Common use of Limits of Liability Clause in Contracts

Limits of Liability. Sub-merchant agrees to provide Acquirer, via a communication with Provider, with written notice of any alleged breach by Acquirer of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant’s sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreement. In the event that Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Agreement, Sub-merchant shall proceed against Provider and not against Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have any liability to Sub- merchant with respect to this Agreement or the Services. Sub-merchant acknowledges Acquirer is only providing this Agreement to assist in Provider’s processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by Provider, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by Provider. If Provider is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services directly, Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer’s relationship with Sub-merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Agreement will govern Acquirer’s relationship with Sub-merchant.

Limits of Liability. Sub-merchant agrees to provide Acquirer, via a communication with Provider, with written notice of any alleged breach by Acquirer of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant’s sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreement. In the event that Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Agreement, Sub-merchant shall proceed against Provider and not against Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have any liability to Sub- Sub-merchant with respect to this Agreement or the Services. Sub-Sub- merchant acknowledges Acquirer is only providing this Agreement to assist in Provider’s processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by Provider, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by Provider. If Provider is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services directly, Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer’s relationship with Sub-merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Agreement will govern Acquirer’s relationship with Sub-merchant.

Limits of Liability. The Sub-merchant agrees to provide the Acquirer, via a communication with the Provider, with a written notice of any alleged breach by the Acquirer of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by the Sub-merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The Sub-merchant’s sole and exclusive remedy for any and all claims against the Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreement. In the event that the Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Agreement, Sub-merchant shall proceed against the Provider and not against the Acquirer, unless otherwise specifically set forth in the Operating RegulationsRules. In no event shall the Acquirer have any liability to Sub- the Sub-merchant with respect to this Agreement or the Services. The Sub-merchant acknowledges that (i) the Acquirer is only providing this Agreement to assist in Provider’s processing relationship with Sub-the Sub- merchant, that (ii) the Acquirer is not liable for any action or failure to act by Provider, the Provider and that (iii) the Acquirer shall have no liability whatsoever in connection with any products or services provided to the Sub-merchant by the Provider. If the Provider is unable to provide its services to the Sub-merchant in connection with this Agreement and the Acquirer elects to provide those services directly, the Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreementmerchant agreement, which would be provided to the Sub-merchant, will govern the Acquirer’s relationship with the Sub-merchant. If the Provider subsequently provides its services to the Sub-merchant in connection with this Agreement, the Acquirer will cease to provide such services after receipt of notice from the Provider and this Agreement will govern the Acquirer’s relationship with the Sub-merchant.

Limits of Liability. Sub-merchant Merchant agrees to provide Acquirer, via a communication with ProviderAutobooks, with written notice of any alleged breach by Acquirer of this Agreementthese Supplemental Terms, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant Merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENTTHESE SUPPLEMENTAL TERMS, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchantMerchant’s sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreementthese Supplemental Terms. In the event that Sub-merchant Merchant has any claim arising in connection with the Card Processing Services, rights, and/or obligations defined in this Agreementthese Supplemental Terms, Subother than Acquirer’s failure to settle funds to the Merchant-merchant Owned Designated Account or to the Provider Designated Account, Merchant shall proceed against Provider Autobooks and not against Acquirer, unless otherwise specifically set forth in the Operating RegulationsRules. In no event shall Acquirer have any liability to Sub- merchant Merchant with respect to this Agreement these Supplemental Terms or the Card Processing Services, except that Acquirer shall be liable to Merchant for its failure to settle funds in accordance with Section 3 of these Supplemental Terms. Sub-merchant Merchant acknowledges Acquirer is only providing this Agreement these Supplemental Terms to assist in ProviderAutobooks’s processing relationship with Sub-merchantMerchant, that Acquirer is not liable for any action or failure to act by ProviderAutobooks, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant Merchant by Provider. If Provider is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services directly, Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer’s relationship with Sub-merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Agreement will govern Acquirer’s relationship with Sub-merchantAutobooks.

Limits of Liability. Sub-merchant agrees to provide Acquirer, via a communication with Provider, with written notice of any alleged breach by Acquirer of this Sub-Merchant Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS SUB-MERCHANT AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant’s sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Sub-Merchant Agreement. In the event that Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Sub-Merchant Agreement, Sub-merchant shall proceed against Provider and not against Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have any liability to Sub- Sub-merchant with respect to this Sub-Merchant Agreement or the Services. Sub-Sub- merchant acknowledges Acquirer is only providing this Sub-Merchant Agreement to assist in Provider’s processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by Provider, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by Provider. If Provider is unable to provide its services to Sub-merchant in connection with this Sub-Merchant Agreement and Acquirer elects to provide those services directly, Sub-merchant acknowledges and agrees that the provisions of this Sub-Merchant Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer’s relationship with Sub-merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Sub-Merchant Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Sub-Merchant Agreement will govern Acquirer’s relationship with Sub-merchant.

Limits of Liability. Sub-merchant agrees to provide Acquirer, via a communication with Provider, with written notice of any alleged breach by Acquirer of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant’s sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreement. In the event that Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Agreement, Sub-merchant shall proceed against Provider and not against Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have any liability to Sub- Sub-merchant with respect to this Agreement or the Services. Sub-merchant acknowledges Acquirer is only providing this Agreement to assist in Provider’s processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by Provider, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by Provider. If Provider is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services directly, Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer’s relationship with Sub-merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Agreement will govern Acquirer’s relationship with Sub-merchant.

Limits of Liability. The Sub-merchant agrees to provide the Acquirer, via a communication with the Provider, with a written notice of any alleged breach by the Acquirer of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by the Sub-merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The Sub-merchant’s sole and exclusive remedy for any and all claims against the Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreement. In the event that the Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Agreement, Sub-merchant shall proceed against the Provider and not against the Acquirer, unless otherwise specifically set forth in the Operating RegulationsRules. In no event shall the Acquirer have any liability to Sub- the Sub-merchant with respect to this Agreement or the Services. Sub-The Sub- merchant acknowledges that (i) the Acquirer is only providing this Agreement to assist in Provider’s processing relationship with the Sub-merchant, that (ii) the Acquirer is not liable for any action or failure to act by Provider, the Provider and that (iii) the Acquirer shall have no liability whatsoever in connection with any products or services provided to the Sub-merchant by the Provider. If the Provider is unable to provide its services to the Sub-merchant in connection with this Agreement and the Acquirer elects to provide those services directly, the Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreementmerchant agreement, which would be provided to the Sub-merchant, will govern the Acquirer’s relationship with the Sub-merchant. If the Provider subsequently provides its services to the Sub-merchant in connection with this Agreement, the Acquirer will cease to provide such services after receipt of notice from the Provider and this Agreement will govern the Acquirer’s relationship with the Sub-merchant.

Limits of Liability. Sub-merchant agrees This warranty does not apply to provide Acquirerproduct damaged by aggressive water conditions, via foreign matter in water, vandal- ism, negligence, physical damage, installation not in accordance with RG3 Meter Company’s installation instructions, misapplication or other use not as described above, acts of God or other conditions beyond the control of RG3 Meter Company. If a communication product is claimed to breach the accuracy guarantees as stated herein, the customer shall submit a certified copy of the test results at the time the product is returned to RG3 Meter Company. The guarantees as to accuracy shall be void if an examination of the customer’s water supply shows an unusually adverse effect on product. Any description of product, whether in writing or made orally by RG3 Meter Company or its agents, specifications, samples, literature, models, bulletins, drawings, diagrams, engineering sheets or similar materials used in connection with Providerany customer’s order, inconsistent with written notice of any alleged breach by Acquirer the terms of this Agreementwarranty, which notice will specifically detail are for the sole purpose of identifying product and shall not be construed as an express or implied guarantee. Any suggestions by RG3 Meter Company or its agents regarding use, application or suitability of product shall not be construed as an express or implied guarantee unless confirmed to be such alleged breach, within thirty (30) days in writing by RG3 Meter Company. The laws of the date on which the alleged breach first occurredState of Texas, excluding its conflicts of law rules shall exclusively govern this warranty. Failure to so provide notice If any provision hereof, partly or completely, shall be deemed an acceptance by Sub-merchant held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision or portion hereof and a waiver of any and all rights to dispute these terms shall be construed as if such breachinvalid or unenforceable provision or portion thereof had never existed. THE FOREGOING EXPRESS GUARANTEE IS IN LIEU OF ALL OTHER GUARANTEES OR WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY (EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENTWARRANTY OF TITLE), ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR AND FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant’s sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this AgreementCUSTOMER’S EXCLUSIVE REMEDY AND RG3 METER COMPANY’S AND ITS AUTHORIZED DISTRIBUTORS’ SOLE LIABILITY ON ANY CLAIM, WHETHER IN TORT (INCLUDING STRICT LIABILITY), NEGLIGENCE, CONTRACT, WARRANTY OR OTHERWISE, FOR ANY PRODUCT WHICH FAILS TO MEET THE TERMS OF THE GUARANTEE STATED ABOVE, SHALL BE LIMITED TO REPAIR OR REPLACEMENT AS DESCRIBED ABOVE. In the event that Sub-merchant has any claim arising in connection with the ServicesIN NO EVENT SHALL RG3 METER COMPANY AND/OR ITS AUTHORIZED DISTRIBUTORS BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, rightsINCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUE, and/or obligations defined in this AgreementLOSS OF USE, Sub-merchant shall proceed against Provider and not against AcquirerCOST OF CAPITAL, unless otherwise specifically COST OF SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME COSTS, DELAYS AND CLAIMS OF CUSTOMERS OF THE CUSTOMER OR OTHER THIRD PARTIES. The limitations on liability set forth in the Operating Regulationsthis Warranty Agreement are fundamental inducements to RG3 Meter Company for entering into this Warranty Agreement. In no event shall Acquirer have any Such limitations on liability apply unconditionally and in all respects and are to Sub- merchant with respect to this Agreement or the Services. Sub-merchant acknowledges Acquirer is only providing this Agreement to assist in Provider’s processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by Provider, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by Provider. If Provider is unable be interpreted broadly to provide its services to Sub-merchant in connection the RG3 Meter Company with this Agreement and Acquirer elects to provide those services directly, Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer’s relationship with Sub-merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Agreement will govern Acquirer’s relationship with Sub-merchantmaximum protection permitted under law.

Limits of Liability. Sub-merchant agrees to provide Acquirer, via a communication with Provider, with written notice of any alleged breach by Acquirer of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant’s sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreement. In the event that Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Agreement, Sub-merchant shall proceed against Provider and not against Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have h ave any liability to Sub- Sub-merchant with respect to this Agreement or the Services. Sub-merchant acknowledges Acquirer is only providing this Agreement to assist in Provider’s processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by Provider, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by Provider. If Provider is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services directly, Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer’s relationship with Sub-Sub- merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Agreement will govern Acquirer’s relationship with Sub-merchant.

Limits of Liability. Sub-merchant agrees to provide Acquirer, via a communication with Provider, with written notice of any alleged breach by Acquirer of this Sub-Merchant Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS SUB-MERCHANT AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant’s sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Sub-Merchant Agreement. In the event that Sub-merchant has any claim arising in connection with the Services, rights, and/or and/ or obligations defined in this Sub-Merchant Agreement, Sub-merchant shall proceed against Provider and not against Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have any liability to Sub- Sub-merchant with respect to this Sub-Merchant Agreement or the Services. Sub-merchant acknowledges Acquirer is only providing this Sub-Merchant Agreement to assist in Provider’s processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by Provider, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by Provider. If Provider is unable to provide its services to Sub-merchant in connection with this Sub-Merchant Agreement and Acquirer elects to provide those services directly, Sub-merchant acknowledges and agrees that the provisions of this Sub-Merchant Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer’s relationship with Sub-merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Sub-Merchant Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Sub-Merchant Agreement will govern Acquirer’s relationship with Sub-merchant.

Limits of Liability. Sub-merchant agrees to provide Acquirer, via a communication with Provider, with written notice of any alleged breach by Acquirer of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant’s sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreement. In the event that Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Agreement, Sub-merchant shall proceed against Provider and not against Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have any liability to Sub- Sub-merchant with respect to this Agreement or the Services. Sub-merchant acknowledges Acquirer is only providing this Agreement to assist in Provider’s processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by Provider, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by Provider. If Provider is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services directly, Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer’s relationship with Sub-merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Agreement will govern Acquirer’s relationship with Sub-merchant.

Limits of Liability. Sub-merchant agrees to provide Acquirer, via a communication with Provider, with written notice of any alleged breach by Acquirer of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant’s sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreement. In the event that Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Agreement, Sub-merchant shall proceed against Provider and not against Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have any liability to Sub- Sub-merchant with respect to this Agreement or the Services. Sub-merchant acknowledges Acquirer is only providing this Agreement to assist in Provider’s processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by Provider, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by Provider. If Provider is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services directly, Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer’s relationship with Sub-Sub- merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Agreement will govern Acquirer’s relationship with Sub-merchant.

Limits of Liability. Sub-merchant agrees to provide Acquirer, via a communication with Provider, with written notice of any alleged breach by Acquirer of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant’s sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreement. In the event that Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Agreement, Sub-merchant shall proceed against Provider and not against Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have any liability to Sub- Sub-merchant with respect to this Agreement or the Services. Sub-Sub- merchant acknowledges Acquirer is only providing this Agreement to assist in Provider’s processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by Provider, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by Provider. If Provider is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services directly, Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer’s relationship with Sub-merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Agreement will govern Acquirer’s relationship with Sub-Sub- merchant.

Limits of Liability. The Sub-merchant agrees to provide the Acquirer, via a communication with the Provider, with a written notice of any alleged breach by the Acquirer of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by the Sub-merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The Sub-merchant’s sole and exclusive remedy for any and all claims against the Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreement. In the event that the Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Agreement, Sub-merchant shall proceed against the Provider and not against the Acquirer, unless otherwise specifically set forth in the Operating RegulationsRules. In no event shall the Acquirer have any liability to Sub- the Sub-merchant with respect to this Agreement or the Services. The Sub-merchant acknowledges that (i) the Acquirer is only providing this Agreement to assist in Provider’s processing relationship with the Sub-merchant, that (ii) the Acquirer is not liable for any action or failure to act by Provider, the Provider and that (iii) the Acquirer shall have no liability whatsoever in connection with any products or services provided to the Sub-merchant by the Provider. If the Provider is unable to provide its services to the Sub-merchant in connection with this Agreement and the Acquirer elects to provide those services directly, the Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreementmerchant agreement, which would be provided to Sub-the Sub- merchant, will govern the Acquirer’s relationship with the Sub-merchant. If the Provider subsequently provides its services to the Sub-merchant in connection with this Agreement, the Acquirer will cease to provide such services after receipt of notice from the Provider and this Agreement will govern the Acquirer’s relationship with the Sub-merchant.

Limits of Liability. Sub-merchant agrees This warranty does not apply to provide Acquirerproduct damaged by aggressive water conditions, via foreign matter in water, vandalism, negligence, physical damage, installation not in accordance with RG3 Meter Company’s installa- tion instructions, misapplication or other use not as described above, acts of God or other conditions be- yond the control of RG3 Meter Company. If a communication product is claimed to breach the accuracy guarantees as stated herein, the customer shall submit a certified copy of the test results at the time the product is returned to RG3 Meter Company. The guarantees as to accuracy shall be void if an examination of the customer’s wa- ter supply shows an unusually adverse effect on product. Any description of product, whether in writing or made orally by RG3 Meter Company or its agents, specifications, samples, literature, models, bulletins, drawings, diagrams, engineering sheets or similar materials used in connection with Provider, any customer’s order inconsistent with written notice of any alleged breach by Acquirer the terms of this Agreementwarranty are for the sole purpose of identifying product and shall not be construed as an express or implied guarantee. Any suggestions by RG3 Meter Company or its agents re- xxxxxxx use, which notice will specifically detail application or suitability of product shall not be construed as an express or implied guarantee unless confirmed to be such alleged breach, within thirty (30) days in writing by RG3 Meter Company. The laws of the date on which the alleged breach first occurredState of Texas, excluding its conflicts of law rules shall exclusively govern this warranty. Failure to so provide notice If any provision hereof, partly or completely, shall be deemed an acceptance by Sub-merchant held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision or portion hereof and a waiver of any and all rights to dispute these terms shall be construed as if such breachinvalid or unenforceable provision or portion thereof had never existed. THE FOREGOING EXPRESS GUARANTEE IS IN LIEU OF ALL OTHER GUARANTEES OR WARRANTIES WHATSO- EVER, WHETHER EXPRESS, IMPLIED OR STATUTORY (EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENTWARRANTY OF TITLE), ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR AND FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant’s sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this AgreementCUSTOMER’S EXCLUSIVE REMEDY AND RG3 METER COMPANY’S AND ITS AUTHORIZED DISTRIBUTORS’ SOLE LIABILITY ON ANY CLAIM, WHETHER IN TORT (INCLUDING STRICT LIABILITY), NEGLIGENCE, CONTRACT, WAR- RANTY OR OTHERWISE, FOR ANY PRODUCT WHICH FAILS TO MEET THE TERMS OF THE GUARANTEE STATED ABOVE, SHALL BE LIMITED TO REPAIR OR REPLACEMENT AS DESCRIBED ABOVE. In the event that Sub-merchant has any claim arising in connection with the ServicesIN NO EVENT SHALL RG3 METER COMPANY AND/OR ITS AUTHORIZED DISTRIBUTORS BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, rightsINCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUE, and/or obligations defined in this AgreementLOSS OF USE, Sub-merchant shall proceed against Provider and not against AcquirerCOST OF CAPITAL, unless otherwise specifically COST OF SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME COSTS, DELAYS AND CLAIMS OF CUSTOMERS OF THE CUSTOMER OR OTHER THIRD PARTIES. The limitations on liability set forth in the Operating Regulationsthis Warranty Agreement are fundamental inducements to RG3 Meter Company for entering into this Warranty Agreement. In no event shall Acquirer have any Such limitations on liability apply unconditionally and in all respects and are to Sub- merchant with respect to this Agreement or the Services. Sub-merchant acknowledges Acquirer is only providing this Agreement to assist in Provider’s processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by Provider, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by Provider. If Provider is unable be interpreted broadly to provide its services to Sub-merchant in connection the RG3 Meter Company with this Agreement and Acquirer elects to provide those services directly, Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer’s relationship with Sub-merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Agreement will govern Acquirer’s relationship with Sub-merchantmaximum protection permitted under law.

Limits of Liability. Sub-merchant agrees to provide Acquirer, via a communication with Provider, with written notice of any alleged breach by Acquirer of this Sub-merchant Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS SUB-MERCHANT AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-Sub- merchant’s sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Sub-merchant Agreement. In the event that Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Sub-merchant Agreement, Sub-merchant shall proceed against Provider and not against Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have any liability to Sub- Sub-merchant with respect to this Sub-merchant Agreement or the Services. Sub-Sub- merchant acknowledges Acquirer is only providing this Sub-merchant Agreement to assist in Provider’s processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by Provider, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by Provider. If Provider is unable to provide its services to Sub-merchant in connection with this Sub-merchant Agreement and Acquirer elects to provide those services directly, Sub-Sub- merchant acknowledges and agrees that the provisions of this Sub-merchant Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreement, which would be provided to Sub-Sub- merchant, will govern Acquirer’s relationship with Sub-merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Sub-merchant Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Sub-merchant Agreement will govern Acquirer’s relationship with Sub-merchant.

Limits of Liability. Sub-merchant agrees to provide Acquirer, via a communication with Provider, with written notice of any alleged breach by Acquirer of this Sub-Merchant Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS SUB-MERCHANT AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-Sub- merchant’s sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Sub-Merchant Agreement. In the event that Sub-Sub- merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Sub- Merchant Agreement, Sub-merchant shall proceed against Provider and not against Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have any liability to Sub- Sub-merchant with respect to this Sub-Merchant Agreement or the Services. Sub-merchant acknowledges Acquirer is only providing this Sub-Merchant Agreement to assist in Provider’s processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by Provider, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by Provider. If Provider is unable to provide its services to Sub-merchant in connection with this Sub-Merchant Agreement and Acquirer elects to provide those services directly, Sub-merchant acknowledges and agrees that the provisions of this Sub-Merchant Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer’s relationship with Sub-merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Sub-Merchant Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Sub-Merchant Agreement will govern Acquirer’s relationship with Sub-merchant.

Limits of Liability. Sub-merchant agrees to provide Acquirer, via a communication with Provider, with written notice of any alleged breach by Acquirer of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant’s sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreement. In the event that Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Agreement, Sub-merchant shall proceed against Provider and not against Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have any liability to Sub- Sub-merchant with respect to this Agreement or the Services. Sub-Sub- merchant acknowledges Acquirer is only providing this Agreement to assist in Provider’s processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by Provider, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by Provider. If Provider is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services directly, Sub-Sub- merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreement, which would be provided to Sub-Sub- merchant, will govern Acquirer’s relationship with Sub-merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Agreement will govern Acquirer’s relationship with Sub-Sub- merchant.

Limits of Liability. Sub-merchant agrees to provide Acquirer, via a communication with ProviderCompany, with written notice of any alleged breach beach by Acquirer of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant’s 's sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreement. In the event that Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Agreement, Sub-merchant shall proceed against Provider Company and not against Acquirer, unless otherwise specifically set forth in the Operating RegulationsRules. In no event shall Acquirer have any liability to Sub- Sub-merchant with respect to this Agreement or the Services. Sub-merchant acknowledges Acquirer is only providing this Agreement to assist in Provider’s Company's processing relationship with Sub-Sub- merchant, that Acquirer is not liable for any action or failure to act by ProviderCompany, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by ProviderCompany. If Provider Company is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services services, directly, Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s 's then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer’s 's relationship with Sub-merchant. If Provider Company subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from Provider Company and this Agreement will govern Acquirer’s 's relationship with Sub-merchant.

Limits of Liability. Sub-merchant Nuvei will be responsible for the performance of its responsibilities in accordance with the terms of this Agreement and the Rules and applicable Regulations. Neither Nuvei nor any Nuvei Affiliates will accept responsibility for errors, acts, or failure to act by others, including but not limited to, banks, communication providers, common carriers, or clearing houses through which Entries or Payment Instructions may be passed and or originated. Neither Nuvei not any Nuvei Affiliate is not responsible for any loss, liability or delay caused by fires, earthquakes, war, civil disturbances, pandemics, power surges or failures, acts of governments, labor disputes, failures in communication networks, intervening negligent, criminal or tortious acts of third parties who are not within Nuvei’s control or employ, legal constraints or other events beyond the control of Nuvei. Nuvei shall not be liable to Merchant for any delays in receipt or transmittal of funds or errors in Entries or Payment Instructions caused by third parties, including, without limitation, the Automated Clearing House, any depository financial institution, Sending Participant or any agent of Merchant. Nuvei’s liability with respect to any Entry or Payment Instruction may not exceed the amount of such Entry or Payment Instruction, less any applicable fees and charges. Merchant acknowledges and agrees that its sole remedy, if any, for Nuvei or any Nuvei Affiliates’ failure to provide Acquirer, via a communication with Provider, with written notice of any alleged breach by Acquirer the Nuvei Services as provided for in this Agreement shall be against Nuvei pursuant to the terms of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant’s sole and exclusive remedy for that Merchant hereby expressly waives any and all claims against Acquirer any Nuvei Affiliate performing any part of the Nuvei Services. This waiver shall apply whether such claim arises out of contract or tort law, or whether such claim lies in equity or at law and regardless of whether either party knew or should have known of the likelihood of damages arising out of such a claim. If there are errors, omissions, interruptions or delays resulting from Nuvei’s or any Nuvei Affiliates’ performance or any failure to perform, Nuvei’s liability shall be limited to correcting such errors, if commercially reasonable. Neither party shall be liable to the other for any punitive, incidental, indirect, special or consequential damages, whether or not: (i) any claim for such damages is based on tort or contract law, or (ii) either party knew or should have known the likelihood of these damages in any way related situation. Merchant waives all claims against Nuvei for any loss, claim, demand, penalty, action, delay, cost or expense (including reasonable attorneys’ fees) of any kind unless Xxxxxxxx provides written notice to Nuvei of the occurrence that gave rise to the transactions contemplated herein shall be termination alleged liability within 30 days after Xxxxxxxx knew or should have known of this Agreementthe occurrence. In addition to what is provided herein, Nuvei’s cumulative liability for itself and any Nuvei Affiliates towards Merchant for any reason whatsoever shall not exceed the event that Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Agreement, Sub-merchant shall proceed against Provider and not against Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have any liability to Sub- merchant with respect amount of fees received by Nuvei pursuant to this Agreement or for services performed in the Services. Sub-merchant acknowledges Acquirer is only providing this Agreement to assist in Provider’s processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by Provider, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by Provider. If Provider is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services directly, Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer’s relationship with Sub-merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Agreement will govern Acquirer’s relationship with Sub-merchantimmediately preceding six (6) months.

Limits of Liability. Sub-merchant Merchant agrees to provide Acquirer, via a communication with ProviderPayrix, with written notice of any alleged breach beach by Acquirer of this Merchant Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant Merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS MERCHANT AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant’s Merchant's sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Merchant Agreement. In the event that Sub-merchant Sub- Merchant has any claim arising in connection with the Acquirer Services, rights, and/or obligations defined in this Merchant Agreement, Sub-merchant Merchant shall proceed against Provider Payrix and not against Acquirer, unless otherwise specifically set forth in the Operating RegulationsRules. In no event shall Acquirer have any liability to Sub- merchant Sub-Merchant with respect to this Merchant Agreement or the Acquirer Services. Sub-merchant Merchant acknowledges Acquirer is only providing this Merchant Agreement to assist in Provider’s Payrix's processing relationship with Sub-merchantMerchant, that Acquirer is not liable for any action or failure to act by ProviderPayrix, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant Merchant by ProviderPayrix. If Provider Payrix is unable to provide its services to Sub-merchant Merchant in connection with this Merchant Agreement and Acquirer elects to provide those services services, directly, Sub-merchant Merchant acknowledges and agrees that the provisions of this Merchant Agreement will no longer apply and the terms of Acquirer’s 's then current Bank Card Merchant Agreement, which would be provided to Sub-merchantMerchant, will govern Acquirer’s 's relationship with Sub-merchantMerchant. If Provider Payrix subsequently provides its services to Sub-merchant Merchant in connection with this Merchant Agreement, Acquirer will cease to provide such services after receipt of notice from Provider Payrix and this Merchant Agreement will govern Acquirer’s 's relationship with Sub-merchantMerchant.

Limits of Liability. Sub-merchant Merchant agrees to provide Acquirer, via a communication with ProviderPayrix, with written notice of any alleged breach beach by Acquirer of this Merchant Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant Merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENTMERCHANT AGREEMENT AND ANY IMPLIED CONDITION, GUARANTEE OR WARRANTY THE EXCLUSION OF WHICH WOULD CONTRAVENE ANY STATUTE OR CAUSE THIS CLAUSE TO BE VOID, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. To the fullest extent permitted by law, Sub-merchant’s Merchant's sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Merchant Agreement. In the event that Sub-merchant Merchant has any claim arising in connection with the Acquirer Services, rights, and/or obligations defined in this Merchant Agreement, Sub-merchant Merchant shall proceed against Provider Payrix and not against Acquirer, unless otherwise specifically set forth in the Operating RegulationsRules or any applicable laws. In no event shall Acquirer have any liability to Sub- merchant Sub-Merchant with respect to this Merchant Agreement or the Acquirer Services. Sub-merchant Merchant acknowledges Acquirer is only providing this Merchant Agreement to assist in Provider’s Payrix's processing relationship with Sub-merchantMerchant, that Acquirer is not liable for any action or failure to act by ProviderPayrix, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant Sub- Merchant by ProviderPayrix. If Provider Payrix is unable to provide its services to Sub-merchant Merchant in connection with this Merchant Agreement and Acquirer elects to provide those services services, directly, Sub-merchant Merchant acknowledges and agrees that the provisions of this Merchant Agreement will no longer apply and the terms of Acquirer’s 's then current Bank Card Merchant Agreement, which would be provided to Sub-merchantMerchant, will govern Acquirer’s 's relationship with Sub-merchantMerchant. If Provider Payrix subsequently provides its services to Sub-merchant Merchant in connection with this Merchant Agreement, Acquirer will cease to provide such services after receipt of notice from Provider Payrix and this Merchant Agreement will govern Acquirer’s 's relationship with Sub-merchantMerchant.

Limits of Liability. Sub-merchant agrees to provide Acquirer, via a communication with Provider, with written notice of any alleged breach by Acquirer of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all andall rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant’s sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreement. In the event that Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Agreement, Sub-merchant shall proceed against Provider and not against Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have any liability to Sub- merchant with respect to this Agreement or the Services. Sub-merchant acknowledges Acquirer is only providing this Agreement to assist in Provider’s processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by Provider, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by Provider. If Provider is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services directly, Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer’s relationship with Sub-Sub- merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Agreement will govern Acquirer’s relationship with Sub-merchant.

Limits of Liability. The Sub-merchant agrees to provide the Acquirer, via a communication with the Provider, with a written notice of any alleged breach by the Acquirer of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-the Sub- merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The Sub-merchant’s sole and exclusive remedy for any and all claims against the Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreement. In the event that the Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Agreement, Sub-merchant shall proceed against the Provider and not against the Acquirer, unless otherwise specifically set forth in the Operating RegulationsRules. In no event shall the Acquirer have any liability to Sub- the Sub-merchant with respect to this Agreement or the Services. The Sub-merchant acknowledges that (i) the Acquirer is only providing this Agreement to assist in Provider’s processing relationship with the Sub-merchant, that (ii) the Acquirer is not liable for any action or failure to act by Provider, the Provider and that (iii) the Acquirer shall have no liability whatsoever in connection with any products or services provided to the Sub-merchant by the Provider. If the Provider is unable to provide its services to the Sub-merchant in connection with this Agreement and the Acquirer elects to provide those services directly, the Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreementmerchant agreement, which would be provided to Sub-the Sub- merchant, will govern the Acquirer’s relationship with the Sub-merchant. If the Provider subsequently provides its services to the Sub-merchant in connection with this Agreement, the Acquirer will cease to provide such services after receipt of notice from the Provider and this Agreement will govern the Acquirer’s relationship with the Sub-merchant.

Limits of Liability. The Sub-merchant agrees to provide the Acquirer, via a communication with the Provider, with a written notice of any alleged breach by the Acquirer of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-the Sub- merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The Sub-merchant’s sole and exclusive remedy for any and all claims against the Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreement. In the event that the Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Agreement, Sub-merchant shall proceed against the Provider and not against the Acquirer, unless otherwise specifically set forth in the Operating RegulationsRules. In no event shall the Acquirer have any liability to Sub- the Sub-merchant with respect to this Agreement or the Services. The Sub-merchant acknowledges that (i) the Acquirer is only providing this Agreement to assist in Provider’s processing relationship with the Sub-merchant, that (ii) the Acquirer is not liable for any action or failure to act by Provider, the Provider and that (iii) the Acquirer shall have no liability whatsoever in connection with any products or services provided to the Sub-merchant by the Provider. If the Provider is unable to provide its services to the Sub-merchant in connection with this Agreement and the Acquirer elects to provide those services directly, the Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreementmerchant agreement, which would be provided to Sub-the Sub- merchant, will govern the Acquirer’s relationship with the Sub-merchant. If the Provider subsequently provides its services to the Sub-merchant in connection with this Agreement, the Acquirer will cease to provide such services after receipt of notice from the Provider and this Agreement will govern the Acquirer’s relationship with Sub-the Sub- merchant.

Limits of Liability. Sub-merchant agrees to provide Acquirer, via a communication with Provider, with written notice of any alleged breach by Acquirer of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant’s sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreement. In the event that Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Agreement, Sub-merchant shall proceed against Provider and not against Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have any liability to Sub- merchant with respect to this Agreement or the Services. Sub-merchant acknowledges Acquirer is only providing this Agreement to assist in Provider’s processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by Provider, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by Provider. If Provider is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services directly, Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer’s relationship with Sub-Sub- merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Agreement will govern Acquirer’s relationship with Sub-merchant.

Limits of Liability. Sub-merchant agrees to provide Acquirer, via a communication with Provider, with written notice of any alleged breach by Acquirer of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant’s sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreement. In the event that Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Agreement, Sub-merchant shall proceed against Provider and not against Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have any liability to Sub- merchant with respect to this Agreement or the Services. Sub-merchant acknowledges Acquirer is only providing this Agreement to assist in Provider’s processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by Provider, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by Provider. If Provider is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services directly, Sub-Sub- merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer’s relationship with Sub-merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Agreement will govern Acquirer’s relationship with Sub-merchant.

Limits of Liability. The Sub-merchant agrees to provide the Acquirer, via a communication with the Provider, with a written notice of any alleged breach by the Acquirer of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by the Sub-merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The Sub-merchant’s sole and exclusive remedy for any and all claims against the Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreement. In the event that the Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Agreement, Sub-merchant shall proceed against the Provider and not against the Acquirer, unless otherwise specifically set forth in the Operating RegulationsRules. In no event shall the Acquirer have any liability to Sub- the Sub-merchant with respect to this Agreement or the Services. Sub-The Sub- merchant acknowledges that (i) the Acquirer is only providing this Agreement to assist in Provider’s processing relationship with the Sub-merchant, that (ii) the Acquirer is not liable for any action or failure to act by Provider, the Provider and that (iii) the Acquirer shall have no liability whatsoever in connection with any products or services provided to the Sub-merchant by the Provider. If the Provider is unable to provide its services to the Sub-merchant in connection with this Agreement and the Acquirer elects to provide those services directly, the Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreementmerchant agreement, which would be provided to Sub-the Sub- merchant, will govern the Acquirer’s relationship with the Sub-merchant. If the Provider subsequently provides its services to the Sub-merchant in connection with this Agreement, the Acquirer will cease to provide such services after receipt of notice from the Provider and this Agreement will govern the Acquirer’s relationship with the Sub-merchant.

Limits of Liability. Sub-merchant agrees to provide Acquirer, via a communication with ProviderCompany, with written notice of any alleged breach beach by Acquirer of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant’s 's sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreement. In the event that Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Agreement, Sub-merchant shall proceed against Provider Company and not against Acquirer, unless otherwise specifically set forth in the Operating RegulationsRules. In no event shall Acquirer have any liability to Sub- Sub-merchant with respect to this Agreement or the Services. Sub-merchant acknowledges Acquirer is only providing this Agreement to assist in Provider’s Company's processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by ProviderCompany, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by ProviderCompany. If Provider Company is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services services, directly, Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s 's then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer’s 's relationship with Sub-merchant. If Provider Company subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from Provider Company and this Agreement will govern Acquirer’s 's relationship with Sub-merchant.

Limits of Liability. Sub-merchant agrees to provide Acquirer, via a communication with Provider, with written notice of any alleged breach by Acquirer of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant’s sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreement. In the event that Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Agreement, Sub-merchant shall proceed against Provider and not against Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have any liability to Sub- merchant with respect to this Agreement or the Services. Sub-Sub- merchant acknowledges Acquirer is only providing this Agreement to assist in Provider’s processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by Provider, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by Provider. If Provider is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services directly, Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer’s relationship with Sub-merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Agreement will govern Acquirer’s relationship with Sub-Sub- merchant.

Limits of Liability. Sub-merchant agrees to provide Acquirer12. The Company’s maximum liability under Insuring Clause 1 for all money or property surrendered as xxxxxx as a result of a Kidnapping, via a communication with ProviderExtortion or Cyber Extortion and all related Kidnappings, with written notice Extortions and Cyber Extortions shall not exceed the Limit of any alleged breach by Acquirer of this Agreement, which notice will specifically detail such alleged breach, within thirty (30Liability stated in Item 2(A) days of the date on which Schedule. The Company’s maximum liability under Insuring Clause 2 for all money and property the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant subject of a Loss and intended as xxxxxx as a waiver result of any a Kidnapping, Extortion or Cyber Extortion and all rights to dispute such breachrelated Kidnappings, Extortions and Cyber Extortions shall not exceed the Limit of Liability stated in Item 2(B) of the Schedule. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENTThe Company’s maximum liability under Insuring Clause 3 for all Expenses arising from a Kidnapping, ACQUIRER DISCLAIMS ALL WARRANTIESHijacking, INCLUDINGWrongful Detention, WITHOUT LIMITATIONExtortion, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant’s sole and exclusive remedy for any Cyber Extortion or Political Threat and all claims against Acquirer related Kidnappings, Hijackings, Wrongful Detentions, Extortions, Cyber Extortions and Political Threats shall not exceed the Limit of Liability stated in Item 2(C) of the Schedule. The Company’s maximum liability under Insuring Clause 4 for all Legal Liability Loss arising out from a Kidnapping, Hijacking, Wrongful Detention or Extortion (as described in subparagraph (a) of the definition of Extortion) and all related Kidnappings, Hijackings, Wrongful Detentions and Extortions (as described in subparagraph (a) of the definition of Extortion) shall not exceed the Limit of Liability stated in Item 2(D) of the Schedule. However many Extortions commence dur ng the Policy Period and result where an Insured Person suspected or believed by an Insured in Recall Expenses, the total of reimbursements of Recall Expenses the Organisation to be the subject of a Kidnapping, Hijacking, Wrongful Detention, Extortion, or Political Threat has acted fraudulently, whether alone or in any way related collusion with others, and the Insured Organisation has not, prior to the transactions contemplated herein shall be termination surrender or Loss or prior to the incurring of this Agreement. In the event Expenses, made reasonable efforts to determine that Sub-merchant has any claim arising in connection with the Servicessuch Kidnapping, rightsHijacking, and/or obligations defined in this AgreementWrongful Detention, Sub-merchant shall proceed against Provider and not against Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have any liability to Sub- merchant with respect to this Agreement Extortion or the Services. Sub-merchant acknowledges Acquirer Political Threat is only providing this Agreement to assist in Provider’s processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by Provider, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by Provider. If Provider is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services directly, Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer’s relationship with Sub-merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Agreement will govern Acquirer’s relationship with Sub-merchant.genuine;

Limits of Liability. Sub-merchant agrees to provide Acquirer, via a communication with Provider, with written notice of any alleged breach by Acquirer of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant’s sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreement. In the event that Sub-merchant has any claim arising in connection with the Services, rights, and/or obligations defined in this Agreement, Sub-merchant shall proceed against Provider and not against Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have any liability to Sub- Sub-merchant with respect to this Agreement or the Services. Sub-merchant acknowledges Acquirer is only providing this Agreement to assist in Provider’s processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by Provider, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by Provider. If Provider is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services directly, Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer’s relationship with Sub-merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Agreement will govern Acquirer’s relationship with Sub-Sub- merchant.

Limits of Liability. Sub-merchant ENGINEER’s services, as limited by the CLIENT, are performed with the usual thoroughness and competence of the ENGINEER and engineering professions in Texas. No warranty or other representation, either expressed or implied, is included or intended in ENGINEER’s proposals, contracts, reports, designs, and other services including, without limitation, warranties of fitness or merchantability which are hereby disclaimed. In retaining ENGINEER’s services, the CLIENT expressly agrees that in all cases, ENGINEER’s liability shall be limited solely to provide Acquirerits negligent acts, via a communication with Providererrors or omissions. ENGINEER’s liability to the CLIENT for injury or damage to persons or property arising out of services performed for CLIENT and for which legal liability may be found to rest upon ENGINEER, with written notice other than for professional errors and omissions, will be limited to recovery from ENGINEER’s general liability insurance coverage and shall be limited to the sum of any alleged breach by Acquirer of the fee payable to ENGINEER under this Agreement. For any damages resulting from ENGINEER’s negligent acts, which notice errors, or omissions in rendering professional services, its liability will specifically detail such alleged breachbe limited to the sum of $50,000.00 or its fee, within thirty whichever is less. The CLIENT agrees that in no event will it make a claim against ENGINEER after the expiration of four years from the substantial completion of ENGINEER’s services hereunder, or the expiration of two (302) days of years from the date on which the alleged breach CLIENT knew or should have known of said claim, whichever shall first occurredoccur. Failure to so provide notice Following such date, all such CLIENT claims, if any, known or unknown, shall be deemed an acceptance by Sub-merchant to be and are hereby waived. To the extent that any applicable statute of limitations provides for a waiver shorter period of any and all rights to dispute time, such breachshorter time period shall control. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENTIn the event the CLIENT makes a claim against ENGINEER at law or otherwise, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant’s sole and exclusive remedy for any alleged negligent act, error or omission arising out of the performance of its professional services, and the CLIENT fails to prove such claim, then the CLIENT shall pay all claims costs incurred by ENGINEER in defending itself against Acquirer said claim, including but not limited to, attorney’s fees, experts’ fees, consultants’ fees, and the cost of employee’s time expended on the claim. In the event of a claim against ENGINEER and its consultants arising out of or in any way related to the transactions contemplated herein negligence or other liability of the CLIENT, the Contractor or any others associated with or related to the CLIENT’s project, the CLIENT shall indemnify and hold ENGINEER and its consultants harmless from and against such claim and any associated liability or expense including but not limited to, attorney’s fees, experts’ fees, consultants’ fees, and the costs of employees time expended on the claim. EXCLUDED SERVICES ENGINEER has not been retained or compensated for and shall not have control or charge of and shall not be termination of this Agreement. In the event that Sub-merchant has any claim arising responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Serviceswork of any Contractor or Subcontractor or any other person performing work, rightsor for any acts or omissions of any of them, and/or obligations defined or for the failure of any of them to carry out work in this Agreementaccordance with their contract documents. ADDITIONAL CONSULTANTS Fees for services of additional consultants to be retained under subcontract to WGA Houston, Sub-merchant shall proceed against Provider when required, and not against Acquirerwhen authorized by the CLIENT, will be billed to the CLIENT at 1.10 times such consultants’ net xxxxxxxx to WGA Houston, unless otherwise specifically set forth in the Operating Regulationsagreed. In no event shall Acquirer have any liability to Sub- merchant with respect to this Agreement or the Services. Sub-merchant acknowledges Acquirer is only providing this Agreement to assist in Provider’s processing relationship with Sub-merchantCONFIDENTIALITY ENGINEERS, that Acquirer is not liable for any action or failure to act by Providerits agents, employees, and Consultants shall hold client information, data, and documents (collectively, "the information") that Acquirer they receive, or to which they have access, in strictest confidence. ENGINEER, its agents, employees and Consultants shall have no liability whatsoever not disclose, disseminate, or use the Information unless the Client authorizes such in connection with any products or services provided to Sub-merchant by Provider. If Provider is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services directly, Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer’s relationship with Sub-merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Agreement will govern Acquirer’s relationship with Sub-merchantwriting.

Limits of Liability. Sub-merchant Xxxxxxxx agrees to provide Acquirer, via a communication with ProviderAutobooks, with written notice of any alleged breach by Acquirer of this Agreementthese Supplemental Terms, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant Merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENTTHESE SUPPLEMENTAL TERMS, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant’s Xxxxxxxx's sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreementthese Supplemental Terms. In the event that Sub-merchant Merchant has any claim arising in connection with the Card Processing Services, rights, and/or obligations defined in this Agreementthese Supplemental Terms, Subother than Acquirer's failure to settle funds to the Merchant-merchant Owned Designated Account or to the Provider Designated Account, Merchant shall proceed against Provider Autobooks and not against Acquirer, unless otherwise specifically set forth in the Operating RegulationsRules. In no event shall Acquirer have any liability to Sub- merchant Merchant with respect to this Agreement these Supplemental Terms or the Card Processing Services, except that Acquirer shall be liable to Merchant for its failure to settle funds in accordance with Section 3 of these Supplemental Terms. Sub-merchant Merchant acknowledges Acquirer is only providing this Agreement these Supplemental Terms to assist in Provider’s Autobooks' processing relationship with Sub-merchantMerchant, that Acquirer is not liable for any action or failure to act by ProviderAutobooks, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant Merchant by Provider. If Provider is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services directly, Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer’s relationship with Sub-merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Agreement will govern Acquirer’s relationship with Sub-merchantAutobooks.

Limits of Liability. Sub-merchant Xxxxxxxx agrees to provide Acquirer, via a communication with ProviderAutobooks, with written notice of any alleged breach by Acquirer of this Agreementthese Supplemental Terms, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant Merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENTTHESE SUPPLEMENTAL TERMS, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchantXxxxxxxx’s sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Agreementthese Supplemental Terms. In the event that Sub-merchant Merchant has any claim arising in connection with the Card Processing Services, rights, and/or obligations defined in this Agreementthese Supplemental Terms, Subother than Acquirer’s failure to settle funds to the Merchant-merchant Owned Designated Account or to the Provider Designated Account, Merchant shall proceed against Provider Autobooks and not against Acquirer, unless otherwise specifically set forth in the Operating RegulationsRules. In no event shall Acquirer have any liability to Sub- merchant Merchant with respect to this Agreement these Supplemental Terms or the Card Processing Services, except that Acquirer shall be liable to Merchant for its failure to settle funds in accordance with Section 3 of these Supplemental Terms. Sub-merchant Merchant acknowledges Acquirer is only providing this Agreement these Supplemental Terms to assist in Provider’s Autobooks’ processing relationship with Sub-merchantMerchant, that Acquirer is not liable for any action or failure to act by ProviderAutobooks, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant Merchant by Provider. If Provider is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services directly, Sub-merchant acknowledges and agrees that the provisions of this Agreement will no longer apply and the terms of Acquirer’s then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer’s relationship with Sub-merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Agreement will govern Acquirer’s relationship with Sub-merchantAutobooks.