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Payment Processing Services Statement of Work: Catalis Payments, LLC & Everett Municipal Court | Page 13 of 17
<br />5. LIMITATION OF LIABILITY.
<br />5.1. IN NO EVENT WILL PROVIDER’S LIABILITY EXCEED THE CONVENIENCE FEES PAID TO PROVIDER UNDER
<br />THIS AGREEMENT DURING THE 12 MONTH PERIOD PRIOR TO THE ACCRUAL OF THE CLAIM REGARDLESS OF THE
<br />FORM OF THE CLAIM (INCLUDING, WITHOUT LIMITATION, ANY CONTRACT, PRODUCT LIABILITY, OR TORT
<br />CLAIM).
<br />6. INDEMNIFICATION.
<br />6.1. Provider shall hold harmless, indemnify, and defend Merchant, and all of its officers, employees, and/or officials from any and
<br />all liability, actions, claims, losses, damages, or other costs of whatsoever nature that may be asserted by any THIRD PARTY arising
<br />from or in connection with the collection of payments by credit or debit card or through internet transactions pursuant to the terms of
<br />this Agreement.
<br />7. TERMINATION.
<br />7.1.Termination for Cause. Either party may terminate this Agreement at any time upon written notice to the other party as a
<br />result of any of the following events:
<br />i. any noncompliance with this Agreement which is not cured within thirty (30) days of notice thereof from the other party
<br />(except that no cure period is allowed for termination based on fraud); and/or
<br />ii. any voluntary or involuntary bankruptcy or insolvency proceeding involving the other party.
<br />iii. Additionally, Provider may terminate this Agreement, upon thirty (30) days’ notice to Merchant, if Provider determines in its
<br />sole discretion that it is no longer economically prudent for Provider to absorb liability for Chargebacks.
<br />7.2.Effect of Termination. Termination of this Agreement will not relieve either party of any obligation to pay the other party any
<br />amounts due and owing to the other party prior to such termination, including, without limitation any amounts owing in respect of
<br />Disputed Amounts.
<br />7.3.Survival. The following Sections will survive any termination or expiration of this Agreement: General, Disclaimer of
<br />Warranties, No Consequential Damages, Limitation of Liability, Indemnification, & Miscellaneous.
<br />8. MISCELLANEOUS.
<br />8.1.Promotion of Services. Merchant will promote the use by Customers of the E-Payment System by, including, but not limited
<br />to, publishing relevant URL(s) and telephone numbers for the E-Payment System on the Merchant’s home page, billing notices and
<br />promotional materials and distributing point of sale materials. All published materials referencing Provider or the E-Payment System
<br />will be approved for accuracy by Merchant prior to publishing.
<br />8.2.Governing Law; Waiver of Jury Trial. This Agreement will be governed by and construed in accordance with the laws of
<br />the State of Washington without reference to conflict of law provisions. Any action, proceeding, litigation, or mediation relating to or
<br />arising from this Agreement must be brought exclusively in Washington. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY,
<br />AND INTENTIONALLY WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
<br />LITIGATION BASED ON, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT.
<br />8.3.Binding Upon Successors and Permitted Assigns. This Agreement will be binding upon and inure to the benefit of the parties,
<br />their successors and permitted assigns. Neither this Agreement nor any right, license, privilege or obligation provided herein may be
<br />assigned or transferred by a party without the other party’s prior written consent, which consent will not be unreasonably withheld, and
<br />any attempted assignment or transfer without such consent is void; provided, however, that each party may, without the consent of the
<br />other party, assign this Agreement (and its rights hereunder) in connection with any reorganization, consolidation, merger, sale of stock,
<br />sale of substantially all assets and/or similar type of transaction(s), if the successor in interest to such assigning party assumes the
<br />obligations of the assigning party under this Agreement in writing, is properly licensed to conduct the business contemplated hereunder,
<br />and otherwise agrees to be bound by all of the terms of this Agreement.
<br />8.4.Relationship of Parties. The relationship of Provider to Merchant under this Agreement will be that of an independent
<br />contractor and nothing contained in this Agreement will create or imply an agency relationship between Merchant and Provider, nor
<br />will this Agreement be deemed to constitute a joint venture or partnership between Merchant and Provider.
<br />8.5.Limited Agent. Notwithstanding anything to the contrary in this Agreement, Merchant hereby appoints Provider as its lawful
<br />agent to receive and process Payments and acknowledges and agrees that: (a) a Customer payment to Provider constitutes delivery of
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