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Suggestions in any manner, without credit or compensation to Institution. 6. Term and Termination (a) Term. The term for this Agreement shall commence on the Effective Date and continue In effect for one year from the effective date or until all the content credit is exhausted or whichever occurs first. (b) Suspension. Kanopy reserves the right to suspend Institution's and any End User's access to and use of the Service and Offerings in the event of any: (i) actual or reasonably suspected breach of Section 2 by Institution or any End User; provided, however that Kanopy, where applicable, will use commercially reasonable efforts to limit suspension to each End User in breach of Section 2 or 3(b) and restore access upon elimination of the relevant breach; or (II) failure by Institution to make any payment when due under this Agreement; provided, however that Kanopy will restore access upon Institution's payment of all outstanding fees. (c) Termination. Notwithstanding anything to the contrary, this Agreement maybe terminated as follows: (1) by either party upon thirty (30) days written notice to the other party;; or (R) by either party in the event the other party becomes insolvent or bankrupt; becomes the subject of any proceedings under bankruptcy, insolvency or debtor's relief law; has a receiver or manager appointed; makes an assignment for the benefit of creditors; or takes the benefit of any applicable law or statute In force for the winding up or liquidation of such party's business. (d) Survival. Any provision that, by its terms, is intended to survive the expiration or termination of this Agreement shall survive such expiration or termination, including Sections: 3(b)(Assurances); 4 (Fees and Taxes); 5 (Intellectual Property); 6(d) (Survival); 7 (Representations and Warranties); 8 (Indemnification); 9 (Disclaimer of Warranties); 10 (Limitation of Liability); and 11 (Miscellaneous). 7. Representations and Warranties Kanopy and Institution each represents and warrants to the other that: (a) it has the necessary power and authority to enter into this Agreement; (b) the execution and performance of this Agreement have been authorized by all necessary corporate or institutional action; (c) entry Into and performance of this Agreement will not conflict with any provision of law or the certificate of incorporation, bylaws or comparable organizational documents of such party; (d) no action by any governmental entity is necessary to make this Agreement valid and binding upon such party; and (e) it possesses all governmental licenses and approvals necessary to perform its obligations under this Agreement. 8. Indemnification (a) Indemnification. To the extent permitted by applicable law, each party agrees that the other party and its affiliates and licensors (collectively, "Indemnified Parties") shall have no liability for, and each party shall indemnify, defend and hold the other party's Indemnified Parties harmless against, any loss, damage, cost, Ilabilityand expense (including reasonable attorneys' fees) finally awarded by a court of competent jurisdiction or paid in settlement to the extent arising from any action or claim of a third party based upon a party's breach of Section 2(b) or 3(b) or Infringement of such third party's copyright attributable to any materials provided by the party under this Agreement; provided. however, that Kanopy shall have no obligation to indemnify Institution from any loss, damage, cost, liability or expense to the extent it arises from: (1) access to or use of the Service or any Offering In a manner that does not comply in all material respects with the terms and conditions of this Agreement or applicable laws or regulations; (11) use of the Service or any Offering in combination with any materials not provided or approved by Kanopy; or (iii) Institution Content. In the event that the Service or any Offering becomes the subject of an Indemnified claim or Kanopy reasonably determines that any Offering is likely to become the subject of an indemnified claim, Kanopy may, at its sole discretion: (1) procure for Institution a license as necessary for Institution to exercise the rights granted by Kanopy under this Agreement; (2) modify or replace the Service or Offering to avoid Infringement, providedhowever that the Service or Offering as modified or replaced remains materially the same; or (3) issue to Institution a pro-rata refund of fees paid by Institution for the Service or Offering based upon the remainder of the Access Term. (b) Procedure. The Indemnified party shall: (1) give the indemnifying party prompt written notice of any Indemnified claim; Provided . however that failure of the Indemnified party to give such prompt written notice shall not relieve the indemnifying party of any obligation to indemnify pursuant to this Section 8, except to the extent the Indemnifying party has been prejudiced thereby; (R) cooperate fully with the indemnifying party, at the indemnifying party's expense, In the defense or settlement of any indemnified claim; and (ill) give the Indemnifying party sole and complete control over the defense or settlement of any indemnified claim; provided, however that any settlement must Include a complete release of the Indemnified party without requiring the indemnified party to make any payment or bear any obligation. 9. DISCLAIMER OF WARRANTIES THE SERVICE, OFFERINGS AND ALL OTHER MATERIALS PROVIDED BY KANOPY UNDER THIS AGREEMENT (COLLECTIVELY, "KANOPY MATERIALS") ARE PROVIDED "AS IS,— "AS AVAILABLE" AND "WITH ALL FAULTS." KANOPY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS (EXCEPT AS SET FORTH IN SECTION 7), EXPRESS OR IMPLIED, INCLUDING: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (B) ANY WARRANTY WITH RESPECT TO THE QUALITY, ACCURACY, CURRENCY OR COMPLETENESS OF THE KANOPY MATERIALS, OR THAT USE OF THE KANOPY MATERIALS WILL BE ERROR -FREE, UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL MEET INSTITUTION'S OR END USERS' REQUIREMENTS. 10. LIMITATION OF LIABILITY OTHER THAN WITH RESPECT TO KANOPY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8(a): (A) IN NO EVENT SHALL KANOPY OR ITS AFFILIATES AND LICENSORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS OR COST OF COVER, ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS OCCASIONED BY OR RESULTING FROM ANY ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE KANOPY MATERIALS, SUCH AS ANY MALFUNCTION, DEFECT OR FAILURE OF ANY KANOPY MATERIALS, EVEN IF KANOPY HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE; AND (B) IN NO EVENT SHALL KANOPY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF FEES RECEIVED BY KANOPY FROM INSTITUTION UNDER THIS AGREEMENT IN THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENTS GIVING RISE TO LIABILITY AROSE. 11. Miscellaneous (a) Independent Contractors. The relationship between Kanopy and Institution established by this Agreement is solely that of independent contractors. Neither party Is in any way the partner or agent of the other, nor is either party authorized or empowered to create or assume any obligation of any kind, Implied or expressed, on behalf of the other party, without the express prior written consent of such other party. (b) Notice. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and sent to the parties as follows: (1) if to Kanopy, at the address set forth for Kanopy in the signature page herein, Attn: Legal Department, or, If different, in the most recent Order Form; (ii) if to Institution, at the address set forth for Institution In the signature page herein or, if different, in the most recent Order Form. Page 3 of 3