liabilities to third parties arising from any source, even if a party has been advised of the possibility of such damages. In addition, Contractor will not be liable in respect of the following: (a) any decisions made by University as a result of the performance of the Services or as a result of any transactions made in reliance upon any of the Materials; (b) University's misuse of the Services, Materials or other data provided to University in connection with the Services; (c) any claims by any third party in connection with U-P Data or other information unlawfully disclosed to Contractor by the University.

• e.Warranties. Contractor represents and warrants that it will provide the Services in a professional and workmanlike manner. University represents and warrants that (a) its signatory is authorized to enter into this Agreement on behalf of University, (b) (i) its provision of U-P Data and (ii) receipt of and access to the Services by the University and its Personnel will not violate any of its obligations to third parties or violate any applicable laws and that University has obtained all necessary third party consents and authorizations to provide the U-P Data and for such U-P Data to be used in the manner contemplated by the Agreement, including consents or authorizations pursuant to FERPA. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND MATERIALS ARE PROVIDED "AS IS," AND CONTRACTOR MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES AND MATERIALS AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, AND NON-INFRINGEMENT CONTRACTOR DOES NOT WARRANTY THAT THE SERVICES WILL MEET UNIVERSITY'S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS AND CONTRACTOR IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
• f.FERPA. (a) Subject to subsection (b), and to the extent that Contractor receives from University or otherwise has access to, on behalf of University, personally identifiable information from a student education record (collectively, Student Records), Contractor agrees to maintain such Student Records in accordance with the requirements of the Family Educational Rights and Privacy Act, 20 USC § 1232g, and its implementing regulations, 34 CFR pt. 99, as each may be amended from time to time (collectively FERPA). (b) University agrees (i) that Contractor is performing for the University an institutional service or function for which the University would otherwise use its employees, (ii) that the University will retain control over all education records provided to Contractor, and (iii) that the University is responsible for complying with FERPA, including with respect to the annual notification requirement (34 C.F.R. § 99.7) and with respect to providing Student Records to Contractor. University will indemnify, defend and hold harmless Contractor and its Personnel from any and all third-party claims, liabilities, and expenses arising from University's breach of its obligations under this Section.
• g.Fees and Payment. University will pay Contractor fees for the Services as set forth in the Agreement. Unless expressly stated otherwise in the Agreement, University shall pay Contractor within thirty (30) days of receipt of an invoice. Overdue payments are subject to a late payment charge, which is compounded monthly, calculated at the lesser of (x) a rate of 1% per month or (y) the maximum amount permitted by law. University will be responsible for all costs and expenses incurred by Contractor in collecting any fees or other sums owned