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<br />11. INDEMNITY.
<br />~' Merchant agrees to satisfy directly with the cardholder any claim or complaint arising in connection with the card sale, regardless of
<br />whether such claim or complaint is brought by the cardholder, Global, or another party. Merchant agrees to indemnify and hold Global
<br />Direct and Member and anyone ailing on Global Direct or Member's behalf harmless from and against any and all liabilities, losses,
<br />claims, damages, disputes, offsets, Gaims or counterclaims arising out of or relating to the card sale, including without limitation claims
<br />and complaints made by a cardholder or any other person or entity with regard to indebtedness sold by Merchant hereunder or any
<br />other Service provided hereunder.
<br />12. LIMITATION OF LIABILITY.
<br />Neither Member nor Global Direct nor anyone acting on Global Direct or Member's behalf shall be liable for failure to provide the
<br />Services if such failure is due to any cause or condition beyond such party's reasonable control. Such causes or conditions shall
<br />include, but shall not be limited to, acts of God or of the public enemy, acts of the Government in either its sovereign or contractual
<br />capacity, fires, floods, epidemics, quarantine restrictions, strikes, shortages of labor or materials, freight embargoes, unusually severe
<br />weather, breakdowns, operational failures, electrical power failures, communication failures, unavoidable delays, the errors or failures of
<br />third party systems, or other similar causes beyond such party's control.
<br />The liability of Global Direct and Member and anyone acting on Global Direct or Member's behalf for any loss arising out of or relating in
<br />any way to this Card Services Agreement, including but not limited to damages arising out of any malfunction of the equipment or the
<br />failure of the equipment to operate, the unavailability or malfunction of the Services, personal injury, or property damage, shall, in the
<br />aggregate, be limited to actual, direct, and general money damages in an amount not to exceed one (1) month's average charge paid by
<br />Merchant hereunder (exclusive of interchange fees, assessments, and any other fees or costs that are imposed by a third party in
<br />connection with Merchant's payment processing) for Services during the previous twelve (12) months or such lesser number of months
<br />as shall have elapsed subsequent to the effective date of this Card Services Agreement. This shall be the extent of Global Direct's and
<br />Member's and anyone acting on Global Direct or Member's behalfs liability arising out of or relating in any way to this Card Services
<br />Agreement, including alleged acts of negligence, breach of contract, or otherwise and regardless of the form in which any legal or
<br />equitable action may be brought against Global Direct or Member or anyone acting on Global Direct or Member's behalf, whether
<br />contract, tort, or otherwise, and the foregoing shall constitute Merchant's exclusive remedy. Under no circumstances shall Global Direct
<br />or Member or anyone acting on Global Direct or Member's behalf be liable for any lost profits, lost interest, or for special, consequential,
<br />punitive or exemplary damages arising out of or relating in any way to this Card Services Agreement, including but not limited to,
<br />damages arising out of placement of a Merchant's name on any terminated merchant list for any reason, even if Global Direct or
<br />Member or anyone acting on Global Direct or Member's behalf has been advised of the possibility of such damages. Under no
<br />circumstances shall Global Direct or Member or anyone acting on Global Direct or Member's behalf be liable for any settlement amounts
<br />pertaining to Switched Transactions; Merchant's recourse therefore shall be to the applicable card issuer.
<br />It is agreed that in no event will Global Direct or Member or anyone acting on Global Direct or Member's behalf be liable for any claim,
<br />loss, billing error, damage, or expense arising out of or relating in any way to this Card Services Agreement which is not reported in
<br />writing to Global Direct by Merchant within 60 days of such failure to pertorm or, in the event of a billing error, within 90 days of the date
<br />of the invoice or applicable statement. Merchant expressly waives any such claim that is not brought within the time periods stated
<br />herein.
<br />13. TERM AND TERMINATION.
<br />This Card Services Agreement shall remain in full force and effect for the Initial Term set forth in the Merchant Application. This Card
<br />Services Agreement shall be automatically extended for successive one (1) year periods on the same terms and conditions expressed
<br />herein, or as may be amended, unless Merchant gives written notice of termination as to the entire Card Services Agreement or a
<br />portion thereof at least 60 days prior to the expiration of the initial term or any extension or renewals thereof, in which case this Card
<br />Services Agreement will terminate at the end of the then-current term. Merchant may terminate this Card Services Agreement prior to
<br />the end of a term at any time upon thirty (30) days written notice to Global Direct and Member if, and only if, Merchant pays Global
<br />Direct an Early Termination Fee which shall be the lesser of (a) the maximum amount permitted by state law, and (b) (i)$295 if the Card
<br />Services Agreement has a one (1) year Initial Term or the Card Services Agreement is in a renewal term, (ii) $395 if the Card Services
<br />Agreement has a two (2) year Initial Term, or (iii) $495 if the Card Services Agreement has a three (3) year Initial Term.
<br />Notwithstanding the foregoing, if the Card Services Agreement has an Initial Term of one (1) year and the Merchant provides Global
<br />Direct and Member with thirty (30) days' prior written notice of termination, the $295 Early Termination Fee will be waived. Any Early
<br />Termination Fee shall be immediately due and payable to Global Direct, and Merchant hereby authorizes Global Direct to deduct the
<br />total amount from Merchant's account referenced in Section 5, or to otherwise withhold the total amount from amounts due to Merchant
<br />from Global Direct, immediately on or after the effective date of termination. If the Merchant's account does not contain sufficient funds
<br />for the debit or the amount cannot be withheld by Global Direct from amounts due to Merchant, Merchant shall pay Global Direct the
<br />amount due within ten (10) days of the date of Global Direct's invoice for same. The payment of an Early Termination Fee as described
<br />here is not a penalty, but rather is hereby agreed by the parties to be a reasonable amount of liquidated damages to compensate Global
<br />Direct for its termination expenses and all other damages under the circumstances in which such amounts would be payable. Such
<br />amounts shall not be in lieu of but in addition to any payment obligations for Services already provided hereunder (or that Global Direct
<br />may continue to provide), which shall be an additional cost, and any and all other damages to which Global Direct may be entitled
<br />hereunder. Notwithstanding the foregoing, if Merchant provides Global with written notice within forty-five (45) days of Merchant's
<br />execution of this Card Services Agreement that it wishes to terminate this Card Services Agreement immediately, Merchant shall not be
<br />responsible for the payment of the above-referenced termination fees, but shall be responsible for compliance with all other terms and
<br />conditions set forth in this Card Service Agreement, including but not limited to payment for all fees incurred prior to the termination of
<br />this Card Services Agreement.
<br />Notwithstanding the foregoing, Global Direct may terminate this Card Services Agreement or any portion thereof upon written notice to
<br />Merchant. Furthermore, Global Direct may terminate this Card Services Agreement at any time without notice upon Merchant's default
<br />in performing under any provision of this Card Services Agreement, upon an unauthorized conversion of all or any part of Merchant's
<br />activity to mail order, telephone order, Internet order, or to any activity where the card is not physically present and swiped through the
<br />Merchant's terminal, upon any failure to follow the Card Acceptance Guide or any operating regulation or rule of a card association or
<br />Rev. 04/08 MPS
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