Common use of Limited Warranties Clause in Contracts

Limited Warranties. Wiz represents and warrants that the Platform shall substantially perform in conformance with its Documentation. As the Customer's sole and exclusive remedy and Wiz's sole liability for breach of this warranty, Wiz shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period of the Term. The warranty set forth shall not apply if the failure of the Platform results from or is otherwise attributable to Customer or its Permitted User’s acts or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the Services, caused due to (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WIZ DOES NOT WARRANT THAT: (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR (ii) THE SERVICES WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN THIS AGREEMENT, WIZ EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. WIZ SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNER.

Appears in 4 contracts

Samples: Wiz Master Subscription Agreement, Wiz Master Subscription Agreement, Wiz Master Subscription Agreement

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Limited Warranties. Wiz State Street represents and warrants that it is the Platform shall substantially perform in conformance with its Documentationowner of and/or has the right to grant access to the System and to provide the Remote Access Services contemplated herein. As the Customer's sole and exclusive remedy and Wiz's sole liability for breach of this warranty, Wiz shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period Because of the Term. The warranty set forth shall nature of computer information technology including, but not apply if limited to the failure use of the Platform results from or is otherwise attributable to Customer or its Permitted User’s acts or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the ServicesInternet, caused due to (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within necessity of relying upon third-party sources, and data and pricing information obtained from third parties, the Customer's systems affecting the operation of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM ARE PROVIDED ON AN System and Remote Access Services are provided “AS IS” AND “AS AVAILABLE” BASISwithout warranty express or implied including as to availability of the System, and the Customer and its Authorized Designees shall be solely responsible for the use of the System and Remote Access Services and investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. WIZ DOES NOT WARRANT THAT: (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTSState Street and its relevant licensors and third-party vendors will not be liable to the Customer or its Authorized Designees for any direct or indirect, OR (ii) THE SERVICES WILL OPERATE ERROR-FREEspecial, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall any party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTADDENDUM, WIZ STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS AND THIRD-PARTY VENDORS EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED WARRANTIESINCLUDING, INCLUDING MERCHANTABILITYWITHOUT LIMITATION, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. WIZ SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMERInfringement State Street will defend or, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNERat its option, settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to or use of State Street proprietary systems by the Customer under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that the Customer notifies State Street promptly in writing of any such claim or proceeding, cooperates with State Street in the defense of such claim or proceeding and allows State Street sole control over such claim or proceeding. Should the State Street proprietary system or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent, copyright or trade secret laws, State Street shall have the right, at State Street’s sole option, to (i) procure for the Customer the right to continue using the State Street proprietary system (ii) replace or modify the State Street proprietary system so that the State Street proprietary system becomes noninfringing, or (iii) terminate this Addendum without further obligation. This section constitutes the sole remedy to the Customer for the matters described in this section.

Appears in 3 contracts

Samples: Master Custodian Agreement (John Hancock Premium Dividend Fund), Master Custodian Agreement (John Hancock Financial Opportunities Fund), Master Custodian Agreement (John Hancock Asset-Based Lending Fund)

Limited Warranties. Wiz State Street represents and warrants that it has the Platform right to grant access to the Systems and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology, including but not limited to the use of the Internet, and the necessity of relying upon third-party sources, and data and pricing information obtained from third parties, the Systems and Remote Access Services are provided "AS IS", and you and your Authorized Designees shall substantially perform in conformance with its Documentation. As the Customer's sole and exclusive remedy and Wiz's sole liability for breach of this warranty, Wiz shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer be solely responsible for the remaining unused period of investment decisions, results obtained, regulatory reports and statements produced using the TermRemote Access Services. The warranty set forth shall not apply if the failure of the Platform results from or is otherwise attributable to Customer or State Street and its Permitted User’s acts or omissions in violation of this Agreement. Wiz shall relevant licensors will not be liable to you or your Authorized Designees for any inaccuracy direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the Service's output and/or delay and/or unavailability of Systems or the Remote Access Services, caused due to (a) failure nor shall either party be responsible for delays or nonperformance under this Addendum arising out of Customerany cause or event beyond such party's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WIZ DOES NOT WARRANT THAT: (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR (ii) THE SERVICES WILL OPERATE ERROR-FREEcontrol. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTADDENDUM, WIZ STATE STREET FOR ITSELF AND ITS RELEVANT LICENSORS EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES ANY AND ALL IMPLIED WARRANTIESWARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, WITHOUT LIMITATION ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. WIZ SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMERInfringement. State Street will defend or, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNERat our option, settle any claim or action brought against you to the extent that it is based upon an assertion that access to any proprietary System developed and owned by State Street or use of the Remote Access Services through any such proprietary System by you under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that you notify State Street promptly in writing of any such claim or proceeding and cooperate with State Street in the defense of such claim or proceeding. Should any such proprietary System or the Remote Access Services accessed thereby or any part thereof become, or in State Street's opinion be likely to become, the subject of a claim of infringement or the like under the patent or copyright or trade secret laws of the United States, State Street shall have the right, at State Street's sole option, to (i) procure for you the right to continue using such System or Remote Access Services, (ii) replace or modify such System or Remote Access Services so that the System or the Remote Access Services becomes noninfringing, or (iii) terminate access to the Remote Access Services without further obligation.

Appears in 3 contracts

Samples: Accounting Agreement (Dividend Capital Realty Income Allocation Fund), Custodian and Investment Accounting Agreement (Aetna Investment Advisers Fund Inc), Investment Accounting Agreement (Advantus Series Fund Inc)

Limited Warranties. Wiz State Street represents and warrants that it is the Platform shall substantially perform in conformance with its Documentationowner of and/or has the right to grant access to the System and to provide the Remote Access Services contemplated herein. As the Customer's sole and exclusive remedy and Wiz's sole liability for breach of this warranty, Wiz shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period Because of the Term. The warranty set forth shall nature of computer information technology including, but not apply if limited to the failure use of the Platform results from or is otherwise attributable to Customer or its Permitted User’s acts or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the ServicesInternet, caused due to (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within necessity of relying upon third-party sources, and data and pricing information obtained from third parties, the Customer's systems affecting the operation of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM ARE PROVIDED ON AN System and Remote Access Services are provided “AS IS” AND “AS AVAILABLE” BASISwithout warranty express or implied including as to availability of the System, and the Customer and its Authorized Designees shall be solely responsible for the use of the System and Remote Access Services and investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. WIZ DOES NOT WARRANT THAT: (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTSState Street and its relevant licensors and third-party vendors will not be liable to the Customer or its Authorized Designees for any direct or indirect, OR (ii) THE SERVICES WILL OPERATE ERROR-FREEspecial, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall any party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTADDENDUM, WIZ STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS AND THIRD-PARTY VENDORS EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED WARRANTIESINCLUDING, INCLUDING MERCHANTABILITYWITHOUT LIMITATION, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. WIZ SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMERInfringement State Street will defend or, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNERat its option, settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to or use of State Street proprietary systems by the Customer under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that the Customer notifies State Street promptly in writing of any such claim or proceeding, cooperates with State Street in the defense of such claim or proceeding and allows State Street sole control over such claim or proceeding. Should the State Street proprietary system or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent, copyright or trade secret laws, State Street shall have the right, at State Street’s sole option, to (i) procure for the Customer the right to continue using the State Street proprietary system, (ii) replace or modify the State Street proprietary system so that the State Street proprietary system becomes noninfringing, or (iii) terminate this Addendum without further obligation. This section constitutes the sole remedy to the Customer for the matters described in this section.

Appears in 2 contracts

Samples: Master Custodian Agreement (Transamerica Series Trust), Master Custodian Agreement (Transamerica Funds)

Limited Warranties. Wiz State Street represents and warrants that it is the Platform shall substantially perform in conformance with its Documentationowner of and/or has the right to grant access to the System and to provide the Remote Access Services contemplated herein. As the Customer's sole and exclusive remedy and Wiz's sole liability for breach of this warranty, Wiz shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period Because of the Term. The warranty set forth shall nature of computer information technology including, but not apply if limited to the failure use of the Platform results from or is otherwise attributable to Customer or its Permitted User’s acts or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the ServicesInternet, caused due to (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within necessity of relying upon third-party sources, and data and pricing information obtained from third parties, the Customer's systems affecting the operation of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM ARE PROVIDED ON AN System and Remote Access Services are provided “AS IS” AND “AS AVAILABLE” BASISwithout warranty express or implied including as to availability of the System, and the Customer and its Authorized Designees shall be solely responsible for the use of the System and Remote Access Services and investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. WIZ DOES NOT WARRANT THATState Street and its relevant licensors and third-party vendors will not be liable to the Customer or its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall any party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control. Information Classification: (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR (ii) THE SERVICES WILL OPERATE ERROR-FREE. Limited Access EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTADDENDUM, WIZ STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS AND THIRD-PARTY VENDORS EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED WARRANTIESINCLUDING, INCLUDING MERCHANTABILITYWITHOUT LIMITATION, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WIZ SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMERInfringement State Street will defend or, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNERat its option, settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to or use of State Street proprietary systems by the Customer under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that the Customer notifies State Street promptly in writing of any such claim or proceeding, cooperates with State Street in the defense of such claim or proceeding and allows State Street sole control over such claim or proceeding. Should the State Street proprietary system or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent, copyright or trade secret laws, State Street shall have the right, at State Street's sole option, to (i) procure for the Customer the right to continue using the State Street proprietary system, (ii) replace or modify the State Street proprietary system so that the State Street proprietary system becomes noninfringing, or (iii) terminate this Addendum without further obligation. This section constitutes the sole remedy to the Customer for the matters described in this section. Termination Either party to the Custodian Agreement may terminate this Addendum (i) for any reason by giving the other party at least one-hundred and eighty (180) days prior written notice in the case of notice of termination by State Street to the Customer or thirty (30) days’ notice in the case of notice from the Customer to State Street of termination, or (ii) immediately for failure of the other party to comply with any material term and condition of the Addendum by giving the other party written notice of termination. This Addendum shall in any event terminate within ninety (90) days after the termination of any service agreement applicable to the Customer. The Customer’s use of any third-party System is contingent upon its compliance with any terms of use of such system imposed by such third party and State Street’s continued access to, and use of, such third-party system. In the event of termination, the Customer will return to State Street all copies of documentation and other confidential information in its possession or in the possession of its Authorized Designees and immediately cease access to the System and Remote Access Services. The foregoing provisions with respect to confidentiality and infringement will survive termination for a period of three (3) years.

Appears in 2 contracts

Samples: Custodian Agreement (Cliffwater Enhanced Lending Fund), Custodian Agreement (Cliffwater Enhanced Lending Fund)

Limited Warranties. Wiz State Street represents and warrants that it is the Platform shall substantially perform in conformance with its Documentationowner of and/or has the right to grant access to the System and to provide the Remote Access Services contemplated herein. As the Customer's sole and exclusive remedy and Wiz's sole liability for breach of this warranty, Wiz shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period Because of the Term. The warranty set forth shall nature of computer information technology including, but not apply if limited to, the failure use of the Platform results from or is otherwise attributable to Customer or its Permitted User’s acts or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the ServicesInternet, caused due to (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within necessity of relying upon third-party sources, and data and pricing information obtained from third parties, the Customer's systems affecting the operation of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM ARE PROVIDED ON AN System and Remote Access Services are provided “AS IS” AND “AS AVAILABLE” BASISwithout warranty express or implied including as to availability of the System, and the Customer and its Authorized Designees shall be solely responsible for the use of the System and Remote Access Services and investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. WIZ DOES NOT WARRANT THAT: (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTSState Street and its relevant licensors and third-party vendors will not be liable to the Customer or its Authorized Designees for any direct or indirect, OR (ii) THE SERVICES WILL OPERATE ERROR-FREEspecial, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall any party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTADDENDUM, WIZ STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS AND THIRD-PARTY VENDORS EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED WARRANTIESINCLUDING, INCLUDING MERCHANTABILITYWITHOUT LIMITATION, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. WIZ SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMERInfringement State Street will defend or, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNERat its option, settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to or use of State Street proprietary systems by the Customer under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that the Customer notifies State Street promptly in writing of any such claim or proceeding, cooperates with State Street in the defense of such claim or proceeding and allows State Street sole control over such claim or proceeding. Should the State Street proprietary system or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent, copyright or trade secret laws, State Street shall have the right, at State Street’s sole option, to (i) procure for the Customer the right to continue using the State Street proprietary system, (ii) replace or modify the State Street proprietary system so that the State Street proprietary system becomes noninfringing, or (iii) terminate this Addendum without further obligation. This section constitutes the sole remedy to the Customer for the matters described in this section. Termination Either party to the Custodian Agreement may terminate this Addendum (i) for any reason by giving the other party at least one-hundred and eighty (180) days’ prior written notice in the case of notice of termination by State Street to the Customer or thirty (30) days’ notice in the case of notice from the Customer to State Street of termination, or (ii) immediately for failure of the other party to comply with any material term and condition of the Addendum by giving the other party written notice of termination. This Addendum shall in any event terminate within ninety (90) days after the termination of any service agreement applicable to the Customer. The Customer’s use of any third-party System is contingent upon its compliance with any terms of use of such system imposed by such third party and State Street’s continued access to, and use of, such third-party system. In the event of termination, the Customer will return to State Street all copies of documentation and other confidential information in its possession or in the possession of its Authorized Designees and immediately cease access to the System and Remote Access Services. The foregoing provisions with respect to confidentiality and infringement will survive termination for a period of three (3) years.

Appears in 2 contracts

Samples: Agreement Between (Hartford HLS Series Fund Ii Inc), Agreement (Hartford Funds Master Fund)

Limited Warranties. Wiz represents and warrants that If you purchased the Platform shall substantially perform in conformance with its Documentation. As the Customer's sole and exclusive remedy and Wiz's sole liability for breach of this warrantyDeliverables, Wiz shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period of ninety (90) days from the Term. The warranty set forth shall not apply if the failure date of receipt by you of the Platform results from or is otherwise attributable Deliverables, ARM warrants to Customer or its Permitted User’s acts or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the Services, caused due to (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WIZ DOES NOT WARRANT THATyou that: (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR the media on which the Deliverables are provided shall be free from defects in materials and workmanship under normal use; and (ii) THE SERVICES WILL OPERATE ERROR-FREEthe Deliverables will perform substantially in accordance with its accompanying documentation (if any). ARM's total liability and your exclusive remedy for breach of these limited warranties shall be limited to ARM, at ARM's option: (a) replacing the defective Deliverables; or (b) using reasonable efforts to correct material, documented, reproducible defects in the Deliverables and delivering such corrected Deliverables to you. Any replacement Deliverables will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. EXCEPT AS SET FORTH IN THIS AGREEMENTMAY BE PROVIDED ABOVE, WIZ YOU AGREE THAT THE DELIVERABLES ARE LICENSED “AS IS”, AND THAT ARM AND ANY THIRD PARTY LICENSOR EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITYWITHOUT LIMITATION THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, NON- INFRINGEMENTSATISFACTORY QUALITY, NON-INTERFERENCE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WIZ SHALL NOT BE RESPONSIBLE YOU EXPRESSLY ASSUME ALL LIABILITIES AND RISKS, FOR ANY WARRANTIES USE OR OPERATION OF LICENSED PRODUCTS, INCLUDING WITHOUT LIMITATION, APPLICATIONS DESIGNED OR INTENDED FOR MISSION CRITICAL APPLICATIONS, SUCH AS PACEMAKERS, WEAPONARY, AIRCRAFT NAVIGATION, FACTORY CONTROL SYSTEMS, ETC. AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMERSHOULD THE DELIVERABLES PROVE DEFECTIVE, AND SUCH WARRANTIES AND REPRESENTATIONS ARE YOU ASSUME THE SOLE RESPONSIBILITY ENTIRE COST OF SUCH PARTNERALL NECESSARY SERVICING, REPAIR OR CORRECTION.

Appears in 2 contracts

Samples: Licence Agreement, Licence Agreement

Limited Warranties. Wiz Company represents and warrants that that, under normal authorized use, the Platform Software shall substantially perform in conformance with its Documentation. As the Customer's sole and exclusive remedy and WizCompany's sole liability for breach of this warranty, Wiz Company shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period of the TermSoftware. The warranty set forth herein shall not apply if the failure of the Platform Software results from or is otherwise attributable to Customer to: (i) repair, maintenance or modification of the Software by persons other than Company or its Permitted User’s acts authorized contractors; (ii) accident, negligence, abuse or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability misuse of the Services, caused due to Software; (aiii) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation use of the PlatformSoftware other than in accordance with the Documentation; or (iv) the combination of the Software with equipment or software not authorized or provided by Company. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORMSOFTWARE, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM RESULTS THEREOF ARE PROVIDED ON AN “AS IS” AND "AS AVAILABLE" BASIS. WIZ COMPANY DOES NOT WARRANT THAT: (i) THE SOFTWARE AND/OR THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR (ii) THE SERVICES SOFTWARE WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN SECTION 8 AND THIS AGREEMENTSECTION 12, WIZ THE COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. WIZ COMPANY WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO PUBLIC NETWORKS OR CUSTOMER'S HOSTING SERVICES. COMPANY SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNER.

Appears in 2 contracts

Samples: Saas) License Agreement, Saas) License Agreement

Limited Warranties. Wiz represents Buyer hereby affirms and warrants acknowledges that neither Seller nor the Platform shall substantially perform in conformance Affiliated Sellers nor any of their respective officers, directors, agents, employees, accountants, advisors and/or attorneys (collectively the “Exculpated Parties”) have made nor has Buyer relied upon any representation, warranty or promise whether oral or written, express or implied, by operation of law or otherwise, with its Documentation. As respect to the Customer's sole and exclusive remedy and Wiz's sole liability for breach Assets or any other subject matter of this warranty, Wiz shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period of the Term. The warranty except as otherwise expressly set forth shall not apply if the failure of the Platform results from or is otherwise attributable to Customer or its Permitted User’s acts or omissions in violation of this Agreement. Wiz Without limitation, Buyer acknowledges that, except as specifically set forth to the contrary in this Agreement, no warranties or representations, expressed or implied, of any kind whatsoever have been made by any of the Exculpated Parties, or will be relied upon, and Buyer hereby releases the Exculpated Parties from any claims with respect to the general plan designation, zoning, value, use, tax status or physical condition of the Assets including, without limitation, the premises which are the subject of the Leases, or any part thereof, including, without limitation, the flood elevations, drainage patterns, soil and subsoil composition and compaction level, and other conditions at such premises, or with respect to the existence or non-existence of Hazardous Materials in, on, under or around such premises, or with respect to the accuracy of any boundary survey or other survey, title report or commitment, soils report or any other plans or reports, or with respect to the revenues and expenses generated by or associated with the Locations, or otherwise in any way relating to the Locations or the transactions contemplated hereby. Except as specifically provided in this Agreement, Buyer further acknowledges that all materials, including, without limitations, the Information, which have been provided to Buyer by any of the Exculpated Parties have been provided without any warranty or representation, expressed or implied, as to their content, suitability for any purpose, accuracy, truthfulness or completeness and Buyer shall not be liable for have any inaccuracy recourse against Seller or any of the other Exculpated Parties in the Service's output and/or delay and/or unavailability event of any errors therein or omissions therefrom. Buyer is acquiring the Assets based solely on its own independent investigation and inspection of the Services, caused due to (a) failure of Customer's Internet access Assets and in no way in reliance on any information provided by Seller or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WIZ DOES NOT WARRANT THAT: (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR (ii) THE SERVICES WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN THIS AGREEMENT, WIZ EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. WIZ SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNERother Exculpated Parties other than the representations and warranties expressly contained herein.

Appears in 2 contracts

Samples: Assignment and Assumption Agreement (Unified Western Grocers Inc), Purchase and Sale Agreement With Joint Escrow Instructions (Unified Western Grocers Inc)

Limited Warranties. Wiz State Street represents and warrants that it is the Platform shall substantially perform in conformance with its Documentationowner of and/or has the right to grant access to the System and to provide the Remote Access Services contemplated herein. As the Customer's sole and exclusive remedy and Wiz's sole liability for breach of this warranty, Wiz shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period Because of the Term. The warranty set forth shall nature of computer information technology including, but not apply if limited to the failure use of the Platform results from or is otherwise attributable to Customer or its Permitted User’s acts or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the ServicesInternet, caused due to (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within necessity of relying upon third-party sources, and data and pricing information obtained from third parties, the Customer's systems affecting the operation of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM ARE PROVIDED ON AN System and Remote Access Services are provided “AS IS” AND “AS AVAILABLE” BASISwithout warranty express or implied including as to availability of the System, and the Customer and its Authorized Designees shall be solely responsible for the use of the System and Remote Access Services and investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. WIZ DOES NOT WARRANT THAT: (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTSState Street and its relevant licensors and third-party vendors will not be liable to the Customer or its Authorized Designees for any direct or indirect, OR (ii) THE SERVICES WILL OPERATE ERROR-FREEspecial, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall any party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party’s control. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTADDENDUM, WIZ STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS AND THIRD-PARTY VENDORS EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED WARRANTIESINCLUDING, INCLUDING MERCHANTABILITYWITHOUT LIMITATION, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. WIZ SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMERInfringement State Street will defend or, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNERat its option, settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to or use of State Street proprietary systems by the Customer under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that the Customer notifies State Street promptly in writing of any such claim or proceeding, cooperates with State Street in the defense of such claim or proceeding and allows State Street sole control over such claim or proceeding. Should the State Street proprietary system or any part thereof become, or in State Street’s opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent, copyright or trade secret laws, State Street shall have the right, at State Street's sole option, to (i) procure for the Customer the right to continue using the State Street proprietary system, (ii) replace or modify the State Street proprietary system so that the State Street proprietary system becomes noninfringing, or (iii) terminate this Addendum without further obligation. This section constitutes the sole remedy to the Customer for the matters described in this section. Termination Either party to the Custodian Agreement may terminate this Addendum (i) for any reason by giving the other party at least one-hundred and eighty (180) days prior written notice in the case of notice of termination by State Street to the Customer or thirty (30) days notice in the case of notice from the Customer to State Street of termination, or (ii) immediately for failure of the other party to comply with any material term and condition of the Addendum by giving the other party written notice of termination. This Addendum shall in any event terminate within ninety (90) days after the termination of any service agreement applicable to the Customer. The Customer’s use of any third-party System is contingent upon its compliance with any terms of use of such system imposed by such third party and State Street’s continued access to, and use of, such third-party system. In the event of termination, the Customer will return to State Street all copies of documentation and other confidential information in its possession or in the possession of its Authorized Designees and immediately cease access to the System and Remote Access Services. The foregoing provisions with respect to confidentiality and infringement will survive termination for a period of three (3) years.

Appears in 2 contracts

Samples: Custodian Agreement (Silver Spike Investment Corp.), Custodian Agreement (Silver Spike Investment Corp.)

Limited Warranties. Wiz represents With respect to hardware, components, parts and warrants that products provided and installed by SONIFI pursuant to the Platform shall substantially perform in conformance with its Documentation. As the Customer's sole and exclusive remedy and Wiz's sole liability for breach of this warranty, Wiz shall use commercially reasonable efforts to repair the Platform and, if Wiz canBroadband Agreement which are not do so within expressly covered by a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period of the Term. The specific SONIFI limited warranty set forth shall not apply in the Broadband Agreement, including these Service Terms, Exhibit A, the Support Terms and the Enhanced Support Rider, if the failure of the Platform results from or is otherwise attributable applicable, SONIFI warrants to Customer that such hardware, components, parts and products will be free from defects in materials and workmanship for a period of ninety (90) days after installation. With respect to installation labor and professional services performed by SONIFI employees or SONIFI contractors pursuant to the Broadband Agreement, including these Service Terms and all addenda, exhibits, appendices, schedules, amendments, statements of work and purchase orders, which are not expressly covered by a specific SONIFI limited warranty set forth in the Broadband Agreement or in these Service Terms (including the Support Terms and the Enhanced Support Rider, if applicable), SONIFI warrants that such installation labor and/or professional services will be free from defects in workmanship for a period of ninety (90) days from the date of performance. Each Party warrants to the other that it has the full right, power and authority to enter into the Broadband Agreement and to perform all of its Permitted User’s acts or omissions in violation of this obligations under the Broadband Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the Services, caused due to (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation of the Platform. OTHER THAN EXCEPT AS OTHERWISE EXPLICITLY STATED SPECIFIED IN THIS AN END-USER LICENSE AGREEMENT, IN THE SUPPORT TERMS OR IN THE ENHANCED SUPPORT RIDER, IF APPLICABLE, THIRD-PARTY SOFTWARE AND THIRD-PARTY FIRMWARE LICENSED OR FURNISHED BY SONIFI PURSUANT TO THE EXTENT PERMITTED BY APPLICABLE LAW, BROADBAND AGREEMENT (INCLUDING THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM ARE LICENSED SOFTWARE) IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASISWITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. WIZ DOES NOT WARRANT THATSONIFI does not warrant that the Licensed Software, the Internet Access Equipment, or any part or component thereof, will meet Customer’s requirements or expectations or that the Internet Access Equipment and Licensed Software will operate in an error-free or uninterrupted manner. The limited warranties set forth in this Section 15 do not apply to: (a) damage or failure to perform as a result of accident, misuse, abuse or neglect; (b) damage or failure to perform resulting from Customer’s failure (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTSto comply with its obligations in the Broadband Agreement, OR or (ii) THE SERVICES WILL OPERATE ERROR-FREEto follow instructions furnished by SONIFI employees or contractors; (c) modifications to Internet Access Equipment or Licensed Software if not performed or authorized by SONIFI; and (d) any other damage or failures to perform resulting from causes other than defects in the Internet Access Equipment or the Licensed Software. EXCEPT AS SET FORTH FOR THE EXPRESS LIMITED WARRANTIES CONTAINED IN THIS SECTION 15 OR ELSEWHERE IN THE BROADBAND AGREEMENT, WIZ EXPRESSLY INCLUDING THESE SERVICE TERMS, SONIFI DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, STATUTORY, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED OR STATUTORY WARRANTY OF MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCEINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR CONFORMANCE TO SAMPLES OR MODELS WITH REGARD TO THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, LICENSED SOFTWARE AND/OR INTERNET ACCESS EQUIPMENT SET FORTH IN THE BROADBAND AGREEMENT. WIZ SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMERCustomer’s sole and exclusive remedy in the event of a non- conformity in the express limited warranties contained in this Section 15 is that SONIFI, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNERin its sole discretion, will repair or replace the hardware, components, parts and products covered by the express warranty with new or refurbished hardware, components, parts and products and/or re-perform any required professional or installation service(s) to make them substantially conform with such limited warranty or, in the alternative, substitute a comparable part or component for the defective part or component to which the nonconformity is attributable.

Appears in 2 contracts

Samples: Terms and Conditions, Terms and Conditions

Limited Warranties. Wiz Company represents and warrants that that, under normal authorized use, the Platform Solution shall substantially perform in conformance with its Documentation. As the Customer's sole and exclusive remedy and WizCompany's sole liability for breach of this warranty, Wiz Company shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund Solution in accordance with SLA in case of any amounts pre-paid by Customer for the remaining unused period failure of the TermSolution to perform in accordance with the Documentation desorption. The warranty set forth herein shall not apply if the failure of the Platform Solution results from or is otherwise attributable to Customer to: (i) repair, maintenance or modification of the Solution by persons other than Company or its Permitted User’s acts authorized contractors; (ii) accident, negligence, abuse or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability misuse of the Services, caused due to Solution; (aiii) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation use of the PlatformSolution other than in accordance with the Documentation; or (iv) the combination of the Solution with equipment or Solution not authorized or provided by Company. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORMSOLUTION, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM RESULTS THEREOF ARE PROVIDED ON AN “AS IS” AND "AS AVAILABLE" BASIS. WIZ COMPANY DOES NOT WARRANT THAT: (i) THE SOLUTION AND/OR THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR (ii) THE SERVICES SOLUTION WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN SECTION 7AND THIS AGREEMENT, WIZ SECTION 11THE COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS IMPLIED WARRANTIES AND ALL IMPLIED WARRANTIES,INCLUDING MERCHANTABILITY , INCLUDING MERCHANTABILITY, TITLE, NON- INFRINGEMENT, SATISFACTORY QUALITY TITLE ,NON - INFRINGEMENT ,NON-INTERFERENCE, INTERFERENCE ,FITNESS FOR A PARTICULAR PURPOSEPURPOSE .COMPANY WILL NOT BE LIABLE FOR DELAYS ,INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO PUBLIC NETWORKS OR CUSTOMER'S HOSTING SERVICES. WIZ COMPANY SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNER.

Appears in 2 contracts

Samples: Services Agreement, Services Agreement

Limited Warranties. Wiz The Company represents and warrants that that, under normal authorized use, the Platform Software shall substantially perform in conformance with its Documentation. As the Customer's ’s sole and exclusive remedy and Wiz's the Company’s sole liability for breach of this warranty, Wiz the Company shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for Software in accordance with the remaining unused period of the TermSLA. The warranty set forth shall not apply if the failure of the Platform Software results from or is otherwise attributable to Customer to: (i) repair, maintenance or modification of the Software by persons other than the Company or its Permitted User’s acts authorized contractors; (ii) accident, negligence, abuse or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability misuse of the Services, caused due to Software; (aiii) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation use of the PlatformSoftware other than in accordance with the Software’s Documentation; (iv) Customer’s failure to implement software updates provided by the Company specifically to avoid such failure; or (v) the combination of the Software with equipment or software not authorized or provided by the Company. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORMSOFTWARE, ITS RELATED SERVICES (INCLUDING PROFESSIONAL SERVICES) AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM RESULTS THEREOF ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WIZ THE COMPANY DOES NOT WARRANT THAT: (i) THE SOFTWARE AND/OR THE SERVICES WILL MEET CUSTOMER'S ’S REQUIREMENTS, OR (ii) THE SERVICES SOFTWARE WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN SECTION 6.3 AND THIS AGREEMENTSECTION 11, WIZ THE COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITYMERCHANT ABILITY , TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. WIZ THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNER.

Appears in 1 contract

Samples: Torq Saas License Agreement

Limited Warranties. Wiz represents Notwithstanding anything to the contrary herein, the DCI Software, the DCI Hardware, all Graphics, all Orchestrations, and warrants the services and materials being furnished by DCI hereunder are furnished by DCI under this Agreement "AS IS" without any warranties of any kind, whatsoever, provided that if DCI is unable to deliver any Orchestration to which Licensee is entitled hereunder, DCI shall authorize one substitute "make-good" Orchestration during the Platform Term for each such undelivered Orchestration or, at DCI's election, provide a pro rata reduction of the Fee, and the foregoing shall substantially perform in conformance with its Documentation. As the Customerbe DCI's sole obligation and Licensee's sole and exclusive remedy and Wiz's sole liability for breach of this warranty, Wiz undelivered Orchestrations. In no event shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period of the Term. The warranty set forth shall not apply if the failure of the Platform results from or is otherwise attributable to Customer or its Permitted User’s acts or omissions in violation of this Agreement. Wiz shall not DCI be liable for any inaccuracy damages or the Licensee entitled to a refund in the Service's output and/or delay and/or unavailability of the Services, caused due to (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation of the Platformsuch event. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, Except as explicitly provided above in this paragraph 7: LICENSEE ASSUMES TOTAL RESPONSIBILITY AND RISK FOR ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM ARE PROVIDED ON AN “AS IS” DCI SOFTWARE AND “AS AVAILABLE” BASIS. WIZ DCI HARDWARE, AND WITH RESPECT TO THE OBTAINING AND USE OF ORCHESTRATIONS; DCI DOES NOT WARRANT THAT: (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTSMAKE, OR (ii) THE SERVICES WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN THIS AGREEMENTAND EXPRESSLY DISCLAIMS, WIZ EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES AND ALL IMPLIED WARRANTIESOF ANY KIND WHATSOEVER, INCLUDING MERCHANTABILITYINCLUDING, TITLEWITHOUT LIMITATION, NON- INFRINGEMENT, NON-INTERFERENCE, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WIZ IN NO EVENT SHALL NOT DCI BE RESPONSIBLE LIABLE FOR (a) LOST PROFITS OR ANY WARRANTIES INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE DCI SOFTWARE, DCI HARDWARE, GRAPHICS AND/OR ORCHESTRATIONS; OR (b) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE GRAPHICS, DCI SOFTWARE OR DCI HARDWARE. UNDER NO CIRCUMSTANCES SHALL LICENSEE BE ENTITLED TO SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF OR OTHER EQUITABLE REMEDY ARISING OUT OF, OR RELATED TO THE SUBJECT MATTER OF, THIS AGREEMENT AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNERLICENSEE HEREBY WAIVES ALL RIGHTS THERETO.

Appears in 1 contract

Samples: Digitalconvergence Com Inc

Limited Warranties. Wiz represents and Subject to the limitations of Section 6, Seller warrants that the Platform Products manufactured by Seller will be free from defects in material and workmanship and meet Seller's published specifications at the time of shipment under normal use and regular service and maintenance for a period of one year from the date of shipment of the Products by Seller, unless otherwise specified by Seller in writing. THIS IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY SELLER WITH RESPECT TO THE PRODUCTS AND IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED TO SELLER IN SPECIFICATIONS, DRAWINGS OR OTHERWISE, AND WHETHER OR NOT SELLER'S PRODUCTS ARE SPECIFICALLY DESIGNED AND/OR MANUFACTURED BY SELLER FOR BUYER'S USE OR PURPOSE. This warranty does not extend to any losses or damages due to: misuse; accident; abuse; neglect; normal wear and tear; negligence (other than Seller's); unauthorized modification or alteration; use beyond rated capacity; unsuitable power sources or environmental conditions; cosmetic damages; improper storage, installation, repair, handling, maintenance or application; use on mechanical equipment improperly designed or maintained; or any other cause not the fault of Seller. To the extent that Buyer or its agents has supplied specifications, information, representation of operating conditions or other data to Seller in the selection or design of the Products and the preparation of Seller's quotation, and in the event that actual operating conditions or other conditions differ from those represented by Buyer, any warranties or other provisions contained herein which are affected by such conditions shall substantially perform be null and void. If within thirty (30) days after Buyer's discovery of any warranty defects within the warranty period, Buyer notifies Seller thereof in conformance writing, Seller shall, at its option and as Buyer’s exclusive remedy, repair, correct or replace F.O.B. point of manufacture, that portion of the Products found by Seller to be defective. Failure by Buyer to give such written notice within the applicable time period shall be deemed an absolute and unconditional waiver of Buyer's claim for such defects. All costs of dismantling, reinstallation and freight and the time and expense of Seller’s personnel and representatives for site travel and diagnosis under this warranty shall be borne by Buyer unless accepted in writing by Seller. Products repaired or replaced during the warranty period shall be covered by the foregoing warranty for the remainder of the original warranty period or ninety (90) days from the date of shipment, whichever is longer. Buyer assumes all other responsibility for any loss, damage, or injury to persons or property arising out of, connected with, or resulting from the use of Products, either alone or in combination with its Documentationother products/components. As Sections 5 and 6 apply to any entity or person who may buy, acquire or use the Customer's sole Products, including any entity or person who obtains the Products from Buyer, and exclusive remedy shall be bound by the limitations therein. Buyer agrees to provide such subsequent transferee conspicuous, written notice of the provisions of Sections 5 and Wiz's sole liability for breach 6. Claims (other than warranty claims which must be made within thirty (30) days of discovery pursuant to this warrantySection 5) by Buyer must be made within sixty (60) days of receipt of shipment, Wiz shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within which Buyer and Seller agree is a reasonable time, not or Buyer’s claims shall be barred. Seller must be given an opportunity to exceed 30 daysinvestigate the claim (and Buyer and its end users must fully cooperate with such investigation) before Buyer attempts to rectify, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period modify or dispose of the TermProducts, and Buyer must provide to Seller upon request copies of all applicable destructive and/or non-destructive test procedures and results, including traces and cover pages, or else Buyer’s claim will be barred. The warranty set forth Buyer shall not apply if the failure of the Platform results from return any defective or is otherwise attributable to Customer or its Permitted Usernon-conforming Products without Seller’s acts or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the Services, caused due to (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WIZ DOES NOT WARRANT THAT: (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR (ii) THE SERVICES WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN THIS AGREEMENT, WIZ EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. WIZ SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNERprior written consent.

Appears in 1 contract

Samples: www.wireco.com

Limited Warranties. Wiz represents Tenant hereby acknowledges that it has examined the Property, the title thereto, zoning which may be applicable thereto, if any, the applicable parking ordinance, the streets, sidewalks, parking areas, curbs and warrants access ways adjoining them, any surface and subsurface conditions thereof, and the present uses and nonuses thereof, if any, and that the Platform shall substantially perform it accepts each of them in conformance with its Documentation. As the Customer's sole and exclusive remedy and Wiz's sole liability for breach of this present condition or state, without restriction, representation, covenant or (except as is set forth in Section 16.03 below) warranty, Wiz shall use commercially reasonable efforts express or‌ implied, in fact or at law, by Landlord or any other person, and without recourse to repair Landlord, as to any appurtenances thereto, the Platform andnature, if Wiz cannot do so within a reasonable timecondition or usability thereof, not or the uses to exceed 30 dayswhich any or all of the Property may be put. Subject to the Residential Garage Completion by Landlord and to Landlord’s substantial completion of the Site Work pursuant to the terms of the MOA and the Use Permit Amendment (Tenant hereby acknowledging that certain elements of the Site Work are to be performed after Tenant completes the construction of the Project) and further subject to the Environmental Remediation, Customer may terminate this Agreement Tenant hereby accepts the Property in its “AS IS,” “WHERE IS” condition and receive a pro-rata refund acknowledges that Landlord has made no representations or warranties as to the Property, its physical or environmental condition, its ability to be developed or improved, its value, the status or condition of title to the Property, the Applicable Laws pertaining to the Property, the ability to obtain any amounts pre-paid by Customer permit or approval necessary for the remaining unused period development of the Term. The warranty Project, or any other matter relating in any way to the Property or its surroundings, except as specifically set forth shall not apply if the failure of the Platform results from or is otherwise attributable to Customer or its Permitted User’s acts or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the Services, caused due to MOA. Tenant hereby acknowledges that it (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate powerhas received and reviewed the Environmental Reports, (b) any incompatibility between accepts the Customer's systems current environmental condition of the Property as of the execution of this Lease, and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation shall hold Landlord harmless from any and all claims, costs, damages or liabilities, including without limitation, attorneys’ fees, arising in connection with or as a result of any environmental condition of the PlatformProperty, which condition first arises after the Commencement Date of this Lease. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENTLandlord agrees to complete the Environmental Remediation prior to the Commencement Date. Tenant shall be fully responsible, TO THE EXTENT PERMITTED BY APPLICABLE LAWat its sole cost and expense, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WIZ DOES NOT WARRANT THAT: for all matters relating to the development and construction of the Project (iwhich does not include the Residential Garage) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR (ii) THE SERVICES WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN THIS AGREEMENT, WIZ EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. WIZ SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNERand Landlord shall have no obligations related thereto.

Appears in 1 contract

Samples: Deed of Ground Lease

Limited Warranties. Wiz The Company represents and warrants that that, under normal authorized use, the Platform Service shall substantially perform in conformance with its Documentation. As the Customer's ’s sole and exclusive remedy and Wiz's the Company’s sole liability for breach of this warranty, Wiz the Company shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for Service in accordance with the remaining unused period of the TermSLA. The warranty set forth shall not apply if the failure of the Platform Service results from or is otherwise attributable to Customer to: (i) repair, maintenance or modification of the Service by persons other than the Company or its Permitted Userauthorized contractors; (ii) accident, negligence, abuse or misuse of the Service; (iii) use of the Service other than in accordance with the Service’s acts Documentation; (iv) Customer’s failure to implement software updates provided by the Company specifically to avoid such failure; (v) the combination of the Service with equipment or omissions in violation of this Agreement. Wiz shall software not be liable for authorized or provided by the Company; (vi) any inaccuracy in the Servicecode or other information provided or made available to Company; (vii) any delay in providing the code to Company caused by Customer and/or its third party service providers; and/or (viii) any change in and to Customer's output and/or delay and/or unavailability of third party services which may limit, effect or disable the Company’s ability to provide the Services, caused due to (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORMSERVICE, ITS RELATED ANY REPORTS OR OTHER OUTPUT (THE “REPORTS”) AND SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM (INCLUDING PROFESSIONAL SERVICES) ARE PROVIDED ON AN “AS IS” AND "AS AVAILABLE" BASIS, AND COMPANY MAKES NO REPRESENTATION REGARDING ANY INFORMATION, CONCLUSIONS, RESULTS AND/OR TEMPLATES THAT CUSTOMER OBTAINS THROUGH THE REPORTS. WIZ THE REPORTS DO NOT CONSTITUTE BINDING RESULTS, AND CUSTOMER MUST DETERMINE FOR ITSELF ANY NEED TO OBTAIN INDEPENDENT ADVICE REGARDING THE SUBJECT MATTER OF THE REPORTS AND/OR ANY RECOMMENDATIONS THAT CUSTOMER MAY OBTAIN. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE AN ANALYTICAL TOOL AND THAT COMPANY THEREFORE CANNOT GUARANTEE OR COMMIT TO ANY BINDING LEVEL OF ACCURACY OF THE REPORTS. THE COMPANY DOES NOT WARRANT THAT: (i) THE REPORTS AND/OR THE SERVICES WILL MEET CUSTOMER'S ’S REQUIREMENTS, OR (ii) THE SERVICES SERVICE WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN SECTION 7 AND THIS AGREEMENTSECTION 11, WIZ THE COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. WIZ SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNER.

Appears in 1 contract

Samples: Cycode Enterprise Saas Agreement

Limited Warranties. Wiz represents and Fortra warrants that the Platform Solution, excluding a Service, shall substantially materially conform to its specifications as provided on a Solution Specific Schedule for a period of ninety (90) days commencing on the initial Solution license term specified on an Order Form and a Service will be performed in a good and workmanlike manner consistent with generally accepted industry standards for a period of ten (10) days unless set forth on the applicable Solution Specific Schedule. The warranty set forth in this Section 6 shall be void to the extent that a failure of the Solution to perform as warranted is caused by or results from: (a) modification of the Solution by anyone other than Fortra, or Fortra’s authorized representatives; (b) combination, operation or use of a Solution with Client’s or a third party’s applications, software, protocol, algorithm, or systems, unless the foregoing were furnished by Fortra; (c) misuse, abuse, willful misconduct or negligence by anyone other than Fortra, or Fortra’s authorized representatives; or (d) use of a Solution other than in conformance accordance with its Documentationthe terms of this Agreement and/or a Solution Specific Schedule. As the Customer's Limited Warranty Remedy. Client’s sole and exclusive remedy and Wiz's sole Fortra’s entire liability for any breach of this warranty, Wiz Section 6 shall be for Fortra to reperform the Service or for Fortra to use commercially reasonable efforts to repair modify the Platform andSolution, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period of the Term. The warranty unless otherwise as set forth shall not apply if on the failure of the Platform results from or is otherwise attributable to Customer or its Permitted User’s acts or omissions in violation of this Agreementapplicable Solution Specific Schedule. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the Services, caused due to (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WIZ DOES NOT WARRANT THAT: (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR (ii) THE SERVICES WILL OPERATE ERROR-FREEWarranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTHEREIN, WIZ FORTRA DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOLUTIONS AND FORTRA HEREBY EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCEINFRINGEMENT, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WIZ SHALL EXCEPT AS EXPRESSLY FORTH HEREIN, THE SOLUTIONS ARE PROVIDED ON AN AS IS BASIS AND FORTRA DOES NOT WARRANT THAT USE BY CLIENT WILL BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMERERROR FREE, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNERDEFECT FREE OR UNINTERRUPTED. Client understands that a Solution may be interrupted due to regular maintenance services, upgrades, emergency repairs, or failure of telecommunications links and/or equipment. Fortra shall not be responsible for delays in remediation caused by Client’s failure to respond to requests by Xxxxxx. A Solution may enable Client to add or access links to websites and to access content, products, and services of third- parties, including users, advertisers, affiliates and sponsors of such third-parties. Fortra is not responsible for any third- party website or third-party content provided on or through a Solution and Client bears all risks associated with the access and use of such websites and third-party content, products and services.

Appears in 1 contract

Samples: Master Solutions Agreement

Limited Warranties. Wiz represents and warrants that the Platform shall substantially perform in conformance with its Documentation. As the Customer's sole and exclusive remedy and Wiz's sole liability for breach of this warranty, Wiz While Adobe shall use commercially reasonable commercial efforts to repair provide the Platform andBenefits under this Agreement in a professional manner, if Wiz Adobe cannot do so within a reasonable guarantee that every question or problem raised by Member will be resolved or that published or orally disseminated referrals to Member will be accurate or will result in additional customers. Certain technical difficulties may, from time to time, result in service interruptions. Member will not to exceed 30 days, Customer may terminate hold Adobe responsible for the consequences of such interruptions. Nothing in this Agreement and receive a pro-rata refund of shall be construed as expanding or adding to any amounts pre-paid by Customer warranty for the remaining unused period of the Term. The warranty set forth shall not apply if the failure of the Platform results from or is otherwise attributable to Customer or its Permitted User’s acts or omissions in violation of this any Product licensed under an End User License Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the ServicesEXCEPT FOR THE FOREGOING EXPRESS LIMITED WARRANTY, caused due to (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORMADOBE MAKES, ITS RELATED SERVICES AND MEMBER RECEIVES, NO WARRANTIES, TERMS, REPRESENTATIONS OR CONDITIONS OF ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WIZ DOES NOT WARRANT THAT: (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTSKIND, EXPRESS, IMPLIED, STATUTORY, OR (ii) OTHERWISE BY ANY COUNTRY OR JURISDICTION, RELATED TO OR ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE PROVISION OF BENEFITS, PRODUCTS OR SERVICES WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN UNDER THIS AGREEMENT. ADOBE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY, WIZ EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIESTERM, INCLUDING REPRESENTATION OR CONDITION OF MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCESATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE. WIZ SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER, INTEGRATION, AND SUCH WARRANTIES AND REPRESENTATIONS ARE NON-INFRINGEMENT. NOTWITHSTANDING THE SOLE RESPONSIBILITY OF SUCH PARTNER.FOREGOING, MEMBER ACKNOWLEDGES THAT THE WARRANTY DISCLAIMER CONTAINED IN EXHIBIT D (ADOBE PRE-RELEASE SOFTWARE), NOT THIS WARRANTY PROVISION, GOVERNS THE PRE- RELEASE SOFTWARE.‌

Appears in 1 contract

Samples: Adobe Training Provider Program Agreement

Limited Warranties. Wiz represents and (a) The Seller hereby warrants that against structural defects in the Platform shall substantially perform Unit for two (2) years from the date of closing in conformance accordance with its Documentation. As the Customer's sole and exclusive remedy and Wiz's sole liability for breach of this warranty, Wiz shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period Section 3411 of the TermAct. THE FOREGOING WARRANTY IS EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BY WAY OF ILLUSTRATION AND NOT LIMITATION, IMPLIED WARRANTIES OR MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AND HABITABILITY. THE SELLER NEITHER ASSUMES NOR AUTHORIZES ANY PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE OR USE OF THE UNIT, AND THERE ARE NO OTHER AGREEMENTS OR WARRANTIES, EITHER ORAL OR WRITTEN, RELATING TO THIS UNIT. THE SELLER SPECIFICALLY EXCLUDES ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NEITHER MAKES NOR ADOPTS ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE APPLIANCES, FIXTURES OR PERSONAL PROPERTY BEING SOLD TO THE BUYER PURSUANT TO THIS AGREEMENT, WHICH MAY BE CONTAINED IN THE UNIT. WHERE NEW CONSUMER PRODUCTS ARE COVERED BY A MANUFACTURER'S WARRANTY, THE SELLER SHALL TRANSFER THE MANUFACTURER'S WARRANTY TO THE BUYER. The limited warranty set forth described above shall not apply if the failure defective part of the Platform results from Unit or is otherwise attributable of the Common Elements or Limited Common Elements have been subjected to Customer misuse or its Permitted User’s acts damage by accident or omissions in violation have not been given reasonable care by the Buyer. This warranty does not cover normal wear and tear to the Unit, the Common Elements or the Limited Common Elements. The liability of the Seller under this warranty or for the negligence or other breach of this AgreementAgreement is limited to replacing or repairing any defective parts or materials which do not comply with this warranty and in no event shall such liability exceed the replacement cost of the Unit. Wiz The Seller shall not be liable to Buyer for consequential damages arising from any inaccuracy breach of this warranty or for the negligence of Seller or other breach of this Agreement by the Seller. The Seller shall have the sole right to determine whether the defect shall be repaired or replaced, and Buyer shall allow access to the Unit during normal business orders in the Service's output and/or delay and/or unavailability order to permit repair or replacement to be made. No claim arising out of any of the Servicesforegoing may be brought unless, caused due prior to (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation expiration of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENTwarranty period set forth in Section 3411(b) of the Act, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WIZ DOES NOT WARRANT THAT: (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR (ii) THE SERVICES WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN THIS AGREEMENT, WIZ EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. WIZ SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNERthe Buyer shall have delivered Notice to the Seller of all alleged breaches of these warranties that would give rise to a claim.

Appears in 1 contract

Samples: Patio Condominium Unit Purchase Contract

Limited Warranties. Wiz represents Seller warrants the Goods will be free from defects of material and warrants that the Platform shall substantially perform in conformance with its Documentationworkmanship. As the Customer's sole and exclusive remedy and Wiz's sole liability for breach of this warrantySELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, Wiz shall use commercially reasonable efforts to repair the Platform andEXPRESS OR IMPLIED, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period of the Term. The warranty set forth shall not apply if the failure of the Platform results from or is otherwise attributable to Customer or its Permitted User’s acts or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the Services, caused due to (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OPERATION OF THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WIZ DOES NOT WARRANT THAT: (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, LAW OR (ii) THE SERVICES WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN THIS AGREEMENT, WIZ EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIESOTHERWISE, INCLUDING MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEPUPOSE, ALL OF WHICH ARE HEREBY SPECIFICALLY DISCLAIMED. WIZ SHALL IN PARTICULAR, BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING EXCLUSION, (i) IF THE GOODS ARE MADE ACCORDING TO THE BUYER’S SPECIFICATIONS, SELLER DOES NOT BE RESPONSIBLE FOR WARRANT ADEQUACY OF SUCH SPECIFICATIONS OR THAT THE GOODS WILL PERFORM IN ACCORDANCE WITH SUCH SPECIFICATIONS, (ii) IF ANY WARRANTIES AND REPRESENTATIONS GOODS FURNISHED HEREUNDER ARE MADE BY ANY PARTNER SUPPLIER OTHER THAN SELLER, SELLER DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO CUSTOMERSUCH GOODS, (iii) SELLER DOES NOT WARRANT THAT THE GOODS ARE IN COMPLIANCE WITH THE LAWS OF ANY COUNTRY, AND SUCH WARRANTIES AND REPRESENTATIONS (IV) IF THE GOODS ARE MODULES OR ASSEMBLIES, SELLER DOES NOT WARRANT DESIGN, DESIGN PERFORMANCE, DURABILITY OR SYSTEM INTEGRATION OF THE SOLE RESPONSIBILITY OF SUCH PARTNERMODULES, ASSEMBLIES OR ANY COMPONENTS THEREOF. Seller’s sole obligation under the foregoing warranties will be limited to either, at Seller’s option, replacing or repairing defective Goods or refunding the purchase price paid for such Goods previously paid by Buyer, and Buyer’s exclusive remedy for breach of any such warranties will be enforcement of such obligation of Seller. These warranties will not extend to Goods subjected to misuse, abuse, neglect, damage accident or improper installation or maintenance or which have been altered or repaired by anyone other than Seller or its authorized representative. Seller shall be responsible for processing warranty claims for defective Goods pursuant to this agreement for the periods stated below: Product Applicable Warranty Period Smoke detectors and alarms 24 months Notification appliances 36 months Carbon monoxide detectors and alarms 24 months Combination carbon monoxide/smoke detectors/alarms 24 months This paragraph does not apply to, and Seller shall have no obligation to Buyer with respect to, (1) any of the Goods that are manufactured by anyone other than Seller or (2) the design, design performance, durability or system integration of any of the Goods that are modules or assemblies or any components of such Goods.

Appears in 1 contract

Samples: Gentex Corporation Terms and Conditions of Sale

Limited Warranties. Wiz The Company represents and warrants that that, under normal authorized use, the Platform shall substantially perform in conformance with its Documentation. As the Customer's sole and exclusive remedy and Wizthe Company's sole liability for breach of this warranty, Wiz the Company shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period of the TermPlatform. The warranty set forth foregoing warranties shall not apply if the failure of the Platform results from or is otherwise attributable to Customer to: (i) repair, maintenance or modification of the Platform by persons other than the Company or its Permitted User’s acts authorized agent; (ii) accident, negligence, abuse or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the Services, caused due to (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation misuse of the Platform; (iii) use of the Platform other than in accordance with the Documentation and/or the Company's instructions; (iv) the combination of the Platform with equipment or software not authorized or provided by the Company or otherwise approved by the Company in the Documentation; (v) any downtime, defect or error caused by or attributable to any third party software, technology or system that is beyond the control of the Company, and/or (vi) during any evaluation or testing period. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM (INCLUDING ANY REPORTS GENERATED IN OR VIA THE PLATFORM, ITS RELATED ) AND SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WIZ IN ADDITION TO OTHER DISCLAIMERS CONTAINED IN THIS AGREEMENT, THE COMPANY DOES NOT WARRANT THAT: THAT THE PLATFORM (iINCLUDING THE REPORTS) AND/OR THE SERVICES WILL INREASE THE CUSTOMER'S REVENUES OR MEET CUSTOMER'S REQUIREMENTS, OR (ii) THAT THE PLATFORM'S OPERATION AND THE SERVICES WILL OPERATE BE SECURED AT ALL TIMES, UNINTERRUPTED, ERROR-FREE, FALSE-POSITIVES FREE, FREE OF VIRUSES, BUGS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER SOFTWARE LIMITATIONS. EXCEPT AS SET FORTH IN THIS AGREEMENTWITHOUT DEROGATING FROM THE FOREGOING, WIZ COMPANY SHALL NOT BE RESPONSIBLE FOR CUSTOMER’S DETERMINATION WHETHER TO ACT ON THE BASIS OF ANY REPORTS AND FOR ANY OUTCOMES OF SUCH DECISION. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WIZ COMPANY SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER UNAUTHORIZED ACCESS TO CUSTOMEROR ALTERATIONS OF THE CUSTOMER DATA, AND TO THE EXTENT THAT SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNERACCESS OR ALTERATION IS NOT DUE TO COMPANY’S WILLFUL MISCONDUCT.

Appears in 1 contract

Samples: PDQ Logistics – Terms and Conditions

Limited Warranties. Wiz represents and Remedies Each party warrants that the Platform shall substantially perform in conformance with its Documentation. As the Customer's sole and exclusive remedy and Wiz's sole liability for breach of this warranty, Wiz shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate individual entering into this Agreement and receive a pro-rata refund any order governed by this Agreement on behalf of such party has the authority to enter into this Agreement or any amounts pre-paid by Customer for such order on behalf of such party, and that it will comply with all applicable statutes, laws, rules and regulations in the remaining unused period exercise of its rights and the Term. The warranty set forth shall not apply if the failure performance of the Platform results from or is otherwise attributable to Customer or its Permitted User’s acts or omissions in violation of obligations under this Agreement. Wiz shall not be liable for You acknowledge that the direct or indirect transfer of a Product contrary to United States law or any inaccuracy in the Service's output and/or delay and/or unavailability of the Services, caused due to other applicable law is prohibited. You warrant that (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, you are not a Restricted Party; and (b) you are not controlled by or acting on behalf of any incompatibility between the Customer's systems Restricted Party; and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation neither you nor any of your employees, agents or contractors will transfer or allow any Product to be transferred to any Restricted Party. “Restricted Party” means any person or entity that is (1) listed on any of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENTlists of persons or entities maintained by the United States government that prohibit such persons or entities from receiving exports or services; or (2) a national or resident of, TO THE EXTENT PERMITTED BY APPLICABLE LAWor an entity or governmental authority in, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WIZ DOES NOT WARRANT THAT: (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR (ii) THE SERVICES WILL OPERATE ERRORany country or territory that is or becomes subject to United States export controls for anti-FREEterrorism reasons or with which United States persons are generally prohibited from engaging in financial transactions. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WIZ EXPRESSLY DISCLAIMS ALL NO WARRANTIES OR COMMITMENTS, EXPRESS WARRANTIES AND ALL OR IMPLIED, ARE MADE WITH RESPECT TO ANY PRODUCT OR SERVICE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES, INCLUDING WARRANTY OF MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE, SYSTEMS INTEGRATION, TITLE, SATISFACTORY QUALITY AND NONINFRINGEMENT. WIZ SHALL WE DO NOT BE WARRANT AND ARE NOT RESPONSIBLE FOR ANY WARRANTIES THIRD-PARTY PRODUCTS OR SERVICES AND REPRESENTATIONS MADE YOUR SOLE AND EXCLUSIVE RIGHTS AND REMEDIES WITH RESPECT TO ANY THIRD-PARTY PRODUCTS OR SERVICES ARE AS PROVIDED BY ANY PARTNER TO CUSTOMERTHE THIRD-PARTY PROVIDER AND NOT BY US. If you exceed the scope of your rightsto our products, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNERwe will have the right to invoice you and you agree to pay us within twenty (20) days from the date of the invoice the license fees for such excess for each applicable product and any related Technical Support Services fees, calculated at our standard list prices in effect as of the date we discover such excess and measured over the timeframe during which you exceeded the scope of your rights to our products. You further agree that if we no longer offer a product for which you exceeded the scope of your rights, then the amounts owed will be calculated using the higher of the last available standard list price for such product or the current standard list price of its successor. These remedies are in addition to any other remedies or relief, including termination rights, already provided in this Agreement or available at law. You agree that this provision is not intended to be a penalty but is instead designed to protect our legitimate business interests. In addition, you agree that we will be entitled to preliminary injunctive relief in the event of an uncured breach of this Agreement, including but not limited to breach of the “Audit” section due to the importance of verifying compliance, and you waive any injunction bond requirement in connection with any request for such relief. 6. 제한보증 및 구제수단 본 계약 당사자는 본 계약과 본 계약에 의해 규율되는 주문서를 일방을 대신하여 체결하는 자가 일방을 대신하여 본 계약 또는 해당 주문서를 체결할 수 있는 권한이 있으며, 해당 자가 본 계약에 따른 권리를 행사하고 그 의무사항을 이행하는데 있어 모든 관계 법령, 법률, 규칙 및 규정을 준수할 것임을 보증합니다. 귀사는 미합중국 법률 또는 기타 관계 법률에 반하여 본건 제품을 직‧간접적으로 전송하는 것이 금지된 것을 인정합니다. 귀사는 (a) 금지당사자가 아니고, (b) 어떠한 금지당사자에 의해 통제되거나 어떠한 금지당사자를 대신하여 행동하지 아니하고, (c) 귀사나 귀사의 직원, 대리인 또는 계약자가 본건 제품을 금지당사자에게 전송하거나 이러한 전송을 허용하지 않을 것임을 보증합니다. “금지당사자”라 함은 (1) 미국 정부가 유지‧관리하는 개인 또는 회사 목록에 기재된 개인 또는 회사로서 수출품 또는 서비스를 받지 못하도록 금지 당하였거나, (2) 반테러 이유에 따라 미국의 수출규제 대상이거나, 일반적으로 미국인들이 금융 거래를 할 수 없도록 금지한 국가 또는 영토의 시민이나 주민, 또는 회사나 정부 당국인 개인 또는 회사를 의미합니다. 본 계약에 달리 명시된 경우를 제외하고, 본건 제품 또는 본건 서비스와 관련하여 상품성, 특정 목적에 대한 적합성, 시스템 통합, 권리, 만족할 만한 품질 및 침해함 없음에 대한 묵시적 보증을 비롯하여 다른 명시적이거나 묵시적인 보증 또는 약정이 이루어진 바 없습니다. 당사는 제 3 자 제품이나 서비스 및 당사가 아닌 제 3 자가 제공한 제 3 자 제품 또는 서비스와 관련된 귀사의 유일하고 배타적인 권리와 구제수단을 보증하지 않으며 책임을 지지 않습니다. 귀사가 제품에 대한 귀사의 권리 범위를 초과하는 경우, 당사는 귀사에게 비용을 청구할 수 있는 권리를 가지고 있으며, 귀사는 청구일로부터 20 일 이내에 각 해당 제품에 대한 초과분에 대한 라이센스 수수료 및 당사에 적용되는 당사의 표준 정가에 따라 계산된 관련지원 서비스 수수료를 지불하는 데 동의합니다. 귀사가 당사의 제품에 대한 권리 범위를 초과한 기간 동안 초과 금액이 측정됩니다. 귀사는, 당사가 권리 범위를 초과한 제품을 더 이상 제공하지 않을 경우, 해당 제품에 대해 마지막으로 사용 가능한 표준 정가 또는 후속 제품의 현재 표준 정가 중 더 높은 가격을 사용하여 지불해야 하는 금액이 계산된다는 데 동의합니다. 이러한 구제수단은 본 계약 아니면 법적으로 이미 제공된 해지권한을 포함한 구제책 또는 다른 구제수단에 추가됩니다. 귀사는 본 조항이 위약금이 아니라 당사의 합법적인 비즈니스 물권을 보호하기 위한 것이라는 데 동의합니다. 또한 귀사가 본계약의 구제되지 않은 위반이 발생하는 경우, 당사가 사전 예비 금지 명령 구제 를 받을수 있다는 데 동의합니다. 여기에는 규정 준수 여부 확인의 중요성에 따라 “감사”섹션의 위반하는 것을 포함하되 이에 국한 되지는 않습니다. 귀사는 이러한 구제요청과 관련하여 모든 금지명령을 포기 하는데 동의 합니다.

Appears in 1 contract

Samples: Software License and Services Agreement

Limited Warranties. Wiz represents Seller warrants the Goods will be free from defects of material and warrants that the Platform shall substantially perform in conformance with its Documentationworkmanship. As the Customer's sole and exclusive remedy and Wiz's sole liability for breach of this warrantySELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, Wiz shall use commercially reasonable efforts to repair the Platform andEXPRESS OR IMPLIED, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period of the Term. The warranty set forth shall not apply if the failure of the Platform results from or is otherwise attributable to Customer or its Permitted User’s acts or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the Services, caused due to (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OPERATION OF THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WIZ DOES NOT WARRANT THAT: (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, LAW OR (ii) THE SERVICES WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN THIS AGREEMENT, WIZ EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIESOTHERWISE, INCLUDING MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY SPECIFICALLY DISCLAIMED. WIZ SHALL IN PARTICULAR, BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING EXCLUSION, (i) IF THE GOODS ARE MADE ACCORDING TO THE BUYER’S SPECIFICATIONS, SELLER DOES NOT BE RESPONSIBLE FOR WARRANT ADEQUACY OF SUCH SPECIFICATIONS OR THAT THE GOODS WILL PERFORM IN ACCORDANCE WITH SUCH SPECIFICATIONS, (ii) IF ANY WARRANTIES AND REPRESENTATIONS GOODS FURNISHED HEREUNDER ARE MADE BY ANY PARTNER SUPPLIER OTHER THAN SELLER, SELLER DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO CUSTOMERSUCH GOODS, (iii) SELLER DOES NOT WARRANT THAT THE GOODS ARE IN COMPLIANCE WITH THE LAWS OF ANY COUNTRY, AND SUCH WARRANTIES AND REPRESENTATIONS ARE (IV) SELLER DOES NOT WARRANT DESIGN, DESIGN PERFORMANCE, DURABILITY OR SYSTEM INTEGRATION OF THE SOLE RESPONSIBILITY OF SUCH PARTNERMODULES, ASSEMBLIES OR ANY COMPONENTS THEREOF. Seller’s sole obligation under the foregoing warranties will be limited to either, at Seller’s option, replacing or repairing defective Goods or refunding the purchase price paid for such Goods previously paid by Buyer, and Buyer’s exclusive remedy for breach of any such warranties will be enforcement of such obligation of Seller. These warranties will not extend to Goods subjected to misuse, abuse, neglect, damage accident or improper installation or maintenance or which have been altered or repaired by anyone other than Seller or its authorized representative. Seller shall be responsible for processing warranty claims for defective Goods pursuant to this Contract only for a period of ninety (90) days after shipment.

Appears in 1 contract

Samples: Terms and Conditions of Sale

Limited Warranties. Wiz represents and Seller warrants that the Platform shall substantially perform in conformance with its Documentation. As the Customer's sole and exclusive remedy and Wiz's sole liability for breach of this warranty, Wiz shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period of thirty (30) days from the Termdate of delivery the goods will be free from defects of material and workmanship. The warranty set forth shall not apply if the failure of the Platform results from or is otherwise attributable to Customer or its Permitted User’s acts or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the ServicesSELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, caused due to (a) failure of Customer's Internet access or any public telecommunications networkEXPRESS OR IMPLIED, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OPERATION OF THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WIZ DOES NOT WARRANT THAT: (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, LAW OR (ii) THE SERVICES WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN THIS AGREEMENT, WIZ EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIESOTHERWISE, INCLUDING MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY SPECIFICALLY DISCLAIMED. WIZ SHALL IN PARTICULAR, BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING EXCLUSION, (i) IF THE GOODS ARE MADE ACCORDING TO BUYER'S SPECIFICATIONS, SELLER DOES NOT BE RESPONSIBLE FOR WARRANT ADEQUACY OF SUCH SPECIFICATIONS OR THAT THE GOODS WILL PERFORM IN ACCORDANCE WITH SUCH SPECIFICATIONS, (ii) IF ANY WARRANTIES AND REPRESENTATIONS GOODS FURNISHED HEREUNDER ARE MADE BY ANY PARTNER SUPPLIER OTHER THAN SELLER, SELLER DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO CUSTOMERSUCH GOODS, (iii) SELLER DOES NOT WARRANT THAT THE GOODS ARE IN COMPLIANCE WITH LAWS OF ANY COUNTRY, AND SUCH WARRANTIES AND REPRESENTATIONS (iv) IF THE GOODS ARE MODULES OR ASSEMBLIES, SELLER DOES NOT WARRANT DESIGN, DESIGN PERFORMANCE, DURABILITY OR SYSTEM INTEGRATION OF THE SOLE RESPONSIBILITY OF SUCH PARTNERMODULES, ASSEMBLIES OR ANY COMPONENTS THEREOF. Seller's sole obligation under the foregoing warranties will be limited to either, at Seller's option, replacing or repairing defective goods or refunding the purchase price paid for such goods previously paid by Buyer, and Buyer's exclusive remedy for breach of any of such warranties will be enforcement of such obligation of Seller. These warranties will not extend to goods subjected to misuse, abuse, neglect, damage, accident or improper installation or maintenance or which have been altered or repaired by anyone other than Seller or its authorized representative. Seller shall not be liable on any claim for defective goods, which is not made within thirty (30) days after such goods have been received by Buyer.

Appears in 1 contract

Samples: Terms and Conditions of Sale

Limited Warranties. Wiz The Company represents and warrants that that, under normal authorized use, the Platform shall substantially perform in conformance with its Documentation. As the Customer's sole and exclusive remedy and Wizthe Company's sole liability for breach of this warranty, Wiz the Company shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for in accordance with the remaining unused period of the TermSLA. The warranty set forth shall not apply if the failure of the Platform results from or is otherwise attributable to Customer to: (i) repair, maintenance or modification of the Platform by persons other than the Company or its Permitted User’s acts authorized contractors; (ii) accident, negligence, abuse or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability misuse of the Services, caused due to Platform by Customer; (aiii) failure use of the Platform by Customer other than in accordance with the Documentation; (iv) Customer's Internet access failure to implement software updates provided by the Company specifically to avoid such failure; or any public telecommunications network, or shortage (v) the combination of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within with equipment or software not authorized or provided by the Customer's systems affecting the operation of the PlatformCompany. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED ANY REPORTS OR OTHER OUTPUT (THE “REPORTS”) AND SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WIZ THE COMPANY DOES NOT WARRANT THAT: (i) THAT THE PLATFORM, THE REPORTS AND/OR THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR (ii) THE SERVICES WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN SECTION 7 AND THIS AGREEMENTSECTION 11, WIZ THE COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. WIZ SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNER.

Appears in 1 contract

Samples: Orca Security Saas License Agreement

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Limited Warranties. Wiz represents and Demtech warrants that the Platform shall substantially Software will perform in conformance substantial compliance with its Documentationwritten material provided by Demtech or with Demtech’s specifications in effect at the time of purchase for a period of twelve (12) months from delivery. As Demtech does not warrant that use of the Customer's sole and exclusive Software will be uninterrupted or error free. The remedy and Wiz's sole liability for breach of this warranty, Wiz limited warranty shall use commercially reasonable efforts be limited solely to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement replacement media and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period of the Term. The warranty set forth documentation and shall not apply if the failure of the Platform results from or is otherwise attributable to Customer or its Permitted User’s acts or omissions in violation of this Agreementinclude any other damages. Wiz This limited warranty does not cover, and Demtech shall not be liable for responsible for, any inaccuracy in the Service's output and/or delay and/or unavailability of the ServicesSoftware defects resulting from accident, caused due to (a) failure of Customer's Internet access abuse, misapplication or any public telecommunications networkunauthorized repair, modifications, or shortage of adequate power, (b) any incompatibility between enhancements to the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation of the PlatformSoftware. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORMDEMTECH, ITS RELATED SERVICES SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE DISTRIBUTORS AND DEALERS, SUPPLIERS, OR ANY OUTPUT RESULTED OTHER PERSON, FIRM OR CORPORATION SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES OR EXPENSES RESULTING FROM THE ALTERATION OR UNAUTHORIZED USE OF THE PLATFORM ARE SOFTWARE OR FROM THE UNINTENDED AND UNFORESEEN RESULTS YOU OBTAIN RESULTING FROM SUCH USE. DEMTECH SPECIFICALLY DISCLAIMS ANY WARRANTIES REGARDING INTELLECTUAL PROPERTY INFRINGEMENT WITH REGARD TO ANY DEVELOPER'S KIT PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASISHEREUNDER. WIZ DOES NOT WARRANT THAT: (i) ASIDE FROM THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR (ii) THE SERVICES WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN THIS AGREEMENT, WIZ EXPRESSLY EXPRESS WARRANTIES CONTAINED HEREIN DEMTECH HEREBY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITYEXPRESS AND/OR IMPLIED, TITLEINCLUDING, NON- INFRINGEMENTBUT NOT LIMITED TO, NON-INTERFERENCE, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WIZ IN NO EVENT SHALL NOT DEMTECH OR ITS SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE DISTRIBUTORS AND DEALERS, THIRD PARTY LICENSORS, SUPPLIERS, OR ANY OTHER PERSON, FIRM OR CORPORATION BE RESPONSIBLE LIABLE TO YOU FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY PARTNER KIND (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR INTERRUPTION OF BUSINESS, LOSS OF PROFITS, DAMAGE TO CUSTOMERREPUTATION), AND SUCH WARRANTIES AND REPRESENTATIONS ARE REGARDLESS OF THE SOLE RESPONSIBILITY FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF DEMTECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH PARTNERDAMAGES. IN NO EVENT SHALL DEMTECH'S LIABILITY TO YOU OR ANY OTHER PERSON EXCEED THE AMOUNT PAID TO DEMTECH UNDER THE AGREEMENT OR PURCHASE ORDER.

Appears in 1 contract

Samples: End‐user License Agreement

Limited Warranties. Wiz Provider represents and warrants that the Platform shall substantially perform in conformance with its Documentation. As the Customer's sole and exclusive remedy and Wiz's sole liability for breach of this warranty, Wiz shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period of the Term. The warranty set forth shall not apply if the failure of the Platform results from or is otherwise attributable to Customer or its Permitted User’s acts or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the Services, caused due to (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WIZ DOES NOT WARRANT THATwarrants: (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTSthat it is competent, OR experienced and trained to provide all Services set forth in the SOW; and (ii) that the Services will be provided in a professional and workmanlike manner; ((i) through (ii) collectively the “Service Warranties”). NOTWITHSTANDING THE ABOVE, PROVIDER DOES NOT WARRANT OR GUARANTEE IN ANY FORM THE RESULTS OR ACHIEVEMENTS OF THE SERVICES IT PROVIDES. Customer shall provide Provider with written notice of all claims for breach of Service Warranties within thirty (30) days of the applicable Service completion. ALL WARRANTY CLAIMS NOT MADE IN WRITING WITHIN SUCH THIRTY (30) DAY PERIOD WILL OPERATE ERRORBE DEEMED WAIVED. In the event that any claim under this Section 9 is substantiated, Provider will use commercially reasonable efforts, at its sole option and expense, to: (i) promptly refund Customer for any and all fees related to the non-FREEconforming Service; or (ii) correct or modify the non-conforming Service to make such Service conforming. EXCEPT AS SET FORTH The foregoing remedies in this Section 9 are Customer’s sole and exclusive remedies for related to breach of the Service Warranties. The Service Warranties are solely for the benefit of Customer and Customer will have no authority to extend such warranties to any third party. DAMAGES ARISING OUT OF THIS AGREEMENT IN CONNECTION WITH ANY CLAIM OR TYPE OF DAMAGE (WHETHER IN CONTRACT OR IN TORT AND INCLUDING, WITHOUT LIMITATION, FOR BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT), WILL NOT EXCEED THE LESSER OF: (A) THE AGGREGATE AMOUNT OF THE FEES PAID TO PROVIDER UNDER THE APPLICABLE SOW TO WHICH THE DAMAGES RELATE DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (B) THE AMOUNT OF RECOVERABLE INSURANCE PROCEEDS FROM THE INSURANCE POLICIES MAINTAINED BY PROVIDER IN 10. D ISCLAIMER OF WARRANTIES ACCORDANCE WITH THIS AGREEMENT, WIZ EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. WIZ SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER AGREEMENT WITH RESPECT TO CUSTOMER, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNER.APPLICABLE SOW TO WHICH THE DAMAGES

Appears in 1 contract

Samples: Master Products and Services Agreement

Limited Warranties. Wiz represents and Subject to the limitations of Section 6, Seller warrants that the Platform Products manufactured by Seller will be free from defects in material and workmanship and meet Seller's published specifications at the time of shipment under normal use and regular service and maintenance for a period of one year from the date of shipment of the Products by Seller, unless otherwise specified by Seller in writing. THIS IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY SELLER WITH RESPECT TO THE PRODUCTS AND IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED TO SELLER IN SPECIFICATIONS, DRAWINGS OR OTHERWISE, AND WHETHER OR NOT SELLER'S PRODUCTS ARE SPECIFICALLY DESIGNED AND/OR MANUFACTURED BY SELLER FOR BUYER'S USE OR PURPOSE. This warranty does not extend to any losses or damages due to: misuse; accident; abuse; neglect; normal wear and tear; negligence (other than Seller's); unauthorized modification or alteration; use beyond rated capacity; unsuitable power sources or environmental conditions; cosmetic damages; improper storage, installation, repair, handling, maintenance or application; use on mechanical equipment improperly designed or maintained; or any other cause not the fault of Seller. To the extent that Buyer or its agents has supplied specifications, information, representation of operating conditions or other data to Seller in the selection or design of the Products and the preparation of Seller's quotation, and in the event that actual operating conditions or other conditions differ from those represented by Buyer, any warranties or other provisions contained herein which are affected by such conditions shall substantially perform be null and void. If within thirty (30) days after Xxxxx's discovery of any warranty defects within the warranty period, Buyer notifies Seller thereof in conformance writing, Seller shall, at its option and as Buyer’s exclusive remedy, repair, correct or replace F.O.B. point of manufacture, that portion of the Products found by Seller to be defective. Failure by Buyer to give such written notice within the applicable time period shall be deemed an absolute and unconditional waiver of Buyer's claim for such defects. All costs of dismantling, reinstallation and freight and the time and expense of Seller’s personnel and representatives for site travel and diagnosis under this warranty shall be borne by Buyer unless accepted in writing by Seller. Products repaired or replaced during the warranty period shall be covered by the foregoing warranty for the remainder of the original warranty period or ninety (90) days from the date of shipment, whichever is longer. Buyer assumes all other responsibility for any loss, damage, or injury to persons or property arising out of, connected with, or resulting from the use of Products, either alone or in combination with its Documentationother products/components. As Sections 5 and 6 apply to any entity or person who may buy, acquire or use the Customer's sole Products, including any entity or person who obtains the Products from Buyer, and exclusive remedy shall be bound by the limitations therein. Xxxxx agrees to provide such subsequent transferee conspicuous, written notice of the provisions of Sections 5 and Wiz's sole liability for breach 6. Claims (other than warranty claims which must be made within thirty (30) days of discovery pursuant to this warrantySection 5) by Buyer must be made within sixty (60) days of receipt of shipment, Wiz shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within which Buyer and Seller agree is a reasonable time, or Buyer’s claims shall be barred. Seller must be given an opportunity to investigate the claim (and Buyer and its end users must fully cooperate with such investigation) before Xxxxx attempts to rectify, modify or dispose of the Products. Buyer shall not to exceed 30 daysreturn any defective or non-conforming Products without Seller’s prior written consent. Buyer hereby releases and discharges Seller and its successors and assigns from any and all claims, Customer demands, liabilities, damages, costs, expenses and losses whatsoever that may terminate this Agreement and receive a pro-rata refund arise out of any amounts prematerials provided by Buyer to be incorporated into the Goods supplied by Seller. Seller assumes no duty to inspect any such Buyer-paid by Customer for supplied materials and provides no warranty, express or implied, as to any such Buyer- supplied materials. Buyer shall indemnify and hold harmless Seller and its successors and assigns against any and all suits, losses, damages, liabilities, costs and expenses whatsoever (including reasonable attorneys' fees and other costs of defending any action) in connection any Buyer-supplied materials, whether the remaining unused period claim be based upon a theory of the Term. The warranty set forth shall not apply if the failure breach of the Platform results from contract or is otherwise attributable to Customer or its Permitted User’s acts or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the Serviceswarranty, caused due to (a) failure of Customer's Internet access negligence, strict liability, other tort, infringement, misappropriation or any public telecommunications networkother legal theory. Seller has the right, or shortage of adequate powerbut not the obligation, (b) to defend and control any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WIZ DOES NOT WARRANT THAT: (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR (ii) THE SERVICES WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN THIS AGREEMENT, WIZ EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. WIZ SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNERsuch claim.

Appears in 1 contract

Samples: wireco.com

Limited Warranties. Wiz Mikart hereby represents and warrants to Transcept that the Platform Products manufactured and sold to Transcept hereunder (including the Validation Batches) shall substantially perform in conformance with its Documentation. As conform to the Customer's sole and exclusive remedy and Wiz's sole liability for breach of this warrantySpecifications (including, Wiz shall use commercially reasonable efforts to repair without limitation, the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period terms of the TermQuality Agreement (as defined in Section 2.3(a) below)) and shall be free of all defects in materials and workmanship. The warranty set forth shall not apply if the failure of the Platform results from or is otherwise attributable to Customer or its Permitted User’s acts or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the Services, caused due to (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems Mikart represents and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WIZ DOES NOT WARRANT THATwarrants that: (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTSall Products, OR when manufactured and picked up for delivery from Mikart’s Facility, shall comply with all Applicable Laws; and (ii) THE SERVICES WILL OPERATE ERROR-FREEMikart’s performance of all activities under this Agreement (including the Qualification Services) shall comply with all Applicable Laws. Without limiting the foregoing, at the time of shipment to Transcept, none of the Product shall be adulterated or misbranded within the meaning of the FDCA, as amended and in effect at the time of shipment. Mikart further represents and warrants that: (x) all Product shall be manufactured and stored at the Facility and that the Facility shall, during the Term, comply with Applicable Law; and (y) title to all Products and deliverables provided to Transcept under this Agreement shall pass as provided in this Agreement, free and clear of any security interest, lien, or other encumbrance. Mikart represents and warrants to Transcept that neither Mikart nor any of its employees have been “debarred” by the FDA, or subject to a similar sanction from another Regulatory Agency, nor have debarment proceedings against Mikart or any of its employees been commenced. Mikart will promptly notify Transcept in writing if any such proceedings have commenced or if Mikart or any of its employees are debarred by the FDA or other Regulatory Agencies. EXCEPT AS SET FORTH IN THIS AGREEMENTSECTION 2.2 AND SECTION 8.1 HEREOF, WIZ EXPRESSLY NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SUBJECT MATTER HEREOF AND EACH PARTY SPECIFICALLY DISCLAIMS ALL EXPRESS WARRANTIES SUCH OTHER REPRESENTATIONS AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITYINCLUDING, TITLEWITHOUT LIMITATION, NON- INFRINGEMENT, NON-INTERFERENCE, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WIZ SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNER.

Appears in 1 contract

Samples: Manufacturing and Supply Agreement (Transcept Pharmaceuticals Inc)

Limited Warranties. Wiz The Company represents and warrants that that, under normal authorized use, upon delivery of the Platform Software to Customer and for a period of ninety (90) days thereafter ("Warranty Period") the Software shall substantially perform in conformance with its Documentation. As the Customer's ’s sole and exclusive remedy and Wiz's the Company’s sole liability for breach of this warrantywarranty during the Warranty Period, Wiz the Company shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period of the TermSoftware. The warranty set forth shall not apply if the failure of the Platform Software during the Warranty Period results from or is otherwise attributable to Customer to: (i) repair, maintenance or modification of the Software by persons other than the Company or its Permitted User’s acts authorized contractors; (ii) accident, negligence, abuse or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability misuse of the Services, caused due Software; (iii) use of the Software other than in accordance with the Software’s Documentation; (iv) Customer’s failure to implement software updates provided by the Company specifically to avoid such failure; (av) failure the combination of the Software with equipment or software not authorized or provided by the Company; and/or (vi) any change in and to Customer's Internet access third party services which may limit, effect or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between disable the Customer's systems and Company’s ability to provide the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation of the PlatformSoftware. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORMSOFTWARE, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM INFORMATION OR RESULTS THAT CUSTOMER OBTAINS THROUGH THE USE OF THE PLATFORM SOFTWARE (THE “REPORTS”) AND ANY RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND "AS AVAILABLE" BASIS, AND COMPANY MAKES NO REPRESENTATION REGARDING THE REPORTS. WIZ THE COMPANY DOES NOT WARRANT THAT: (i) THE SERVICES REPORTS AND/OR THE SOFTWARE WILL MEET CUSTOMER'S ’S REQUIREMENTS, OR (ii) THE SERVICES SOFTWARE WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN SECTION 4 AND THIS AGREEMENTSECTION 8, WIZ THE COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. WIZ SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNER.

Appears in 1 contract

Samples: A Software License Agreement

Limited Warranties. Wiz represents For the period of ninety (90) days from the date of receipt by you of the Deliverables, Arm warrants to you that (i) the media on which the Deliverables are provided shall be free from defects in materials and warrants that workmanship under normal use; and (ii) the Platform shall Deliverables will perform substantially perform in conformance accordance with its Documentationthe accompanying documentation (if any). As the CustomerArm's sole total liability and your exclusive remedy and Wiz's sole liability for breach of this warrantythese limited warranties shall be limited to Arm, Wiz shall use commercially at Arm's option; (a) replacing the defective Deliverables; or (b) using reasonable efforts to repair correct material, documented, reproducible defects in the Platform and, if Wiz cannot do so within a reasonable time, not Deliverables and delivering such corrected Deliverables to exceed 30 you. Any replacement Deliverables will be warranted for the remainder of the original warranty period or thirty (30) days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for whichever is the remaining unused period of the Termlonger. The warranty set forth shall not apply if the failure of the Platform results from or is otherwise attributable to Customer or its Permitted User’s acts or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the ServicesEXCEPT AS PROVIDED ABOVE, caused due to (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO YOU AGREE THAT THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM DELIVERABLES ARE PROVIDED ON AN LICENSED “AS IS”, AND “AS AVAILABLE” BASIS. WIZ DOES NOT WARRANT THAT: (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR (ii) THE SERVICES WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN THIS AGREEMENT, WIZ THAT ARM EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, TITLE, WITHOUT LIMITATION THE IMPLIED WARRANTIES OF NON- INFRINGEMENT, NON-INTERFERENCESATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE. WIZ SHALL NOT BE RESPONSIBLE YOU EXPRESSLY ASSUME ALL LIABILITIES AND RISKS, FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMERUSE OR OPERATION OF SOFTWARE APPLICATIONS, AND INCLUDING WITHOUT LIMITATION, APPLICATIONS DESIGNED OR INTENDED FOR MISSION CRITICAL APPLICATIONS, SUCH WARRANTIES AND REPRESENTATIONS ARE AS PACEMAKERS, WEAPONARY, AIRCRAFT NAVIGATION, FACTORY CONTROL SYSTEMS, ETC. SHOULD THE SOLE RESPONSIBILITY DELIVERABLES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF SUCH PARTNERALL NECESSARY SERVICING, REPAIR OR CORRECTION.

Appears in 1 contract

Samples: Licence Agreement

Limited Warranties. Wiz Company warrants it will provide the Services in a professional and workmanlike man- ner consistent with good industry standards and practices. Company represents and warrants that war- rants that, under normal authorized use, the Platform Software shall substantially perform in conformance con- formance with its Documentation. As the Customer's sole and exclusive remedy and WizCom- pany's sole liability for breach of this warranty, Wiz Company shall use commercially reasonable rea- sonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period of the TermSoftware. The warranty set forth herein shall not apply if the failure of the Platform Software results from or is otherwise attributable to Customer to: (i) repair, maintenance or modification of the Software by persons other than Company or its Permitted User’s acts authorized con- tractors; (ii) accident, negligence, abuse or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability misuse of the Services, caused due to Software; (aiii) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation use of the PlatformSoft- ware other than in accordance with the Documentation; or (iv) the combination of the Software with equipment or software not authorized or provided by Company. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED PER- MITTED BY APPLICABLE LAW, THE PLATFORMSOFTWARE, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM RE- SULTS THEREOF ARE PROVIDED ON AN “AS IS” AND "AS AVAILABLE” BASIS" BA- SIS. WIZ COMPANY DOES NOT WARRANT THAT: (i) THE SOFTWARE AND/OR THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR (ii) THE SERVICES SOFT- WARE WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN SECTION 6 AND THIS AGREEMENTSECTION 10, WIZ THE COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED IM- PLIED WARRANTIES, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. WIZ SHALL COMPANY WILL NOT BE RESPONSIBLE LIABLE FOR ANY WARRANTIES DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND REPRESENTATIONS MADE BY ANY PARTNER ELECTRONIC COMMUNICATIONS OR FOR IS- SUES RELATED TO PUBLIC NETWORKS OR CUSTOMER, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNER'S HOSTING SER- VICES.

Appears in 1 contract

Samples: Grip End User License Argreement

Limited Warranties. Wiz represents and warrants that that, under normal authorized use, the Platform shall substantially perform in conformance with its Documentation. As the Customer's sole and exclusive remedy and Wiz's sole liability for breach of this warranty, Wiz shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-pre- paid by Customer for the remaining unused period of the Term. The warranty set forth shall not apply if the failure of the Platform results from or is otherwise attributable to to: (i) repair, maintenance or modification of the Platform by persons other than Wiz or its authorized contractors; (ii) accident, negligence, abuse or misuse of the Platform by Customer or its Permitted User’s acts Users; (iii) use of the Platform other than in accordance with the Platform's Documentation; and/or (iv) the combination of the Platform with equipment or omissions in violation of this Agreementsoftware not authorized or provided by Wiz. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the Services, caused due to (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate powerpower or transportation facilities, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WIZ DOES NOT WARRANT THAT: (i) THE PLATFORM AND/OR THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR (ii) THE SERVICES PLATFORM WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN THIS AGREEMENT, WIZ EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. WIZ SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNER.

Appears in 1 contract

Samples: Wiz Master Subscription Agreement

Limited Warranties. Wiz The Company represents and warrants that that, under normal authorized use, the Platform shall substantially perform in conformance with its Documentation. As the Customer's sole and exclusive remedy and Wizthe Company's sole liability for breach of this warranty, Wiz the Company shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for in accordance with the remaining unused period of the TermSLA. The warranty set forth shall not apply if the failure of the Platform results from or is otherwise attributable to Customer to: (i) repair, maintenance or modification of the Platform by persons other than the Company or its Permitted User’s acts authorized contractors; (ii) accident, negligence, abuse or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the Services, caused due to (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation misuse of the Platform; (iii) use of the Platform other than in accordance with the Documentation; (iv) Customer's failure to implement software updates provided by the Company specifically to avoid such failure; or (v) the combination of the Platform with equipment or software not authorized or provided by the Company. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED ANY REPORTS OR OTHER OUTPUT (THE “REPORTS”) AND SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WIZ THE COMPANY DOES NOT WARRANT THAT: (i) THAT THE PLATFORM, THE REPORTS AND/OR THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR (ii) THE SERVICES WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN SECTION 6 AND THIS AGREEMENTSECTION 10, WIZ THE COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. WIZ SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNER.

Appears in 1 contract

Samples: Orca Security End User License Agreement

Limited Warranties. Wiz represents and Subject to the limitations of Section 6, Seller warrants that the Platform Products manufactured by Seller will be free from defects in material and workmanship and meet Seller's published specifications at the time of shipment under normal use and regular service and maintenance for a period of one year from the date of shipment of the Products by Seller, unless otherwise specified by Seller in writing. THIS IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY SELLER WITH RESPECT TO THE PRODUCTS AND IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED TO SELLER IN SPECIFICATIONS, DRAWINGS OR OTHERWISE, AND WHETHER OR NOT SELLER'S PRODUCTS ARE SPECIFICALLY DESIGNED AND/OR MANUFACTURED BY SELLER FOR BUYER'S USE OR PURPOSE. This warranty does not extend to any losses or damages due to: misuse; accident; abuse; neglect; normal wear and tear; negligence (other than Seller's); unauthorized modification or alteration; use beyond rated capacity; unsuitable power sources or environmental conditions; cosmetic damages; improper storage, installation, repair, handling, maintenance or application; use on mechanical equipment improperly designed or maintained; or any other cause not the fault of Seller. To the extent that Buyer or its agents has supplied specifications, information, representation of operating conditions or other data to Seller in the selection or design of the Products and the preparation of Seller's quotation, and in the event that actual operating conditions or other conditions differ from those represented by Buyer, any warranties or other provisions contained herein which are affected by such conditions shall substantially perform be null and void. If within thirty (30) days after Buyer's discovery of any warranty defects within the warranty period, Buyer notifies Seller thereof in conformance writing, Seller shall, at its option and as Buyer’s exclusive remedy, repair, correct or replace F.O.B. point of manufacture, that portion of the Products found by Seller to be defective. Failure by Buyer to give such written notice within the applicable time period shall be deemed an absolute and unconditional waiver of Buyer's claim for such defects. All costs of dismantling, reinstallation and freight and the time and expense of Seller’s personnel and representatives for site travel and diagnosis under this warranty shall be borne by Buyer unless accepted in writing by Seller. Products repaired or replaced during the warranty period shall be covered by the foregoing warranty for the remainder of the original warranty period or ninety (90) days from the date of shipment, whichever is longer. Buyer assumes all other responsibility for any loss, damage, or injury to persons or property arising out of, connected with, or resulting from the use of Products, either alone or in combination with its Documentationother products/components. As Sections 5 and 6 apply to any entity or person who may buy, acquire or use the Customer's sole Products, including any entity or person who obtains the Products from Buyer, and exclusive remedy shall be bound by the limitations therein. Buyer agrees to provide such subsequent transferee conspicuous, written notice of the provisions of Sections 5 and Wiz's sole liability for breach 6. Claims (other than warranty claims which must be made within thirty (30) days of discovery pursuant to this warrantySection 5) by Buyer must be made within sixty (60) days of receipt of shipment, Wiz shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within which Buyer and Seller agree is a reasonable time, or Buyer’s claims shall be barred. Seller must be given an opportunity to investigate the claim (and Buyer and its end users must fully cooperate with such investigation) before Buyer attempts to rectify, modify or dispose of the Products, and Buyer must provide to Seller upon request copies of all applicable destructive and/or non-destructive test procedures and results, including traces and cover pages, or else Buyer’s claim will be barred. Buyer shall not to exceed 30 daysreturn any defective or non-conforming Products without Seller’s prior written consent. Buyer hereby releases and discharges Seller and its successors and assigns from any and all claims, Customer demands, liabilities, damages, costs, expenses and losses whatsoever that may terminate this Agreement and receive a pro-rata refund arise out of any amounts prematerials provided by Buyer to be incorporated into the Goods supplied by Seller. Seller assumes no duty to inspect any such Buyer-paid by Customer for supplied materials and provides no warranty, express or implied, as to any such Buyer- supplied materials. Buyer shall indemnify and hold harmless Seller and its successors and assigns against any and all suits, losses, damages, liabilities, costs and expenses whatsoever (including reasonable attorneys' fees and other costs of defending any action) in connection any Buyer-supplied materials, whether the remaining unused period claim be based upon a theory of the Term. The warranty set forth shall not apply if the failure breach of the Platform results from contract or is otherwise attributable to Customer or its Permitted User’s acts or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the Serviceswarranty, caused due to (a) failure of Customer's Internet access negligence, strict liability, other tort, infringement, misappropriation or any public telecommunications networkother legal theory. Seller has the right, or shortage of adequate powerbut not the obligation, (b) to defend and control any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WIZ DOES NOT WARRANT THAT: (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR (ii) THE SERVICES WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN THIS AGREEMENT, WIZ EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. WIZ SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNERsuch claim.

Appears in 1 contract

Samples: wireco.com

Limited Warranties. Wiz represents and Seller warrants that the Platform shall substantially perform in conformance with its Documentation. As the Customer's sole and exclusive remedy and Wiz's sole liability for breach of this warranty, Wiz shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period of thirty (30) calendar days from the Termdate of delivery the goods will be free from defects of material and workmanship. The warranty set forth shall not apply if the failure of the Platform results from or is otherwise attributable to Customer or its Permitted User’s acts or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the ServicesSELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, caused due to (a) failure of Customer's Internet access or any public telecommunications networkEXPRESS OR IMPLIED, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OPERATION OF THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WIZ DOES NOT WARRANT THAT: (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, LAW OR (ii) THE SERVICES WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN THIS AGREEMENT, WIZ EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIESOTHERWISE, INCLUDING MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY SPECIFICALLY DISCLAIMED. WIZ SHALL IN PARTICULAR, BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING EXCLUSION, (i) IF THE GOODS ARE MADE ACCORDING TO BUYER'S SPECIFICATIONS, SELLER DOES NOT BE RESPONSIBLE FOR WARRANT ADEQUACY OF SUCH SPECIFICATIONS OR THAT THE GOODS WILL PERFORM IN ACCORDANCE WITH SUCH SPECIFICATIONS, (ii) IF ANY WARRANTIES AND REPRESENTATIONS GOODS FURNISHED HEREUNDER ARE MADE BY ANY PARTNER SUPPLIER OTHER THAN SELLER, SELLER DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO CUSTOMERSUCH GOODS, (iii) SELLER DOES NOT WARRANT THAT THE GOODS ARE IN COMPLIANCE WITH LAWS OF ANY COUNTRY, AND SUCH WARRANTIES AND REPRESENTATIONS (iv) IF THE GOODS ARE MODULES OR ASSEMBLIES, SELLER DOES NOT WARRANT DESIGN, DESIGN PERFORMANCE, DURABILITY OR SYSTEM INTEGRATION OF THE SOLE RESPONSIBILITY OF SUCH PARTNERMODULES, ASSEMBLIES OR ANY COMPONENTS THEREOF. Seller's sole obligation under the foregoing warranties will be limited to either, at Seller's option, replacing or repairing defective goods or refunding the purchase price paid for such goods previously paid by Buyer, and Buyer's exclusive remedy for breach of any of such warranties will be enforcement of such obligation of Seller. These warranties will not extend to goods subjected to misuse, abuse, neglect, damage, accident or improper installation or maintenance or which have been altered or repaired by anyone other than Seller or its authorized representative. Seller shall not be liable on any claim for defective goods, which is not made within thirty (30) calendar days after such goods have been received by Buyer.

Appears in 1 contract

Samples: Complete Contract

Limited Warranties. Wiz Each party represents and warrants that it has the Platform shall full authority to enter into this Agreement and is not bound by any contractual or legal restrictions from fulfilling its obligations hereunder. Entrinsik represents and warrants that during the Term the Entrinsik Service will operate substantially perform in conformance accordance with its Documentation. As ; provided, however, that if the Entrinsik Service fails to operate in accordance with its Documentation, Entrinsik’s sole obligation and Customer's ’s sole and exclusive remedy and Wiz's sole liability for breach of this warranty, Wiz any such failure shall be for Entrinsik to use commercially its reasonable efforts to repair the Platform and, if Wiz cannot do so within correct such failure in a reasonable time, not timely manner following written notice by Customer to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund Entrinsik of any amounts pre-paid by Customer for the remaining unused period of the Term. such failure, and in accordance with Exhibit B. The warranty set forth in the second sentence above shall not apply if to the extent any such failure of the Platform results from or is otherwise attributable to caused by Customer or its Permitted any Authorized User’s acts or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the ServicesDisclaimer. ENTRINSIK DOES NOT WARRANT THAT EITHER THE ENTRINSIK SERVICE OR THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE, caused due to (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, AND ENTRINSIK DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED RESULTS DERIVED FROM THE USE OF THE PLATFORM ARE PROVIDED ON AN “AS IS” ENTRINSIK SERVICE OR THE SOFTWARE. CUSTOMER IS SOLELY RESPONSIBLE FOR THE ACCURACY AND “AS AVAILABLE” BASISADEQUACY OF ALL CUSTOMER DATA, END USER DATA, AND ALL OTHER INFORMATION AND DATA FURNISHED FOR PROCESSING WITH THE ENTRINSIK SERVICE AND THE SOFTWARE. WIZ DOES ENTRINSIK IS NOT WARRANT THAT: (i) RESPONSIBLE FOR CONFIRMING OR VERIFYING ANY END USER OR ANY END USER DATA. TO THE SERVICES WILL MEET EXTENT THAT DATA IS BEING TRANSMITTED OVER A CELL PHONE NETWORK, THE INTERNET OR CUSTOMER'S REQUIREMENTS’S NETWORK HEREUNDER, CUSTOMER ACKNOWLEDGES THAT ENTRINSIK HAS NO CONTROL OVER THE FUNCTIONING OF ANY OF THE FOREGOING, AND ENTRINSIK MAKES NO REPRESENTATIONS OR (ii) WARRANTIES OF ANY KIND REGARDING THE SERVICES WILL OPERATE ERROR-FREEPERFORMANCE OR SECURITY OF ANY OF THE FOREGOING. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTSECTION 10, WIZ EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES ENTRINSIK AND ALL IMPLIED ITS SUPPLIERS MAKE NO WARRANTIES, INCLUDING EXPRESS OR IMPLIED, WITH RESPECT TO THE ENTRINSIK SERVICE OR THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR ANY WARRANTIES ARISING AS A RESULT OF USAGE IN THE TRADE OR BY COURSE OF DEALING. WIZ Limitation of Liability. IN NO EVENT WILL ENTRINSIK, ITS AFFILIATES, DISTRIBUTORS, SUPPLIERS OR LICENSORS, OR THEIR RESPECTIVE OFFICERS OR EMPLOYEES, BE LIABLE FOR: (a) COSTS OF SUBSTITUTE GOODS OR SERVICES; (b) SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, OR ANY LOST SALES, PROFITS OR DATA, AND EVEN IF ENTRINSIK HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES; OR (c) ANY CLAIM AGAINST CUSTOMER OR ANY AUTHORIZED USERS BY ANY THIRD PARTY EXCEPT AS SPECIFIED IN SECTION 12 BELOW. CUSTOMER EXPRESSLY ACKNOWLEGES AND AGREES THAT ENTRINSIK’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT FOR ALL DAMAGES, LOSSES, COSTS, LIABILITIES, AND INJURIES, UNDER ANY CLAIM OR THEORY OF ACTION WHATSOEVER, SHALL NOT EXCEED THE FEES PAID BY CUSTOMER DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD FOR THE SPECIFIC SERVICE DIRECTLY CAUSING THE LIABILITY. ANY ACTIONS BROUGHT BY OR ON BEHALF OF CUSTOMER MUST BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER, AND SUCH WARRANTIES AND REPRESENTATIONS ARE BROUGHT WITHIN ONE (1) YEAR OF THE SOLE RESPONSIBILITY ACCRUAL OF SUCH PARTNERCAUSE OF ACTION.

Appears in 1 contract

Samples: Terms and Conditions

Limited Warranties. Wiz represents and warrants that that, under normal authorized use, the Platform shall substantially perform in conformance with its Documentation. As the Customer's sole and exclusive remedy and Wiz's sole liability for breach of this warranty, Wiz shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period of the Term. The warranty set forth shall not apply if the failure of the Platform results from or is otherwise attributable to to: (i) repair, maintenance or modification of the Platform by persons other than Wiz or its authorized contractors; (ii) accident, negligence, abuse or misuse of the Platform by Customer or its Permitted User’s acts Users; (iii) use of the Platform other than in accordance with the Documentation; and/or (iv) the combination of the Platform with equipment or omissions in violation of this Agreementsoftware not authorized or provided by Wiz. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the Services, caused due to (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate powerpower or transportation facilities, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WIZ DOES NOT WARRANT THAT: (i) THE PLATFORM AND/OR THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR (ii) THE SERVICES PLATFORM WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN THIS AGREEMENT, WIZ EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. WIZ SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNER.

Appears in 1 contract

Samples: Wiz Master Subscription Agreement

Limited Warranties. Wiz The Company represents and warrants that that, under normal authorized use, the Platform Service shall substantially perform in conformance with its Documentation. As the Customer's ’s sole and exclusive remedy and Wiz's the Company’s sole liability for breach of this warranty, Wiz the Company shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for Service in accordance with the remaining unused period of the TermSLA. The warranty set forth shall not apply if the failure of the Platform Service results from or is otherwise attributable to Customer to: (i) repair, maintenance or modification of the Service by persons other than the Company or its Permitted Userauthorized contractors; (ii) accident, negligence, abuse or misuse of the Service; (iii) use of the Service other than in accordance with the Service’s acts Documentation; (iv) Customer’s failure to implement software updates provided by the Company specifically to avoid such failure; (v) the combination of the Service with equipment or omissions in violation of this Agreement. Wiz shall software not be liable for authorized or provided by the Company; (vi) any inaccuracy in the Servicecode or other information provided or made available to Company; (vii) any delay in providing the code to Company caused by Customer and/or its third party service providers; and/or (viii) any change in and to Customer's output and/or delay and/or unavailability of third party services which may limit, effect or disable the Company’s ability to provide the Services, caused due to (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORMSERVICE, ITS RELATED ANY REPORTS OR OTHER OUTPUT (THE “REPORTS”) AND SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM (INCLUDING PROFESSIONAL SERVICES) ARE PROVIDED ON AN “AS IS” AND "AS AVAILABLE" BASIS, AND COMPANY MAKES NO REPRESENTATION REGARDING ANY INFORMATION, CONCLUSIONS, RESULTS AND/OR TEMPLATES THAT CUSTOMER OBTAINS THROUGH THE REPORTS. WIZ THE REPORTS DO NOT CONSTITUTE BINDING RESULTS, AND CUSTOMER MUST DETERMINE FOR ITSELF ANY NEED TO OBTAIN INDEPENDENT ADVICE REGARDING THE SUBJECT MATTER OF THE REPORTS AND/OR ANY RECOMMENDATIONS THAT CUSTOMER MAY OBTAIN. COMPANY MAKES NO REPRESENTATION OR WARRANTY, AND HAS NO SUPPORT OBLIGATIONS OR LIABILITY, WITH RESPECT TO CUSTOMER’S ENVIRONMENT. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE AN ANALYTICAL TOOL AND THAT COMPANY THEREFORE CANNOT GUARANTEE OR COMMIT TO ANY BINDING LEVEL OF ACCURACY OF THE REPORTS. THE COMPANY DOES NOT WARRANT THAT: (i) THE REPORTS AND/OR THE SERVICES WILL MEET CUSTOMER'S ’S REQUIREMENTS, OR (ii) THE SERVICES SERVICE WILL OPERATE ERROR-FREE, OR (iii) BE COMPATIBLE, WORK WITH OR CONTINUE TO WORK WITH CUSTOMER COMPONENTS. EXCEPT AS SET FORTH IN SECTION 8 AND THIS AGREEMENTSECTION 12, WIZ THE COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. WIZ COMPANY SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNER. From time to time, Company may make Beta services available at no charge as part of the Service. Beta services are made available “AS IS” and Company shall have no liability for any harm or damage arising out of or arising out of or in connection with the Beta services. You may choose to try such Beta services at your sole discretion. Company may discontinue Beta services at any time in its sole discretion and may never make them generally available.

Appears in 1 contract

Samples: Cycode Enterprise Saas Agreement

Limited Warranties. Wiz represents and Subject to the limitations of Section 6, Seller warrants that the Platform Products manufactured by Seller will be free from defects in material and workmanship and meet Seller's published specifications at the time of shipment under normal use and regular service and maintenance for a period of one year from the date of shipment of the Products by Seller, unless otherwise specified by Seller in writing. THIS IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY SELLER WITH RESPECT TO THE PRODUCTS AND IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED TO SELLER IN SPECIFICATIONS, DRAWINGS OR OTHERWISE, AND WHETHER OR NOT SELLER'S PRODUCTS ARE SPECIFICALLY DESIGNED AND/OR MANUFACTURED BY SELLER FOR BUYER'S USE OR PURPOSE. This warranty does not extend to any losses or damages due to: misuse; accident; abuse; neglect; normal wear and tear; negligence (other than Seller's); unauthorized modification or alteration; use beyond rated capacity; unsuitable power sources or environmental conditions; cosmetic damages; improper storage, installation, repair, handling, maintenance or application; use on mechanical equipment improperly designed or maintained; or any other cause not the fault of Seller. To the extent that Buyer or its agents has supplied specifications, information, representation of operating conditions or other data to Seller in the selection or design of the Products and the preparation of Seller's quotation, and in the event that actual operating conditions or other conditions differ from those represented by Buyer, any warranties or other provisions contained herein which are affected by such conditions shall substantially perform be null and void. If within thirty (30) days after Buyer's discovery of any warranty defects within the warranty period, Buyer notifies Seller thereof in conformance writing, Seller shall, at its option and as Buyer’s exclusive remedy, repair, correct or replace F.O.B. point of manufacture, that portion of the Products found by Seller to be defective. Failure by Buyer to give such written notice within the applicable time period shall be deemed an absolute and unconditional waiver of Buyer's claim for such defects. All costs of dismantling, reinstallation and freight and the time and expense of Seller’s personnel and representatives for site travel and diagnosis under this warranty shall be borne by Buyer unless accepted in writing by Seller. Products repaired or replaced during the warranty period shall be covered by the foregoing warranty for the remainder of the original warranty period or ninety (90) days from the date of shipment, whichever is longer. Buyer assumes all other responsibility for any loss, damage, or injury to persons or property arising out of, connected with, or resulting from the use of Products, either alone or in combination with its Documentationother products/components. As Sections 5 and 6 apply to any entity or person who may buy, acquire or use the Customer's sole Products, including any entity or person who obtains the Products from Buyer, and exclusive remedy shall be bound by the limitations therein. Buyer agrees to provide such subsequent transferee conspicuous, written notice of the provisions of Sections 5 and Wiz's sole liability for breach 6. Claims (other than warranty claims which must be made within thirty (30) days of discovery pursuant to this warrantySection 5) by Buyer must be made within 60 days of receipt of shipment, Wiz shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within which Buyer and Seller agree is a reasonable time, not or Buyer’s claims shall be barred. Seller must be given an opportunity to exceed 30 daysinvestigate the claim (and Buyer and its end users must fully cooperate with such investigation) before Buyer attempts to rectify, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period modify or dispose of the TermProducts, and Buyer must provide to Seller upon request copies of all applicable destructive and/or non-destructive test procedures and results, including traces and cover pages, or else Buyer’s claim will be barred. The warranty set forth Buyer shall not apply if the failure of the Platform results from return any defective or is otherwise attributable to Customer or its Permitted Usernon-conforming Products without Seller’s acts or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the Services, caused due to (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WIZ DOES NOT WARRANT THAT: (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR (ii) THE SERVICES WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN THIS AGREEMENT, WIZ EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. WIZ SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNERprior written consent.

Appears in 1 contract

Samples: www.wireco.com

Limited Warranties. Wiz The Company represents and warrants that that, under normal authorized use, the Platform shall substantially perform in conformance with its Documentation. As the Customer's sole and exclusive remedy and Wizthe Company's sole liability under this Section, shall be for breach of this warranty, Wiz shall the Company to use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for in accordance with the remaining unused period of the TermSLA. The warranty set forth shall not apply if the failure of the Platform results from or is otherwise attributable to Customer to: (i) repair, maintenance or modification of the Platform by persons other than the Company or its Permitted User’s acts authorized contractors; (ii) accident, negligence, abuse or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability misuse of the Services, caused due to Platform by Customer; (aiii) failure use of the Platform by Customer other than in accordance with the Documentation; (iv) Customer's Internet access or any public telecommunications network, or shortage failure to implement software updates provided by the Company specifically to avoid such failure; (v) the combination of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or with equipment or software not authorized or provided by the Company; or (cvi) maintenance within Customer’s failure to properly maintain its computing environment used to access the Customer's systems affecting the operation of the PlatformServices. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM AND/OR THE USE OF THE PLATFORM REPORTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WIZ THE COMPANY DOES NOT WARRANT THAT: (i) THAT THE SERVICES OR REPORTS WILL MEET CUSTOMER'S REQUIREMENTS, OR (ii) THE SERVICES WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN SECTION 7 AND THIS AGREEMENTSECTION 12, WIZ THE COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. WIZ SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNER.

Appears in 1 contract

Samples: Orca Security Saas License Agreement

Limited Warranties. Wiz Company represents and warrants that that, under normal authorized use, the Platform shall substantially perform in conformance with its Documentation. As the Customer's sole and exclusive remedy and WizCompany's sole liability for breach of this warranty, Wiz Company shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period of the TermPlatform. The warranty set forth herein shall not apply if the failure of the Platform results from or is otherwise attributable to Customer to: (i) repair, maintenance or modification of the Platform by persons other than Company or its Permitted User’s acts authorized contractors; (ii) accident, negligence, abuse or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the Services, caused due to (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation misuse of the Platform; (iii) use of the Platform other than in accordance with the Documentation; or (iv) the combination of the Platform with equipment or software not authorized or provided by Company. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORMSOFTWARE, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF THE PLATFORM RESULTS THEREOF ARE PROVIDED ON AN “AS IS” AND "AS AVAILABLE" BASIS. WIZ COMPANY DOES NOT WARRANT THAT: (i) THE SOFTWARE AND/OR THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR (ii) THE SERVICES SOFTWARE WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN SECTION 6 AND THIS AGREEMENTSECTION 10, WIZ THE COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY TITLE, NON- INFRINGEMENT, NON-NON- INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. WIZ COMPANY WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO PUBLIC NETWORKS OR CUSTOMER'S HOSTING SERVICES. COMPANY SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER, AND SUCH WARRANTIES AND REPRESENTATIONS ARE THE SOLE RESPONSIBILITY OF SUCH PARTNER.

Appears in 1 contract

Samples: Dazz Saas License Agreement

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