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a. It has, and will have, the full power, authority, and legal right to enter into and perform fully <br /> its obligations under this agreement. <br /> b. Neither the execution and delivery of this Agreement nor the consummation of transactions <br /> contemplated hereby does or will (i) violate any provision of the charter or by-laws of such <br /> Party, or any laws, ordinances, rules, regulations, codes or policies to which such Party is <br /> subject to or (ii) conflict with, result in breach or violation of, constitute a default under, or <br /> require any notice under any agreement to which such Party is party or by which it is bound or <br /> to which any of its assets is subject. <br /> c. It shall comply at its own expense with all applicable laws, ordinances,rules,regulation,codes <br /> and policies in connection with its performance under this Agreement; and <br /> d. It has all rights and authorizations necessary to grant the rights and licenses set forth herein. <br /> 6. Term, Renewal, and Termination. <br /> a. The initial Term of this Agreement shall be for one year unless otherwise noted in Exhibit A.. <br /> b. Either Party may terminate this Agreement at any time if. (1) the other Party commits a <br /> material breach of this Agreement that remains uncured for a period of thirty (30) days <br /> following written notice thereof; (2) fails to pay any amounts owed to the other when due, <br /> except as provided in Section 4 or(3)with the mutual written Agreement of the other Party. <br /> 7. WARRANTY DISCLAIMERS AND LIMITATIONS ON LIABILITY. <br /> a. OTHER THAN AS EXPRESSLY PROVIDED HEREIN, THE TUTOR.COM PROPERTY <br /> IS PROVIDED ON AN "AS IS" BASIS WITHOUT, AND TUTOR.COM EXPRESSLY <br /> DISCLAIMS, ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, <br /> WHETHER EXPRESS OR IMPLIED, WHETHER ARISING BY STATUTE OR <br /> OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, <br /> INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF ACCURACY, <br /> COMPLETENESS, PERFORMANCE, CURRENCY, MERCHANTABILITY, OR FITNESS <br /> FOR A PARTICULAR PURPOSE. EXCEPT AS EXPRESSLY SET FORTH IN THIS <br /> SECTION, TUTOR.COM MAKES NO WARRANTY OR REPRESENTATION THAT THE <br /> TUTOR.COM PROPERTY OR SERVICES WILL MEET CLIENT'S REQUIREMENTS OR <br /> WILL WORK IN COMBINATION WITH ANY HARDWARE OR APPLICATIONS <br /> PROVIDED BY THIRD PARTIES, THAT THE OPERATION OF THE TUTOR.COM <br /> PROPERTY OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT <br /> ALL DEFECTS IN THE TUTOR.COM PROPERTY OR SERVICES WILL BE <br /> CORRECTED. TO THE FULL EXTENT ALLOWED BY LAW, THE FOREGOING <br /> WARRANTIES AND REMEDIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL <br /> OTHER WARRANTIES, TERMS, OR CONDITIONS, EXPRESS OR IMPLIED, EITHER <br /> IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE. THIS <br /> LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL <br /> APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER <br /> REMEDIES. EXCEPT FOR ANY LIABILITY ARISING OUT OF OR RELATED TO THE <br /> VIOLATION OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS BY <br /> TUTOR.COM, IN NO CASE SHALL TUTOR.COM'S AGGREGATE LIABILITY FOR <br /> ALL MATTERS ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT, <br /> WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE AMOUNTS <br /> ACTUALLY RECEIVED BY TUTOR.COM UNDER THIS AGREEMENT. <br /> Tutor.com Standard Master Service Agreement(MSA)—revised March 2011 Page 2 of 8 <br />