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Rev. 2024-08-06 pg. 11 <br /> <br />for any damages or losses that are wholly or partially caused by Sub-merchants or its employees, <br />agents, or Merchant Suppliers. <br />10.2. Sub-merchant’s sole and exclusive remedy for any and all claims against Provider, <br />Processor or its Member Bank arising out of or in any way related to this Agreement or the Services <br />shall be termination of this Agreement. <br />10.3. Neither Provider, Processor or its Member Bank shall be deemed to be in default under <br />this Agreement or liable for any delay or loss in the performance, failure to perform, or interruption <br />of any Services to the extent resulting, from a Force Majeure Event. Upon such an occurrence, <br />performance shall be excused until the cause for the delay has been removed and Provider, <br />Processor or its Member Bank have had a reasonable time to again provide the Services. No cause <br />of action, regardless of form, shall be brought by a party hereto more than one (1) year after the <br />cause of action arose, other than one for the nonpayment of fees and amounts due Provider under <br />this Agreement. Any restriction on Provider or Processor’s liability under this Agreement shall <br />apply in the same manner to Member Bank. <br />11. Security, Data Incidents. <br />11.1. Sub-merchant will be solely responsible for the security, quality, accuracy, and adequacy <br />of all transactions and information supplied hereunder, and will establish and maintain adequate <br />audit controls to monitor the security, quality, maintenance, and delivery of such data. Without <br />limiting the generality of the foregoing, Sub-merchant represents and warrants to Provider that it <br />has implemented and will maintain secure systems for maintaining and processing information <br />and for transmitting information via Provider to Processor. Neither Provider, Processor or Member <br />Bank shall have any liability whatsoever for the security or availability of any communications <br />connection used in connection with the Services provided hereunder. Sub-merchant acknowledges <br />that Provider and Processor are responsible, respectively, only for the security of their own <br />proprietary systems, and not for the systems of any third party, including without limitation any <br />Merchant Supplier. Sub-merchant shall notify Provider immediately if Sub-merchant becomes <br />aware of, or suspects a Data Incident. Sub-merchant agrees to fully cooperate with Provider, <br />Processor and any Association with respect to any investigation and/or additional requirements <br />related to a suspected Data Incident. <br />11.2. In the event that Sub-merchant receives such Card or other personal information in <br />connection with the processing services provided under this Agreement, Sub-merchant agrees that <br />it will not use it for any fraudulent purpose or in violation of any Card Organization Rules, <br />including but not limited to Payment Card Industry Data Security Standards (“PCI DSS”) or <br />applicable laws or regulations. Sub-merchant must ensure compliance by itself and any third party <br />service provider utilized by Sub-merchant, with all security standards and guidelines that are <br />applicable to Sub-merchant and published from time to time, including without limitation those <br />published by Visa, MasterCard or any other Card Organization, and including, without limitation, <br />the Visa U.S.A. Cardholder Information Security Program (“CISP”), the MasterCard Site Data <br />Protection (“SDP”), and (where applicable), the PCI Security Standards Council, Visa, and <br />MasterCard PA-DSS (“Payment Application Data Security Standards”) (collectively, the <br />"Security Guidelines"). Provider will not be responsible for unauthorized use or access of Sub-