Common use of Representations Warranties Indemnification Clause in Contracts

Representations Warranties Indemnification. 9.1. Licensor represents and warrants that (a) it has sufficient rights in and to the Content as granted herein, and (b) use of the Content by Licensee in accordance with the License Agreement shall not infringe or violate any copyright, trademark, or right of privacy or publicity of any third party. 9.2. Licensor shall not be liable for any damages caused by (a) use of the Content by Licensee or any Authorized User other than as expressly permitted under this License Agreement; (b) any failure or malfunction resulting wholly or to any material extent from the Licensee's and/or Authorized User’s willful misconduct, negligence, operator error, use other than in accordance with user documentation made available by Licensor; (c) failure by Licensee to implement recommendations previously advised by Licensor in respect of, or solutions for, faults in the Content or the Platforms; or (d) the decompilation or modification of the Content or its merger with any other program by any person other than Licensor. 9.3. Licensor shall defend, indemnify, and hold harmless Licensee and its Affiliates, successors and assigns (“Indemnified Parties”) from and against all demands, obligations, costs, losses and liabilities arising from third-party claims, (including reasonable attorney fees if a defense is not provided by Licensor, reasonable fees being such fees allowed by statutory law, if applicable) incurred by Licensee which arise out of a violation of its representations and warranties set forth herein, subject to the conditions that Licensee (a) notify Licensor immediately upon becoming aware of any such third-party claim, (b) not attempt to compromise or settle the claim, (c) provide Licensor with all reasonably requested information and assistance, and (d) permit Licensor to have sole conduct of the defense and/or settlement of such claim with counsel of Licensor’s choice at its expense. This Section 9.3 shall be the sole and exclusive remedy the Indemnified Parties may have with respect to any third party claims of misappropriation or infringement of intellectual property for the Content. This indemnification obligation shall not apply in relation to claims based in whole or in part on the use of the Content by Licensee or any Authorized User other than as expressly permitted under this License Agreement. 9.4. EXCEPT FOR THE EXPRESS WARRANTIES AND INDEMNITIES STATED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR PROVIDES THE CONTENT "AS IS" AND MAKES NO OTHER REPRESENTATION OR WARRANTY. LICENSOR EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY CLAIM ARISING FROM OR OUT OF THE CONTENT, INCLUDING BUT NOT LIMITED TO ANY ERRORS, INACCURACIES, OMISSIONS, OR DEFECTS CONTAINED THEREIN, AND ANY IMPLIED OR EXPRESS WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF DATA, BUSINESS INTERRUPTION OR LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS LICENSE AGREEMENT IS LIMITED TO THE LICENSE FEES ACTUALLY PAID TO LICENSOR IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM. 9.5. Customer represents and warrants that (a) it has the requisite authority to enter into this License Agreement and (b) if acting on behalf of one or more Licensees (i) it is fully and unconditionally authorized so to act and to bind such Licensee(s) to this License Agreement, and (ii) it has provided a copy of the License Agreement to Licensee(s) or afforded Licensee(s) the opportunity to review all provisions of the License Agreement applicable to Licensee(s).

Representations Warranties Indemnification. 9.1. 9.1 Licensor represents and warrants that (a) it has sufficient rights in and to the Content as granted herein, and (b) use of the Content by Licensee in accordance with the License Agreement shall not infringe or violate any copyright, trademark, or right of privacy or publicity of any third party. 9.2. 9.2 Licensor shall not be liable for any damages caused by (a) use of the Content by Licensee or any Authorized User other than as expressly permitted under this License Agreement; (b) any failure or malfunction resulting wholly or to any material extent from the Licensee's and/or Authorized User’s willful misconduct, negligence, operator error, use other than in accordance with user documentation made available by Licensor; (c) failure by Licensee to implement recommendations previously advised by Licensor in respect of, or solutions for, faults in the Content or the Platforms; or (d) the decompilation or modification of the Content or its merger with any other program by any person other than Licensor. 9.3. 9.3 Licensor shall defend, indemnify, and hold harmless Licensee and its Affiliates, successors and assigns (“Indemnified Parties”) from and against any and all third party claims, demands, obligations, costs, losses and liabilities arising from third-party claimsliabilities, (including reasonable attorney fees if a defense is not provided by Licensor, reasonable fees being such fees allowed by statutory law, if applicable) incurred by Licensee which arise out of a violation of its representations and warranties set forth herein, subject to the conditions that Licensee (a) notify Licensor immediately upon becoming aware of any such third-party claim, (b) not attempt to compromise or settle the claim, (c) provide Licensor with all reasonably requested information and assistance, and (d) permit Licensor to have sole conduct of the defense and/or settlement of such claim with counsel of Licensor’s choice at its expense. This Section 9.3 shall be the sole and exclusive remedy the Indemnified Parties may have with respect to any third party claims of misappropriation or infringement of intellectual property for the Content. This indemnification obligation shall not apply in relation to claims based in whole or in part on the use of the Content by Licensee or any Authorized User other than as expressly permitted under this License Agreement. 9.4. 9.4 EXCEPT FOR THE EXPRESS WARRANTIES AND INDEMNITIES STATED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR PROVIDES THE CONTENT "AS IS" AND MAKES NO OTHER REPRESENTATION OR WARRANTY. LICENSOR EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY CLAIM ARISING FROM OR OUT OF THE CONTENT, INCLUDING BUT NOT LIMITED TO ANY ERRORS, INACCURACIES, OMISSIONS, OR DEFECTS CONTAINED THEREIN, AND ANY IMPLIED OR EXPRESS WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF DATA, BUSINESS INTERRUPTION OR LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS LICENSE AGREEMENT IS LIMITED TO THE LICENSE FEES ACTUALLY PAID TO LICENSOR IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM. 9.5. 9.5 Customer represents and warrants that (a) it has the requisite authority to enter into this License Agreement and (b) if acting on behalf of one or more Licensees Licensee, (i) it is fully and unconditionally authorized so to act and to bind such Licensee(s) entities to this License Agreement, and (ii) it has provided a copy of the License Agreement to Licensee(s) Licensee or afforded Licensee(s) Licensee the opportunity to review all provisions of the License Agreement applicable to Licensee(s)Licensee.

Representations Warranties Indemnification. 9.1. Licensor 8.1 Springer represents and warrants that that, to its knowledge (ai) it has sufficient copyrights, ownership rights and/or utilization rights in and to the Content as granted hereinContent, and that (bii) use of the Content by Licensee in accordance with the License Agreement these Terms and Conditions shall not infringe or violate any United States copyright, trademark, patent, or right rights of privacy or publicity of any third party. 9.2. Licensor 8.2 Springer shall not be liable for any damages caused by (a) use of the Content by Licensee or any Authorized User other than as expressly permitted under this License Agreement; (b) any failure or malfunction resulting wholly or to any material extent from the Licensee's and/or Authorized User’s willful misconductindemnify, negligence, operator error, use other than in accordance with user documentation made available by Licensor; (c) failure by Licensee to implement recommendations previously advised by Licensor in respect of, or solutions for, faults in the Content or the Platforms; or (d) the decompilation or modification of the Content or its merger with any other program by any person other than Licensor. 9.3. Licensor shall defend, indemnify, and hold harmless Licensee and its Affiliatessubsidiaries, affiliates, divisions, successors and assigns (“Indemnified Parties”) as- signs from and against any and all claims, demands, obligationsobliga- tions, costs, losses and liabilities arising from third-party claimsliabilities, (including reasonable attorney fees if a defense is not provided by Licensor, reasonable fees being such fees allowed by statutory law, if applicable) incurred by Licensee which arise out of a violation an alleged xxxxx- tion of its representations and warranties set forth herein, subject to the conditions that Licensee (a) notify Licensor immediately upon becoming aware of any such third-party claim, (b) not attempt to compromise or settle the claim, (c) provide Licensor with all reasonably requested information and assistance, and (d) permit Licensor to have sole conduct of the defense and/or settlement of such claim with counsel of Licensor’s choice at its expense. This Section 9.3 shall be the sole and exclusive remedy the Indemnified Parties may have with respect to any third party claims of misappropriation or infringement of intellectual property for the Content. This indemnification obligation shall not apply in relation to claims based in whole or in part on the use of the Content by Licensee or any Authorized User other than as expressly permitted under this License Agreement. 9.4. 8.3 EXCEPT FOR THE EXPRESS WARRANTIES AND INDEMNITIES STATED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE APLICABLE LAW, LICENSOR SPRINGER PROVIDES THE CONTENT "AS IS" AND MAKES NO OTHER REPRESENTATION OR WARRANTY. LICENSOR SPRINGER EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY CLAIM ARISING FROM OR OUT OF THE CONTENT, INCLUDING BUT NOT LIMITED TO ANY ERRORS, INACCURACIES, OMISSIONS, OR DEFECTS CONTAINED THEREIN, AND ANY IMPLIED OR EXPRESS WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SPRINGER SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF DATA, BUSINESS INTERRUPTION OR LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS LICENSE AGREEMENT IS LIMITED TO THE LICENSE FEES ACTUALLY PAID TO LICENSOR IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM. 9.5. Customer 8.4 Licensee represents and warrants that (ai) it has the requisite corporate authority to enter into this License Agreement and Agreement, that (bii) if acting ap- plicable, it is authorized to act on behalf of one the Participating Li- braries or more Licensees Consortia Members, and that (iiii) it is fully will use its best efforts to maintain the security of its network, authorized ac- cess through its Authorized Users and unconditionally authorized so to act and to bind such Licensee(s) to this License Agreementthe integrity of the Con- tent. 8.5 Licensee shall indemnify, defend, and (ii) it has provided a copy hold harmless Springer and its subsidiaries, affiliates, divisions, successors and as- signs from and against any and all claims, demands, obliga- tions, costs, losses and liabilities, including reasonable attorney fees incurred by Licensee which arise out of the License Agreement to Licensee(s) or afforded Licensee(s) the opportunity to review all provisions an alleged xxxxx- tion of the License Agreement applicable to Licensee(s)its representations and warranties set forth herein.

Representations Warranties Indemnification. 9.1. Licensor represents and warrants that that: (ai) it has sufficient the full right, power and authority to enter into and fully perform this Agreement, (ii) it is the sole owner of all rights granted under this Agreement including copyrights and neighboring rights and any such rights originally vesting in third parties and that it is authorized to dispose over such rights to the Content as granted herein, and (b) use benefit of the Content by Licensee in accordance with Licensee, (iii) any music within the License Agreement shall Program does not infringe or violate any the trademark, trade name, copyright, trademark, or right of privacy or publicity public- ity, property rights or any other right of any third party., 9.2(iv) all necessary rights, permissions, consents and moral rights waivers have been duly obtained by contracting any material rights holder, participant, performer, presenter, contributor or other person involved in the production of the Program or providing rights, services or facilities in connection with it, (v) the Program will not contain material that is unlawful or will promote illegal or unlawful activities (including illegal prod- uct placement. Licensor shall not be liable indemnify and hold Licensee harmless against all actions, claims, costs (including reasonable legal costs and settlement costs and other payments), proceedings, direct and indirect damages, expenses, or fines arising out of any breach or non-performance by Licensor, in particular of any warranty given by it or obligation undertaken by it in this Agreement, save for any damages caused by (a) use all required licenses for the performance rights in relation to the distribution of the Content Program by Licensee hereunder - to the extent that such licenses can be required by collecting societies in the Territory - which shall be obtained and paid for by Li- censee. These representations and warranties shall remain in full force and effect so long as and shall be deemed to be repeat- ed by Licensor on each day Licensor shall have any obligation to Licensee hereunder. Any action of any of the parties to this Agreement with regard to the defense of rights of the Program will be undertaken in close cooperation with the other party. Licensee does hereby and shall at all times indemnify, defend and hold harmless Licensor, its subsidiary and affiliated com- panies, its officers, directors and employees and each of them, of and from any and all claims, liabilities, demands, and causes of action or any Authorized User other than as expressly permitted thereof arising out of or relating to any breach by Licensee of any representations, warranties, agreements, covenants, or undertakings under this License Agreement; (b) . Upon notice from Licensor of any failure claim, demand or malfunction resulting wholly action being advanced or commenced, Licensee agrees to any material extent from adjust settle or defend that claim at the sole cost of Licensee's and/or Authorized User’s willful misconduct. If Licensee shall fail prompt- ly to so do, negligence, operator error, use other than in accordance with user documentation made available by Licensor; (c) failure Licensor shall have the right and is hereby authorized and empowered by Licensee to implement recommendations previously advised appear by Licensor its attorneys in respect ofany such actions, or solutions forto adjust, faults in the Content or the Platforms; or (d) the decompilation or modification of the Content or its merger with and take any other program by action necessary or desirable for the disposition of such claim, demand or ac- tion. In any person other than Licensor. 9.3. Licensor shall defendsuch case, indemnifyLicensee, and hold harmless Licensee and its Affiliates, successors and assigns within fifteen (“Indemnified Parties”15) from and against all demands, obligations, costs, losses and liabilities arising from third-party claims, (including reasonable attorney fees if a defense is not provided days after demand therefore by Licensor, reasonable fees being shall fully reimburse Licensor for all such fees allowed by statutory lawpayments and expenses, if applicable) incurred by Licensee which arise out of a violation of its representations and warranties set forth hereinincluding reasonable, subject to the conditions that Licensee (a) notify Licensor immediately upon becoming aware of any such third-party claim, (b) not attempt to compromise or settle the claim, (c) provide Licensor with all reasonably requested information and assistance, and (d) permit Licensor to have sole conduct of the defense and/or settlement of such claim with counsel of Licensor’s choice at its expense. This Section 9.3 shall be the sole and exclusive remedy the Indemnified Parties may have with respect to any third party claims of misappropriation or infringement of intellectual property for the Content. This indemnification obligation shall not apply in relation to claims based in whole or in part on the use of the Content by Licensee or any Authorized User other than as expressly permitted under this License Agreement. 9.4. EXCEPT FOR THE EXPRESS WARRANTIES AND INDEMNITIES STATED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR PROVIDES THE CONTENT "AS IS" AND MAKES NO OTHER REPRESENTATION OR WARRANTY. LICENSOR EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY CLAIM ARISING FROM OR OUT OF THE CONTENT, INCLUDING BUT NOT LIMITED TO ANY ERRORS, INACCURACIES, OMISSIONS, OR DEFECTS CONTAINED THEREIN, AND ANY IMPLIED OR EXPRESS WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF DATA, BUSINESS INTERRUPTION OR LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS LICENSE AGREEMENT IS LIMITED TO THE LICENSE FEES ACTUALLY PAID TO LICENSOR IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM. 9.5. Customer represents and warrants that (a) it has the requisite authority to enter into this License Agreement and (b) if acting on behalf of one or more Licensees (i) it is fully and unconditionally authorized so to act and to bind such Licensee(s) to this License Agreement, and (ii) it has provided a copy of the License Agreement to Licensee(s) or afforded Licensee(s) the opportunity to review all provisions of the License Agreement applicable to Licensee(s).outside attorney's fees

Representations Warranties Indemnification. 9.1. Licensor represents and warrants that (a) it has sufficient rights in and to the Content as granted herein, and (b) use of the Content by Licensee in accordance with the License Agreement shall not infringe or violate any copyright, trademark, or right of privacy or publicity of any third party. 9.2. Licensor shall not be liable for any damages caused by (a) use of the Content by Licensee or any Authorized User other than as expressly permitted under this License Agreement; (b) any failure or malfunction resulting wholly or to any material extent from the Licensee's and/or Authorized User’s willful misconduct, negligence, operator error, use other than in accordance with user documentation made available by Licensor; (c) failure by Licensee to implement recommendations previously advised by Licensor in respect of, or solutions for, faults in the Content or the Platforms; or (d) the decompilation or modification of the Content or its merger with any other program by any person other than Licensor. 9.3. Licensor shall defend, indemnify, and hold harmless Licensee and its Affiliates, successors and assigns (“Indemnified Parties”) from and against all demands, obligations, costs, losses and liabilities arising from third-party claims, (including reasonable attorney fees if a defense is not provided by Licensor, reasonable fees being such fees allowed by statutory law, if applicable) incurred by Licensee which arise out of a violation of its representations and warranties set forth herein, subject to the conditions that Licensee (a) notify Licensor immediately upon becoming aware of any such third-third- party claim, (b) not attempt to compromise or settle the claim, (c) provide Licensor with all reasonably requested information and assistance, and (d) permit Licensor to have sole conduct of the defense and/or settlement of such claim with counsel of Licensor’s choice at its expense. This Section 9.3 shall be the sole and exclusive remedy the Indemnified Parties may have with respect to any third party claims of misappropriation or infringement of intellectual property for the Content. This indemnification obligation shall not apply in relation to claims based in whole or in part on the use of the Content by Licensee or any Authorized User other than as expressly permitted under this License Agreement. 9.4. EXCEPT FOR THE EXPRESS WARRANTIES AND INDEMNITIES STATED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR PROVIDES THE CONTENT "AS IS" AND MAKES NO OTHER REPRESENTATION OR WARRANTY. LICENSOR EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY CLAIM ARISING FROM OR OUT OF THE CONTENT, INCLUDING BUT NOT LIMITED TO ANY ERRORS, INACCURACIES, OMISSIONS, OR DEFECTS CONTAINED THEREIN, AND ANY IMPLIED OR EXPRESS WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF DATA, BUSINESS INTERRUPTION OR LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS LICENSE AGREEMENT IS LIMITED TO THE LICENSE FEES ACTUALLY PAID TO LICENSOR IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM. 9.5. Customer represents and warrants that (a) it has the requisite authority to enter into this License Agreement and (b) if acting on behalf of one or more Licensees (i) it is fully and unconditionally authorized so to act and to bind such Licensee(s) to this License Agreement, and (ii) it has provided a copy of the License Agreement to Licensee(s) or afforded Licensee(s) the opportunity to review all provisions of the License Agreement applicable to Licensee(s).,

Representations Warranties Indemnification. 9.1. 9.1 Licensor represents and warrants that (a) it has sufficient rights in and to the Content as granted herein, and (b) use of the Content by Licensee in accordance with the License Agreement shall not infringe or violate any copyright, trademark, or right of privacy or publicity of any third party. 9.2. 9.2 Licensor shall not be liable for any damages caused by (a) use of the Content by Licensee or any Authorized User other than as expressly permitted under this License Agreement; (b) any failure or malfunction resulting wholly or to any material extent from the Licensee's and/or Authorized User’s willful misconduct, negligence, operator error, use other than in accordance with user documentation made available by Licensor; (c) failure by Licensee to implement recommendations previously advised by Licensor in respect of, or solutions for, faults in the Content or the Platforms; or (d) the decompilation or modification of the Content or its merger with any other program by any person other than Licensor. 9.3. 9.3 Licensor shall defend, indemnify, and hold harmless Licensee and its Affiliates, successors and assigns (“Indemnified Parties”) from and against any and all third party claims, demands, obligations, costs, losses and liabilities arising from third-party claimsliabilities, (including reasonable attorney fees if a defense is not provided by Licensor, reasonable fees being such fees allowed by statutory law, if applicable) incurred by Licensee which arise out of a violation of its representations and warranties set forth herein, subject to the conditions that Licensee (a) notify Licensor immediately upon becoming aware of any such third-party claim, (b) not attempt to compromise or settle the claim, (c) provide Licensor with all reasonably requested information and assistance, and (d) permit Licensor to have sole conduct of the defense and/or settlement of such claim with counsel of Licensor’s choice at its expense. This Section 9.3 shall be the sole and exclusive remedy the Indemnified Parties may have with respect to any third party claims of misappropriation or infringement of intellectual property for the Content. This indemnification obligation shall not apply in relation to claims based in whole or in part on the use of the Content by Licensee or any Authorized User other than as expressly permitted under this License Agreement. 9.4. EXCEPT FOR THE EXPRESS WARRANTIES AND INDEMNITIES STATED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR PROVIDES THE CONTENT "AS IS" AND MAKES NO OTHER REPRESENTATION OR WARRANTY. LICENSOR EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY CLAIM ARISING FROM OR OUT OF THE CONTENT, INCLUDING BUT NOT LIMITED TO ANY ERRORS, INACCURACIES, OMISSIONS, OR DEFECTS CONTAINED THEREIN, AND ANY IMPLIED OR EXPRESS WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF DATA, BUSINESS INTERRUPTION OR LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS LICENSE AGREEMENT IS LIMITED TO THE LICENSE FEES ACTUALLY PAID TO LICENSOR IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM. 9.5. Customer represents and warrants that (a) it has the requisite authority to enter into this License Agreement and (b) if acting on behalf of one or more Licensees (i) it is fully and unconditionally authorized so to act and to bind such Licensee(s) to this License Agreement, and (ii) it has provided a copy of the License Agreement to Licensee(s) or afforded Licensee(s) the opportunity to review all provisions of the License Agreement applicable to Licensee(s).Section

Representations Warranties Indemnification. 9.1. 9.1 Licensor represents and warrants that (a) it has sufficient rights in and to the Content as granted herein, and (b) use of the Content by Licensee in accordance with the License Agreement shall not infringe or violate any copyright, trademark, or right of privacy or publicity of any third party. 9.2. 9.2 Subject to Section 9.6, Licensor shall not be liable for any damages damages, whether in tort (including without limitation for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise, caused by (a) use of the Content by Licensee or any Authorized User other than as expressly permitted under this License Agreement; (b) any failure or malfunction resulting wholly or to any material extent from the Licensee's and/or Authorized User’s willful misconduct, negligence, operator error, or use other than in accordance with user documentation made available by Licensor; (c) failure by Licensee to implement recommendations previously advised by Licensor in respect of, or solutions for, faults in the Content or the Platforms; or (d) the decompilation or modification of the Content or its merger with any other program by any person other than Licensor. 9.3. 9.3 Licensor shall defend, indemnify, and hold harmless Licensee and its Affiliates, successors and assigns (“Indemnified Parties”( “ I n d e m n i f i e d P a r t i e s ” ) from and against all demands, obligations, costs, losses and liabilities arising from third-party claims, (including reasonable attorney fees if a defense is not provided by Licensor, reasonable fees being such fees allowed by statutory law, if applicable) incurred by Licensee which arise out of a violation of its representations representatio ns and warranties set forth herein, subject to the conditions that Licensee (a) notify Licensor immediately upon becoming aware of any such third-party claim, (b) not attempt to compromise or settle the claim, (c) provide Licensor with all reasonably requested information and assistance, and (d) permit Licensor to have sole conduct of the defense and/or settlement of such claim with counsel of Licensor’s choice at its expense. This Subject to Section 9.6, this Section 9.3 shall be the sole and exclusive remedy the Indemnified Parties may have with respect to any third party claims of misappropriation or infringement of intellectual property for the Content. This indemnification obligation shall not apply in relation to claims based in whole or in part on the use of the Content by Licensee or any Authorized User other than as expressly permitted under this License Agreement. 9.4. 9.4 SUBJECT TO SECTION 9.6, EXCEPT FOR THE EXPRESS WARRANTIES AND INDEMNITIES STATED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR PROVIDES THE CONTENT "AS IS" AND MAKES NO OTHER REPRESENTATION OR WARRANTY. , AND LICENSOR EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY CLAIM WHETHER IN TORT (INCLUDING WITHOUT LIMITATION FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT), RESTITUTION OR OTHERWISE ARISING FROM OR OUT OF THE CONTENT, INCLUDING BUT NOT LIMITED TO ANY ERRORS, INACCURACIES, OMISSIONS, OR DEFECTS CONTAINED THEREIN, AND ANY IMPLIED OR EXPRESS WARRANTY WARRANTY, TERM, OR CONDITION AS TO SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SUBJECT TO SECTION 9.6 IN NO EVENT SHALL NOT LICENSOR, CUSTOMER OR LICENSEE BE LIABLE UNDER THIS AGREEMENT, WHETHER IN TORT (INCLUDING WITHOUT LIMITATION FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT), RESTITUTION OR OTHERWISE FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY LOSS OR DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF DATA, BUSINESS INTERRUPTION OR LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS LICENSE AGREEMENT IS LIMITED TO THE LICENSE FEES ACTUALLY PAID TO LICENSOR IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM. 9.5. Customer represents and warrants that (a) it has the requisite authority to enter into this License Agreement and (b) if acting on behalf of one or more Licensees (i) it is fully and unconditionally authorized so to act and to bind such Licensee(s) to this License Agreement, and (ii) it has provided a copy of the License Agreement to Licensee(s) or afforded Licensee(s) the opportunity to review all provisions of the License Agreement applicable to Licensee(s).OR

Representations Warranties Indemnification. 9.1. Licensor 8.1 Springer represents and warrants that that, to its knowledge (ai) it has sufficient copyrights, ownership rights and/or utilization rights in and to the Content as granted hereinContent, and that (bii) use of the Content by Licensee in accordance with the License Agreement these Terms and Conditions shall not infringe or violate any copyright, trademark, patent, or right rights of privacy or publicity of any third party. 9.2. Licensor 8.4 Springer shall not be liable for any damages caused by (a) use of the Content by Licensee or any Authorized User other than as expressly permitted under this License Agreement; (b) any failure or malfunction resulting wholly or to any material extent from the Licensee's and/or Authorized User’s willful misconduct, negligence, operator error, use other than in accordance with user documentation made available by Licensor; (c) failure by Licensee to implement recommendations previously advised by Licensor in respect of, or solutions for, faults in the Content or the Platforms; or (d) the decompilation or modification of the Content or its merger with any other program by any person other than Licensor. 9.3. Licensor shall defend, indemnify, defend and hold Licensee harmless Licensee and its Affiliates, successors and assigns (“Indemnified Parties”) from and against all demands, obligations, costs, losses any justified claims asserted by third parties based on an infringement of any copyrights or intellectual property rights and liabilities indemnify Licensee against any financial obligations arising from third-party claims, thereof (including reasonable attorney fees if costs of legal proceedings) that Licensee has to bear under a defense is not legally binding judgment or under a settlement Springer has consented to in writing provided by Licensor, reasonable fees being such fees allowed by statutory law, if applicable) incurred by Licensee which arise out of a violation of its representations and warranties set forth herein, subject to the conditions that Licensee (ai) notify Licensor immediately upon becoming aware has promptly notified Springer of the asserted claim in writing and (ii) has assigned to Springer, in a timely manner, full control and power over the legal defense. Upon request of Springer, Licensee shall provide Springer with reasonable support for the legal defense of such claims. 8.5 Except for the express warranties and indemnities stated herein and to the extent permitted by applicable law, Springer provides the Content “as is” and makes no other representation or warranty. Springer expressly disclaims any such third-party claimliability for any claim arising from or out of the Content, (b) including but not attempt limited to compromise any errors, inaccuracies, omissions, or settle the claim, (c) provide Licensor with all reasonably requested information and assistancedefects contained therein, and (d) permit Licensor any implied or express warranty as to have sole conduct of the defense and/or settlement of such claim with counsel of Licensor’s choice at its expense. This Section 9.3 shall be the sole and exclusive remedy the Indemnified Parties may have with respect to any third party claims of misappropriation merchantability or infringement of intellectual property fitness for the Content. This indemnification obligation shall not apply in relation to claims based in whole or in part on the use of the Content by Licensee or any Authorized User other than as expressly permitted under this License Agreementa particular purpose. 9.4. EXCEPT FOR THE EXPRESS WARRANTIES AND INDEMNITIES STATED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR PROVIDES THE CONTENT "AS IS" AND MAKES NO OTHER REPRESENTATION OR WARRANTY. LICENSOR EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY CLAIM ARISING FROM OR OUT OF THE CONTENT, INCLUDING BUT NOT LIMITED TO ANY ERRORS, INACCURACIES, OMISSIONS, OR DEFECTS CONTAINED THEREIN, AND ANY IMPLIED OR EXPRESS WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF DATA, BUSINESS INTERRUPTION OR LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS LICENSE AGREEMENT IS LIMITED TO THE LICENSE FEES ACTUALLY PAID TO LICENSOR IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM. 9.5. Customer 8.6 Licensee represents and warrants that (ai) it has the requisite authority to enter into this License Agreement and Agreement, that (bii) if acting applicable, it is authorized to act on behalf of one the Participating Libraries or more Licensees Consortia Members, and that (iiii) it is fully and unconditionally authorized so will use its best efforts to act and solely allow Authorized Users to bind such Licensee(s) to access the Content as permitted under this License Agreement, and (ii) that it has provided a copy will maintain the security of its network, and the integrity of the License Agreement to Licensee(s) Content. 8.7 Licensee shall indemnify, defend, and hold harmless Springer and any entity which directly or afforded Licensee(s) the opportunity to review all provisions indirectly through one or more intermediaries controls or is controlled by Springer (or is under common control of one of the License Agreement applicable to Licensee(s).foregoing entities) (the “Springer

Representations Warranties Indemnification. 9.1. 9.1 Licensor represents and warrants that (a) it has sufficient rights in and to the Content as granted herein, and (b) use of the Content by Customer and Licensee in accordance with the License Agreement shall not infringe or violate any copyright, trademark, or right of privacy or publicity of any third party. 9.2. 9.2 Licensor shall not be liable for any damages caused by (a) use of the Content by Licensee or any Authorized User other than as expressly permitted under this License Agreement; (b) any failure or malfunction resulting wholly or to any material extent from the Licensee's and/or Authorized User’s willful misconduct, negligence, operator error, use other than in accordance with user documentation made available by Licensor; (c) failure by Licensee to implement recommendations previously advised by Licensor in respect of, or solutions for, faults in the Content or the Platforms; or (d) the decompilation or modification of the Content or its merger with any other program by any person other than Licensor. 9.3. 9.3 Licensor shall defend, indemnify, and hold harmless Licensee and its Affiliates, successors and assigns (“Indemnified Parties”) from and against any and all third party claims, demands, obligations, costs, losses and liabilities arising from third-party claimsliabilities, (including reasonable attorney fees if a defense is not provided by Licensor, reasonable fees being such fees allowed by statutory law, if applicable) incurred by Licensee which arise out of a violation of its representations and warranties set forth herein, subject to the conditions that Licensee (a) notify Licensor immediately upon becoming aware of any such third-party claim, (b) not attempt to compromise or settle the claim, (c) provide Licensor with all reasonably requested information and assistance, and (d) permit Licensor to have sole conduct of the defense and/or settlement of such claim with counsel of Licensor’s choice at its expense. This Section 9.3 shall be the sole and exclusive remedy the Indemnified Parties may have with respect to any third party claims of misappropriation or infringement of intellectual property for the Content. This indemnification obligation shall not apply in relation to claims based in whole or in part on the use of the Content by Licensee or any Authorized User other than as expressly permitted under this License Agreement. 9.4. 9.4 EXCEPT FOR THE EXPRESS WARRANTIES AND INDEMNITIES STATED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR PROVIDES THE CONTENT "AS IS" AND MAKES NO OTHER REPRESENTATION OR WARRANTY. LICENSOR EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY CLAIM ARISING FROM OR OUT OF THE CONTENT, INCLUDING BUT NOT LIMITED TO ANY ERRORS, INACCURACIES, OMISSIONS, OR DEFECTS CONTAINED THEREIN, AND ANY IMPLIED OR EXPRESS WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF DATA, BUSINESS INTERRUPTION OR LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS LICENSE AGREEMENT IS LIMITED TO THE LICENSE FEES ACTUALLY PAID TO LICENSOR IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM. 9.5. 9.5 Customer represents and warrants that (a) it has the requisite authority to enter into this License Agreement and (b) if acting on behalf of one or more Licensees (i) it is fully and unconditionally authorized so to act and to bind such Licensee(s) to this License Agreement, and (ii) it has provided a copy of once the License Agreement to Licensee(s) or afforded Licensee(s) the opportunity to review all provisions of the License Agreement applicable has been executed by Customer and Licensor, will provide a copy thereof to Licensee(s).

Representations Warranties Indemnification. 9.1. 9.1 Licensor represents and warrants that (a) it has sufficient rights in and to the Content as granted herein, and (b) use of the Content by Licensee in accordance with the License Agreement shall not infringe or violate any copyright, trademark, or right of privacy or publicity of any third party. 9.2. 9.2 Licensor shall not be liable for any damages caused by (a) use of the Content by Licensee or any Authorized User other than as expressly permitted under this License Agreement; (b) any failure or malfunction resulting wholly or to any material extent from the Licensee's and/or Authorized User’s willful misconduct, negligence, operator error, use other than in accordance with user documentation made available by Licensor; (c) failure by Licensee to implement recommendations previously advised by Licensor in respect of, or solutions for, faults in the Content or the Platforms; or (d) the decompilation or modification of the Content or its merger with any other program by any person other than Licensor. 9.3. 9.3 Licensor shall defend, indemnify, and hold harmless Licensee and its Affiliates, successors and assigns (“Indemnified Parties”) from and against all demands, obligations, costs, losses and liabilities arising from third-party claims, (including reasonable attorney fees if a defense is not provided by Licensor, reasonable fees being such fees allowed by statutory law, if applicable) incurred by Licensee which arise out of a violation of its representations and warranties set forth herein, subject to the conditions that Licensee (a) notify Licensor immediately upon becoming aware of any such third-party claim, (b) not attempt to compromise or settle the claim, (c) provide Licensor with all reasonably requested information and assistance, and (d) permit Licensor to have sole conduct of the defense and/or settlement of such claim with counsel of Licensor’s choice at its expense. This Section 9.3 shall be the sole and exclusive remedy the Indemnified Parties may have with respect to any third party claims of misappropriation or infringement of intellectual property for the Content. This indemnification obligation shall not apply in relation to claims based in whole or in part on the use of the Content by Licensee or any Authorized User other than as expressly permitted under this License Agreement. 9.4. 9.4 EXCEPT FOR THE EXPRESS WARRANTIES AND INDEMNITIES STATED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR PROVIDES THE CONTENT "AS IS" AND MAKES NO OTHER REPRESENTATION OR WARRANTY. LICENSOR EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY CLAIM ARISING FROM OR OUT OF THE CONTENT, INCLUDING BUT NOT LIMITED TO ANY ERRORS, INACCURACIES, OMISSIONS, OR DEFECTS CONTAINED THEREIN, AND ANY IMPLIED OR EXPRESS WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF DATA, BUSINESS INTERRUPTION OR LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS LICENSE AGREEMENT IS LIMITED TO THE LICENSE FEES ACTUALLY PAID TO LICENSOR IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM. 9.5. 9.5 Customer represents and warrants that (a) it has the requisite authority to enter into this License Agreement and (b) if acting on behalf of one or more Licensees Licensees, (i) it is fully and unconditionally authorized so to act and to bind such Licensee(s) to this License Agreement, and (ii) it has provided a copy of the License Agreement to Licensee(s) or afforded Licensee(s) the opportunity to review all provisions of the License Agreement applicable to Licensee(s). 9.6 Customer represents that, to Customer’s knowledge, neither Customer nor any Licensee is currently the subject or target of any sanctions imposed by the sanctions authority of any government and agrees that it will not supply Licensor with any IP Address that may provide access to the Content to any entity or person when it has reason to believe providing such access would, or is likely to, violate applicable sanctions. Licensor may unilaterally terminate this License Agreement, either in whole or with respect to a particular Licensee, with immediate effect on written notice if Licensor has reasonable grounds to believe that either (i) Customer is in breach of that representation or (ii) Licensor may violate applicable sanctions by the provision of access to Content under the License Agreement due to a change in law or the placement of an entity or person on a sanctions black list.

Representations Warranties Indemnification. 9.1. Licensor OWNER represents and warrants that (ai) it OWNER is the sole owner (or sole agent for the owner) of, and has sufficient the sole right to, the Premises and is authorized to grant all rights in to the Premises set forth herein and to enter into this Agreement; (ii) the Content as granted herein, consent or permission of no other person or entity is necessary for OWNER to enter into this Agreement; (iii) the Premises is fit for habitability and/or occupancy and has passed all applicable inspection requirements; and (biv) OWNER shall take no action, nor allow or authorize any third party to take any action which might interfere with LICENSEE’S authorized use of the Content Premises. To the fullest extent permitted by Licensee in accordance with law, and except for the License Agreement negligence or willful misconduct of OWNER, LICENSEE shall defend, hold harmless and indemnify OWNER and all of its officers, employees, agents, and volunteers from and against any and all damages, claims, losses, liabilities, actions or expenses (including, but not infringe or violate any copyrightlimited to reasonable outside attorneys’ fees, trademarkexpert witness fees, or right court costs, and costs of privacy or publicity appellate proceedings) (collectively “Claims”) incurred by OWNER as a direct result of any third party. 9.2. Licensor shall not be liable for any damages damage to the Premises and property located thereon or personal injury occurring on the Premises directly caused by (a) LICENSEE’S negligence in connection with its use of the Content Premises; provided, that OWNER first submit to LICENSEE in writing, no later than five (5) days after the Term, and after completion of any additional use by Licensee or any Authorized User other than as expressly permitted under this License Agreement; (b) any failure or malfunction resulting wholly or to any material extent from the Licensee's and/or Authorized User’s willful misconduct, negligence, operator error, use other than in accordance with user documentation made available by Licensor; (c) failure by Licensee to implement recommendations previously advised by Licensor in respect of, or solutions for, faults in the Content or the Platforms; or (d) the decompilation or modification LICENSEE of the Content Property, a detailed listing of all property damages or its merger with any other program by any person other than Licensor. 9.3. Licensor shall defend, indemnifypersonal injuries for which OWNER claims LICENSEE is responsible, and OWNER shall permit LICENSEE’S representative to inspect the property so damaged. OWNER shall indemnify and hold LICENSEE and LICENSEE’S successors, assignees and licensees harmless Licensee and its Affiliates, successors and assigns (“Indemnified Parties”) from and against all demands, obligations, costs, losses and liabilities arising from third-party claims, (including reasonable attorney fees if a defense is not provided by Licensor, reasonable fees being such fees allowed by statutory law, if applicable) incurred by Licensee which arise out of a violation for any breach or alleged breach of its representations and warranties as set forth herein, subject to . OWNER’S sole remedy in the conditions that Licensee (a) notify Licensor immediately upon becoming aware event of any such third-party claim, (b) not attempt to compromise or settle the claim, (c) provide Licensor with all reasonably requested information and assistance, and (d) permit Licensor to have sole conduct of the defense and/or settlement of such claim with counsel of Licensor’s choice at its expense. This Section 9.3 a dispute hereunder shall be the sole and exclusive remedy the Indemnified Parties may have with respect to any third party claims of misappropriation or infringement of intellectual property an action at law for the Content. This indemnification obligation shall not apply in relation to claims based in whole or in part on the use of the Content by Licensee or any Authorized User other than as expressly permitted under this License Agreementdamages. 9.4. EXCEPT FOR THE EXPRESS WARRANTIES AND INDEMNITIES STATED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR PROVIDES THE CONTENT "AS IS" AND MAKES NO OTHER REPRESENTATION OR WARRANTY. LICENSOR EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY CLAIM ARISING FROM OR OUT OF THE CONTENT, INCLUDING BUT NOT LIMITED TO ANY ERRORS, INACCURACIES, OMISSIONS, OR DEFECTS CONTAINED THEREIN, AND ANY IMPLIED OR EXPRESS WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF DATA, BUSINESS INTERRUPTION OR LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS LICENSE AGREEMENT IS LIMITED TO THE LICENSE FEES ACTUALLY PAID TO LICENSOR IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM. 9.5. Customer represents and warrants that (a) it has the requisite authority to enter into this License Agreement and (b) if acting on behalf of one or more Licensees (i) it is fully and unconditionally authorized so to act and to bind such Licensee(s) to this License Agreement, and (ii) it has provided a copy of the License Agreement to Licensee(s) or afforded Licensee(s) the opportunity to review all provisions of the License Agreement applicable to Licensee(s).