{ "document_id": 13006, "page": 98, "width_pt": 612, "height_pt": 792, "rotation": 0, "pipeline_version": "paddleocr-vl-1.6+paul-48", "engine": "paddleocr_vl", "source_run_id": 13117, "item_count": 22, "counts_by_type": { "heading": 4, "text": 18 }, "build_ms": 7, "items": [ { "id": "p98.1", "order": 1, "type": "text", "bbox": { "l": 67.68, "t": 721.44, "r": 288.96, "b": 712.08 }, "text": "shall have no liability with respect to, any Client Materials or Client Data." }, { "id": "p98.2", "order": 2, "type": "heading", "bbox": { "l": 67.68, "t": 706.08, "r": 214.32, "b": 696.96 }, "text": "5. WARRANTIES AND DISCLAIMERS", "attrs": { "block_label": "paragraph_title" }, "level": 3 }, { "id": "p98.3", "order": 3, "type": "text", "bbox": { "l": 67.2, "t": 690.48, "r": 304.32, "b": 664.32 }, "text": "5.1. Limited Warranty. EAB warrants that the services to be provided under this Agreement shall be performed in a professional manner conforming to generally accepted industry standards and practices." }, { "id": "p98.4", "order": 4, "type": "text", "bbox": { "l": 67.2, "t": 658.8, "r": 304.32, "b": 625.44 }, "text": "5.2. Client Data Warranty. Client warrants that Client has or will have all necessary rights, and has obtained any necessary third party consents, authorizations or permissions required, to provide the Client Data to EAB for such Client Data to be used in the manner contemplated by this Agreement." }, { "id": "p98.5", "order": 5, "type": "text", "bbox": { "l": 67.2, "t": 619.2, "r": 304.56, "b": 460.8 }, "text": "5.3. Compliance with Laws. The Fees set forth in the Service Agreement are not intended to be incentive compensation payments. However, EAB represents, warrants and covenants that the compensation of its employees, subcontractors or other persons who perform any student recruitment activities for Client (if any) under this Agreement is and will be in material compliance with Section 487(a)(20) of the HEA (20 U.S.C. § 1094(a)(20)), or any successor provision, and the regulations promulgated thereunder by the U.S. Department of Education (currently located at 34 C.F.R. § 668.14(b)(22)), (the \"Incentive Compensation Rules\"), to the extent applicable. It is the intention of the Parties that if there are any payments that would be deemed incentive compensation payments, then this performance of the Services would fall under Example 2-B, page 12 of the letter titled \"Implementation of Program Integrity Regulations\" from the U.S. Department of Education issued on March 17, 2011. In the event the Incentive Compensation Rules change during the Term of this Agreement or the Department of Education revises or issues official guidance concerning such regulations such that, in either case, the calculation and payment of Fees is no longer feasible, the Parties will promptly negotiate in good faith an amendment to this Agreement to comply with such change and to preserve, as nearly as practicable, the payment provisions and other economic benefits and terms of this Agreement." }, { "id": "p98.6", "order": 6, "type": "text", "bbox": { "l": 67.2, "t": 454.32, "r": 304.56, "b": 398.16 }, "text": "5.4. Client shall be responsible for obtaining and maintaining eligibility for student financial aid under Title IV of the HEA and the rules and regulations thereunder, for obtaining and maintaining all necessary state authorizations and approvals, and for maintaining its accreditation in full force and effect. Client shall promptly notify EAB in the event it is notified that any of the foregoing approvals and authorizations is, or is threatened to be, materially modified, suspended or terminated." }, { "id": "p98.7", "order": 7, "type": "text", "bbox": { "l": 67.2, "t": 391.68, "r": 304.56, "b": 327.84 }, "text": "5.5. Disclaimer: EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION AND TO THE MAXIMUM EXTENT PERMITTED BY KENTUCKY LAW, THE SERVICES AND DELIVERABLES ARE PROVIDED \"AS IS,\" AND EAB MAKES NO (AND HEREBY DISCLAIMS ALL) WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE." }, { "id": "p98.8", "order": 8, "type": "heading", "bbox": { "l": 67.68, "t": 321.36, "r": 187.2, "b": 312.48 }, "text": "6. LIMITATION OF LIABILITY", "attrs": { "block_label": "paragraph_title" }, "level": 3 }, { "id": "p98.9", "order": 9, "type": "text", "bbox": { "l": 66.24, "t": 306, "r": 305.28, "b": 122.16 }, "text": "TO THE EXTENT PERMITTED UNDER KENTUCKY LAW, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE OR RESPONSIBLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, WHICH THE OTHER PARTY MAY INCUR, EXPERIENCE OR CLAIM (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY OR USE OF SERVICES, Interruption IN USE OR AVAILABILITY OF DATA, LOST BUSINESS, LOST OPPORTUNITY, WORK STOPPAGE OR OTHER IMPAIRMENT OF ASSETS) ARISING OUT OF ANY ALLEGED BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, ON ACCOUNT OF ENTERING INTO OR RELYING ON THIS AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED UNDER KENTUCKY LAW, EAB'S TOTAL LIABILITY FOR ANY CLAIM UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES SHALL BE LIMITED TO AND SHALL NOT EXCEED TWO TIMES THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO EAB FOR THE DELIVERABLES AND/OR SERVICES RELATED TO SUCH CLAIM DURING THE ONE-YEAR PERIOD PRIOR TO THE CAUSE FOR SUCH CLAIM, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTIONS MAY BE BROUGHT, AND ANY SUCH DAMAGES SHALL CONSTITUTE YOUR SOLE AND EXCLUSIVE REMEDY." }, { "id": "p98.10", "order": 10, "type": "heading", "bbox": { "l": 66.48, "t": 115.92, "r": 242.64, "b": 106.56 }, "text": "7. CONFIDENTIALITY AND NONDISCLOSURE", "attrs": { "block_label": "paragraph_title" }, "level": 3 }, { "id": "p98.11", "order": 11, "type": "text", "bbox": { "l": 307.92, "t": 722.4, "r": 545.76, "b": 571.44 }, "text": "7.1 Confidentiality. Except as required by law or as reasonably necessary in the performance of the Services or as otherwise agreed to by Client, EAB will keep confidential any and all Client Data and Client Materials. Notwithstanding the foregoing, Client agrees that EAB shall not be obligated to maintain the confidentiality of non-personally identifying Client Data or Client Materials that are known to EAB prior to receiving the Client Data or Client Materials from Client or that becomes known (independently of disclosure by Client) directly or indirectly from a source other than one having an obligation of confidentiality to Client. The Services are confidential to EAB and its suppliers, if any. Thus, subject to the Kentucky Open Records Act, Client shall not disseminate to, or permit the use of, and shall take reasonable precautions to prevent such dissemination or use of, Services by any of its personnel to any third party. In addition, except as required by law, Client shall not disclose the fees charged by EAB to Client to any third party, other than its personnel or professional services providers (e.g., accountants or legal counsel) who need to know such information in order to provide their respective professional services to Client and, in each case, are bound by confidentiality obligations to Client. Client shall not remove from the Services any confidential markings, copyright notices and other similar indicia therein." }, { "id": "p98.12", "order": 12, "type": "text", "bbox": { "l": 309.12, "t": 565.68, "r": 545.76, "b": 540.48 }, "text": "7.2 FERPA. To the extent applicable, EAB agrees to abide by the applicable requirements of the Family Education Rights and Privacy Act (\"FERPA\") in using Client Data." }, { "id": "p98.13", "order": 13, "type": "heading", "bbox": { "l": 309.6, "t": 534.24, "r": 403.44, "b": 524.88 }, "text": "8. MISCELLANEOUS", "attrs": { "block_label": "paragraph_title" }, "level": 3 }, { "id": "p98.14", "order": 14, "type": "text", "bbox": { "l": 308.88, "t": 518.64, "r": 546.24, "b": 453.6 }, "text": "8.1 Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the Commonwealth of Kentucky, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Client hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for Franklin County, Kentucky. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement." }, { "id": "p98.15", "order": 15, "type": "text", "bbox": { "l": 308.64, "t": 447.6, "r": 546, "b": 422.16 }, "text": "8.2 Publicity. EAB and its affiliates may publicly refer to Client, including on its or their website and in sales presentations, as an EAB client and may use Client's logo for such purposes with written permission by Client." }, { "id": "p98.16", "order": 16, "type": "text", "bbox": { "l": 308.88, "t": 415.92, "r": 546.24, "b": 359.28 }, "text": "8.3 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Without limiting the generality of the foregoing, Client agrees that Section 6 will remain in effect notwithstanding the unenforceability of any provision in Section 5.5." }, { "id": "p98.17", "order": 17, "type": "text", "bbox": { "l": 309.12, "t": 352.8, "r": 546.48, "b": 328.32 }, "text": "8.4 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion." }, { "id": "p98.18", "order": 18, "type": "text", "bbox": { "l": 308.88, "t": 322.08, "r": 546.72, "b": 280.56 }, "text": "8.5 No Assignment. This Agreement is not assignable by either Party without the other Party's prior written consent, which shall not be unreasonably withheld or delayed, except an assignment by operation of law shall not require the consent of the other Party. This Agreement shall be binding upon the Parties and their respective successors and permitted assigns." }, { "id": "p98.19", "order": 19, "type": "text", "bbox": { "l": 308.88, "t": 274.56, "r": 546.96, "b": 225.12 }, "text": "8.6 Force Majeure. EAB shall not be responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay or failure is caused by fire, flood, explosion, war, embargo, government requirement, civil or military authority, act of God, act or omission of carriers or other similar causes beyond its control. If any such an event of force majeure occurs, EAB shall provide Client with written notice." }, { "id": "p98.20", "order": 20, "type": "text", "bbox": { "l": 308.64, "t": 218.64, "r": 546.96, "b": 169.68 }, "text": "8.7 Independent Contractors. EAB's relationship to Client is that of an independent contractor, and neither Party is an agent or partner of the other. Nothing herein shall be deemed to establish a partnership, joint venture or agency relationship between the Parties. EAB shall have the right to use third parties, including, without limitation, its affiliates, in performance of its obligations and in providing the Services under this Agreement." }, { "id": "p98.21", "order": 21, "type": "text", "bbox": { "l": 308.16, "t": 162.96, "r": 547.44, "b": 99.12 }, "text": "8.8 Notices. All notices required or permitted to be given pursuant to this Agreement shall be in writing and delivered by a commercially recognized national courier (such as Federal Express or UPS) to the addresses set forth on the Service Agreement. In the event that the last address Client have provided to EAB is not valid, or for any reason is not capable of delivering to Client any notices required by this Agreement, EAB's dispatch of such notice will nonetheless constitute effective notice of the changes described on the notice." }, { "id": "p98.22", "order": 22, "type": "text", "bbox": { "l": 501.12, "t": 85.68, "r": 546, "b": 76.8 }, "text": "Page 10 of 11", "attrs": { "block_label": "number" } } ], "excluded_furniture": { "first": [], "last": [] } }