Common use of Liability Limitations and Indemnification Clause in Contracts

Liability Limitations and Indemnification. We will exercise reasonable care in processing Non-Consumer Transactions. You will exercise reasonable care in examining statements and initiating Non-Consumer Transactions. Unless otherwise required by applicable law, we are only responsible for performing Services as expressly stated in this Agreement, and will only be liable for material losses incurred by you to the extent such losses directly result from our gross negligence or intentional misconduct. If we become liable to you for interest compensation under this Agreement or applicable law, such interest shall be calculated based on the average federal funds rate at the Federal Reserve Bank in the district where the Bank is headquartered for each day interest is due, computed on the basis of a 360-day year. UNLESS OTHERWISE REQUIRED BY LAW, IN NO EVENT WILL THE BANK BE LIABLE TO YOU FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR ATTORNEYS’ FEES, RESULTING FROM OUT ACT OR OMISSIONS PURSUANT TO THIS AGREEMENT, EVEN IF WE ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.‌ THE MAXIMUM AGGREGATE LIABILITY OF US FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OR CAUSE OF ACTION, SHALL BE THE LESSER OF THE AMOUNT YOU ORIGINALLY PAID FOR THE SERVICE, PRODUCTS OR MATERIALS or $25,000.00. We will not be obligated to honor, in whole or in part, any transaction or instruction or communication which:  Is not in accordance with any term or condition applicable to the relevant Service or Account;  We have reason to believe may not be authorized by you or any third person whose authorization we believe is necessary or involves funds subject to hold, dispute, restriction or legal process we believe prevents their withdrawal, transfer or availability;  Would result in us exceeding any limitation of our net funds position established pursuant to present or future Federal Reserve guidelines;  Would violate any applicable law, rule or regulation, or any guidance or directive of any federal or state regulatory authority;  Is not in accordance with any other requirement of our applicable policies, procedures or practices; or  We have reasonable cause not to honor for our or your protection.

Liability Limitations and Indemnification. We will exercise reasonable care in processing Non-Consumer Transactions. You will exercise reasonable care in examining statements and initiating Non-Consumer Transactions. Unless otherwise required by applicable law, we are only responsible for performing Services as expressly stated in this Agreement, and will only be liable for material losses incurred by you to the extent such losses directly result from our gross negligence or intentional misconduct. If we become liable to you for interest compensation under this Agreement or applicable law, such interest shall be calculated based on the average federal funds rate at the Federal Reserve Bank in the district where the Bank is headquartered for each day interest is due, computed on the basis of a 360-day year. UNLESS OTHERWISE REQUIRED BY LAW, IN NO EVENT WILL THE BANK BE LIABLE TO YOU FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR ATTORNEYS’ ' FEES, RESULTING FROM OUT ACT OUR ACTS OR OMISSIONS PURSUANT TO THIS AGREEMENT, EVEN IF WE ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.‌ DAMAGES. THE MAXIMUM AGGREGATE LIABILITY OF US FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OR CAUSE OF ACTION, SHALL BE THE LESSER OF THE AMOUNT YOU ORIGINALLY PAID FOR THE SERVICE, PRODUCTS OR MATERIALS or $25,000.00. We will not be obligated to honor, in whole or in part, any transaction or instruction or communication which:   Is not in accordance with any term or condition applicable to the relevant Service or Account;   We have reason to believe may not be authorized by you or any third person whose authorization we believe is necessary or involves funds subject to hold, dispute, restriction or legal process we believe prevents their withdrawal, transfer or availability;   Would result in us exceeding any limitation of our net funds position established pursuant to present or future Federal Reserve guidelines;   Would violate any applicable law, rule or regulation, or any guidance or directive of any federal or state regulatory authority;   Is not in accordance with any other requirement of our applicable policies, procedures or practices; or   We have reasonable cause not to honor for our or your protection.