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enter into this Agreement and that they have
<br />taken actions required by their respective internal
<br />policies and procedures, bylaws or related
<br />company documents, and/or applicable law to
<br />exercise authority and to lawfully authorize the
<br />Person registering to complete the registration.
<br />7.3 Unauthorized Data Disclosure. Member
<br />acknowledges and agrees that if at any time CS
<br />learns Member has transferred or disclosed to CS
<br />any Confidential Information, PII, Student
<br />Information, Member Permitted Data, or other
<br />data or information for which the required
<br />permissions or consents were not obtained, CS
<br />will destroy all such data and immediately
<br />restrict Member from further use of the LRNG
<br />Platform and access to any such data.
<br />8. Limitation of Liability and Indemnification.
<br />8.1 LIMITATION OF LIABILITY. EXCEPT AS
<br />DESCRIBED IN EXHIBIT A, MEMBER
<br />ACKNOWLEDGES.AND AGREES THAT
<br />THE LRNG PLATFORM AND ALL THE
<br />MATERIALS, INFORMATION, SOFTWARE,
<br />FACILITIES, SERVICES AND OTHER
<br />CONTENT IN THE SERVICE AND LRNG
<br />PLATFORM ARE PROVIDED "AS IS" AND
<br />"AS AVAILABLE" WITHOUT
<br />WARRANTIES OF ANY KIND, EITHER
<br />EXPRESS OR IMPLIED. TO THE FULLEST
<br />EXTENT PERMISSIBLE PURSUANT TO
<br />APPLICABLE LAW, CS DISCLAIMS ALL
<br />WARRANTIES, EXPRESS OR IMPLIED,
<br />INCLUDING, BUT NOT LIMITED TO,
<br />IMPLIED WARRANTIES OF
<br />MERCHANTABILITY, FITNESS FOR A
<br />PARTICULAR PURPOSE AND NON -
<br />INFRINGEMENT. CS DOES NOT
<br />WARRANT THAT THE FUNCTIONS
<br />CONTAINED IN THE LRNG PLATFORM
<br />WILL BE AVAILABLE, UNINTERRUPTED
<br />OR ERROR -FREE, THAT DEFECTS WILL
<br />BE CORRECTED, OR THAT THE SERVICE
<br />OR THE SERVERS THAT MAKE THEM
<br />AVAILABLE ARE FREE OF VIRUSES OR
<br />OTHER HARMFUL COMPONENTS. CS
<br />DOES NOT WARRANT OR MAKE ANY
<br />REPRESENTATIONS REGARDING THE
<br />USE OR THE RESULTS OF THE USE OF THE
<br />LRNG PLATFORM, MATERIAL,
<br />INFORMATION, SOFTWARE, FACILITIES,
<br />FUNCTIONS OR OTHER CONTENT IN THE
<br />SERVICE, THE LRNG PLATFORM, OR ANY
<br />SITES OR SERVICES LINKED TO VIA THE
<br />LRNG PLATFORM IN TERMS OF THEIR
<br />CORRECTNESS, ACCURACY,
<br />RELIABILITY, OR OTHERWISE. IF
<br />APPLICABLE LAW DOES NOT ALLOW
<br />THE EXCLUSION OF SOME OR ALL OF
<br />THE ABOVE IMPLIED WARRANTIES TO
<br />APPLY TO MEMBER, THE ABOVE
<br />EXCLUSIONS WILL APPLY ONLY TO THE
<br />EXTENT PERMITTED BY APPLICABLE
<br />LAW.
<br />IN NO EVENT SHALL EITHER PARTY BE
<br />LIABLE FOR ANY CONSEQUENTIAL,
<br />INCIDENTAL, INDIRECT, SPECIAL OR
<br />PUNITIVE DAMAGE, LOSS OR EXPENSES
<br />(INCLUDING BUT NOT LIMITED TO
<br />BUSINESS INTERRUPTION, LOST
<br />BUSINESS, LOST PROFITS, OR LOST
<br />SAVINGS) EVEN IF IT HAS BEEN ADVISED
<br />OF THEIR POSSIBLE EXISTENCE
<br />INCLUDING, BUT NOT LIMITED TO, (i)
<br />NEGLIGENT ACTS AND/OR OMISSIONS
<br />OR, (ii) PERFORMANCE OR QUALITY OF
<br />PERFORMANCE OF ITS SERVICES AND
<br />OBLIGATIONS UNDERTHIS AGREEMENT,
<br />NOTWITHSTANDING THE FOREGOING,
<br />THIS LIMITATION OF LIABILITY
<br />PROVISION SHALL NOT APPLY TO ANY
<br />CLAIM RELATING TO OR ARISING OUT
<br />OF (i) AN INTENTIONAL, RECKLESS OR
<br />WILFUL ACT; (ii) BREACH OF THE
<br />CONFIDENTIALITY PROVISIONS OR A
<br />DATA BREACH; AND/OR (iii)
<br />INTELLECTUAL PROPERTY
<br />INFRINGEMENT OR VIOLATION OF ANY
<br />THIRD PARTY'S INTELLECTUAL
<br />PROPERTY RIGHTS, EXCEPT THAT IN NO
<br />EVENT SHALL CS' LIABILITY FOR ANY
<br />ACTION EXCEED THE AMOUNT MEMBER
<br />PAYS TO CS FOR USE OF THE LRNG
<br />PLATFORM,
<br />8.2 Indemnification. CS and Member shall
<br />indemnify and hold harmless each other and their
<br />respective affiliates, officers, directors, and
<br />agents from and against all liabilities, losses,
<br />costs, expenses (including reasonable attorney's
<br />fees), and damages resulting from either's: (i)
<br />willful misconduct or negligent act or omission
<br />or, (ii) violation of any municipal, state, or
<br />federal laws, rules, or regulations applicable to
<br />the performance of respective obligations under
<br />this Agreement, or (iii) intellectual property
<br />infringement or violation of any third parry's
<br />intellectual property rights. CS shall not be
<br />required to indemnify and hold harmless
<br />Member for any claim that is based on (a) a
<br />modification to the LRNG Platform made by
<br />someone other than CS or (b) a modification to
<br />the LRNG Platform by CS in accordance with
<br />Member's provided specifications or
<br />instructions.
<br />rev: 2017-11-02
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