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 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. 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-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. 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 Rules. In no event shall the Acquirer have any liability to 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 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 Merchant has any claim arising in connection with the Card Processing Services, rights, and/or obligations defined in these Supplemental Terms, other than Acquirer’s failure to settle funds to the Merchant-Owned Designated Account or to the Provider Designated Account, Merchant shall proceed against Autobooks and not against Acquirer, unless otherwise specifically set forth in the Rules. 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 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 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-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-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 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-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 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-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-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-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-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 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-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-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 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-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 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-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-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 Rules. In no event shall the Acquirer have any liability to 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 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-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 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 Company and not Acquirer, unless otherwise specifically set forth in the Rules. 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 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. 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 Rules. In no event shall the Acquirer have any liability to 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 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 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 Merchant has any claim arising in connection with the Card Processing Services, rights, and/or obligations defined in these Supplemental Terms, other than Acquirer’s failure to settle funds to the Merchant-Owned Designated Account or to the Provider Designated Account, Merchant shall proceed against Autobooks and not against Acquirer, unless otherwise specifically set forth in the Rules. 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-merchantXxxxxxxx, 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-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 Merchant has any claim arising in connection with the Card Processing Services, rights, and/or obligations defined in these Supplemental Terms, other than Acquirer's failure to settle funds to the Merchant-Owned Designated Account or to the Provider Designated Account, Merchant shall proceed against Autobooks and not against Acquirer, unless otherwise specifically set forth in the Rules. 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 agrees 1. OUR liability under this CONTRACT shall be limited to provide Acquirer, via a communication with Provider, with written notice the reasonable price for repair or replacement of any alleged breach by Acquirer of this Agreement, which notice Covered Components. The “Reasonable Price” for repair or replacement is based upon nationally recognized flat rate and/or factory manuals (“Accepted Manuals”). 2. Labor reimbursement will specifically detail such alleged breach, within thirty (30) days of be based on 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-merchantrepair facility’s sole and exclusive remedy suggested list price 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 Agreementshop labor. In no event shall Acquirer have any the list price for the shop rate of the repair facility exceed US $5.00 from the amounts indicated in the Accepted Manuals. 3. In the event WE are unable to procure replacement parts for YOUR EQUIPMENT for a valid claim, OUR maximum liability shall not exceed the suggested retail price of the repair facility for the costs associated with the necessary repairs to Subreturn YOUR EQUIPMENT to an efficient operating condition; such retail price shall be calculated as if the OEM’s replacement parts were available to the repairing service facility. 4. In no event shall the limit of liability for each occurrence of MECHANICAL BREAKDOWN or FAILURE under this CONTRACT exceed the lesser of US $75,000 or fifty percent (50%) of the purchase price of YOUR EQUIPMENT. The aggregate total of all benefits payable to YOU under this CONTRACT shall not exceed 50% of the purchase price of YOUR EQUIPMENT. 5. All repairs must be pre-merchant with respect to this Agreement approved by ADMINISTRATOR. 6. In no event shall the ADMINISTRATOR, WE 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 Xxxxxxx Bros. Auctioneers be responsible for any action or failure to act by ProviderPRE-EXISTING CONDITIONS. IMPORTANT NOTE – THE COLLECTION OF DETAILED EQUIPMENT INFORMATION BY XXXXXXX BROS. AUCTIONEERS IS LIMITED IN SCOPE AND NOT DESIGNED TO IDENTIFY ALL PRE-EXISTING CONDITIONS THAT MAY EXIST. THE EQUIPMENT IS NOT TESTED UNDER LOAD. NO INSPECTION HAS BEEN PERFORMED WITH RESPECT TO ANY FUNCTIONALITY ASPECT OTHER THAN THOSE EXPRESSLY SET FORTH IN THE DETAILED EQUIPMENT INFORMATION. UNLESS EXPRESSLY STATED, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by ProviderXXXXXXX BROS. If Provider is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services directlyAUCTIONEERS MAKES NO WARRANTIES, 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 AgreementEXPRESS OR IMPLIED, which would be provided to Sub-merchantCONCERNING THE EQUIPMENT OR ITS COMPONENTS, will govern Acquirer’s relationship with Sub-merchant. If Provider subsequently provides its services to Sub-merchant in connection with this AgreementINCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS OR WARRANTIES CONCERNING FUNCTIONALITY, Acquirer will cease to provide such services after receipt of notice from Provider and this Agreement will govern Acquirer’s relationship with Sub-merchantCONFORMITY OR COMPLIANCE WITH ANY SAFETY STANDARD OR REQUIREMENT OF ANY APPLICABLE AUTHORITY OR REGULATORY BODY, FITNESS FOR ANY PARTICULAR PURPOSE, OR MERCHANTABILITY.

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 has any claim arising in connection with the Acquirer Services, rights, and/or obligations defined in this Merchant Agreement, Sub-Merchant shall proceed against Payrix and not Acquirer, unless otherwise specifically set forth in the Rules. In no event shall Acquirer have any liability to Sub-merchant Merchant with respect to this Merchant Agreement or the Acquirer Services. Sub- merchant Sub-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. 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 Rules. In no event shall the Acquirer have any liability to 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 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-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-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 AcquirerThe 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 no event shall Acquirer have any liability Expenses, made reasonable efforts to Sub-merchant with respect to this Agreement determine that such Kidnapping, Hijacking, Wrongful Detention, 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 1. OUR liability under this CONTRACT shall be limited to provide Acquirer, via a communication with Provider, with written notice the reasonable price for repair or replacement of any alleged breach by Acquirer of this Agreement, which notice Covered Components. The “Reasonable Price” for repair or replacement is based upon nationally recognized flat rate and/or factory manuals (“Accepted Manuals”). 2. Labor reimbursement will specifically detail such alleged breach, within thirty (30) days of be based on 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-merchantrepair facility’s sole and exclusive remedy suggested list price 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 Agreementshop labor. In no event shall Acquirer have any the list price for the shop rate of the repair facility exceed US $5.00 from the amounts indicated in the Accepted Manuals. 3. In the event WE are unable to procure replacement parts for YOUR EQUIPMENT for a valid claim, OUR maximum liability shall not exceed the suggested retail price of the repair facility for the costs associated with the necessary repairs to Subreturn YOUR EQUIPMENT to an efficient operating condition; such retail price shall be calculated as if the OEM’s replacement parts were available to the repairing service facility. 4. In no event shall the limit of liability for each occurrence of MECHANICAL BREAKDOWN or FAILURE under this CONTRACT exceed the lesser of US $75,000 or fifty percent (50%) of the purchase price of YOUR EQUIPMENT. The aggregate total of all benefits payable to YOU under this CONTRACT shall not exceed 50% of the purchase price of YOUR EQUIPMENT. 5. All repairs must be pre-merchant with respect to this Agreement approved by ADMINISTRATOR. 6. In no event shall the ADMINISTRATOR, WE 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 Xxxxxxx Bros. Auctioneers be responsible for any action or failure to act by ProviderPRE-EXISTING CONDITIONS. IMPORTANT NOTE – THE COLLECTION OF DETAILED EQUIPMENT INFORMATION BY XXXXXXX BROS. AUCTIONEERS IS LIMITED IN SCOPE AND NOT DESIGNED TO IDENTIFY ALL PRE-EXISTING CONDITIONS THAT MAY EXIST. THE EQUIPMENT IS NOT TESTED UNDER LOAD. NO INSPECTION HAS BEEN PERFORMED WITH RESPECT TO ANY FUNCTIONALITY ASPECT OTHER THAN THOSE EXPRESSLY SET FORTH IN THE DETAILED EQUIPMENT INFORMATION. UNLESS EXPRESSLY STATED, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by ProviderXXXXXXX BROS. If Provider is unable to provide its services to Sub-merchant in connection with this Agreement and Acquirer elects to provide those services directlyAUCTIONEERS MAKES NO WARRANTIES, 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 AgreementEXPRESS OR IMPLIED, which would be provided to Sub-merchantCONCERNING THE EQUIPMENT OR ITS COMPONENTS, 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.INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS OR WARRANTIES

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 Merchant has any claim arising in connection with the Card Processing Services, rights, and/or obligations defined in these Supplemental Terms, other than Acquirer’s failure to settle funds to the Merchant-Owned Designated Account or to the Provider Designated Account, Merchant shall proceed against Autobooks and not against Acquirer, unless otherwise specifically set forth in the Rules. 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 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-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-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-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 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 has any claim arising in connection with the Acquirer Services, rights, and/or obligations defined in this Merchant Agreement, Sub-Merchant shall proceed against Payrix and not Acquirer, unless otherwise specifically set forth in the Rules or any applicable laws. In no event shall Acquirer have any liability to Sub-merchant Merchant with respect to this Merchant Agreement or the Acquirer Services. Sub- merchant Sub-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 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 Submerchant 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-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 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 time, such shorter time period shall control. In the event of a claim against ENGINEER 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 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 be termination of this Agreement. In no event shall Acquirer have indemnify and hold ENGINEER and its consultants harmless from and against such claim and any associated liability to Sub-merchant with respect to this Agreement or the Services. Sub- merchant acknowledges Acquirer is only providing this Agreement to assist in Providerexpense including but not limited to, attorney’s processing relationship with Sub-merchantfees, that Acquirer is not liable for any action or failure to act by Providerexperts’ fees, consultants’ fees, 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 costs of this Agreement will no longer apply and employees time expended on 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-merchantclaim.

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 Rules. In no event shall the Acquirer have any liability to 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 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 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 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 Company and not Acquirer, unless otherwise specifically set forth in the Rules. 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 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- 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 the 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 Rules. In no event shall the Acquirer have any liability to 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.