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<br />Page 5
<br />Rev. R (Issued 10.02.2019)
<br />6. Mutual Warranties and Disclaimer.
<br />6.1. Mutual Representations & Warranties. Each party represents and warrants that it has full authority to enter into
<br />this Agreement and to fully perform its obligations hereunder.
<br />6.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES
<br />OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES
<br />OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED
<br />BY APPLICABLE LAW.
<br />THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES IS WITH CLIENT. TSL DOES
<br />NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET CLIENT’S
<br />REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR
<br />FREE.
<br />
<br />6.3. WORKPLACE SAFETY IS YOUR RESPONSIBILITY. THAT DUTY CANNOT BE DELEGATED AND TSL
<br />ACCEPTS NO DELEGATION OF THAT DUTY. TSL WILL ASSIST YOU BY PROVIDING SPECIFIC SERVICES
<br />FOR WHICH YOU HAVE CONTRACTED.
<br />7. Miscellaneous.
<br />7.1. Limitation on Liability. Except as it relates to claims related to Section 4 or Section 7.2 of this Agreement, (a) in
<br />no event shall either party be liable to the other, whether in contract, warranty, tort (including negligence) or otherwise,
<br />for special, incidental, indirect or consequential damages (including lost profits) arising out of or in connection with
<br />this Agreement; and (b) the total liability of either party for any and all damages, including, without limitation, direct
<br />damages, shall not exceed the amount of the total fees due to, or already paid to, TSL for the preceding twelve (12)
<br />months.
<br />
<br />7.1.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR
<br />THE CLAIM, UNDER NO CIRCUMSTANCES SHALL TSL BE LIABLE TO CLIENT OR TO ANY OF CLIENT’S
<br />OFFICERS, DIRECTORS, MEMBERS, MANAGERS, SHAREHOLDERS,EMPLOYEES, CONTRACTORS,
<br />AGENTS, OR REPRESENTATIVES; OR TO ANY THIRD PARTY FOR ANY CLAIM, CAUSE OF ACTION, DEMAND,
<br />LIABILITY, DAMAGES, AWARDS, FINES, OR OTHERWISE, ARISING OUT OF OR RELATING TO PERSONAL
<br />INJURY, DEATH, OR OTHER HARM CAUSED FROM USE OF OR RELIANCE ON THE CONTENT OF THE
<br />COURSES. CLIENT, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, SHAREHOLDERS, EMPLOYEES,
<br />CONTRACTORS, AGENTS, AND REPRESENTATIVES RELY ON THE CONTENT OF THE COURSES AT THEIR
<br />OWN RISK.
<br />
<br />SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES
<br />SO, SOLELY TO THE EXTENT SUCH LAW APPLIES TO CLIENT, THE ABOVE LIMITATIONS AND EXCLUSIONS
<br />MIGHT NOT APPLY TO CLIENT.
<br />7.2. Indemnification.
<br />7.2.1 Indemnification by TSL. TSL shall indemnify and hold Client harmless from any and all claims, damages, losses
<br />and expenses, including but not limited to reasonable attorney fees, arising out of or resulting from any third-party
<br />claim that the Services or any component thereof infringes or violates any intellectual property right of any person.
<br />7.2.2 Indemnification by Client. To the extent permitted by applicable law, Client shall indemnify and hold TSL
<br />harmless from any and all claims, damages, losses and expenses, including but not limited to reasonable attorney
<br />fees, arising out of or resulting from any third party claim that any document, course, or intellectual property owned
<br />by Client or uploaded to the LMS by Client infringes or violates any intellectual property right of any person.
<br />7.3. Assignment. Neither party may assign or delegate its rights or obligations pursuant to this Agreement without
<br />the prior written consent of the other, provided that such consent shall not be unreasonably withheld. Notwithstanding
<br />the foregoing, TSL may freely assign or transfer any or all of its rights without Client consent to an affiliate, or in
<br />connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
<br />7.4 Force Majeure. TSL shall have no liability for any failure or delay in performing any of its obligations pursuant to
<br />this Agreement due to, or arising out of, any act not within its control, including, without limitation, acts of God, strikes,
<br />lockouts, war, riots, lightning, fire, storm, flood, explosion, interruption or delay in power supply, computer virus,
<br />governmental laws or regulations.
<br />DocuSign Envelope ID: 6C584E07-B9D4-4BC2-A04F-262D3B0B6BA6
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