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THAT PARTY'S ACTUAL,DIRECT DAMAGES AND WILL BE LIMITED TO THE AMOUNT OF THE AVERAGE MONTHLY FEES AND CHARGES PAID BY AGENCY TO FORTE, EXCLUDING ANY PASS-THROUGH FEES,FOR THE SERVICES FOR THE IMMEDIATE SIX (6)MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE APPLICABLE CLAIM. NEITHER PARTY WILL BE LIABLE FOR]FAILURE TO PERFORM ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT IF SUCH PERFORMANCE WOULD RESULT IN IT BEING IN BREACH OF ANY LAW,RULE,REGULATION OR REQUIREMENT OF ANY GOVERNMENTAL AUTHORITY. THE PROVISIONS OF THIS SECTION WILL SURVIVE TERMINATION OF THIS AGREEMENT. 14.2 FORTE SHALL NOT BE RESPONSIBLE FOR ERRORS,ACTS OR FAILURES TO ACT OF OTHERS,INCLUDING,AND AMONG OTHER ENTITIES, BANKS,OTHER PROCESSORS, COMMUNICATIONS CARRIERS OR CLEARING HOUSES,THROUGH WHICH TRANSACTIONS MAY BE ORIGINATED OR THROUGH WHICH FORTE MAY RECEIVE OR TRANSMIT INFORMATION, AND NO SUCH ENTITY SHALL BE DEEMED AN AGENT OF FORTE. 15. REPRESENTATIONS AND WARRANTIES. 15.1 FORTE's Representations and Warranties..FORTE makes no representations or warranties concerning the Services except as may be specifically authorized, in writing,or set out herein. 15.1.1 FORTE hereby warrants that its software solutions and the Services will perform in accordance with their published specifications in all material respects. 15.1.2 FORTE firrther warrants that in performing its obligations hereunder,it shall exercise due care and reasonable efforts to ensure that inforrnation originated by AGENCY is transmitted accurately. 15.2 AGENCY's Representations and Warranties.AGENCY represents and warrants to FORTE: 15.2.1 If applicable,with respect to all Transactions originated by FORTE on behalf of AGENCY,(i)each Transaction in all respects has been properly authorized by Receiver; (ii)each Transaction is for an amount agreed to by Deceiver; and(iii)AGENCY shall provide proof of Authorization to FORTE in compliance with applicable Rules for any Transaction upon request within five(5)Business Ranking Days. 15.2.2 AGENCY agrees to adhere to the warranties within the applicable Rules for each Transaction FORTE processes on AGENCY's behalf. 15.3 Mutual Representations and Warranties. Each Party represents and warrants to the other: 15.3.1 The execution of this Agreement does not violate any applicable international,federal, state,or local law,Payment Network rule or contract to which such Party is subject. 15.3.2 There are no actions, suits or proceedings existing or pending against or affecting it before any judicial or regulatory authority which would have a material adverse effect on its ability to perform its obligations hereunder. 15.3.3 When executed and delivered,this Agreement will constitute a legal,valid,and binding obligation,enforceable in accordance with its terms. 16. FORTE SERVICE POLICY FORTE makes no representations or warranties concerning the Services except as may be specifically authorized,in writing,or set out herein. AGENCY acknowledges and understands that FORTE does not warrant that the Services will be uninterrupted or error free and that FORTE may occasionally experience delays or outages due to disruptions that are not within FORTE's control. Any such interruption shall not be considered a breach of the Agreement by FORTE. FORTE shall use its best efforts to remedy any such interruption in the Services as quickly as possible. 17. FORCE MAJEURE Neither Party will be held liable for any damages,delays or failure to perform any of its obligations 25.06.01 Page 8 �',�6#65915.0 03-19-26