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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 />iv. Provider certifies that it and those related entities of Provider as defined by Florida law are not on the Scrutinized Companies
<br />that Boycott Israel List, created pursuant to s. 215.4725 of the Florida Statutes, and are not engaged in a boycott of Israel. In
<br />addition, if this agreement is for goods or services of one million dollars or more, Provider certifies that it and those related
<br />entities of Provider as defined by Florida law are not on the Scrutinized Companies with Activities in Sudan List or the
<br />Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to Section 215.473 of the
<br />Florida Statutes and are not engaged in business operations in Cuba or Syria.
<br />Merchant may terminate this Agreement if Provider is found to have submitted a false certification as provided under section
<br />287.135(5), Florida Statutes, been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized
<br />Companies with Activities in the Iran Petroleum Energy Sector List or been engaged in business operations in Cuba or Syria,
<br />as defined by section 287.135, Florida Statutes.
<br />vi. Merchant may terminate this Agreement if Provider, including all wholly owned subsidiaries, majority-owned subsidiaries,
<br />and parent companies that exist for the purpose of making profit, is found to have been placed on the Scrutinized Companies
<br />that Boycott Israel List or is engaged in a boycott of Israel as set forth in section 215.4725, Florida Statutes.
<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 Provider 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 Florida without reference to conflict of law provisions. Any action, proceeding, litigation, or mediation relating to or arising
<br />from this Agreement must be brought exclusively in Indian River County, Vero Beach, Florida. THE PARTIES HEREBY
<br />KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE TO A TRIAL
<br />BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, OR IN CONNECTION WITH THIS
<br />AGREEMENT.
<br />Payment Processing Services Statement of Work: nCourt, LLC & Indian River County -Solid Waste Disposal District I Page 13 of 14
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