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DocuSign Envelope ID: 69E4955D-23F3-4407-84A7-E75FDC837DB9
<br />malfunction of the Services, personal injury or property damage, shall, in the
<br />aggregate, be limited to actual, direct, and general money damages in an amount not
<br />to exceed the lesser of (a) three months' average charge paid by Merchant hereunder
<br />(exclusive of interchange fees, assessments, and any other fees. or costs that are
<br />imposed by a third party in connection with Merchant's payment processing) for the
<br />Services during the previous 12 months orsuch lesser number of months as shall have
<br />elapsed subsequent to the Effective Date of this Card Services Agreement, and (b)
<br />$50,000. This shall be the extent of Global Direct's,1SO's, and Member's liability arising
<br />out of or relating in any way to this Card Services Agreement, including alleged acts
<br />of negligence, breach of contract, or otherwise and regardless of the form in which any
<br />legal or equitable action may be brought against Global Direct, ISO, or Member,
<br />whether contract; tort, or otherwise, and the foregoing shall constitute Merchant's
<br />exclusive remedy.
<br />12.3. Under no circumstances shall Global Direct, ISO, or Member by liable for special,
<br />consequential, punitive or exemplary damages, including lost profits, revenues and
<br />business opportunities, arising out of or relating in any way to this Card Services
<br />Agreement, even if Global Direct ISO, or Member has been advised of the possibility
<br />of such damages. Underno circumstances shall Global Direct, ISO, orMemberbe liable
<br />for any settlement amounts pertaining to Switched Transactions; Merchant's recourse
<br />therefore shall be to the applicable card issuer. Member shall not be responsible or
<br />liable to Merchant for any action taken by Member (or the results thereof) that is
<br />authorized by this Agreement.
<br />12.4. It is agreed that in no event will Global Direct, ISO, or Member be liable for any claim,
<br />loss, billing 'error, imposition of any allegedly improper fee(s), damage or expense
<br />arising out of or relating in any way to this Card Services Agreement which is not
<br />reported in writing to Global Direct by Merchant within 60 days of such failure to
<br />perform, or, in the event of a billing error or the imposition of any allegedly improper
<br />feels), within 90 days of the date of the invoice or applicable statement. Merchant
<br />expressly waives any such claim that is not brought within the time periods stated
<br />herein.
<br />12.5. Global Direct agrees to maintain commercially reasonable levels of insurance
<br />coverage during the term of the Card Services Agreement consistent with the scope
<br />and nature of its business and applicable industry best practices. Upon reasonable
<br />request, Global Direct shall deliver a certificate of insurance reflecting its then -current
<br />policy coverage and carriers.
<br />13. TERM AND TERMINATION.
<br />13.1. This Card Services Agreement shall remain in full force and effect for an Initial term of one
<br />year from the Effective Date (the "Initial Term"); provided, however, that if Merchant is
<br />receiving these Terms and Conditions as an amendment to an existing Card Services
<br />Agreement, the amendment shall not affect the then -existing term. The Card Services
<br />Agreement will automatically renew for additional one-year periods ("Renewal Term" or
<br />"Renewal Terms", and together with the Initial Term, the "Term") unless Merchant gives 30
<br />days' advance written notice of termination prior to the end of the then -current term. This Card
<br />Services Agreement is expressly made subject to the limitations of the Merchant's state
<br />constitution. Nothing herein shall constitute, nor be deemed to constitute, the creation of a
<br />debt or multiyear fiscal obligation or an obligation of future appropriations by Merchant,
<br />contrary to the any constitutional, statutory or charter debt limitation, Notwithstanding any
<br />other provision of this Card Services Agreement, with respect to any financial obligation of
<br />Merchant which may arise under this Card Services Agreement in any fiscal year, if the budget
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