Reso 2021-3185 - Laserfiche WebLink

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15. DISPUTE RESOLUTION. The parties shall cooperate to resolve any dispute pertaining to this Master Agreement efficiently, as timely as practicable, and at the lowest possible level with authority to resolve such dispute. If, however, a dispute persists and cannot be resolved, it may be escalated within each organization. In such situation, upon notice by either party, each party, within five (5) business days shall reduce its description of the dispute to writing and deliver it to the other party. The receiving party then shall have three (3) business days to review and respond in writing. In the event that the parties cannot then agree on a resolution of the dispute, the parties shall schedule a conference between the respective senior manager of each organization to attempt to resolve the dispute. In the event the parties cannot agree, either party may resort to court to resolve the dispute. For the avoidance of doubt, this Section 15 shall not apply to disputed transactions, which shall be governed by Exhibit G Section 16. 16. DEFAULTS AND REMEDIES. 16.1 SUSPENSION & TERMINATION FOR DEFAULT BY CONTRACTOR. Enterprise Services may suspend Contractor's operations under this Master Agreement immediately by written cure notice of any default. Suspension shall continue until the default is remedied to Enterprise Services' reasonable satisfaction; Provided, however, that, if after thirty (30) days from such a suspension notice, Contractor remains in default, Enterprise Services may terminate Contractor's rights under this Master Agreement. In such event, except as otherwise set forth herein, each of the parties' obligations to each other survive termination of this Master Agreement, until such obligations have been fulfilled. 16.2 DEFAULT BY CONTRACTOR. Each OF the following events shall constitute default of this Master Agreement by Contractor: (a) Contractor materially fails to perform or comply with any of the terms or conditions of this Master Agreement; (b) Contractor breaches any representation or warranty provided herein; or (c) Contractor enters into proceedings relating to bankruptcy, whether voluntary or involuntary. 16.3 REMEDIES FOR DEFAULT BY CONTRACTOR. (a) Enterprise Services' rights to suspend and terminate Contractor's rights under this Master Agreement are in addition to all other available remedies. (b) In the event of termination for default, Enterprise Services may exercise any remedy provided by law including, without limitation, the right to procure replacement goods and/or services. In such event, Contractor shall be liable to Enterprise Services for damages as set forth in this Master Agreement. 16.4 LIMITATION ON DAMAGES. (a) Notwithstanding any provision to the contrary, the parties agree that in no event shall Contractor be liable to Enterprise Services or any Participating Entity for special, consequential, exemplary or punitive damages. Except as otherwise required under applicable law, Contractor makes no warranty with respecttogoods, products, merchantability, or services purchased with a card or the account, or through Contractor. Contractor is not responsible for any failure of a merchant to accept a card issued by Contractor hereunder. (b) Contractor's liability with respect to each Participating Entity under this Master Agreement for actual damages shall not exceed three times the sum of: (a) all fees paid by such Participating Entity to Contractor under this Agreement in the twelve (12) month period MASTER AGREEMENT No. 00819 — FLEET CARD SERVICES PAGE 19 OF 138