Common use of ACKNOWLEDGMENT AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS Clause in Contracts

ACKNOWLEDGMENT AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS. The Licensee acknowledges that all copyrights, patent rights, trademarks, services marks, trade secrets and other intellectual property rights relating to Credo (collectively the "Credo Intellectual Property"), are the sole and exclusive property of Credo and the third party publishers who have licensed their Works to Credo and that this Agreement does not convey to the Licensee any right, title, or interest therein except for the right to use the Licensed Material in accordance with the terms and conditions of this Agreement. The Licensee further acknowledges that Credo may use portions of the Licensed Material and the Licensee’s name, logo, graphic, photo, or other marks to (a) customize the Licensed Materials on behalf of the Licensee and (b) for Credo’s marketing and promotional purposes on Credo’s website or otherwise, including referencing that Licensee is a customer of Credo, provided that any logo, graphic, photo, or other marks of the Licensee’s, continue to be the property of the Licensee. The provisions of this Section shall survive the termination of this Agreement for any reason. DISCLAIMER OF WARRANTIES AND FORCE MAJEURE Credo disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or material displayed in the Licensed Material. Credo disclaims any responsibility for the deletion, failure to store, misdelivery, or untimely delivery of any information or material. Credo disclaims any responsibility for any harm resulting from downloading or accessing any information or material through the Service. THE LICENSED MATERIAL IS PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. CREDO EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. CREDO DISCLAIMS ANY WARRANTIES REGARDING THE ACCURACY, SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICE. CREDO DISCLAIMS, ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE LICENSED MATERIAL. YOU UNDERSTAND AND AGREE THAT IF YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE LICENSED MATERIAL, YOU DO SO AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH MATERIAL OR DATA. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. Limitation of Liability EXCEPT IN THE CASE OF DEATH OR SERIOUS INJURY, UNDER NO CIRCUMSTANCES SHALL CREDO BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF OR RELIANCE ON THE LICENSED MATERIAL. ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF CREDO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE OF THE LICENSED MATERIAL, FROM INABILITY TO USE THE LICENSED MATERIAL, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE LICENSED MATERIAL (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY LINKS PROVIDED IN THE LICENSED MATERIAL, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH THE LICENSED MATERIAL. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE LICENSED MATERIAL OR ANY INFORMATION THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE LICENSED MATERIAL. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT CREDO IS DEEMED LIABLE IN ANY MANNER, THEN SUCH LIABILITY, WHETHER ARISING FROM CONTRACT, WARRANTY, NEGLIGENCE OR OTHERWISE SHALL, IN NO EVENT, EXCEED THE AMOUNT YOU HAVE PAID FOR YOUR USE OF THE APPLICABLE LICENSED MATERIAL DURING THE PRECEDING TWELVE (12) MONTH PERIOD. YOU FURTHER AGREE THAT NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THE LICENSED MATERIAL MAY BE BROUGHT BY YOU AGAINST CREDO MORE THAN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO SUCH ACTION HAS OCCURRED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. Without limiting the foregoing, under no circumstances shall Credo be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning. AUTHORIZATION TO NEGOTIATE The signatory of this Agreement represents and warrants to Credo that he or she has the power and authority to execute this Agreement on behalf of the Licensee, which agrees to be bound by all terms contained herein.

ACKNOWLEDGMENT AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS. The Licensee acknowledges that all copyrights, patent rights, trademarks, services marks, trade secrets and other intellectual property rights relating to Credo (collectively the "Credo Intellectual Property"), are the sole and exclusive property of Credo and the third party publishers who have licensed their Works Services to Credo and that this Agreement does not convey to the Licensee any right, title, or interest therein except for the right to use the Licensed Material in accordance with the terms and conditions of this Agreement. The Licensee further acknowledges that Credo may use portions of the Licensed Material and the Licensee’s name, logo, graphic, photo, or other marks to (a) customize the Licensed Materials on behalf of the Licensee Licensee, and (b) further that Credo may use for Credo’s marketing and promotional purposes on Credopurposes, portions of such customized Licenses Material that may include the Licensee’s website logo, graphic, photo, or otherwiseother marks, including referencing that Licensee is a customer of Credo, provided making clear that any such logo, graphic, photo, or other marks of the Licensee’s, continue to be are the property of the Licensee. The provisions of this Section shall survive the termination of this Agreement for any reason. DISCLAIMER OF WARRANTIES AND FORCE MAJEURE Credo disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or material displayed in the Licensed Material. Credo disclaims any responsibility for the deletion, failure to store, misdelivery, or untimely delivery of any information or material. Credo disclaims any responsibility for any harm resulting from downloading or accessing any information or material through the Service. The parties understand and agree that the Licensee may modify, edit or otherwise alter the Licensed Material solely for the educational purposes hereunder and Credo shall have no liability with respect to any such changes. THE LICENSED MATERIAL IS PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. CREDO EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. CREDO DISCLAIMS ANY WARRANTIES REGARDING THE ACCURACY, SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICE. CREDO DISCLAIMS, ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE LICENSED MATERIAL. YOU UNDERSTAND AND AGREE THAT IF YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE LICENSED MATERIAL, YOU DO SO AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH MATERIAL OR DATA. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. Limitation of Liability Liability; Indemnification EXCEPT IN THE CASE OF DEATH OR SERIOUS INJURY, UNDER NO CIRCUMSTANCES SHALL CREDO BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF OR RELIANCE ON THE LICENSED MATERIAL. ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF CREDO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE OF THE LICENSED MATERIAL, FROM INABILITY TO USE THE LICENSED MATERIAL, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE LICENSED MATERIAL (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY LINKS PROVIDED IN THE LICENSED MATERIAL, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH THE LICENSED MATERIAL. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE LICENSED MATERIAL OR ANY INFORMATION THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE LICENSED MATERIAL. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT CREDO IS DEEMED LIABLE IN ANY MANNER, THEN SUCH LIABILITY, WHETHER ARISING FROM CONTRACT, WARRANTY, NEGLIGENCE OR OTHERWISE SHALL, IN NO EVENT, EXCEED THE AMOUNT YOU HAVE PAID FOR YOUR USE OF THE APPLICABLE LICENSED MATERIAL DURING THE PRECEDING TWELVE (12) MONTH PERIOD. YOU FURTHER AGREE THAT NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THE LICENSED MATERIAL MAY BE BROUGHT BY YOU AGAINST CREDO MORE THAN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO SUCH ACTION HAS OCCURRED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. In addition, to the extent the Licensee (or any Authorized User) makes any modifications, edits or alterations to the Licensed Material in violation of the intellectual property rights of any third party, its agreement with another third party, without appropriate permission or otherwise in violation of law, it shall immediately notify Credo and remove such material. To the extent Credo incurs any loss or expense (including attorney’s fees) (collectively, “Damages”) as a result of such action by Licensee, Licensee hereby agrees to indemnify and hold Credo harmless for all such Damages. Without limiting the foregoing, under no circumstances shall Credo be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning. AUTHORIZATION TO NEGOTIATE The signatory of this Agreement warrants that the institution's population of Authorized Users has been accurately represented to Credo. The signatory of this Agreement represents and warrants to Credo that he or she has the power and authority to execute this Agreement on behalf of the Licenseeinstitution, which agrees to be bound by all terms contained herein.

ACKNOWLEDGMENT AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS. The Licensee acknowledges that all copyrights, patent rights, trademarks, services marks, trade secrets and other intellectual property rights relating to Credo (collectively the "Credo Intellectual Property"), are the sole and exclusive property of Credo and the third party publishers who have licensed their Works to Credo and that this Agreement does not convey to the Licensee any right, title, or interest therein except for the right to use the Licensed Material in accordance with the terms and conditions of this Agreement. The Licensee further acknowledges that Credo may use portions of the Licensed Material and the Licensee’s name, logo, graphic, photo, or other marks to (a) customize the Licensed Materials on behalf of the Licensee Licensee, and (b) further that Credo may use for Credo’s marketing and promotional purposes on Credopurposes, portions of such customized Licenses Material that may include the Licensee’s website logo, graphic, photo, or otherwiseother marks, including referencing that Licensee is a customer of Credo, provided making clear that any such logo, graphic, photo, or other marks of the Licensee’s, continue to be are the property of the Licensee. The provisions of this Section shall survive the termination of this Agreement for any reason. DISCLAIMER OF WARRANTIES AND FORCE MAJEURE Credo disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or material displayed in the Licensed Material. Credo disclaims any responsibility for the deletion, failure to store, misdelivery, or untimely delivery of any information or material. Credo disclaims any responsibility for any harm resulting from downloading or accessing any information or material through the Service. THE LICENSED MATERIAL IS PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. CREDO EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. CREDO DISCLAIMS ANY WARRANTIES REGARDING THE ACCURACY, SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICE. CREDO DISCLAIMS, ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE LICENSED MATERIAL. YOU UNDERSTAND AND AGREE THAT IF YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE LICENSED MATERIAL, YOU DO SO AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH MATERIAL OR DATA. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. Limitation of Liability EXCEPT IN THE CASE OF DEATH OR SERIOUS INJURY, UNDER NO CIRCUMSTANCES SHALL CREDO BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF OR RELIANCE ON THE LICENSED MATERIAL. ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF CREDO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE OF THE LICENSED MATERIAL, FROM INABILITY TO USE THE LICENSED MATERIAL, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE LICENSED MATERIAL (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY LINKS PROVIDED IN THE LICENSED MATERIAL, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH THE LICENSED MATERIAL. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-NON- PERFORMANCE OF THE LICENSED MATERIAL OR ANY INFORMATION THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE LICENSED MATERIAL. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT CREDO IS DEEMED LIABLE IN ANY MANNER, THEN SUCH LIABILITY, WHETHER ARISING FROM CONTRACT, WARRANTY, NEGLIGENCE OR OTHERWISE SHALL, IN NO EVENT, EXCEED THE AMOUNT YOU HAVE PAID FOR YOUR USE OF THE APPLICABLE LICENSED MATERIAL DURING THE PRECEDING TWELVE (12) MONTH PERIOD. YOU FURTHER AGREE THAT NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THE LICENSED MATERIAL MAY BE BROUGHT BY YOU AGAINST CREDO MORE THAN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO SUCH ACTION HAS OCCURRED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. Without limiting the foregoing, under no circumstances shall Credo be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning. AUTHORIZATION TO NEGOTIATE The signatory of this Agreement warrants that the institution's population of authorized users has been accurately represented to Credo. The signatory of this Agreement represents and warrants to Credo that he or she has the power and authority to execute this Agreement on behalf of the Licenseeinstitution, which agrees to be bound by all terms contained herein.