Common use of REPRESENTATION, WARRANTIES AND INDEMNITIES Clause in Contracts

REPRESENTATION, WARRANTIES AND INDEMNITIES. 12.1 The Publisher warrants to the Subscribing Institution that the Licensed Material and all intellectual property rights therein are owned by or licensed to the Publisher and that the Licensed Material used as contemplated in this Licence does not infringe any intellectual property rights of any person. 12.2 The Publisher agrees to indemnify, defend and hold the Subscribing Institution harmless against any and all damages, liabilities, claims, causes of action, legal fees and costs incurred by the Subscribing Institution in defending against any third party claim of intellectual property rights infringements or threats of claims thereof with respect of the use of the Licensed Material, provided that: i) the use of the Licensed Material has been in full compliance with the terms and conditions of this Agreement; ii) the Subscribing Institution provides the Publisher with prompt notice of any such claim or threat of claim; iii) the Subscribing Institution co-operates fully with the Publisher in the defence or settlement of such claim; and iv) the Publisher has sole and complete control over the defence or settlement of such claim. 12.3 The indemnity in Clause 12.2 will not apply to the extent that the relevant claim arises as a result of any change, alteration or amendment in any way to any Licensed Material by the Subscribing Institution or any Authorised User. 12.4 While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material the Publisher makes no representation and gives no warranty, express or implied, with regard to the information contained in or in any part of the Licensed Material including the fitness of such information or part for any purposes whatsoever and, subject to Clause 12.2 the Publisher accepts no liability for loss suffered or incurred by the Subscribing Institution or Authorised Users as a result of their reliance on the Licensed Material. 12.5 The Subscribing Institution agrees to notify the Publisher immediately and provide full particulars in the event that it becomes aware of any actual or threatened claims by any third party in connection with any works contained in the Licensed Material and do all things reasonably required to assist the Publisher in such claims. It is expressly agreed that upon such notification, or if the Publisher becomes aware of such a claim from other sources, the Publisher may remove such work(s) from the Licensed Material. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Licence. 12.6 In relation to any claim or action referred to in Clause 12.2 , or any other claim by a third party of which the Institution becomes aware, that the access to or use of any Licensed Material infringes any copyright, the Publisher may at its option and expense, and on written notice to the Subscribing Institution (and without prejudice to the Subscribing Institution’s rights under Clause 5.2 (Withdrawing Material) or Clause 12.2 (Infringement Indemnity), remove such Licensed Material from the Licensed Material or obtain for the Institution the right to continue accessing and using such Licensed Material in accordance with this Licence. 12.7 The Publisher reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Material and to make changes in any software used to make the Licensed Material available at their sole discretion. The Publisher will notify the Subscribing Institution of any substantial change to the Licensed Material. 12.8 Nothing in this Licence shall make the Subscribing Institution liable for any act by any Authorised User which gives rise to a breach of the terms of this Licence, provided that the Subscribing Institution did not cause or knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. 12.9 Except as provided for in Clause 12.1 or 12.2, and to the extent permitted by applicable law, and for the Institution a breach of the Licence herein with respect to the access to and use of the Licensed Materials, or an infringement of the Publisher’s intellectual property rights in the Licensed Materials: 12.9.1 neither the Subscribing Institution nor any Authorised User nor the Publisher will be liable to the other in contract or negligence or otherwise for: 12.9.1.1 any special, indirect, incidental, punitive or consequential damages; or 12.9.1.2 loss of direct or indirect profits, business, contracts, revenue or anticipated savings; or 12.9.1.3 for any increased costs or expenses. 12.9.2 the liability of the Publisher and its suppliers to the Subscribing Institution will not exceed a sum equal to the 150% of the Licence Fees for the full subscription year, even if the Publisher or any supplier has been advised of the possibility of such liability or damages. 12.10 No party excludes or limits its liability under this Licence for: 12.10.1 death or personal injury to the extent it results from its negligence, or that of its employees, authorised sub-contractors or agents in the course of their engagement; or 12.10.2 its own fraud or that of its employees, authorised sub-contractors or agents in the course of their engagement.

REPRESENTATION, WARRANTIES AND INDEMNITIES. 12.1 The 15.1 Subject to the remainder of this Clause 15, the Publisher warrants to the Subscribing Institution that that, to the Licensed Material best of its knowledge, information and belief: 15.1.1 all intellectual property rights therein in the Licensed Material are owned by or validly licensed to the Publisher and that the Permitted Use of the Licensed Material used as contemplated in this Licence does will not infringe any intellectual property rights of any person.; and 12.2 The Publisher agrees to indemnify, defend and hold 15.1.2 the Subscribing Institution harmless against any and all damages, liabilities, claims, causes of action, legal fees and costs incurred by the Subscribing Institution in defending against any third party claim of intellectual property rights infringements or threats of claims thereof with respect of the use of the Licensed Material, provided that: i) the use content of the Licensed Material has been is not unlawful. 15.2 Subject to the limitations set out in full compliance with the terms and conditions remainder of this AgreementClause 15, the Publisher shall indemnify the Institution (for itself and for the benefit of any Authorised Users) against liabilities, costs, expenses, damages, losses, interest, penalties and reasonable professional costs and expenses suffered or incurred by the Institution arising out of or in connection with a breach of the warranty given in Clause 15.1. 15.3 In relation to any claim made or action brought to which Clause 15.2 applies, the Institution shall: 15.3.1 promptly give the Publisher written notice; ii) the Subscribing Institution provides 15.3.2 give the Publisher with prompt notice immediate and complete control of the defence and settlement of such claim provided that the Publisher gives the Institution reasonable security in respect of any liability the Institution may have in respect of such claim or threat of claim; iii) action and any indemnity to which the Subscribing Institution co-operates fully with the Publisher in the defence or settlement of such claimmay be entitled under Clause 15.2; and iv) 15.3.3 give the Publisher has sole and complete control over all reasonable assistance with the defence or and settlement of such claim. 12.3 15.4 The indemnity in Clause 12.2 15.2 will not apply and the Publisher will have no liability under this Licence in relation to the extent that the relevant any claim arises arising as a result of any change, alteration or amendment in any way to any Licensed Material by the Subscribing Institution or any Authorised User. 12.4 15.5 While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material the Publisher makes no representation and gives no warranty, express or implied, warranty with regard to the information contained in or in any part of the Licensed Material including the fitness of such information or part for any purposes whatsoever and, subject to Clause 12.2 the Publisher accepts and will have no liability for any loss suffered or incurred by the Subscribing Institution or Authorised Users as a result of their reliance on the Licensed Material. 12.5 The Subscribing Institution agrees to notify the Publisher immediately and provide full particulars in the event that it becomes aware of any actual or threatened claims by any third party in connection with any works contained in the Licensed Material and do all things reasonably required to assist the Publisher in such claims. It is expressly agreed that upon such notification, or if the Publisher becomes aware of such a claim from other sources, the Publisher may remove such work(s) from the Licensed Material. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Licence. 12.6 15.6 In relation to any claim or action referred to in Clause 12.2 , or any other claim by a third party of which the Institution becomes aware, that the access to or use of any Licensed Material infringes any copyrightintellectual property right of any third party, the Publisher may at its option and expense, and on written notice to the Subscribing Institution (and without prejudice to the Subscribing Institution’s rights under Clause 5.2 (Withdrawing Material) or Clause 12.2 (Infringement IndemnityClauses 6.7 and 6.8), remove such Licensed Material from the Licensed Material or obtain for the Institution the right to continue accessing and using such Licensed Material in accordance with this Licence. 12.7 The Publisher reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Material and to make changes in 15.7 Notwithstanding any software used to make the Licensed Material available at their sole discretion. The Publisher will notify the Subscribing Institution of any substantial change other provisions to the Licensed Material. 12.8 Nothing in this Licence shall make the Subscribing Institution liable for any act by any Authorised User which gives rise to a breach of the terms of this Licencecontrary, provided that the Subscribing Institution did not cause or knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. 12.9 Except as provided for in Clause 12.1 or 12.2, and to the extent permitted by applicable law, and for neither the Institution a breach of the Licence herein with respect to the access to and use of the Licensed Materials, or an infringement of the Publisher’s intellectual property rights in the Licensed Materials: 12.9.1 neither the Subscribing Institution nor any Authorised User nor the Publisher will be liable to the other in contract or negligence under this Licence or otherwise for: 12.9.1.1 15.7.1 any special, indirect, incidental, punitive or consequential damages; or 12.9.1.2 15.7.2 loss of direct or indirect profits, business, contracts, revenue or anticipated savings; or 12.9.1.3 15.7.3 for any increased costs or expenses. 12.9.2 the liability of the Publisher and its suppliers to the Subscribing Institution will not exceed a sum equal to the 150% of the Licence Fees for the full subscription year, even if the Publisher or any supplier has been advised of the possibility of such liability or damages. 12.10 15.8 No party excludes or limits its liability under this Licence for: 12.10.1 15.8.1 death or personal injury to the extent it results from its negligence, or that of its employees, authorised sub-contractors employees or agents in the course of their engagement; or 12.10.2 15.8.2 its own fraud or that of its employees, authorised sub-contractors employees or agents in the course of their engagement.

REPRESENTATION, WARRANTIES AND INDEMNITIES. 12.1 The Publisher Clarivate warrants to the Subscribing Institution that the Licensed Material and that: 12.1.1 all intellectual property rights therein in the Licensed Product are owned by or validly licensed to the Publisher Clarivate and that the Permitted Use of the Licensed Material used as contemplated in this Licence does Product will not infringe any intellectual property rights of any person; and 12.1.2 the content of the Licensed Product is not unlawful. 12.2 The Publisher agrees In relation to indemnify, defend and hold the Subscribing Institution harmless against any and all damages, liabilities, claims, causes of action, legal fees and costs incurred claim made or action brought by the Subscribing Institution in defending against any third party claim of that the access and Permitted Use by the Institution or by any Authorised User in accordance with this Sub-Licence infringes the intellectual property rights infringements or threats of claims thereof with that third party, the Institution shall: 12.2.1 promptly give Clarivate and Jisc Collections written notice; 12.2.2 give Clarivate immediate and complete control of the defence and settlement of such claim provided that Clarivate gives the Institution reasonable security in respect of any liability the use Institution may have in respect of the Licensed Material, provided that: i) the use of the Licensed Material has been in full compliance with the terms and conditions of this Agreement; ii) the Subscribing Institution provides the Publisher with prompt notice of any such claim or threat of claim; iii) action and any indemnity to which the Subscribing Institution co-operates fully with the Publisher in the defence or settlement of such claimmay be entitled; and iv12.2.3 give Clarivate (and, so far as relevant, Jisc Collections) the Publisher has sole and complete control over all reasonable assistance with the defence or and settlement of such claim. 12.3 The indemnity in Clause 12.2 will not apply to the extent that the relevant claim arises as a result of any change, alteration or amendment in any way to any Licensed Material by the Subscribing Institution or any Authorised User. 12.4 While the Publisher Clarivate has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material the Publisher Product Clarivate makes no representation and gives no warranty, express or implied, with regard to the information contained in or in any part of the Licensed Material Product including the fitness of such information or part for any purposes whatsoever and, subject to Clause 12.2 the Publisher Clauses 13.2 Clarivate accepts no liability for loss suffered or incurred by the Subscribing Institution or Authorised Users as a result of their reliance on the Licensed MaterialProduct. 12.5 The Subscribing Institution agrees to notify the Publisher immediately and provide full particulars in the event that it becomes aware of any actual or threatened claims by any third party in connection with any works contained in the Licensed Material and do all things reasonably required to assist the Publisher in such claims. It is expressly agreed that upon such notification, or if the Publisher becomes aware of such a claim from other sources, the Publisher may remove such work(s) from the Licensed Material. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Licence. 12.6 12.4 In relation to any claim or action referred to in Clause 12.2 Error! Reference source not found., or any other claim by a third party of which the Institution becomes aware, that the access to or use of any part of the Licensed Material Product infringes any copyright, the Publisher Clarivate may at its option and expense, and on written notice to the Subscribing Institution (and without prejudice to the Subscribing Institution’s rights under Clause 5.2 (Withdrawing Material) or Clause 12.2 (Infringement Indemnity), remove such Licensed Material part from the Licensed Material Product or obtain for the Institution the right to continue accessing and using such Licensed Material Product in accordance with this Licence. 12.7 The Publisher reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Material and to make changes in any software used to make the Licensed Material available at their sole discretion. The Publisher will notify the Subscribing Institution of any substantial change to the Licensed Material. 12.8 12.5 Nothing in this Licence shall make the Subscribing Institution liable for any act by any Authorised User which gives rise to a breach of the terms of this Licence, provided that the Subscribing Institution did not cause or knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. 12.9 12.6 Except as provided for in Clause 12.1 or 12.2, and to the extent permitted by applicable law, and for the Institution a breach of the Licence herein with respect to the access to and use of the Licensed Materials, or an infringement of the Publisher’s intellectual property rights in the Licensed Materials: 12.9.1 neither the Subscribing Institution nor any Authorised User nor the Publisher Clarivate will be liable to the other in contract or negligence or otherwise for: 12.9.1.1 12.6.1 any special, indirect, incidental, punitive or consequential damages; or 12.9.1.2 12.6.2 loss of direct or indirect profits, business, contracts, revenue or anticipated savings; or 12.9.1.3 12.6.3 for any increased costs or expenses. 12.9.2 the liability of the Publisher and its suppliers to the Subscribing Institution will not exceed a sum equal to the 150% of the Licence Fees for the full subscription year, even if the Publisher or any supplier has been advised of the possibility of such liability or damages. 12.10 12.7 No party excludes or limits its liability under this Licence for: 12.10.1 12.7.1 death or personal injury to the extent it results from its negligence, or that of its employees, authorised sub-contractors employees or agents in the course of their engagement; or 12.10.2 12.7.2 its own fraud or that of its employees, authorised sub-contractors employees or agents in the course of their engagement.

REPRESENTATION, WARRANTIES AND INDEMNITIES. 12.1 5.1. Except as expressly provided in this Agreement, BAR makes no representations or warranties of any kind, express or implied, including, but not limited to, warranties of design, accuracy of the information contained in the Licensed Materials, merchantability, “up time” or fitness of use for a particular purpose. The Publisher warrants Licensed Materials and the Platform are supplied ‘as is’. 5.2. Under no circumstances shall BAR be liable to the Subscribing Institution that Authorised User or any other person for: 9.2.1 any events beyond BAR’s reasonable control; 9.2.2 any special, exemplary, incidental, punitive or consequential damages of any character arising out of the inability to use, or the use of, the Licensed Material Materials or the Platform; 9.2.3 any business losses, including without limitation, loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill; or 9.2.4 any liability for loss or corruption of any data, database or software. 5.3. Subject to clause 5.2 and all intellectual property rights therein are owned by 5.6, Irrespective of the cause or licensed form of action, BAR’s aggregate liability for any claims, losses, or damages arising out of any negligence, breach of statutory duty or breach of this Agreement shall in no circumstances exceed £100. 5.4. Authorised User accepts that BAR has an interest in limiting the personal liability of BAR’s officers and employees and, having regard to that interest, Authorised User acknowledges that BAR is a limited liability entity; Authorised User agrees that it will not bring any claim personally against BAR’s officers or employees in respect of any losses suffered in connection with this Agreement (this will not, limit or exclude the Publisher liability of the limited liability entity itself for the acts and that the Licensed Material used as contemplated omissions of BAR’s officers and employees). 5.5. Nothing in this Licence does Agreement will: 9.3.1 limit or exclude any liability for death or personal injury resulting from negligence; 9.3.2 limit or exclude any liability for fraud or fraudulent misrepresentation; 9.3.3 limit any liabilities in any way that is not infringe permitted under applicable law; or 9.3.4 exclude any intellectual property rights of any personliabilities that may not be excluded under applicable law. 12.2 The Publisher 5.6. Authorised User agrees to indemnify, defend and hold the Subscribing Institution BAR harmless from and against any loss, damage, costs, liability and all damages, liabilities, claims, causes expenses (including reasonable legal and professional fees) arising out of action, legal fees and costs incurred by the Subscribing Institution in defending against any third third-party claim of intellectual property rights infringements or threats of claims thereof legal action taken against BAR related to or in any way connected with respect of the any use of the Licensed Material, provided that: i) Materials or the use Platform by the Authorised User or any failure by the Authorised User to perform its obligations in relation to this Agreement. Regardless of the Licensed Material has been in full compliance with the terms and conditions cause or form of this Agreement; ii) the Subscribing Institution provides the Publisher with prompt notice of any such claim or threat of claim; iii) the Subscribing Institution co-operates fully with the Publisher in the defence or settlement of such claim; and iv) the Publisher has sole and complete control over the defence or settlement of such claim. 12.3 The indemnity in Clause 12.2 will not apply to the extent that the relevant claim arises as a result of any change, alteration or amendment in any way to any Licensed Material by the Subscribing Institution or any Authorised User. 12.4 While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material the Publisher makes no representation and gives no warranty, express or implied, with regard to the information contained in or in any part of the Licensed Material including the fitness of such information or part for any purposes whatsoever and, subject to Clause 12.2 the Publisher accepts no liability for loss suffered or incurred by the Subscribing Institution or Authorised Users as a result of their reliance on the Licensed Material. 12.5 The Subscribing Institution agrees to notify the Publisher immediately and provide full particulars in the event that it becomes aware of any actual or threatened claims by any third party in connection with any works contained in the Licensed Material and do all things reasonably required to assist the Publisher in such claims. It is expressly agreed that upon such notification, or if the Publisher becomes aware of such a claim from other sourcesaction, the Publisher may remove such work(s) from the Licensed Material. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Licence. 12.6 In relation to any claim or action referred to in Clause 12.2 , or any other claim by a third party of which the Institution becomes aware, that the access to or use of any Licensed Material infringes any copyright, the Publisher may at its option and expense, and on written notice to the Subscribing Institution (and without prejudice to the Subscribing Institution’s rights under Clause 5.2 (Withdrawing Material) or Clause 12.2 (Infringement Indemnity), remove such Licensed Material from the Licensed Material or obtain for the Institution the right to continue accessing and using such Licensed Material in accordance with this Licence. 12.7 The Publisher reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Material and to make changes in any software used to make the Licensed Material available at their sole discretion. The Publisher will notify the Subscribing Institution of any substantial change to the Licensed Material. 12.8 Nothing in this Licence shall make the Subscribing Institution liable for any act by any Authorised User which gives rise to a breach may bring no action arising from this Agreement more than six (6) months after the cause of the terms of this Licence, provided that the Subscribing Institution did not cause or knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurredaction arises. 12.9 Except as provided for in Clause 12.1 or 12.2, and to the extent permitted by applicable law, and for the Institution a breach of the Licence herein with respect to the access to and use of the Licensed Materials, or an infringement of the Publisher’s intellectual property rights in the Licensed Materials: 12.9.1 neither the Subscribing Institution nor any Authorised User nor the Publisher will be liable to the other in contract or negligence or otherwise for: 12.9.1.1 any special, indirect, incidental, punitive or consequential damages; or 12.9.1.2 loss of direct or indirect profits, business, contracts, revenue or anticipated savings; or 12.9.1.3 for any increased costs or expenses. 12.9.2 the liability of the Publisher and its suppliers to the Subscribing Institution will not exceed a sum equal to the 150% of the Licence Fees for the full subscription year, even if the Publisher or any supplier has been advised of the possibility of such liability or damages. 12.10 No party excludes or limits its liability under this Licence for: 12.10.1 death or personal injury to the extent it results from its negligence, or that of its employees, authorised sub-contractors or agents in the course of their engagement; or 12.10.2 its own fraud or that of its employees, authorised sub-contractors or agents in the course of their engagement.

REPRESENTATION, WARRANTIES AND INDEMNITIES. 12.1 16.1 The Publisher warrants to the Subscribing Institution Consortium that the Licensed Material and so far as Publisher is aware, all intellectual property rights therein in the Licensed Material are owned by or are validly licensed to the Publisher and that the Permitted Use of the Licensed Material used as contemplated in this Licence does will not infringe any intellectual property rights of any person. 12.2 16.2 The Publisher Consortium agrees to indemnify, defend and hold the Subscribing Institution Publisher harmless from and against any loss, damage, costs, liability and all damages, liabilities, claims, causes expenses (including reasonable legal and professional fees) arising out of action, any claim or legal fees and costs incurred by action taken against the Subscribing Institution Publisher related to or in defending against any third party claim of intellectual property rights infringements or threats of claims thereof way connected with respect of the any use of the Licensed MaterialMaterials by the Consortium, provided that: i) or any failure by the use Consortium to perform its obligations in relation to this Licence. Notwithstanding the foregoing, nothing in this Licence shall make the Consortium liable for breach of the Licensed Material has been in full compliance with terms of the terms and conditions of this Agreement; ii) Licence by any Authorized Users provided that the Subscribing applicable Institution provides did not cause, knowingly assist or condone the Publisher with prompt notice of any such claim or threat of claim; iii) the Subscribing Institution co-operates fully with the Publisher in the defence or settlement continuation of such claim; and iv) the Publisher has sole and complete control over the defence or settlement breach after becoming aware of such claim. 12.3 an actual breach having occurred. The indemnity in Clause 12.2 16.2 will not apply to the extent that the relevant claim arises as a result of any change, alteration or amendment in any way to any Licensed Material by the Subscribing an Institution or any Authorised User. 12.4 16.3 While the Publisher has no reason to believe that there are any inaccuracies or defects in the information contained in the Licensed Material the Publisher makes no representation and gives no warranty, express or implied, with regard to the information contained in or in any part of the Licensed Material including including, but not limited to, warranties of design, merchantability, accuracy of the information and the fitness of such information or part for any purposes whatsoever and, subject to Clause 12.2 16.2, the Publisher accepts no liability for loss suffered or incurred by the Subscribing Institution Consortium or Authorised Users of Institutions as a result of their reliance on the Licensed Material. The Licensed Materials are supplied ‘as is’. 12.5 The Subscribing Institution agrees to notify the Publisher immediately and provide full particulars in the event that it becomes aware of any actual or threatened claims by any third party in connection with any works contained in the Licensed Material and do all things reasonably required to assist the Publisher in such claims. It is expressly agreed that upon such notification, or if the Publisher becomes aware of such a claim from other sources, the Publisher may remove such work(s) from the Licensed Material. Failure to report knowledge of any actual or threatened claim by any third party shall be deemed a material breach of this Licence. 12.6 16.4 In relation to any claim or action referred to in Clause 12.2 16.2, or any other claim by a third party of which the Institution Consortium becomes aware, that the access to or use of any Licensed Material infringes any copyright, the Publisher may at its option and expense, and on written notice to the Subscribing Institution (and without prejudice to the Subscribing Institution’s rights under Clause 5.2 (Withdrawing Material) or Clause 12.2 (Infringement Indemnity)Consortium, remove such Licensed Material from the Licensed Material or obtain for the Institution Consortium the right to continue accessing and using such Licensed Material in accordance with this Licence. 12.7 The Publisher reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Material and to make changes in any software used to make the Licensed Material available at their sole discretion. The Publisher will notify the Subscribing Institution of any substantial change to the Licensed Material. 12.8 Nothing in this Licence shall make the Subscribing Institution liable for any act by any Authorised User which gives rise to a breach of the terms of this Licence, provided that the Subscribing Institution did not cause or knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred. 12.9 16.5 Except as provided for in Clause 12.1 or 12.217.2, and to the extent permitted by applicable law, and for the Institution a breach of the Licence herein with respect to the access to and use of the Licensed Materials, or an infringement of the Publisher’s intellectual property rights in the Licensed Materials: 12.9.1 neither the Subscribing Institution nor any Authorised User Consortium nor the Publisher will be liable to the other in contract or negligence or otherwise for: 12.9.1.1 16.5.1 any special, indirect, incidental, punitive or consequential damages; or 12.9.1.2 16.5.2 loss of direct or indirect profits, business, contracts, revenue or anticipated savings; or 12.9.1.3 16.5.3 for any increased costs or expenses. 12.9.2 the liability of the Publisher and its suppliers to the Subscribing Institution will not exceed a sum equal to the 150% of the Licence Fees for the full subscription year, even if the Publisher or any supplier has been advised of the possibility of such liability or damages. 12.10 16.6 No party excludes or limits its liability under this Licence for: 12.10.1 16.6.1 death or personal injury to the extent it results from its negligence, or that of its employees, authorised sub-contractors employees or agents in the course of their engagement; or 12.10.2 16.6.2 its own fraud or that of its employees, authorised sub-contractors employees or agents in the course of their engagement. 16.7 In no circumstances will the Publisher be liable to the Consortium or any Authorised Users for any loss resulting from a cause over which the Publisher does not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorised access, theft, or operator errors. 16.8 To the fullest extent permitted by law, the Publisher limits its liability under this Licence, to Consortium and Authorised Users, collectively to the value of the Licence Fee paid to the Publisher during the twelve (12) months prior to the time at which the liability arises.