may incur or suffer in connection with this Agreement, whether or not the likelihood of such damages was known or contemplated by us and regardless of the legal or equitable theory of liability which you may assert, including, without limitation, loss or damage from subsequent wrongful dishonor resulting from our acts or omissions pursuant to this Agreement. Without limiting the generality of the foregoing provisions, we shall be excused from failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission or communication facilities, equipment failure, war, emergency conditions or other circumstances beyond our control. In addition, we shall be excused from failing to transmit or delay in transmitting any debit or credit if such transmittal would result in our having exceeded any limitation upon our intra-day net funds position established pursuant to present or future Federal Reserve guidelines or in our reasonable judgment otherwise violating any provision of any present or future risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority. Further, any Participating Institution is excused from any liability in connection with your use of ZRent and by utilizing ZRent with an operating account held by a Participating Institution, you agree to such waiver and excuse of liability.

Limitations on Our Liability. In Our liability to you is explained in the performance CAD and Terms of Use, and any notices and disclosures that we separately provide to you from time to time regarding your Designated Accounts and Online Banking. This section explains our liability to you only to the services extent that our liability has not been separately disclosed to you by any of these agreements, notices, or disclosures. Under no circumstances will we or our Service Providers have any liability to you for failing to provide you access to your Designated Accounts or any Online Banking services. Furthermore, unless otherwise required by this Agreementapplicable law, we shall be entitled to rely solely on the information, representations, and warranties provided by you and your Occupants pursuant to this Agreement, and shall not will only be responsible for the accuracy or completeness thereof. We shall be responsible only for performing the Online Banking services as expressly provided for stated in this Agreement, and shall will only be liable only for material losses incurred by you to the extent such losses directly result from our willful gross negligence or intentional misconduct in performing those services. We shall not be responsible for the acts or omissions of you or your Occupants (including without limitation the amount, accuracy, timeliness of transmittal or authorization of any requested debit or credit initiated through ZRent) or those of any other person, including without limitation any Federal Reserve Financial Institution, Automated Clearing House of transmission or communications facility, any Receiver or Receiving Depository Financial Institution (including without limitation the return of an Entry by such Receiver or Receiving Depository Financial Institution), and no such person shall be deemed our agentOnline Banking Services. You agree that we and our Service Providers shall have no responsibility or liability to indemnify us against you for any losserrors, liability delays, the transmission of incorrect instructions, the communication or expense display of inaccurate information, losses, damages (including attorney’s fees and expenseswhether direct, indirect, consequential, special or punitive), resulting from expenses, charges or arising out liabilities that may occur as a result of: (a) any malfunction of or the manner in which you use or enter data into your computer or your software; (b) any claim malfunction in communications facilities or equipment not under our control that may affect the accuracy or timeliness of instructions you send; or (c) any person electronic virus or viruses that we responsible may be associated with the use of Online Banking or that you may otherwise encounter while using Online Banking. We encourage you to routinely scan your computer using reliable Antivirus and Ransomware Protection software for any act protection against viruses, malware and spyware. Undetected viruses may cause damage, access private and confidential information, take control of your device, whether it’s a PC, mobile phone or omission of youtablet, your Occupantsand may alter, corrupt, damage, or any other person described in this sectiondestroy your programs, files, computer, tablet and smartphone. In the event of a determination that we are responsible for willful misconductAdditionally, we shall be liable only for your actual damages; in no event shall ZRent be liable for any consequential, special, incidental, punitive or indirect loss or damage which you may incur or suffer in connection with this Agreementunintentionally transmit the virus to other computers and devices. IN NO EVENT WILL WE HAVE ANY LIABILITY FOR ANY CONSEQUENTIAL, whether or not the likelihood of such damages was known or contemplated by us and regardless of the legal or equitable theory of liability which you may assertSPECIAL, includingPUNITIVE OR INDIRECT LOSS OR DAMAGE WHETHER OR NOT ANY CLAIM FOR SUCH DAMAGES IS BASED ON TORT OR CONTRACT OR WE KNEW OR SHOULD HAVE KNOWN THE LIKELIHOOD OF SUCH DAMAGES IN ANY CIRCUMSTANCES. NEITHER WE NOR OUR SERVICE PROVIDERS MAKE, without limitationAND WE EXPRESSLY DISCLAIM, loss or damage from subsequent wrongful dishonor resulting from our acts or omissions pursuant to this Agreement. Without limiting the generality of the foregoing provisionsANY WARRANTIES OF ANY KIND, we shall be excused from failing to act or delay in acting if such failure or delay is caused by legal constraintWHETHER STATUTORY, interruption of transmission or communication facilitiesCONTRACTUAL, equipment failureEXPRESS OR IMPLIED, warCONCERNING ONLINE BANKING, emergency conditions or other circumstances beyond our control. In additionINCLUDING, we shall be excused from failing to transmit or delay in transmitting any debit or credit if such transmittal would result in our having exceeded any limitation upon our intra-day net funds position established pursuant to present or future Federal Reserve guidelines or in our reasonable judgment otherwise violating any provision of any present or future risk control program of the Federal Reserve or any rule or regulation of any other U.S. governmental regulatory authority. FurtherWITHOUT LIMITATION, any Participating Institution is excused from any liability in connection with your use of ZRent and by utilizing ZRent with an operating account held by a Participating Institution, you agree to such waiver and excuse of liabilityANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.