6.1 Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement. Campus Labs represents and warrants that the Program will perform substantially in accordance with the online Campus Labs help documentation under normal use and circumstances.

6.2 Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, Campus Labs MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. Campus Labs HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONinfringement, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

7.1 Indemnification by Campus Labs. Subject to this Agreement, Campus Labs shall defend, indemnify and hold Institution harmless against any loss or damage (including without limitation reasonable attorneys' fees) incurred in connection with claims demands, suits, or proceedings ("Claims") made or brought against Institution by a third party (i) so far as they are based on a claim that the Program infringes a U.S. copyright or existing U.S. patent issued as of the Effective Date; or (ii) arising from a breach of this Agreement by Campus Labs; provided, that Institution (a) promptly gives written notice of the Claim to Campus Labs; (b) gives Campus Labs sole control of the defense and settlement of the Claim (provided that Campus Labs may not settle or defend any Claim unless it unconditionally releases Institution of all liability); and (c) provides to Campus Labs, at Campus Labs's cost, all reasonable assistance. Campus Labs shall have no obligations to Institution under this Section 7.1 to the extent such Claims arise from Institution's or its User's breach of this Agreement or from the unauthorized combination of the Program with any of Institution's products, Programs, hardware or business processes. If a Claim has occurred, or in Campus Labs's opinion is likely to occur, Institution agrees to permit Campus Labs, at its option and expense, either to: (a) procure for Institution the right to continue using the Program; (b) replace or modify the Program so that it becomes non-infringing; or (c) cease to provide the Program, and refund to Institution any prepaid fees for the discontinued Program for the current annual term, reduced by one-twelfth of the amount thereof for each one-month period or part thereof during which Institution had use of the Program.

7.2 Indemnification by Institution. Subject to this Agreement, Institution shall defend, indemnify and hold Campus Labs harmless against any loss or damage (including without limitation reasonable attorneys' fees) incurred in connection with Claims made or brought against Campus Labs by a third party (i) alleging that Institution Data, or the use thereof by either party, has caused harm to a third party or infringes the intellectual property rights of a third party or (ii) arising from breach of this Agreement by Institution; provided, that Campus Labs (a) promptly gives written notice of the Claim to Institution; (b) gives Institution sole control of the defense and settlement of the Claim (provided that Institution may not settle or defend any Claim unless it unconditionally releases Campus Labs of all liability); and (c) provides to Institution, at Institution's cost, all reasonable assistance. Institution shall have no obligations to Campus Labs under this Section 7.2 to the extent such Claims arise from Campus Labs's breach of this Agreement or Institution's use of Institution Data as authorized and contemplated by this Agreement. The foregoing indemnity shall not apply to any infringement arising out of any use of the Program(s) in any manner not authorized herein.

7.3 Security Breach. In the event that the failure of either party (the “breaching party”) to implement and maintain appropriate safeguards results in a breach of the security of Institution Information, the breaching party shall, at its expense, provide any consumer notification required by Government Rules.

8.1 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AGGREGATE AMOUNT OF ANNUAL SUBSCRIPTION FEES PAYABLE OVER THE CURRENT TERM OF THIS AGREEMENT.