Common use of Warranties and Indemnity Clause in Contracts

Warranties and Indemnity. YOU REPRESENT AND WARRANT THAT: (A) YOU WILL USE THE SERVICE AND RELATED TECHNOLOGY ONLY FOR LEGAL PURPOSES AND ONLY AS PROVIDED IN THIS AGREEMENT; (B) YOUR USE THE SERVICE WILL BE IN COMPLIANCE WITH APPLICABLE LAW, INDUSTRY STANDARDS, AND OUR POLICIES, PROCEDURES, AND SPECIFICATIONS AS AMENDED FROM TIME TO TIME; (C) YOU ARE A PAYEE AUTHORIZED TO ENFORCE EACH CHECK YOU TRANSMIT; (D) ALL CHECKS TRANSMITTED TO US AND RELATED INFORMATION ARE ACCURATE AND COMPLETE AND ONLY ELIGIBLE ITEMS AS PROVIDED IN THIS AGREEMENT WILL BE DEPOSITED; (E) YOU WILL COOPERATE WITH US WHEN NECESSARY IN CONNECTION WITH OUR PROVISION OF THE SERVICE; (F) THE QUALITY OF CHECKS AND THE IMAGES YOU TRANSMIT WILL BE SUCH THAT A LEGALLY EQUIVALENT SUBSTITUTE CHECK CAN BE CREATED; (G) YOU WILL NOT TRANSMIT ANY ITEM TO US THAT CONTAINS A VIRUS OR OTHER HARMFUL COMPUTER CODE; (H) YOU WILL NOT DEPOSIT AN ORIGINAL CHECK THAT WAS ORIGINALLY DEPOSITED USING THIS SERVICE UNLESS THE ITEM CANNOT BE ACCEPTED OR PROCESSED AND WE EXPRESSLY INSTRUCT YOU IN WRITING THAT YOU MAY DO SO; (I) THE ITEMS YOU SUBMIT WILL CONFORM TO OUR STANDARDS AND YOU WILL NOT BREACH THE TERMS OF THIS AGREEMENT AT ANY TIME; (J) CHECKS YOU SUBMIT ARE NOT COUNTERFEIT OR ALTERED AND THAT ALL SIGNATURES ON CHECKS ARE AUTHORIZED AND AUTHENTIC; (K) YOU EXPRESSLY ASSUME ALL OF THE WARRANTIES FOR THE COLLECTION AND PRESENTMENT OF CHECKS AS PROVIDED IN THE TEXAS UNIFORM COMMERCIAL CODE, INCLUDING WITHOUT LIMITATION, THE WARRANTIES SET FORTH IN TEXAS BUSINESS & COMMERCE CODE §4.208; (L) YOU EXPRESSLY ASSUME ALL OF THE WARRANTIES AND INDEMNIFICATIONS OF CHECK 21, INCLUDING WITHOUT LIMITATION, THE WARRANTY THAT NO DEPOSITORY INSTITUTION, DRAWEE, DRAWER, OR INDORSER WILL RECEIVE PRESENTMENT OR RETURN OF, OR OTHERWISE BE CHARGED FOR, THE SUBSTITUTE CHECK, THE ORIGINAL CHECK, OR A PAPER OR ELECTRONIC REPRESENTATION OF THE SUBSTITUTE CHECK OR ORIGINAL CHECK SUCH THAT THAT PERSON WILL BE ASKED TO MAKE A PAYMENT BASED ON A CHECK THAT IT ALREADY HAS PAID; (M) WE WILL SUFFER NO LOSS AS A RESULT OF OUR ACCEPTANCE OF YOUR ITEMS OR YOUR USE OF THE SERVICE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD US HARMLESS FOR ALL COSTS, EXPENSES, LOSSES, AND LIABILITIES WE INCUR, INCLUDING WITHOUT LIMITATION, ATTORNEY’S FEES, COURT COSTS, AND INTEREST, THAT ARISE OUT OF, RESULT FROM, OR RELATE TO YOUR BREACH OF ANY OF THE REPRESENTATIONS OR WARRANTIES IN THIS AGREEMENT.

Warranties and Indemnity. IN CONNECTION WITH YOUR USE OF THE SERVICE, YOU REPRESENT AND WARRANT THAT: (A) YOU WILL USE THE SERVICE AND RELATED TECHNOLOGY ONLY FOR LEGAL PURPOSES ONLY AND ONLY AS PROVIDED IN THIS AGREEMENT; (B) YOUR USE OF THE SERVICE WILL BE IN COMPLIANCE WITH APPLICABLE LAW, INDUSTRY STANDARDS, AND OUR POLICIES, PROCEDURES, AND SPECIFICATIONS AS AMENDED FROM TIME TO TIME; (C) YOU ARE A PAYEE OR AN AUTHORIZED REPRESENTATIVE OF THE PAYEE AUTHORIZED TO ENFORCE EACH CHECK ITEM YOU TRANSMIT; (D) ALL CHECKS ITEMS TRANSMITTED TO US AND ANY RELATED INFORMATION ARE ACCURATE AND COMPLETE AND ONLY ELIGIBLE ITEMS AS PROVIDED IN THIS AGREEMENT WILL BE DEPOSITED; (E) YOU WILL COOPERATE WITH US WHEN NECESSARY REQUESTED IN CONNECTION WITH OUR PROVISION OF THE SERVICE; (F) THE QUALITY OF CHECKS ITEMS AND THE IMAGES YOU TRANSMIT WILL BE SUCH THAT A LEGALLY EQUIVALENT SUBSTITUTE CHECK CAN BE CREATED;, (G) YOU WILL NOT TRANSMIT ANY ITEM IMAGE FILE TO US THAT CONTAINS A VIRUS OR OTHER HARMFUL COMPUTER CODE; (H) NEITHER YOU NOR ANY OTHER PERSON WILL NOT DEPOSIT AN ORIGINAL PAPER CHECK THAT WAS ORIGINALLY DEPOSITED USING THIS YOU ATTEMPTED TO DEPOSIT THROUGH THE SERVICE UNLESS THE ITEM CANNOT BE ACCEPTED OR PROCESSED THROUGH THE SERVICE AND WE EXPRESSLY INSTRUCT HAVE SPECIFICALLY NOTIFIED YOU IN WRITING THAT YOU MAY DO SO; (I) THE ITEMS YOU SUBMIT WILL CONFORM TO OUR STANDARDS AND YOU WILL NOT BREACH THE TERMS OF THIS AGREEMENT AT ANY TIME; (J) CHECKS ITEMS YOU SUBMIT ARE NOT COUNTERFEIT OR ALTERED AND THAT ALL SIGNATURES ON CHECKS ARE AUTHORIZED AND AUTHENTIC; (K) YOU WILL BE RESPONSIBLE FOR ANY FRAUDULENT, INCORRECT, OR ILLEGIBLE ITEMS SENT TO US, WHETHER SENT INTENTIONALLY OR UNINTENTIONALLY; (L) YOU EXPRESSLY ASSUME ALL OF THE WARRANTIES FOR THE COLLECTION AND PRESENTMENT OF CHECKS AS PROVIDED IN THE TEXAS UNIFORM COMMERCIAL CODE, INCLUDING WITHOUT LIMITATION, THE WARRANTIES SET FORTH IN TEXAS BUSINESS & COMMERCE UNIFORM COMMERCIAL CODE §SECTION 4.208; (LM) YOU EXPRESSLY ASSUME ALL OF THE WARRANTIES AND INDEMNIFICATIONS OF CHECK 21, INCLUDING WITHOUT LIMITATION, THE WARRANTY THAT NO DEPOSITORY INSTITUTION, DRAWEE, DRAWER, OR INDORSER ENDORSER WILL RECEIVE PRESENTMENT OR RETURN OF, OR OTHERWISE BE CHARGED FOR, THE SUBSTITUTE CHECK, THE ORIGINAL CHECK, OR A PAPER OR ELECTRONIC REPRESENTATION OF THE SUBSTITUTE CHECK OR ORIGINAL CHECK SUCH THAT THAT THE PERSON WILL BE ASKED TO MAKE A PAYMENT BASED ON A CHECK THAT IT HAS ALREADY HAS PAID; (MN) WE WILL SUFFER NO LOSS AS A RESULT OF OUR ACCEPTANCE OF YOUR ITEMS OR YOUR USE OF THE SERVICE. ; TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD US HARMLESS FOR THE CREDIT UNION AND OUR TECHNOLOGY PARTNERS, INCLUDING BUT NOT LIMITED TO THE RESPECTIVE AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS OF EACH OF THE FOREGOING FROM ALL CLAIMS, ACTIONS, DAMAGES, COSTS, EXPENSES, LOSSES, AND LIABILITIES WE INCUR, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY’S FEESFEES AND RELATED EXPENSES, COURT COSTS, AND INTEREST, THAT ARISE OUT OF, RESULT FROM, OR RELATE TO (I) YOUR BREACH OF ANY OF THE REPRESENTATIONS OR WARRANTIES OR ANY OTHER PROVISONS OF THIS AGREEMENT, OR (II) YOUR USE OF THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CREDIT UNION AND ITS TECHNOLOGY PARTNERS, INCLUDING BUT NOT LIMITED TO SHARE/DATA SYSTEMS OF TEXAS AND THE RESPECTIVE AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS OF EACH OF THE FOREGOING FROM AND AGAINST ANY THIRD PARTY CLAIMS, SUITS, PROCEEDINGS, ACTIONS OR DEMANDS, INCLUDING CLAIMS OF ANOTHER FINANCIAL INSTITUTION, BUSINESS ENTITY, OR GOVERNMENTAL AUTHORITY, AND ALL LOSSES LIABILITIES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES, INCLUDING COURT COSTS AND REASONABLE ATTORNEY’S FEES AND EXPENSES, ARISING FROM SUCH CLAIMS, TO THE EXTENT SUCH CLAIMS ARE RELATED TO YOUR USE OF THE SERVICE OR THE CREDIT UNION TECHNOLOGY PARTNERS’ APPLICATIONS, UNLESS SUCH CLAIM DIRECTLY RESULTS FROM AN ACT OR OMMISSION MADE IN BAD FAITH BY THE CREDIT UNION OR ITS TECHNOLOGY PARTNERS. ALL OF THE PROVISIONS IN THIS SECTION 13 SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

Warranties and Indemnity. IN CONNECTION WITH YOUR USE OF THE SERVICE, YOU REPRESENT AND WARRANT THAT: (A) YOU WILL USE THE SERVICE AND RELATED TECHNOLOGY ONLY FOR LEGAL PURPOSES ONLY AND ONLY AS PROVIDED IN THIS AGREEMENT; (B) YOUR USE OF THE SERVICE WILL BE IN COMPLIANCE WITH APPLICABLE LAW, INDUSTRY STANDARDS, AND OUR POLICIES, PROCEDURES, AND SPECIFICATIONS AS AMENDED FROM TIME TO TIME; (C) YOU ARE A PAYEE OR AN AUTHORIZED REPRESENTATIVE OF THE PAYEE AUTHORIZED TO ENFORCE EACH CHECK ITEM YOU TRANSMIT; (D) ALL CHECKS ITEMS TRANSMITTED TO US AND ANY RELATED INFORMATION ARE ACCURATE AND COMPLETE AND ONLY ELIGIBLE ITEMS AS PROVIDED IN THIS AGREEMENT WILL BE DEPOSITED; (E) YOU WILL COOPERATE WITH US WHEN NECESSARY REQUESTED IN CONNECTION WITH OUR PROVISION OF THE SERVICE; (F) THE QUALITY OF CHECKS ITEMS AND THE IMAGES YOU TRANSMIT WILL BE SUCH THAT A LEGALLY EQUIVALENT SUBSTITUTE CHECK CAN BE CREATED;, (G) YOU WILL NOT TRANSMIT ANY ITEM IMAGE FILE TO US THAT CONTAINS A VIRUS OR OTHER HARMFUL COMPUTER CODE; (H) NEITHER YOU NOR ANY OTHER PERSON WILL NOT DEPOSIT AN ORIGINAL PAPER CHECK THAT WAS ORIGINALLY DEPOSITED USING THIS YOU ATTEMPTED TO DEPOSIT THROUGH THE SERVICE UNLESS THE ITEM CANNOT BE ACCEPTED OR PROCESSED THROUGH THE SERVICE AND WE EXPRESSLY INSTRUCT HAVE SPECIFICALLY NOTIFIED YOU IN WRITING THAT YOU MAY DO SO; (I) THE ITEMS YOU SUBMIT WILL CONFORM TO OUR STANDARDS AND YOU WILL NOT BREACH THE TERMS OF THIS AGREEMENT AT ANY TIME; (J) CHECKS ITEMS YOU SUBMIT ARE NOT COUNTERFEIT OR ALTERED AND THAT ALL SIGNATURES ON CHECKS ARE AUTHORIZED AND AUTHENTIC; (K) YOU WILL BE RESPONSIBLE FOR ANY FRAUDULENT, INCORRECT, OR ILLEGIBLE ITEMS SENT TO US, WHETHER SENT INTENTIONALLY OR UNINTENTIONALLY; (L) YOU EXPRESSLY ASSUME ALL OF THE WARRANTIES FOR THE COLLECTION AND PRESENTMENT OF CHECKS AS PROVIDED IN THE TEXAS UNIFORM COMMERCIAL CODE, INCLUDING WITHOUT LIMITATION, THE WARRANTIES SET FORTH IN TEXAS BUSINESS & COMMERCE UNIFORM COMMERCIAL CODE §SECTION 4.208; (LM) YOU EXPRESSLY ASSUME ALL OF THE WARRANTIES AND INDEMNIFICATIONS OF CHECK 21, INCLUDING WITHOUT LIMITATION, THE WARRANTY THAT NO DEPOSITORY INSTITUTION, DRAWEE, DRAWER, OR INDORSER ENDORSER WILL RECEIVE PRESENTMENT OR RETURN OF, OR OTHERWISE BE CHARGED FOR, THE SUBSTITUTE CHECK, THE ORIGINAL CHECK, OR A PAPER OR ELECTRONIC REPRESENTATION OF THE SUBSTITUTE CHECK OR ORIGINAL CHECK SUCH THAT THAT THE PERSON WILL BE ASKED TO MAKE A PAYMENT BASED ON A CHECK THAT IT HAS ALREADY HAS PAID; (MN) WE WILL SUFFER NO LOSS AS A RESULT OF OUR ACCEPTANCE OF YOUR ITEMS OR YOUR USE OF THE SERVICE. ; TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD US HARMLESS FOR THE CREDIT UNION AND OUR TECHNOLOGY PARTNERS, INCLUDING BUT NOT LIMITED TO THE RESPECTIVE AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS OF EACH OF THE FOREGOING FROM ALL CLAIMS, ACTIONS, DAMAGES, COSTS, EXPENSES, LOSSES, AND LIABILITIES WE INCUR, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY’S FEESFEES AND RELATED EXPENSES, COURT COSTS, AND INTEREST, THAT ARISE OUT OF, RESULT FROM, OR RELATE TO (I) YOUR BREACH OF ANY OF THE REPRESENTATIONS OR WARRANTIES OR ANY OTHER PROVISONS OF THIS AGREEMENT, OR (II) YOUR USE OF THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CREDIT UNION AND ITS TECHNOLOGY PARTNERS, INCLUDING BUT NOT LIMITED TO MEMBER DRIVEN TECHNOLOGIES, ALOGENT, AND ACCESS SOFTEK AND THE RESPECTIVE AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS OF EACH OF THE FOREGOING FROM AND AGAINST ANY THIRD PARTY CLAIMS, SUITS, PROCEEDINGS, ACTIONS OR DEMANDS, INCLUDING CLAIMS OF ANOTHER FINANCIAL INSTITUTION, BUSINESS ENTITY, OR GOVERNMENTAL AUTHORITY, AND ALL LOSSES LIABILITIES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES, INCLUDING COURT COSTS AND REASONABLE ATTORNEY’S FEES AND EXPENSES, ARISING FROM SUCH CLAIMS, TO THE EXTENT SUCH CLAIMS ARE RELATED TO YOUR USE OF THE SERVICE OR THE CREDIT UNION TECHNOLOGY PARTNERS’ APPLICATIONS, UNLESS SUCH CLAIM DIRECTLY RESULTS FROM AN ACT OR OMMISSION MADE IN BAD FAITH BY THE CREDIT UNION OR ITS TECHNOLOGY PARTNERS. ALL OF THE PROVISIONS IN THIS SECTION 13 SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

Warranties and Indemnity. IN CONNECTION WITH YOUR USE OF THE SERVICE, YOU REPRESENT AND WARRANT THAT: (A) YOU WILL USE THE SERVICE AND RELATED TECHNOLOGY ONLY FOR LEGAL PURPOSES AND ONLY AS PROVIDED IN THIS AGREEMENT; (B) YOUR USE OF THE SERVICE WILL BE IN COMPLIANCE WITH APPLICABLE LAW, INDUSTRY STANDARDS, AND OUR POLICIES, PROCEDURES, AND SPECIFICATIONS AS AMENDED FROM TIME TO TIME; (C) YOU ARE A PAYEE OR AN AUTHORIZED REPRESENTATIVE OF THE PAYEE AUTHORIZED TO ENFORCE EACH CHECK ITEM YOU TRANSMIT; (D) ALL CHECKS ITEMS TRANSMITTED TO US AND RELATED INFORMATION ARE ACCURATE AND COMPLETE AND ONLY ELIGIBLE ITEMS AS PROVIDED IN THIS AGREEMENT WILL BE DEPOSITED; (E) YOU WILL COOPERATE WITH US WHEN NECESSARY REQUESTED IN CONNECTION WITH OUR PROVISION OF THE SERVICE; (F) THE QUALITY OF CHECKS ITEMS AND THE IMAGES YOU TRANSMIT WILL BE SUCH THAT A LEGALLY EQUIVALENT SUBSTITUTE CHECK CAN BE CREATED;, (G) YOU WILL NOT TRANSMIT ANY ITEM IMAGE FILE TO US THAT CONTAINS A VIRUS OR OTHER HARMFUL COMPUTER CODE; (H) NEITHER YOU NOR ANY OTHER PERSON WILL NOT DEPOSIT AN ORIGINAL PAPER CHECK THAT WAS ORIGINALLY DEPOSITED USING THIS YOU ATTEMPTED TO DEPOSIT THROUGH THE SERVICE UNLESS THE ITEM CANNOT BE ACCEPTED OR PROCESSED THROUGH THE SERVICE AND WE EXPRESSLY INSTRUCT SPECIFICALLY NOTIFY YOU IN WRITING THAT YOU MAY DO SO; (I) THE ITEMS YOU SUBMIT WILL CONFORM TO OUR STANDARDS AND YOU WILL NOT BREACH THE TERMS OF THIS AGREEMENT AT ANY TIME; (J) CHECKS ITEMS YOU SUBMIT ARE NOT COUNTERFEIT OR ALTERED AND THAT ALL SIGNATURES ON CHECKS ARE AUTHORIZED AND AUTHENTIC; (K) YOU WILL BE RESPONSIBLE FOR ANY FRAUDULENT, INCORRECT, OR ILLEGIBLE ITEMS SENT TO US, WHETHER SENT INTENTIONALLY OR UNINTENTIONALLY; (L) YOU EXPRESSLY ASSUME ALL OF THE WARRANTIES FOR THE COLLECTION AND PRESENTMENT OF CHECKS AS PROVIDED IN THE TEXAS UNIFORM COMMERCIAL CODE, INCLUDING WITHOUT LIMITATION, THE WARRANTIES SET FORTH IN TEXAS BUSINESS & COMMERCE CODE §SECTION 4.208; (LM) YOU EXPRESSLY ASSUME ALL OF THE WARRANTIES AND INDEMNIFICATIONS OF CHECK 21, INCLUDING WITHOUT LIMITATION, THE WARRANTY THAT NO DEPOSITORY INSTITUTION, DRAWEE, DRAWER, OR INDORSER ENDORSER WILL RECEIVE PRESENTMENT OR RETURN OF, OR OTHERWISE BE CHARGED FOR, THE SUBSTITUTE CHECK, THE ORIGINAL CHECK, OR A PAPER OR ELECTRONIC REPRESENTATION OF THE SUBSTITUTE CHECK OR ORIGINAL CHECK SUCH THAT THAT THE PERSON WILL BE ASKED TO MAKE A PAYMENT BASED ON A CHECK THAT IT ALREADY HAS PAID; (MN) WE WILL SUFFER NO LOSS AS A RESULT OF OUR ACCEPTANCE OF YOUR ITEMS OR YOUR USE OF THE SERVICE. ; TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD US HARMLESS FOR THE CREDIT UNION AND OUR TECHNOLOGY PARTNERS, INCLUDING BUT NOT LIMITED TO THE RESPECTIVE AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS OF EACH OF THE FOREGOING FROM ALL CLAIMS, ACTIONS, DAMAGES, COSTS, EXPENSES, LOSSES, AND LIABILITIES WE INCUR, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY’S FEESFEES AND RELATED EXPENSES, COURT COSTS, AND INTEREST, THAT ARISE OUT OF, RESULT FROM, OR RELATE TO (I) YOUR BREACH OF ANY OF THE REPRESENTATIONS OR WARRANTIES OR ANY OTHER PROVISONS OF THIS AGREEMENT, OR (II) YOUR USE OF THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CREDIT UNION AND ITS TECHNOLOGY PARTNERS, INCLUDING BUT NOT LIMITED TO CU ANSWERS, AND THE RESPECTIVE AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS OF EACH OF THE FOREGOING FROM AND AGAINST ANY THIRD PARTY CLAIMS, SUITS, PROCEEDINGS, ACTIONS OR DEMANDS, INCLUDING CLAIMS OF ANOTHER FINANCIAL INSTITUTION, BUSINESS ENTITY, OR GOVERNMENTAL AUTHORITY, AND ALL LOSSES LIABILITIES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES, INCLUDING COURT COSTS AND REASONABLE ATTORNEY’S FEES AND EXPENSES, ARISING FROM SUCH CLAIMS, TO THE EXTENT SUCH CLAIMS ARE RELATED TO YOUR USE OF THE SERVICE OR THE CREDIT UNION TECHNOLOGY PARTNERS’ APPLICATIONS, UNLESS SUCH CLAIM DIRECTLY RESULTS FROM AN ACT OR OMMISSION MADE IN BAD FAITH BY THE CREDIT UNION OR ITS TECHNOLOGY PARTNERS. THE PROVISIONS OF THIS SECTION 13 SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

Warranties and Indemnity. IN CONNECTION WITH YOUR USE OF THE SERVICE, YOU REPRESENT AND WARRANT THAT: (A) YOU WILL USE THE SERVICE AND RELATED TECHNOLOGY ONLY FOR LEGAL PURPOSES ONLY AND ONLY AS PROVIDED IN THIS AGREEMENT; (B) YOUR USE OF THE SERVICE WILL BE IN COMPLIANCE WITH APPLICABLE LAW, INDUSTRY STANDARDS, AND OUR POLICIES, PROCEDURES, AND SPECIFICATIONS AS AMENDED FROM TIME TO TIME; (C) YOU ARE A PAYEE OR AN AUTHORIZED REPRESENTATIVE OF THE PAYEE AUTHORIZED TO ENFORCE EACH CHECK ITEM YOU TRANSMIT; (D) ALL CHECKS ITEMS TRANSMITTED TO US AND ANY RELATED INFORMATION ARE ACCURATE AND COMPLETE AND ONLY ELIGIBLE ITEMS AS PROVIDED IN THIS AGREEMENT WILL BE DEPOSITED; (E) YOU WILL COOPERATE WITH US WHEN NECESSARY REQUESTED IN CONNECTION WITH OUR PROVISION OF THE SERVICE; (F) THE QUALITY OF CHECKS ITEMS AND THE IMAGES YOU TRANSMIT WILL BE SUCH THAT A LEGALLY EQUIVALENT SUBSTITUTE CHECK CAN BE CREATED;, (G) YOU WILL NOT TRANSMIT ANY ITEM IMAGE FILE TO US THAT CONTAINS A VIRUS OR OTHER HARMFUL COMPUTER CODE; (H) NEITHER YOU NOR ANY OTHER PERSON WILL NOT DEPOSIT AN ORIGINAL PAPER CHECK THAT WAS ORIGINALLY DEPOSITED USING THIS YOU ATTEMPTED TO DEPOSIT THROUGH THE SERVICE UNLESS THE ITEM CANNOT BE ACCEPTED OR PROCESSED THROUGH THE SERVICE AND WE EXPRESSLY INSTRUCT HAVE SPECIFICALLY NOTIFIED YOU IN WRITING THAT YOU MAY DO SO; (I) THE ITEMS YOU SUBMIT WILL CONFORM TO OUR STANDARDS AND YOU WILL NOT BREACH THE TERMS OF THIS AGREEMENT AT ANY TIME; (J) CHECKS ITEMS YOU SUBMIT ARE NOT COUNTERFEIT OR ALTERED AND THAT ALL SIGNATURES ON CHECKS ARE AUTHORIZED AND AUTHENTIC; (K) YOU WILL BE RESPONSIBLE FOR ANY FRAUDULENT, INCORRECT, OR ILLEGIBLE ITEMS SENT TO US, WHETHER SENT INTENTIONALLY OR UNINTENTIONALLY; (L) YOU EXPRESSLY ASSUME ALL OF THE WARRANTIES FOR THE COLLECTION AND PRESENTMENT OF CHECKS AS PROVIDED IN THE TEXAS UNIFORM COMMERCIAL CODE, INCLUDING WITHOUT LIMITATION, THE WARRANTIES SET FORTH IN TEXAS BUSINESS & COMMERCE UNIFORM COMMERCIAL CODE §SECTION 4.208; (LM) YOU EXPRESSLY ASSUME ALL OF THE WARRANTIES AND INDEMNIFICATIONS OF CHECK 21, INCLUDING WITHOUT LIMITATION, THE WARRANTY THAT NO DEPOSITORY INSTITUTION, DRAWEE, DRAWER, OR INDORSER ENDORSER WILL RECEIVE PRESENTMENT OR RETURN OF, OR OTHERWISE BE CHARGED FOR, THE SUBSTITUTE CHECK, THE ORIGINAL CHECK, OR A PAPER OR ELECTRONIC REPRESENTATION OF THE SUBSTITUTE CHECK OR ORIGINAL CHECK SUCH THAT THAT THE PERSON WILL BE ASKED TO MAKE A PAYMENT BASED ON A CHECK THAT IT HAS ALREADY HAS PAID; (MN) WE WILL SUFFER NO LOSS AS A RESULT OF OUR ACCEPTANCE OF YOUR ITEMS OR YOUR USE OF THE SERVICE. ; TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD US HARMLESS FOR THE CREDIT UNION AND OUR TECHNOLOGY PARTNERS, INCLUDING BUT NOT LIMITED TO THE RESPECTIVE AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS OF EACH OF THE FOREGOING FROM ALL CLAIMS, ACTIONS, DAMAGES, COSTS, EXPENSES, LOSSES, AND LIABILITIES WE INCUR, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY’S FEESFEES AND RELATED EXPENSES, COURT COSTS, AND INTEREST, THAT ARISE OUT OF, RESULT FROM, OR RELATE TO (I) YOUR BREACH OF ANY OF THE REPRESENTATIONS OR WARRANTIES OR ANY OTHER PROVISONS OF THIS AGREEMENT, OR (II) YOUR USE OF THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CREDIT UNION AND ITS TECHNOLOGY PARTNERS, INCLUDING BUT NOT LIMITED TO FISERV SOLUTIONS LLC, CATALYST, AND THE RESPECTIVE AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS OF EACH OF THE FOREGOING FROM AND AGAINST ANY THIRD PARTY CLAIMS, SUITS, PROCEEDINGS, ACTIONS OR DEMANDS, INCLUDING CLAIMS OF ANOTHER FINANCIAL INSTITUTION, BUSINESS ENTITY, OR GOVERNMENTAL AUTHORITY, AND ALL LOSSES LIABILITIES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES, INCLUDING COURT COSTS AND REASONABLE ATTORNEY’S FEES AND EXPENSES, ARISING FROM SUCH CLAIMS, TO THE EXTENT SUCH CLAIMS ARE RELATED TO YOUR USE OF THE SERVICE OR THE CREDIT UNION TECHNOLOGY PARTNERS’ APPLICATIONS, UNLESS SUCH CLAIM DIRECTLY RESULTS FROM AN ACT OR OMMISSION MADE IN BAD FAITH BY THE CREDIT UNION OR ITS TECHNOLOGY PARTNERS. THE PROVISIONS OF THIS SECTION 13 SHALL SURVIVE TERMINATION OF THIS AGREEMENT.

Warranties and Indemnity. IN CONNECTION WITH YOUR USE OF THE SERVICE, YOU REPRESENT AND WARRANT THAT: (A) YOU WILL USE THE SERVICE AND RELATED TECHNOLOGY ONLY FOR LEGAL PURPOSES AND ONLY AS PROVIDED IN THIS AGREEMENT; (B) YOUR USE OF THE SERVICE WILL BE IN COMPLIANCE WITH APPLICABLE LAW, INDUSTRY STANDARDS, AND OUR POLICIES, PROCEDURES, AND SPECIFICATIONS AS AMENDED FROM TIME TO TIME; (C) YOU ARE A PAYEE AUTHORIZED TO ENFORCE EACH CHECK YOU TRANSMIT; (D) ALL CHECKS TRANSMITTED TO US AND RELATED INFORMATION ARE ACCURATE AND COMPLETE AND ONLY ELIGIBLE ITEMS AS PROVIDED IN THIS AGREEMENT WILL BE DEPOSITED; (E) YOU WILL COOPERATE WITH US WHEN NECESSARY IN CONNECTION WITH OUR PROVISION OF THE SERVICE; (F) THE QUALITY OF CHECKS AND THE IMAGES YOU TRANSMIT WILL BE SUCH THAT A LEGALLY EQUIVALENT SUBSTITUTE CHECK CAN BE CREATED;, (G) YOU WILL NOT TRANSMIT ANY ITEM IMAGE FILE TO US THAT CONTAINS A VIRUS OR OTHER HARMFUL COMPUTER CODE; (H) YOU WILL NOT DEPOSIT AN ORIGINAL PAPER CHECK THAT WAS ORIGINALLY DEPOSITED USING THIS YOU ATTEMPTED TO DEPOSIT (WHETHER SUCESSFULLY OR UNSUCCESSFULLY) THROUGH THE SERVICE UNLESS THE ITEM CANNOT BE ACCEPTED OR PROCESSED THROUGH THE SERVICE AND WE EXPRESSLY INSTRUCT YOU IN WRITING THAT YOU MAY DO SO; (I) THE ITEMS YOU SUBMIT WILL CONFORM TO OUR STANDARDS AND YOU WILL NOT BREACH THE TERMS OF THIS AGREEMENT AT ANY TIME; (J) CHECKS YOU SUBMIT ARE NOT COUNTERFEIT OR ALTERED AND THAT ALL SIGNATURES ON CHECKS ARE AUTHORIZED AND AUTHENTIC; (K) YOU EXPRESSLY ASSUME ALL OF THE WARRANTIES FOR THE COLLECTION AND PRESENTMENT OF CHECKS AS PROVIDED IN THE TEXAS UNIFORM COMMERCIAL CODE, INCLUDING WITHOUT LIMITATION, THE WARRANTIES SET FORTH IN TEXAS BUSINESS & COMMERCE CODE §SECTION 4.208; (L) YOU EXPRESSLY ASSUME ALL OF THE WARRANTIES AND INDEMNIFICATIONS OF CHECK 21, INCLUDING WITHOUT LIMITATION, THE WARRANTY THAT NO DEPOSITORY INSTITUTION, DRAWEE, DRAWER, OR INDORSER ENDORSER WILL RECEIVE PRESENTMENT OR RETURN OF, OR OTHERWISE BE CHARGED FOR, THE SUBSTITUTE CHECK, THE ORIGINAL CHECK, OR A PAPER OR ELECTRONIC REPRESENTATION OF THE SUBSTITUTE CHECK OR ORIGINAL CHECK SUCH THAT THAT THE PERSON WILL BE ASKED TO MAKE A PAYMENT BASED ON A CHECK THAT IT ALREADY HAS PAID; (M) WE WILL SUFFER NO LOSS AS A RESULT OF OUR ACCEPTANCE OF YOUR ITEMS OR YOUR USE OF THE SERVICE. ; TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD US HARMLESS FOR ALL COSTS, EXPENSES, LOSSES, AND LIABILITIES WE INCUR, INCLUDING WITHOUT LIMITATION, ATTORNEY’S ATTORNEY FEES, COURT COSTS, AND INTEREST, THAT ARISE OUT OF, RESULT FROM, OR RELATE TO YOUR BREACH OF ANY OF THE REPRESENTATIONS OR WARRANTIES IN THIS AGREEMENT.

Warranties and Indemnity. IN CONNECTION WITH YOUR USE OF THE SERVICE, YOU REPRESENT AND WARRANT THAT: (A) YOU WILL USE THE SERVICE AND RELATED TECHNOLOGY ONLY FOR LEGAL PURPOSES ONLY AND ONLY AS PROVIDED IN THIS AGREEMENT; (B) YOUR USE OF THE SERVICE WILL BE IN COMPLIANCE WITH APPLICABLE LAW, INDUSTRY STANDARDS, AND OUR POLICIES, PROCEDURES, AND SPECIFICATIONS AS AMENDED FROM TIME TO TIME; (C) YOU ARE A PAYEE OR AN AUTHORIZED REPRESENTATIVE OF THE PAYEE AUTHORIZED TO ENFORCE EACH CHECK ITEM YOU TRANSMIT; (D) ALL CHECKS ITEMS TRANSMITTED TO US AND ANY RELATED INFORMATION ARE ACCURATE AND COMPLETE AND ONLY ELIGIBLE ITEMS AS PROVIDED IN THIS AGREEMENT WILL BE DEPOSITED; (E) YOU WILL COOPERATE WITH US WHEN NECESSARY REQUESTED IN CONNECTION WITH OUR PROVISION OF THE SERVICE; (F) THE QUALITY OF CHECKS ITEMS AND THE IMAGES YOU TRANSMIT WILL BE SUCH THAT A LEGALLY EQUIVALENT SUBSTITUTE CHECK CAN BE CREATED;, (G) YOU WILL NOT TRANSMIT ANY ITEM IMAGE FILE TO US THAT CONTAINS A VIRUS OR OTHER HARMFUL COMPUTER CODE; (H) NEITHER YOU NOR ANY OTHER PERSON WILL NOT DEPOSIT AN ORIGINAL PAPER CHECK THAT WAS ORIGINALLY DEPOSITED USING THIS YOU ATTEMPTED TO DEPOSIT THROUGH THE SERVICE UNLESS THE ITEM CANNOT BE ACCEPTED OR PROCESSED THROUGH THE SERVICE AND WE EXPRESSLY INSTRUCT HAVE SPECIFICALLY NOTIFIED YOU IN WRITING THAT YOU MAY DO SO; (I) THE ITEMS YOU SUBMIT WILL CONFORM TO OUR STANDARDS AND YOU WILL NOT BREACH THE TERMS OF THIS AGREEMENT AT ANY TIME; (J) CHECKS ITEMS YOU SUBMIT ARE NOT COUNTERFEIT OR ALTERED AND THAT ALL SIGNATURES ON SUBMITTED CHECKS ARE AUTHORIZED AND AUTHENTIC; (K) YOU WILL BE RESPONSIBLE FOR ANY FRAUDULENT, INCORRECT, OR ILLEGIBLE ITEMS SENT TO US, WHETHER SENT INTENTIONALLY OR UNINTENTIONALLY; (L) YOU EXPRESSLY ASSUME ALL OF THE WARRANTIES FOR THE COLLECTION AND PRESENTMENT OF CHECKS AS PROVIDED IN THE TEXAS UNIFORM COMMERCIAL CODE, INCLUDING WITHOUT LIMITATION, THE WARRANTIES SET FORTH IN TEXAS BUSINESS & COMMERCE UNIFORM COMMERCIAL CODE §SECTION 4.208; (LM) YOU EXPRESSLY ASSUME ALL OF THE WARRANTIES AND INDEMNIFICATIONS OF CHECK 21, INCLUDING WITHOUT LIMITATION, THE WARRANTY THAT NO DEPOSITORY INSTITUTION, DRAWEE, DRAWER, OR INDORSER ENDORSER WILL RECEIVE PRESENTMENT OR RETURN OF, OR OTHERWISE BE CHARGED FOR, THE SUBSTITUTE CHECK, THE ORIGINAL CHECK, OR A PAPER OR ELECTRONIC REPRESENTATION OF THE SUBSTITUTE CHECK OR ORIGINAL CHECK SUCH THAT THAT THE PERSON WILL BE ASKED TO MAKE A PAYMENT BASED ON A CHECK THAT IT HAS ALREADY HAS PAID; (MN) WE WILL SUFFER NO LOSS AS A RESULT OF OUR ACCEPTANCE OF YOUR ITEMS OR YOUR USE OF THE SERVICE. ; TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD US HARMLESS FOR THE CREDIT UNION AND OUR TECHNOLOGY PARTNERS, INCLUDING BUT NOT LIMITED TO THE RESPECTIVE AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS OF EACH OF THE FOREGOING FROM ALL CLAIMS, ACTIONS, DAMAGES, COSTS, EXPENSES, LOSSES, AND LIABILITIES WE INCUR, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY’S FEESFEES AND RELATED EXPENSES, COURT COSTS, AND INTEREST, THAT ARISE OUT OF, RESULT FROM, OR RELATE TO (I) YOUR BREACH OF ANY OF THE REPRESENTATIONS OR WARRANTIES OR ANY OTHER PROVISONS OF THIS AGREEMENT, OR (II) YOUR USE OF THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CREDIT UNION AND ITS TECHNOLOGY PARTNERS, INCLUDING BUT NOT LIMITED TO IPARSE, LLC/URBAN FT, LLC AND THE RESPECTIVE PARENT COMPANIES, SUCCESSORS, AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS OF EACH OF THE FOREGOING FROM AND AGAINST ANY THIRD PARTY CLAIMS, SUITS, PROCEEDINGS, ACTIONS OR DEMANDS, INCLUDING CLAIMS OF ANOTHER FINANCIAL INSTITUTION, BUSINESS ENTITY, OR GOVERNMENTAL AUTHORITY, AND ALL LOSSES LIABILITIES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES, INCLUDING COURT COSTS AND REASONABLE ATTORNEY’S FEES AND EXPENSES, ARISING FROM SUCH CLAIMS, TO THE EXTENT SUCH CLAIMS ARE RELATED TO YOUR USE OF THE SERVICE OR THE CREDIT UNION TECHNOLOGY PARTNERS’ APPLICATIONS, UNLESS SUCH CLAIM DIRECTLY RESULTS FROM AN ACT OR OMMISSION MADE IN BAD FAITH BY THE CREDIT UNION OR ITS TECHNOLOGY PARTNERS. ALL OF THE PROVISIONS IN THIS SECTION 13 SHALL SURVIVE TERMINATION OF THIS AGREEMENT.