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DocuSign Envelope ID: 69E4965D-23F3-4407-84A7-E75FDC837DB9
<br />11. INDEMNITY. Merchant agrees to satisfy directly with the cardholder any claim or complaint arising in
<br />connection with the card sale, regardless of whether such claim or complaint is brought by the
<br />cardholder, Global Direct, or another party. To the extent not prohibited under applicable law, Merchant
<br />agrees to indemnify defend and hold Global Direct, Member and their respective parent companies,
<br />subsidiaries and affiliates (including, without limitation, the respective officers, directors, employees,
<br />attorneys, shareholders, representatives and agents of all of the foregoing) harmless from and against
<br />any and all liabilities, judgments, arbitration awards, settlements, actions, suits, claims, demands,
<br />losses, damages, costs (including, but not limited to, court costs and out of pocket costs and
<br />expenses), expenses of any and every type, litigation expenses, and attorneys' fees, including, but not
<br />limited to, attorneys' fees incurred in any and every type of suit, proceeding, or action, including but
<br />not limited to, bankruptcy proceedings, in connection with, by virtue of, or arising from, either directly
<br />or indirectly: (a) any card transaction that does not conform to the requirements of this Card Services
<br />Agreement, the Card Association Rules or Applicable Laws; (b) any card transaction or any act or
<br />omission of Merchant; (c) Merchant's breach or default or an alleged breach or default of or under any
<br />term, covenant, condition, representation, warranty, obligation, undertaking, promise or agreement
<br />contained in this Card Services Agreement or in any agreement (whether oral or written) with any
<br />cardholder, any agreement with any card association, or in any other agreement with Memberor Global
<br />Direct, any breach or threatened breach by Merchant of the Card Association Rules or any violation by
<br />Merchant of Applicable Laws ; (d) the rescission, cancellation or avoidance of any card transaction, by
<br />operation of law, adjudication or otherwise; (e) any claim, counterclaim, complaint, dispute or defense,
<br />including, without limitation claims brought by Merchant with respect to this Card Services Agreement
<br />or a card transaction on which Merchant is not the prevailing party; (f) damages, including, without
<br />limitation, those for death or injury caused by the good or service purchased with the card; (g) for all
<br />web based, Internet or electronic commerce transactions including Merchant's insecure transmission
<br />of card transaction data and/or storage of cardholder information or (h) any compromise of card
<br />information or cardholder information resulting from, or for which any network organization or card
<br />association determines resulted from, Merchant's failure to abide by applicable security standards,
<br />including those found in the Card Association Rules. For purposes of this Agreement, including the
<br />foregoing Indemnities to the extent not prohibited under applicable law, Merchant is responsible and
<br />liable for the acts and omissions of its employees, agents and representatives (whether or not acting
<br />within the scope of their duties).
<br />12. LIMITATION OF LIABILITY.
<br />12.1. Neither Member nor Global Direct nor any independent sales organization referring or
<br />providing services to Merchant ("ISO") shall be liable forfeiture to provide the Services
<br />or delay in providing the Services including processing delays or other non-
<br />performance if such failure is due to any cause or condition beyond such Party's
<br />reasonable control. Such causes or conditions shall include, but shall not be limited
<br />to, acts of God or the public enemy, acts of the government in either its sovereign or
<br />contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, riots,
<br />war, shortages of labor or materials, freight embargoes, unusually severe weather,
<br />breakdowns, operational failures, electrical power failures, telecommunications
<br />failures, equipment failures, unavoidable delays, the errors or failures of third party
<br />systems, non-performance of vendors, suppliers, processors or transmitters of
<br />information, or other similar causes beyond such party's control.
<br />12.2. To the maximum extent not prohibited by law, the liability of Global Direct, ISO, and
<br />Member for any loss arising out of or relating in any way to this Card Services
<br />Agreement, including but not limited to damages arising out of any malfunction of the
<br />equipment or the failure of the equipment to operate, the unavailability or malfunction
<br />of the equipment or the failure of the equipment to operate, the unavailability or
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