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Rev. 2024-08-06 pg. 10
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<br />and consents to such reporting, and Provider shall have no liability to Sub-merchant, or its
<br />principals, for any loss, expense or damage directly or indirectly sustained by Sub-merchant due
<br />to such reporting.
<br />9. Indemnification.
<br />9.1. Sub-merchant shall indemnify, defend, and hold harmless Provider, and its directors,
<br />officers, employees, affiliates and agents from and against all proceedings, claims, losses,
<br />damages, demands, liabilities and expenses whatsoever, including all reasonable legal and
<br />accounting fees and expenses and all reasonable collection costs, incurred by Provider, Processor
<br />and/or Member Bank, its directors, officers, employees, affiliates and agents resulting from or
<br />arising out of the Services in this Agreement, Sub-merchant’s processing activities, the business
<br />of Sub-merchant or its customers, any sales transaction acquired by Provider, Processor or Member
<br />Bank, any noncompliance with the Operating Regulations (or any rules or regulations promulgated
<br />by or in conjunction with the Associations) by Sub-merchant, or its agents (including any Merchant
<br />Supplier), any issue, problems, or disputes between Sub-merchant and its customers, any Data
<br />Incident, any infiltration, hack, breach, or violation of the processing system of Sub-merchant,
<br />Merchant Supplier, or any other third party processor or system, or by reason of any breach or
<br />nonperformance of any provision of this Agreement, on the part of the Sub-merchant, or its
<br />employees, agents, Merchant Suppliers or customers.
<br />10. Limit of Liability; Force Majeure.
<br />10.1. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT,
<br />PROVIDER, PROCESSOR AND MEMBER BANK DISCLAIM ALL WARRANTIES,
<br />INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF
<br />MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SUB-MERCHANT
<br />HEREBY ACKNOWLEDGES THAT THERE ARE RISKS ASSOCIATED WITH THE
<br />ACCEPTANCE OF CARDS AND SUB-MERCHANT HEREBY ASSUMES ALL SUCH RISKS
<br />EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN. WITHOUT LIMITING THE
<br />FOREGOING, NO PARTY HERETO SHALL BE LIABLE FOR LOST PROFITS, LOST
<br />BUSINESS OR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE
<br />DAMAGES (WHETHER OR NOT ARISING OUT OF CIRCUMSTANCES KNOWN OR
<br />FORESEEABLE BY ANY PARTY HERETO) SUFFERED BY ANY PARTY, INCLUDING
<br />BUT NOT LIMITED TO SUB-MERCHANTS, THEIR CUSTOMERS OR ANY THIRD PARTY
<br />IN CONNECTION WITH THE SERVICES PROVIDED HEREUNDER. However, nothing in
<br />the foregoing sentence is in any way intended, and shall not be construed, to limit (i) Sub-
<br />merchant’s obligation to pay any payment network fees, including, but not limited to, dues, fees,
<br />assessments or penalties due under this Agreement, including but not limited to those imposed by
<br />telecommunications services providers, VISA, MasterCard and/or Other Networks; or (ii) any
<br />damages due from Sub-merchant related to an early termination of this Agreement; or (iii) any
<br />damages due from Sub-merchant related to the failure by Sub-merchant to exclusively receive the
<br />Services from Provider to the extent required by the Agreement, and/or (iv) Sub-merchant’s
<br />obligation to indemnify Provider pursuant to this Agreement. In no event shall Provider be liable
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