Substantial Nonperformance. In the event Customer reasonably believes that Vendor has substantially failed to provide a Service or otherwise fails to perform any term, condition or obligation hereunder (including any Addenda) in a manner that results in a material and adverse impact or effect on Customer, Customer will give to Vendor a written notice specifically describing the nature of such failure and the approximate date on which Vendor failed to so provide the Service or comply with such other term, condition or obligation. Upon receipt of such notice, Vendor shall have **** (****) days to cure any such failure that has actually occurred, or such longer time as mutually agreed upon by the parties provided that if such non-performance cannot reasonably be cured within such period of time and so long as Vendor is acting reasonably diligently to cure such non-performance, then Vendor shall have up to **** (****) additional days following the expiration of such initial **** day cure period, to cure such non-performance. In the event Vendor fails to cure such failure within such time, Customer shall have a right to terminate this Agreement effective upon not less than **** days prior notice to Vendor. Notwithstanding anything in this Section to the contrary, it shall be a material breach of this Agreement and Customer may terminate this Agreement in the event Vendor fails to complete and settle funds with Customer within **** (****) consecutive business days; provided that Vendor shall not be in breach to the extent that Vendor’s failure to settle results from a third party’s failure to settle or a Force Majeure Event. Customer may terminate this Agreement with respect to service levels only if explicitly permitted to do so in the Service Level Schedule to the Core Service Addendum to this Master Services Agreement. No failure of the Vendor to satisfy any service levels shall give rise to a termination right for the Customer pursuant to the first paragraph of this Section 7(b). Upon a termination by Customer pursuant to the first paragraph of this Section 7(b), Vendor will reimburse Customer **** damages Customer incurred as a result of Vendor’s nonperformance; provided, however, that such damages shall be subject to the limit on liability set forth in, and the other applicable provisions of, Section 9. The obligations of Vendor under this Section 7 are conditioned upon: (i) Vendor’s receipt of a notice of nonperformance from Customer as required in this Section 7; and, (ii) Vendor’s nonperformance is not (1) the result of any negligent, improper or prohibited act or omission of Customer, or their employees or agents, or any other factor not directly within the reasonable control of Vendor or (2) a result of the breach of this Agreement by the Customer or any of its Affiliates. Customer shall promptly reimburse Vendor for any expenses incurred by Vendor in investigating or correcting any problem experienced by Customer, which is the sole responsibility of or exclusively caused by Customer.
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Substantial Nonperformance. In the event Customer reasonably believes that Vendor has substantially failed to provide a Service or otherwise fails to perform any term, condition or obligation hereunder (including any Addenda) in a manner that results in a material and adverse impact or effect on Customer, Customer will give to Vendor a written notice specifically describing the nature of such failure and the approximate date on which Vendor failed to so provide the Service or comply with such other term, condition or obligation. Upon receipt of such notice, Vendor shall have **** (****) days to cure any such failure that has actually occurred, or such longer time as mutually agreed upon by the parties provided that if such non-performance cannot reasonably be cured within such period of time and so long as Vendor is acting reasonably diligently to cure such non-performance, then Vendor shall have up to **** (****) additional days following the expiration of such initial **** day cure period, to cure such non-performance. In the event Vendor fails to cure such failure within such time, Customer shall have a right to terminate this Agreement effective upon not less than **** days prior notice to Vendor. Notwithstanding anything in this Section to the contrary, it shall be a material breach of this Agreement and Customer may terminate this Agreement in the event Vendor fails to complete and settle funds with Customer within **** (****) consecutive business days; provided that Vendor shall not be in breach to the extent that Vendor’s failure to settle results from a third party’s failure to settle or a Force Majeure Event. Customer may terminate this Agreement with respect to service levels only if explicitly permitted to do so in the Service Level Schedule to the Core Service Addendum to this Master Services Agreement. No failure of the Vendor to satisfy any service levels shall give rise to a termination right for the Customer pursuant to the first paragraph of this Section 7(b). Upon a termination by Customer pursuant to the first paragraph of this Section 7(b), Vendor will reimburse Customer **** damages Customer incurred as a result of Vendor’s nonperformance; provided, however, that such damages shall be subject to the limit on liability set forth in, and the other applicable provisions of, Section 9. The obligations of Vendor under this Section 7 are conditioned upon: (i) Vendor’s receipt of a notice of nonperformance from Customer as required in this Section 7; and, (ii) Vendor’s nonperformance is not (1) the result of any negligent, improper or prohibited act or omission of Customer, or their employees or agents, or any other factor not directly within the reasonable control of Vendor or (2) a result of the breach of this Agreement by the Customer or any of its Affiliates****. Customer shall promptly reimburse Vendor for any expenses incurred by Vendor in investigating or correcting any problem experienced by Customer, which is the sole responsibility of or exclusively caused by Customer.
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