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, and shall not be responsible for the accuracy or completeness thereof. We shall be responsible only for performing the services expressly provided for Notwithstanding any other provision in this Agreement, and to the fullest extent permitted by applicable law, neither the Bank, its service providers nor any of their affiliates shall be liable only liable, and you release and waive any and all claims against all of them, for our willful misconduct in performing those services. We shall not be responsible for the any and all losses, damages or costs incurred by you or by any other person, arising from or relating to any acts or omissions of the Bank, its service providers or their affiliates, whether under this Agreement or otherwise, in connection with Online Banking Service or any Eligible Account (including, but not limited to, improper calculation or processing; transfer of funds or failure to transfer; dishonor or failure to dishonor; payment, stop payment, or failure to pay or stop payment; processing of electronic transfer entries; or loss or delay of electronic transfer entries, items, instruments, input data and materials during transfer to or from the Bank) unless you prove that such losses, damages or costs resulted solely from the Bank's bad faith or gross negligence or from breach of this Agreement; provided, however, to the fullest extent permitted by applicable law, neither the Bank, its service providers nor any of their affiliates shall be liable to 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 personperson for any of the following:  For any failure to make a transfer or payment when your Eligible Account is frozen or funds are otherwise unavailable under the terms of your Business Account Agreement;  For any losses, including without limitation damages or costs, relating to or in 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 way arising out of the use of the Online Banking Service or the installation, use, or maintenance of your Computer or Software;  For any claim losses, damages or costs arising from or relating to your failure to maintain the confidentiality and security of any person that we responsible for any act or omission of you, your OccupantsUser Passwords, or any other information that enables any other person described in to gain access to your Eligible Accounts or your subscription to the Online Banking Service; and  For any losses, damages or costs arising from or relating to your failure to receive notices and other communications the Bank has sent to your current address and/or email address shown on the Bank’s records, regardless of whether the address on that communication included any designation for delivery to the attention of any particular individual. Your sole remedy under 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 Agreement for any consequential, special, incidental, punitive errors by the Bank in completing any transfer or indirect loss or damage which bill payment you may incur or suffer have authorized through the Online Banking Service in connection accordance with this Agreement, whether the applicable Account Agreements, and applicable law shall be limited as follows:  If the payment or transfer is not made or is delayed, or if a payment or transfer is made in an erroneous amount that is less than the likelihood of such damages was known or contemplated amount authorized by us and regardless your instructions, unless otherwise required by law, the liability of the legal Bank, its service providers and their affiliates shall be limited to correcting the transfer or equitable theory of payment.  If the payment or transfer is made in an erroneous amount that exceeds the amount provided in your instructions, or the Bank permits an unauthorized payment or transfer after you have provided notice and the Bank has had a reasonable time to act on your notice, unless otherwise required by law, the 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 provisionsBank, we its service providers and their affiliates shall be excused from failing limited to act a refund of the amount erroneously paid or delay transferred. The limitations on the liability of the Bank, its service providers and their affiliates provided in this Agreement are in addition to, and shall not diminish, any limitations on this liability contained in any applicable Account Agreement or any other agreement between you and the Bank. We agree to make reasonable efforts to ensure the full performance of the Online Banking Service. We will be responsible for acting if such failure only on those instructions that are actually received and cannot assume responsibility for malfunctions in communications facilities not under our control that may affect the accuracy or delay is timeliness of messages you send. We are not responsible for any losses or delays in transmission of instructions arising out of the use of any Internet service provider, your connection to the Internet, your Computer, or caused by legal constraintany browser software. We are not responsible for any indirect, interruption special, incidental 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 consequential damages arising 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 way out 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 the Online Banking Service. In states that do not allow the exclusion or limitation of liability for indirect, special, incidental or consequential damages, our liability is limited to the maximum extent permitted by utilizing ZRent with an operating account held by a Participating Institutionapplicable law. WE MAKE NO EXPRESS OR IMPLIED WARRANTIES CONCERNING THE ONLINE BANKING SERVICE, you agree to such waiver and excuse of liabilityINCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT OF A THIRD PARTY’S PROPRIETARY RIGHTS, OR COMPLIANCE WITH REGULATION E OR ANY OTHER APPLICABLE RULES OR REGULATIONS, UNLESS DISCLAIMING SUCH WARRANTIES IS PROHIBITED BY APPLICABLE LAW.

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 Notwithstanding any other provision in this Agreement, and to the fullest extent permitted by applicable law, neither the Bank, its service providers nor any of their affiliates shall be liable only liable, and you release and waive any and all claims against all of them, for our willful misconduct in performing those services. We shall not be responsible for the any and all losses, damages or costs incurred by you or by any other person, arising from or relating to any acts or omissions of the Bank, its service providers or their affiliates, whether under this Agreement or otherwise, in connection with Commercial Banking Online or any Eligible Account (including, but not limited to, improper calculation or processing; transfer of funds or failure to transfer; dishonor or failure to dishonor; payment, stop payment, or failure to pay or stop payment; processing of electronic transfer entries; or loss or delay of electronic transfer entries, items, instruments, input data and materials during transfer to or from the Bank) unless you prove that such losses, damages or costs resulted solely from the Bank's bad faith or gross negligence or from breach of this Agreement; provided, however, to the fullest extent permitted by applicable law, neither the Bank, its service providers nor any of their affiliates shall be liable to 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 personperson for any of the following: • For any failure to make a transfer or payment when your Eligible Account is frozen or funds are otherwise unavailable under the terms of your Business Account Agreement; • For any losses, including without limitation damages or costs, relating to or in 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 way arising out of the use of Commercial Banking Online or the installation, use, or maintenance of your Computer or Software; • For any claim losses, damages or costs arising from or relating to your failure to maintain the confidentiality and security of any person that we responsible for any act or omission of you, your OccupantsUser Passwords, or any other information that enables any other person described in to gain access to your Eligible Accounts or your subscription to Commercial Banking Online; and • For any losses, damages or costs arising from or relating to your failure to receive notices and other communications the Bank has sent to your current address and/or email address shown on the Bank’s records, regardless of whether the address on that communication included any designation for delivery to the attention of any particular individual. Your sole remedy under 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 Agreement for any consequential, special, incidental, punitive errors by the Bank in completing any transfer or indirect loss or damage which bill payment you may incur or suffer have authorized through Commercial Banking Online in connection accordance with this Agreement, whether the applicable Account Agreements, and applicable law shall be limited as follows: • If the payment or transfer is not made or is delayed, or if a payment or transfer is made in an erroneous amount that is less than the likelihood of such damages was known or contemplated amount authorized by us and regardless your instructions, unless otherwise required by law, the liability of the legal Bank, its service providers and their affiliates shall be limited to correcting the transfer or equitable theory of payment. • If the payment or transfer is made in an erroneous amount that exceeds the amount provided in your instructions, or the Bank permits an unauthorized payment or transfer after you have provided notice and the Bank has had a reasonable time to act on your notice, unless otherwise required by law, the 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 provisionsBank, we its service providers and their affiliates shall be excused from failing limited to act a refund of the amount erroneously paid or delay transferred. The limitations on the liability of the Bank, its service providers and their affiliates provided in this Agreement are in addition to, and shall not diminish, any limitations on this liability contained in any applicable Account Agreement or any other agreement between you and the Bank. We agree to make reasonable efforts to ensure the full performance of Commercial Banking Online. We will be responsible for acting if such failure only on those instructions that are actually received and cannot assume responsibility for malfunctions in communications facilities not under our control that may affect the accuracy or delay is timeliness of messages you send. We are not responsible for any losses or delays in transmission of instructions arising out of the use of any Internet service provider, your connection to the Internet, your Computer, or caused by legal constraintany browser software. We are not responsible for any indirect, interruption special, incidental 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 consequential damages arising 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 way out 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 Commercial Banking Online. In states that do not allow the exclusion or limitation of liability for indirect, special, incidental or consequential damages, our liability is limited to the maximum extent permitted by utilizing ZRent with an operating account held by a Participating Institutionapplicable law. WE MAKE NO EXPRESS OR IMPLIED WARRANTIES CONCERNING COMMERCIAL BANKING ONLINE, you agree to such waiver and excuse of liabilityINCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF A THIRD PARTY’S PROPRIETARY RIGHTS, OR COMPLIANCE WITH REGULATION E OR ANY OTHER APPLICABLE RULES OR REGULATIONS, UNLESS DISCLAIMING SUCH WARRANTIES IS PROHIBITED BY APPLICABLE LAW.

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.