Common use of Warranties and Liabilities Clause in Contracts

Warranties and Liabilities. 9.1 Publisher hereby warrants to Customer that it has full power to enter into and perform this Agreement and that so far as it is aware Subscription does not violate or infringe any existing copyright, licence or third-party rights. 9.2 Customer hereby warrants to Publisher that it has full power to enter into and perform this Agreement. 9.3 Publisher shall use reasonable endeavours to ensure that Subscription is accurate, error-free and uncorrupted, but Publisher accepts no liability whatsoever for any loss, claim or damage or any nature, whether direct, indirect, consequential or special (including without limitation, legal fees) suffered or incurred by Customer and alleged to be caused by: (i) omissions or errors in the Subscription or their consequences; or (ii) faults in or corruption of Subscription or their consequences, including but not limited to any defects caused by or during the transmission of Subscription across the Internet or by the processing of Subscription by Customer. 9.4 Nothing in this Agreement shall limit or exclude the liability of either party to the other for death or personal injury caused by its negligence or that of its employees, servants or agents. 9.5 Subject to Clauses 9.4 and 9.6, in the event that Customer makes a claim against Publisher for whatever reason, Publisher’s liability (if any) shall not exceed the price paid or to be paid by the Customer for the Subscription. Under no circumstances shall Publisher be liable for any consequential, indirect or special losses howsoever arising or for any loss of profits, revenue, interest, goodwill, business and/or savings (whether direct or indirect). 9.6 Publisher shall indemnify and hold Customer harmless from and against any direct loss, damage, cost, liability or expense (including reasonable legal and professional fees) arising out of any legal action taken against Customer by a third party claiming Subscription is in actual or alleged infringement of their intellectual property rights. This indemnity is subject to (a) the Customer promptly notifying the Publisher of any claim or action, (b) the Publisher having sole control of such claim or action, and (c) the Customer not making any admission of liability or agreeing to settle or compromise the claim or action. This indemnity shall survive the termination of this Agreement for any reason. This indemnity shall not apply if Customer has amended Subscription in any way to the extent that such amendment is the cause of the infringement. 9.7 If Publisher becomes aware of any item or part of an item in Subscription for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable, it shall use reasonable efforts to make the item or part of an item acceptable to remain in Subscription. If this is not reasonably practicable, Publisher reserves the right at any time to withdraw from Subscription any such item or part of an item. Publisher shall give written notice to Customer of such withdrawal as soon as reasonably practicable. 9.8 Nothing in this Agreement shall make Customer liable for breach of the terms of this Agreement by any Authorised User provided that Customer did not cause, knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred.

Warranties and Liabilities. 9.1 Publisher hereby warrants to Customer that it has full power to enter into and perform this Agreement and that so far as it is aware Subscription Publisher Content does not violate or infringe any existing copyright, licence or third-party rights. 9.2 Customer hereby warrants to Publisher that it has full power to enter into and perform this Agreement. 9.3 Publisher shall use reasonable endeavours to ensure that Subscription Publisher Content is accurate, error-error- free and uncorrupted, but Publisher accepts no liability whatsoever for any loss, claim or damage or any nature, whether direct, indirect, consequential or special (including without limitation, legal fees) suffered or incurred by Customer and alleged to be caused by: (i) omissions or errors in the Subscription Publisher Content or their consequences; or (ii) faults in or corruption of Subscription Publisher Content or their consequences, including but not limited to any defects caused by or during the transmission of Subscription Publisher Content across the Internet or by the processing of Subscription Publisher Content by Customer. 9.4 Nothing in this Agreement shall limit or exclude the liability of either party to the other for death or personal injury caused by its negligence or that of its employees, servants or agents. 9.5 Subject to Clauses 9.4 and 9.6, in the event that Customer makes a claim against Publisher for whatever reason, Publisher’s liability (if any) shall not exceed the price paid or to be paid by the Customer for the SubscriptionPublisher Content. Under no circumstances shall Publisher be liable for any consequential, indirect or special losses howsoever arising or for any loss of profits, revenue, interest, goodwill, business and/or savings (whether direct or indirect). 9.6 Publisher shall indemnify and hold Customer harmless from and against any direct loss, damage, cost, liability or expense (including reasonable legal and professional fees) arising out of any legal action taken against Customer by a third party claiming Subscription Publisher Content is in actual or alleged infringement of their intellectual property rights. This indemnity is subject to to (a) the Customer promptly notifying the Publisher of any claim or action, (b) the Publisher having sole control of such claim or action, and (c) the Customer not making any admission of liability or agreeing to settle or compromise the claim or action. This indemnity shall survive the termination of this Agreement for any reason. This indemnity shall not apply if Customer has amended Subscription Publisher Content in any way to the extent that such amendment is the cause of the infringement. 9.7 If Publisher becomes aware of any item or part of an item in Subscription Publisher Content for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable, it shall use reasonable efforts to make the item or part of an item acceptable to remain in SubscriptionPublisher Content. If this is not reasonably practicable, Publisher reserves the right at any time to withdraw from Subscription Publisher Content any such item or part of an item. Publisher shall give written notice to Customer of such withdrawal as soon as reasonably practicable, and if Publisher Content is used by an Internal route, Customer shall delete all such material from its implementation of Publisher Content and destroy it and shall confirm to Publisher in writing when it has done so. 9.8 Nothing in this Agreement shall make Customer liable for breach of the terms of this Agreement by any Authorised User provided that Customer did not cause, knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred.

Warranties and Liabilities. 9.1 Publisher hereby warrants to Consortium Leader and Customer that it has full power to enter into and perform this Agreement and that so far as it is aware Subscription Publisher Content does not violate or infringe any existing copyright, licence or third-party rights. 9.2 Customer hereby warrants to Publisher that it has full power to enter into and perform this Agreement. 9.3 Publisher shall use reasonable endeavours to ensure that Subscription Publisher Content is accurate, error-error- free and uncorrupted, but Publisher accepts no liability whatsoever for any loss, claim or damage or any nature, whether direct, indirect, consequential or special (including without limitation, legal fees) suffered or incurred by Customer Xxxxxxxx and alleged to be caused by: (i) omissions or errors in the Subscription Publisher Content or their consequences; or (ii) faults in or corruption of Subscription Publisher Content or their consequences, including but not limited to any defects caused by or during the transmission of Subscription Publisher Content across the Internet or by the processing of Subscription Publisher Content by Customer. 9.4 Nothing in this Agreement shall limit or exclude the liability of either party to the other for death or personal injury caused by its negligence or that of its employees, servants or agents. 9.5 Subject to Clauses 9.4 and 9.6, in the event that Consortium Leader or Customer makes a claim against Publisher for whatever reason, Publisher’s liability (if any) shall not exceed the price paid or to be paid by the Customer for the SubscriptionPublisher Content. Under no circumstances shall Publisher be liable for any consequential, indirect or special losses howsoever arising or for any loss of profits, revenue, interest, goodwill, business and/or savings (whether direct or indirect). 9.6 Publisher shall indemnify and hold Consortium Leader and Customer harmless from and against any direct loss, damage, cost, liability or expense (including reasonable legal and professional fees) arising out of any legal action taken against Customer by a third party claiming Subscription Publisher Content is in actual or alleged infringement of their intellectual property rights. This indemnity is subject to (a) the Consortium Leader or Customer promptly notifying the Publisher of any claim or action, (b) the Publisher having sole control of such claim or action, and (c) the Consortium Leader or Customer not making any admission of liability or agreeing to settle or compromise the claim or action. This indemnity shall survive the termination of this Agreement for any reason. This indemnity shall not apply if Customer has amended Subscription Publisher Content in any way to the extent that such amendment is the cause of the infringement. 9.7 If Publisher becomes aware of any item or part of an item in Subscription Publisher Content for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable, it shall use reasonable efforts to make the item or part of an item acceptable to remain in SubscriptionPublisher Content. If this is not reasonably practicable, Publisher reserves the right at any time to withdraw from Subscription Publisher Content any such item or part of an item. Publisher shall give written notice to Customer of such withdrawal as soon as reasonably practicable, and if Publisher Content is used by an Internal route, Customer shall delete all such material from its implementation of Publisher Content and destroy it and shall confirm to Publisher in writing when it has done so. 9.8 Nothing in this Agreement shall make Consortium Leader or Customer liable for breach of the terms of this Agreement by any Authorised User provided that Customer did not cause, knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred.

Warranties and Liabilities. 9.1 10.1 Publisher hereby warrants to Customer that it has full power to enter into and perform this Agreement and that so far as it is aware Subscription SPR does not violate or infringe any existing copyright, licence or third-party rights. 9.2 10.2 Customer hereby warrants to Publisher that it has full power to enter into and perform this Agreement. 9.3 10.3 Publisher shall use reasonable endeavours to ensure that Subscription SPR is accurate, error-free and uncorrupted, but Publisher accepts no liability whatsoever for any loss, claim or damage or any nature, whether direct, indirect, consequential or special (including without limitation, legal fees) suffered or incurred by Customer and alleged to be caused by: (i) omissions or errors in the Subscription SPR or their consequences; or (ii) faults in or corruption of Subscription SPR or their consequences, including but not limited to any defects caused by or during the transmission of Subscription SPR across the Internet or by the processing of Subscription SPR by Customer. 9.4 10.4 Nothing in this Agreement shall limit or exclude the liability of either party to the other for death or personal injury caused by its negligence or that of its employees, servants or agents.or 9.5 10.5 Subject to Clauses 9.4 10.4 and 9.610.6, in the event that Customer makes a claim against Publisher for whatever reason, Publisher’s liability (if any) shall not exceed the price paid or to be paid by the Customer for the SubscriptionSPR. Under no circumstances shall Publisher be liable for any consequential, indirect or special losses howsoever arising or for any loss of profits, revenue, interest, goodwill, business and/or savings (whether direct or indirect). 9.6 10.6 Publisher shall indemnify and hold Customer harmless from and against any direct loss, damage, cost, liability or expense (including reasonable legal and professional fees) arising out of any legal action taken against Customer by a third party claiming Subscription SPR is in actual or alleged infringement of their intellectual property rights. This indemnity is subject to (a) the Customer promptly notifying the Publisher of any claim or action, (b) the Publisher having sole control of such claim or action, and (c) the Customer not making any admission of liability or agreeing to settle or compromise the claim or action. This indemnity shall survive the termination of this Agreement for any reason. This indemnity shall not apply if Customer has amended Subscription SPR in any way to the extent that such amendment is the cause of the infringement. 9.7 10.7 If Publisher becomes aware of any item or part of an item in Subscription SPR for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable, it shall use reasonable efforts to make the item or part of an item acceptable to remain in SubscriptionSPR. If this is not reasonably practicable, Publisher reserves the right at any time to withdraw from Subscription SPR any such item or part of an item. Publisher shall give written notice to Customer of such withdrawal as soon as reasonably practicable. 9.8 10.8 Nothing in this Agreement shall make Customer liable for breach of the terms of this Agreement by any Authorised User provided that Customer did not cause, knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred.

Warranties and Liabilities. 9.1 10.1 Publisher hereby warrants to Customer that it has full power to enter into and perform this Agreement and that so far as it is aware Subscription SPR does not violate or infringe any existing copyright, licence or third-party rights. 9.2 10.2 Customer hereby warrants to Publisher that it has full power to enter into and perform this Agreement. 9.3 10.3 Publisher shall use reasonable endeavours to ensure that Subscription SPR is accurate, error-free and uncorrupted, but Publisher accepts no liability whatsoever for any loss, claim or damage or any nature, whether direct, indirect, consequential or special (including without limitation, legal fees) suffered or incurred by Customer and alleged to be caused by: (i) omissions or errors in the Subscription SPR or their consequences; or (ii) faults in or corruption of Subscription SPR or their consequences, including but not limited to any defects caused by or during the transmission of Subscription SPR across the Internet or by the processing of Subscription SPR by Customer. 9.4 10.4 Nothing in this Agreement shall limit or exclude the liability of either party to the other for death or personal injury caused by its negligence or that of its employees, servants or agents. 9.5 10.5 Subject to Clauses 9.4 10.4 and 9.610.6, in the event that Customer makes a claim against Publisher for whatever reason, Publisher’s liability (if any) shall not exceed the price paid or to be paid by the Customer for the SubscriptionSPR. Under no circumstances shall Publisher be liable for any consequential, indirect or special losses howsoever arising or for any loss of profits, revenue, interest, goodwill, business and/or savings (whether direct or indirect). 9.6 10.6 Publisher shall indemnify and hold Customer harmless from and against any direct loss, damage, cost, liability or expense (including reasonable legal and professional fees) arising out of any legal action taken against Customer by a third party claiming Subscription SPR is in actual or alleged infringement of their intellectual property rights. This indemnity is subject to (a) the Customer promptly notifying the Publisher of any claim or action, (b) the Publisher having sole control of such claim or action, and (c) the Customer not making any admission of liability or agreeing to settle or compromise the claim or action. This indemnity shall survive the termination of this Agreement for any reason. This indemnity shall not apply if Customer has amended Subscription SPR in any way to the extent that such amendment is the cause of the infringement. 9.7 10.7 If Publisher becomes aware of any item or part of an item in Subscription SPR for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable, it shall use reasonable efforts to make the item or part of an item acceptable to remain in SubscriptionSPR. If this is not reasonably practicable, Publisher reserves the right at any time to withdraw from Subscription SPR any such item or part of an item. Publisher shall give written notice to Customer of such withdrawal as soon as reasonably practicable. 9.8 10.8 Nothing in this Agreement shall make Customer liable for breach of the terms of this Agreement by any Authorised User provided that Customer did not cause, knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred.

Warranties and Liabilities. 9.1 Publisher hereby warrants to Customer that it has full power to enter into and perform this Agreement and that so far as it is aware Subscription does not violate or infringe any existing copyright, licence or third-party rights. 9.2 Customer hereby warrants to Publisher that it has full power to enter into and perform this Agreement. 9.3 Publisher shall use reasonable endeavours to ensure that Subscription is accurate, error-free and uncorrupted, but Publisher accepts no liability whatsoever for any loss, claim or damage or any nature, whether direct, indirect, consequential or special (including without limitation, legal fees) suffered or incurred by Customer and alleged to be caused by: (i) omissions or errors in the Subscription or their consequences; or (ii) faults in or corruption of Subscription or their consequences, including but not limited to any defects caused by or during the transmission of Subscription across the Internet or by the processing of Subscription by Customer. 9.4 Nothing in this Agreement shall limit or exclude the liability of either party to the other for death or personal injury caused by its negligence or that of its employees, servants or agents. 9.5 Subject to Clauses 9.4 and 9.6, in the event that Customer makes a claim against Publisher for whatever reason, Publisher’s liability (if any) shall not exceed the price paid or be limited to be paid by the Customer restoring access to Subscription as soon as reasonably practicable and Publisher shall have no other liability for the Subscriptionsuch cessation of access. Under no circumstances shall Publisher be liable for any consequential, indirect or special losses howsoever arising or for any loss of profits, revenue, interest, goodwill, business and/or savings (whether direct or indirect). 9.6 Publisher shall indemnify and hold Customer harmless from and against any direct loss, damage, cost, liability or expense (including reasonable legal and professional fees) arising out of any legal action taken against Customer by a third party claiming Subscription is in actual or alleged infringement of their intellectual property rights. This indemnity is subject to (a) the Customer promptly notifying the Publisher of any claim or action, (b) the Publisher having sole control of such claim or action, and (c) the Customer not making any admission of liability or agreeing to settle or compromise the claim or action. This indemnity shall survive the termination of this Agreement for any reason. This indemnity shall not apply if Customer has amended Subscription in any way to the extent that such amendment is the cause of the infringement. 9.7 If Publisher becomes aware of any item or part of an item in Subscription for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable, it shall use reasonable efforts to make the item or part of an item acceptable to remain in Subscription. If this is not reasonably practicable, Publisher reserves the right at any time to withdraw from Subscription any such item or part of an item. Publisher shall give written notice to Customer of such withdrawal as soon as reasonably practicable. 9.8 Nothing in this Agreement shall make Customer liable for breach of the terms of this Agreement by any Authorised User provided that Customer did not cause, knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred.

Warranties and Liabilities. 9.1 Publisher hereby warrants to Customer that it has full power to enter into and perform this Agreement and that so far as it is aware Subscription Publisher Content does not violate or infringe any existing copyright, licence or third-party rights. 9.2 Customer hereby warrants to Publisher that it has full power to enter into and perform this AgreementAgreement for such obligations as pertain to the Customer, and Customer shall furthermore obtain consent from participating Member Institutions to enter into and perform the duties and responsibilities of this Agreement as such obligations pertain to Member Institutions. 9.3 Publisher shall use reasonable endeavours to ensure that Subscription Publisher Content is accurate, error-error- free and uncorrupted, but Publisher neither party accepts no any liability whatsoever for any loss, claim or damage or any nature, whether direct, indirect, consequential or special (including without limitation, legal fees) suffered or incurred by Customer the other party and alleged to be caused by: (i) omissions or errors in the Subscription Publisher Content or their consequences; or (ii) faults in or corruption of Subscription Publisher Content or their consequences, including but not limited to any defects caused by or during the transmission of Subscription Publisher Content across the Internet or by the processing of Subscription Publisher Content by Customer. 9.4 Nothing in this Agreement shall limit or exclude the liability of either party to the other for death or personal injury caused by its negligence or that of its employees, servants or agents. 9.5 Subject to Clauses 9.4 and 9.6, in the event that Customer either party makes a claim against Publisher the other party for whatever reason, Publisherneither party’s liability (if any) shall not exceed the price paid or to be paid by the Customer for the SubscriptionPublisher Content. Under no circumstances shall Publisher either party be liable for any consequential, indirect or special losses howsoever arising or for any loss of profits, revenue, interest, goodwill, business and/or savings (whether direct or indirect). 9.6 Publisher shall indemnify and hold Customer harmless from and against any direct loss, damage, cost, liability or expense (including reasonable legal and professional fees) arising out of any legal action taken against Customer by a third party claiming Subscription Publisher Content is in actual or alleged infringement of their intellectual property rights. This indemnity is subject to to (a) the Customer promptly notifying the Publisher of any claim or action, (b) the Publisher having sole control of such claim or action, and (c) the Customer not making any admission of liability or agreeing to settle or compromise the claim or action. This indemnity shall survive the termination of this Agreement for any reason. This indemnity shall not apply if Customer has amended Subscription Publisher Content in any way to the extent that such amendment is (1) in explicit contravention of this Agreement and (2) is the cause of the infringement. 9.7 If Publisher becomes aware of any item or part of an item in Subscription Publisher Content for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable, it shall use reasonable efforts to make the item or part of an item acceptable to remain in SubscriptionPublisher Content. If this is not reasonably practicable, Publisher reserves the right at any time to withdraw from Subscription Publisher Content any such item or part of an item. Publisher shall give written notice to Customer of such withdrawal as soon as reasonably practicable, and if Publisher Content is used by an Internal route, Customer shall delete all such material from its implementation of Publisher Content and destroy it and shall confirm to Publisher in writing when it has done so. In no event shall Customer be required to seek out or destroy Publisher Content not under its direct control. Authorised copies of Publisher Content may be retained by Member Institutions or Authorised Users and used subject to the terms of this Agreement. If the withdrawn materials exceed ten (10) percent of Publisher Content available under this Agreement or materially reduce the value of the Publisher Content to Customer, Publisher shall give a prorata credit or refund to Customer, which may terminate this Agreement per Clause 8.1 above. 9.8 Rights and responsibilities referenced in this Agreement regarding the “Customer” shall apply individually to each of the Member Institutions covered under this Agreement; however, each Member Institution is responsible only for fulfillment of its individual responsibilities under this Agreement. Publisher acknowledges and agrees that no Member Institution shall be liable for any breach or default of another Member Institution. Publisher acknowledges and agrees that Customer shall have no liability for any conduct, action, or inaction by any Member Institution or any person or entity affiliated with the foregoing or using the Publisher Content through any Member Institution, including without limitation any faculty, staff, student, or walk-in user at any Customer Site. The Customer shall obtain confirmation from each Member Institution agreeing to abide by the terms of this Agreement. Nothing in this Agreement shall make the Customer or any Member Institution liable for breach of the terms of this Agreement by any Authorised User provided that Customer and Member Institution did not cause, knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred.

Warranties and Liabilities. 9.1 Publisher hereby warrants to Customer that it has full power to enter into and perform this Agreement and that so far as it is aware Subscription Publisher Content does not violate or infringe any existing copyright, licence or third-party rights. 9.2 Customer hereby warrants to Publisher that it has full power to enter into and perform this Agreement. 9.3 Publisher shall use reasonable endeavours to ensure that Subscription Publisher Content is accurate, error-error- free and uncorrupted, but Publisher accepts no liability whatsoever for any loss, claim or damage or any nature, whether direct, indirect, consequential or special (including without limitation, legal fees) suffered or incurred by Customer and alleged to be caused by: (i) omissions or errors in the Subscription Publisher Content or their consequences; or (ii) faults in or corruption of Subscription Publisher Content or their consequences, including but not limited to any defects caused by or during the transmission of Subscription Publisher Content across the Internet or by the processing of Subscription Publisher Content by Customer. 9.4 Nothing in this Agreement shall limit or exclude the liability of either party to the other for death or personal injury caused by its negligence or that of its employees, servants or agents. 9.5 Subject to Clauses 9.4 and 9.6, in the event that Customer makes a claim against Publisher for whatever reason, Publisher’s liability (if any) shall not exceed the price paid or to be paid by the Customer for the SubscriptionPublisher Content. Under no circumstances shall Publisher be liable for any consequential, indirect or special losses howsoever arising or for any loss of profits, revenue, interest, goodwill, business and/or savings (whether direct or indirect). 9.6 Publisher shall indemnify and hold Customer harmless from and against any direct loss, damage, cost, liability or expense (including reasonable legal and professional fees) arising out of any legal action taken against Customer by a third party claiming Subscription Publisher Content is in an actual or alleged infringement of their intellectual property rights. This indemnity is subject to to (a) the Customer promptly notifying the Publisher of any claim or action, (b) the Publisher having sole control of such claim or action, and (c) the Customer not making any admission of liability or agreeing to settle or compromise the claim or action. This indemnity shall survive the termination of this Agreement for any reason. This indemnity shall not apply if Customer has amended Subscription Publisher Content in any way to the extent that such amendment is the cause of the infringement. 9.7 If Publisher becomes aware of any item or part of an item in Subscription Publisher Content for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable, it shall use reasonable efforts to make the item or part of an item acceptable to remain in SubscriptionPublisher Content. If this is not reasonably practicable, Publisher reserves the right at any time to withdraw from Subscription Publisher Content any such item or part of an item. Publisher shall give written notice to Customer of such withdrawal as soon as reasonably practicable, and if Publisher Content is used by an Internal route, Customer shall delete all such material from its implementation of Publisher Content and destroy it and shall confirm to Publisher in writing when it has done so. 9.8 Nothing in this Agreement shall make Customer liable for breach of the terms of this Agreement by any Authorised User provided that Customer did not cause, knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred.

Warranties and Liabilities. 9.1 Publisher hereby warrants to Customer that it has full power to enter into and perform this Agreement and that so far as it is aware Subscription Publisher Content does not violate or infringe any existing copyright, licence or third-party rights. 9.2 Customer hereby warrants to Publisher that it has full power to enter into and perform this Agreement. 9.3 Publisher shall use reasonable endeavours to ensure that Subscription Publisher Content is accurate, error-free and uncorrupted, but Publisher accepts no liability whatsoever for any loss, claim or damage or any nature, whether direct, indirect, consequential or special (including without limitation, legal fees) suffered or incurred by Customer and alleged to be caused by: (i) omissions or errors in the Subscription Publisher Content or their consequences; or (ii) or faults in or corruption of Subscription Publisher Content or their consequences, including but not limited to any defects caused by or during the transmission of Subscription Publisher Content across the Internet or by the processing of Subscription Publisher Content by Customer. 9.4 Nothing in this Agreement shall limit or exclude the liability of either party to the other for death or personal injury caused by its negligence or that of its employees, servants or agents. 9.5 Subject to Clauses 9.4 and 9.6, in the event that Customer makes a claim against Publisher for whatever reason, Publisher’s liability (if any) shall not exceed the price paid or to be paid by the Customer for the SubscriptionPublisher Content. Under no circumstances shall Publisher be liable for any consequential, indirect or special losses howsoever arising or for any loss of profits, revenue, interest, goodwill, business and/or savings (whether direct or indirect). 9.6 Publisher shall indemnify and hold Customer harmless from and against any direct loss, damage, cost, liability or expense (including reasonable legal and professional fees) arising out of any legal action taken against Customer by a third party claiming Subscription Publisher Content is in actual or alleged infringement of their intellectual property rights. This indemnity is subject to (a) the Customer promptly notifying the Publisher of any claim or action, (b) the Publisher having sole control of such claim or action, and (c) the Customer not making any admission of liability or agreeing to settle or compromise the claim or action. This indemnity shall survive the termination of this Agreement for any reason. This indemnity shall not apply if Customer has amended Subscription Publisher Content in any way to the extent that such amendment is the cause of the infringement. 9.7 If Publisher becomes aware of any item or part of an item in Subscription Publisher Content for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable, it shall use reasonable efforts to make the item or part of an item acceptable to remain in SubscriptionPublisher Content. If this is not reasonably practicable, Publisher reserves the right at any time to withdraw from Subscription Publisher Content any such item or part of an item. Publisher shall give written notice to Customer of such withdrawal as soon as reasonably practicable, and if Publisher Content is used by an Internal route, Customer shall delete all such material from its implementation of Publisher Content and destroy it and shall confirm to Publisher in writing when it has done so. 9.8 Nothing in this Agreement shall make Customer liable for breach of the terms of this Agreement by any Authorised User provided that Customer did not cause, knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred.

Warranties and Liabilities. 9.1 Publisher hereby warrants to Customer that it has full power to enter into and perform this Agreement and that so far as it is aware Subscription does not violate or infringe any existing copyright, licence or third-party rights. 9.2 Customer hereby warrants to Publisher that it has full power to enter into and perform this Agreement. 9.3 Publisher shall use reasonable endeavours to ensure that Subscription is accurate, error-free and uncorrupted, but Publisher accepts no liability whatsoever for any loss, claim or damage or any nature, whether direct, indirect, consequential or special (including without limitation, legal fees) suffered or incurred by Customer and alleged to be caused by: (i) omissions or errors in the Subscription or their consequences; or (ii) faults in or corruption of Subscription or their consequences, including but not limited to any defects caused by or during the transmission of Subscription across the Internet or by the processing of Subscription by Customer. 9.4 Nothing in this Agreement shall limit or exclude the liability of either party to the other for death or personal injury caused by its negligence or that of its employees, servants or agents. 9.5 Subject to Clauses 9.4 and 9.6, in the event that Customer makes a claim against Publisher for whatever reason, Publisher’s liability (if any) shall not exceed the price paid or be limited to be paid by the Customer restoring access to Subscription as soon as reasonable practicable and Publisher shall have no other liability for such cessation of access. for the Subscription. Under no circumstances shall Publisher be liable for any consequential, indirect or special losses howsoever arising or for any loss of profits, revenue, interest, goodwill, business and/or savings (whether direct or indirect). 9.6 Publisher shall indemnify and hold Customer harmless from and against any direct loss, damage, cost, liability or expense (including reasonable legal and professional fees) arising out of any legal action taken against Customer by a third party claiming Subscription is in actual or alleged infringement of their intellectual property rights. This indemnity is subject to (a) the Customer promptly notifying the Publisher of any claim or action, (b) the Publisher having sole control of such claim or action, and (c) the Customer not making any admission of liability or agreeing to settle or compromise the claim or action. This indemnity shall survive the termination of this Agreement for any reason. This indemnity shall not apply if Customer has amended Subscription in any way to the extent that such amendment is the cause of the infringement. 9.7 If Publisher becomes aware of any item or part of an item in Subscription for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable, it shall use reasonable efforts to make the item or part of an item acceptable to remain in Subscription. If this is not reasonably practicable, Publisher reserves the right at any time to withdraw from Subscription any such item or part of an item. Publisher shall give written notice to Customer of such withdrawal as soon as reasonably practicable. 9.8 Nothing in this Agreement shall make Customer liable for breach of the terms of this Agreement by any Authorised User provided that Customer did not cause, knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred.