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<br />4. LIMITATION OF LIABILITY <br />4.1 A Covered Party (as defined below) shall not be <br />liable for any loss, injury, claim, liability, or damage of <br />any kind resulting in any way from (a) any errors in or <br />omissions from the Online Services or any Materials <br />available or not included therein, (b) the unavailability or <br />interruption of the Online Services or any features <br />thereof or any Materials, (c) Subscribe~s use of the <br />Online Services or Materials (regardless of whether you <br />received any assistance from a Covered Party in using <br />the Online Services), (d) your use of any equipment in <br />connection with the Online Services, (e) the content of <br />Materials, or (Q any delay or failure in performance <br />beyond the reasonable control of a Covered Party. <br /> <br />4.2 "Covered Party" means (a) the provider of the <br />Online Services, its affiliates, and any officer, director, <br />employee, subcontractor, agent, successor, or assign of <br />the provider of the Online Services or its affiliates; and <br />(b) each third party supplier of Materials, their affiliates, <br />and any officer, director, employee, subcontractor, <br />agent, successor, or assign of any third party supplier of <br />Materials or any of their affiliates. <br /> <br />4.3 THE AGGREGATE LIABILITY OF THE COVERED <br />PARTIES IN CONNECTION WITH ANY OTHER CLAIM <br />ARISING OUT OF OR RELATING TO THE ONLINE <br />SERVICES OR MATERIALS SHALL NOT EXCEED <br />THE AMOUNT OF YOUR ACTUAL DIRECT <br />DAMAGES. YOUR RIGHT TO MONETARY <br />DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF <br />ALL OTHER REMEDIES WHICH YOU MAY HAVE <br />AGAINST ANY COVERED PARTY. <br /> <br />4.4 THE COVERED PARTIES SHALL NOT BE LIABLE <br />FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR <br />CONSEQUENTIAL DAMAGES OF ANY KIND <br />WHATSOEVER (INCLUDING, WITHOUT LIMITATION, <br />ATTORNEYS' FEES) IN ANY WAY DUE TO, <br />RESULTING FROM, OR ARISING IN CONNECTION <br />WITH THE ONLINE SERVICES, MATERIALS, OR <br />THE FAILURE OF ANY COVERED PARTY TO <br />PERFORM ITS OBLIGATIONS, REGARDLESS OF <br />ANY NEGLIGENCE OF ANY COVERED PARTY. <br /> <br />5. MISCELLANEOUS <br />5.1 These General Terms and Conditions, including the <br />Additional Terms, may be changed from time to time as <br />described below or by written agreement. Charges and <br />payment terms may be changed in accordance with your <br />applicable Price Schedule; all other provisions may be <br />changed by the provider of the Online Services <br />immediately upon notice. Your subscription for access to <br />the Online Services may be terminated immediately <br />upon notice to the provider of the Online Services if any <br />change is unacceptable. Continued use of the Online <br />Services following any change constitutes acceptance of <br />the chang~. <br /> <br />5.2 The provider of the Online Services or the <br />subscribing organization may terminate the subscription <br />for access to the Online Services. The effective date of <br />termination shall be ten days after the receipt of an <br />appropriate notice of termination, unless a later date is <br />specified in the notice. The provider of the Online <br />Services may suspend or 'discon~inue providing the <br />Online Services to you without notice and pursue any <br />other remedy legally available to it 'if you fail to comply <br />with any of your obligations hereunder. <br /> <br />5.3 Except as otherwise provided herein, all notices and <br />other communications hereunder shall be in writing or <br />displayed electronically in the Online Services by the <br />provider thereof. Notices shall be deemed to have been <br />properly given on the date deposited in the U.S. mails, if <br />mailed; on the date first made available, if displayed in <br />the Online Services; or on the date received, if <br />delivered in any other manner. Notices to the provider <br />of the Online Services should be sent to your account <br />representative. <br /> <br />5.4 The failure of the provider of the Online Services or <br />any third party supplier of Materials to enforce any <br />provision hereof shall not constitute or be construed as a <br />waiver of such provision or of the right to enforce it at a <br />later time. <br /> <br />5.5 The subscribing organization or individual may not <br />assign its rights or delegate its duties under the <br />subscription to access the Online Services without the <br />prior written consent of the provider of the Online <br />Services. <br /> <br />5.6 These General Terms and Conditions and the <br />Additional Terms shall be governed by and construed in <br />accordance with the laws of the State of Ohio. <br /> <br />5.7 Each third party supplier of Materials has the right <br />to assert and enforce these provisions directly on its <br />own behalf as a third party beneficiary. <br />---END OF EXHIBIT A---- <br /> <br />.1- <br />