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<br />
<br />DAMAGES. EXCEPT FOR BS&A’S INDEMNITY OBLIGATIONS SET FORTH IN SECTION 5.1.2, TO THE FULLEST
<br />EXTENT PERMITTED BY LAW, IN NO EVENT WILL BS&A’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF
<br />OR RELATED TO THIS ADDENDUM EXCEED IN THE AGGREGATE THE TOTAL FEES CUSTOMER PAID TO
<br />BS&A UNDER THIS ADDENDUM IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING
<br />RISE TO THE LIABILITY. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. BS&A’S
<br />LIABILITY IN CONNECTION WITH ITS INDEMNITY OBLIGATIONS SET FORTH IN SECTION 5.1.2, SHALL NOT
<br />EXCEED IN THE AGGREGATE THE TOTAL FEES CUSTOMER PAID TO BS&A UNDER THIS ADDENDUM IN
<br />THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. FOR
<br />THE AVOIDANCE OF DOUBT, CUSTOMER AGREES AND ACKNOWLEDGES THAT ANY ASSESSMENT, FINE,
<br />PENALTY, FEE, OR OTHERWISE IMPOSED BY STRIPE, A BANK, A CARD NETWORK OR A GOVERNEMNT
<br />AGENCY OR REGULATOR WILL BE DEEMED TO BE A DIRECT DAMAGE AND NOT INDIRECT,
<br />CONSEQUENTIAL, OR INCIDENTIAL.
<br />5.3 Force Majeure. BS&A is not responsible for any delay or failure in performing its obligations
<br />under this Addendum, in whole or in part, for any cause or circumstance outside its reasonable control,
<br />including, without limitation: fires, floods, storms, earthquakes, civil disturbances, disruption of
<br />telecommunications, pandemics, transportation, utilities, services or supplies, governmental action,
<br />computer viruses, corruption of data, failures of Processor or other third party provider, DDoS or other
<br />computer attacks, incompatible or defective equipment, software, or services, or otherwise.
<br />6. Term and Termination
<br />6.1 Term. This Addendum will be effective on the date that BS&A approves Customer for the
<br />Payment Processing Services and will continue for one (1) year (“Initial Term”) unless earlier terminated
<br />in accordance with this section. This Addendum will automatically renew for consecutive one (1)-year
<br />renewal terms (each a “Renewal Term” and together with the Initial Term, the “Term”) unless either
<br />party gives the other party written notice of non-renewal no less than sixty (60) days before the end of
<br />the then-current Term.
<br />6.2 Termination. This Addendum will automatically terminate upon termination of the Agreement.
<br />6.3 Termination by BS&A. In addition to the termination rights set forth under the Agreement,
<br />BS&A will have the right to terminate this Addendum immediately, with or without notice, for: (a)
<br />Customer breaches any provision of this Addendum or any Stripe Agreements; (b) Customer or its
<br />employees and agents use the Payment Processing Services in a manner inconsistent with the intended
<br />purpose; (c) Customer or its employees and agents violate any applicable laws or Network Rules; or
<br />(d) BS&A is required to terminate this Addendum by Stripe, government agency, payment network, or
<br />other regulator. BS&A will not be liable to Customer or other third party for termination of the Payment
<br />Processing Services for any reason. Upon the termination of the Stripe Agreements or the Customer’s
<br />Stripe Connected Account for any reason, this Addendum will automatically terminate.
<br />6.4 Effect of Termination. The termination of this Addendum will not affect any of BS&A’s rights or
<br />Customer’s obligations arising under this Addendum. After termination of this Addendum and/or
<br />Customer’s Stripe account, Customer shall continue to be liable for all chargebacks, refunds, fees, card
<br />network liabilities, credits, and adjustments resulting from or relating to Transactions processed
<br />pursuant to this Addendum. The termination of Customer’s access to Payment Processing Services will
<br />be effective immediately. Customer authorizes BS&A to notify Stripe of any termination of this
<br />Addendum; however, Customer is responsible to manually close its Stripe Connected Account separately
<br />in accordance with Stripe procedures.
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