Nautilus 2000 Annual Report Download - page 62

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b. Indemnification by Household. Household shall be liable to and shall indemnify and hold harmless Merchant and its subsidiaries or Affiliates
and their respective officers, employees, agents and directors from any losses, damages, claims or complaints incurred by Merchant or any
subsidiary or affiliate of Merchant or their respective officers, employees, agents and directors arising out of (i)Household's failure to comply
with this Agreement or any of the Operating Instructions; (ii)any claim, dispute or complaint by a Cardholder made in good faith resulting from
anything done or not done by Household in connection with such Cardholder's Account; (iii)any illegal or improper conduct of Household, or
its employees or agents with respect to the Card, a Card Sale, an Account or any other matters relating to the Program; (iv)any claim, dispute,
complaint or setoff by a consumer made in good faith resulting from a violation by Household, with respect to the Application/Agreement, of
the Equal Credit Opportunity Act, Truth in Lending Act or any other act and related Applicable Laws and regulations; and (v)any claim, dispute
or complaint of any thirty party made in good faith in connection with advertisements and promotions prepared by Household relating to the
Card. Notwithstanding the foregoing, the indemnification by Household shall not apply to any claim or complaint relating to the failure of
Merchant to resolve a billing inquiry or dispute with a Cardholder where such failure was not caused by Household.
c. Internet Purchases. Merchant shall reimburse Household for any losses suffered by Household for any reason if Merchant ships to an address
that does not match Household's billing address.
d. Notice of Claim& Survival. In the event that Household or Merchant shall receive any claim or demand or be subject to any suit or
proceeding of which a claim may be made against the other under this Section, the indemnified party shall give prompt written notice thereof to
the indemnifying party and the indemnifying party will be entitled to participate in the settlement or defense thereof with counsel satisfactory to
indemnified party at the indemnifying party's expense. In any case, the indemnifying party and the indemnified party shall cooperate (at no cost
to the indemnified party) in the settlement or defense of any such claim, demand, suit, or proceeding. The terms of this Section 13 shall survive
the termination of this Agreement.
Section14.Nonwaiver. Merchant's liability under this Agreement, including, without limitation, its liability under Section6 above, shall not be
affected by any settlement, extension, forbearance, or variation in terms that Household may grant in connection with any Sales Slip or Account
or by the discharge or release of the obligations of the Cardholder(s) or any other person by operation of law or otherwise. Merchant hereby
waives any failure or delay on Household's part in asserting or enforcing any right that Household may have at any time under this Agreement
or under any Account.
Section15.Term and Termination.
a. Term. This Agreement shall be effective as of the Effective Date and shall remain in effect for three (3)years (" Initial Term "), subject to
earlier termination as set forth below. Thereafter, this Agreement shall be automatically renewed for successive one year terms (the " Renewal
Term(s) ") unless and until terminated as provided herein. The termination of this Agreement shall not affect the rights and obligations of the
parties with respect to transactions and occurrences which take place prior to the effective date of termination, except as otherwise provided
herein.
b. Termination. This Agreement may be terminated:
(i)By Household or Merchant at the end of the Initial Term or the end of any Renewal Term upon not less than ninety (90)days prior
written notice to the other;
(ii)By either party upon notice to the other in the event the other party shall elect to wind up or dissolve its operation or is wound up and
dissolved; becomes insolvent or repeatedly fails to pay its debts as they become due; makes an assignment for the benefit of creditors;
files a voluntary petition in bankruptcy, or for reorganization or is adjudicated as bankrupt or insolvent; or has a liquidator or trustee
appointed over its affairs; and
58
2002. EDGAR Online, Inc.