WARRANTIES, REMEDIES AND DISCLAIMERS Clause Samples
The "Warranties, Remedies and Disclaimers" clause defines the assurances a party makes about the quality or performance of goods or services, outlines the remedies available if those assurances are not met, and specifies any limitations or exclusions of liability. Typically, this clause will state what warranties are provided (such as a guarantee that products are free from defects), describe the process for claiming remedies (like repair, replacement, or refund), and clarify what is not covered or is expressly disclaimed (for example, excluding implied warranties). Its core function is to allocate risk between the parties by setting clear expectations about product or service performance and limiting potential liability in the event of a problem.
WARRANTIES, REMEDIES AND DISCLAIMERS. A. Alchemy shall, at Alchemy's own expense, defend Customer against any and all claims that the Collocation Space used by Customer hereunder infringes on any third party's property or ownership rights. Alchemy shall, at Alchemy's sole option, either (1) settle any such claim, (11) secure valid rights for Customer's continued use, or (111) furnish equivalent Collocation Space that is not infringing and that can be used to satisfy the original specifications in Alchemy's determination. This warranty and remedy by Alchemy shall be valid only if (i) Customer gives Alchemy prompt written notice upon Customer's receipt of any such claim, (ii) Customer provides Alchemy with all pertinent information in its possession relative to such claim and (Iii) Alchemy shall have sole control over the settlement or defense of such claim.
B. THE COLLOCATION SPACE IS ACCEPTED "AS IS" BY CUSTOMER. CUSTOMER ACKNOWLEDGES THAT NO REPRESENTATION HAS BEEN MADE BY ALCHEMY AS TO THE FITNESS OF THE COLLOCATION SPACE FOR CUSTOMER'S INTENDED PURPOSE. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS ARTICLE, THERE ARE NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR-AL, OR WRITTEN, WITH RESPECT TO THE COLLOCATION SPACE OR SERVICES COVERED OR FURNISHED PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MOREOVER, THE REMEDIES PROVIDED IN THIS ARTICLE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REMEDIES.
WARRANTIES, REMEDIES AND DISCLAIMERS. 10.1. Incident IQ warrants that it will perform the Cloud Services in all material respects as described in Your Order Form. If the Cloud Services provided to You were not performed as warranted, You must promptly provide written notice to Incident IQ that describes the deficiency in the Cloud Services.
10.2. INCIDENT IQ DOES NOT GUARANTEE THAT (A) THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT INCIDENT IQ WILL CORRECT ALL SERVICES ERRORS, (B) THE SERVICES WILL OPERATE IN COMBINATION WITH YOUR CONTENT OR YOUR APPLICATIONS, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY INCIDENT IQ, AND (C) THE CLOUD SERVICES WILL MEET YOUR REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS. YOU ACKNOWLEDGE THAT INCIDENT IQ DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE CLOUD SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. INCIDENT IQ IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. INCIDENT IQ IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE CLOUD SERVICES THAT ARISE FROM YOUR DATA OR THIRD PARTY CONTENT. INCIDENT IQ DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS, OR USEFULNESS OF THIRD PARTY CONTENT, AND DISCLAIMS ALL LIABILITIES ARISING FROM OR RELATED TO THIRD PARTY CONTENT.
10.3. FOR ANY BREACH OF THE CLOUD SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND INCIDENT IQ’S ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT CLOUD SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF INCIDENT IQ CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT CLOUD SERVICES AND INCIDENT IQ WILL REFUND TO YOU THE FEES FOR THE TERMINATED SERVICES THAT YOU PRE-PAID TO INCIDENT IQ FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION.
10.4. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
WARRANTIES, REMEDIES AND DISCLAIMERS. 9.1 Each party represents and warrants that (i) it has the legal power to enter into and perform under this Agreement; and (ii) it shall comply with all other applicable laws in its performance hereunder.
9.2 Warranties specific to each Proofpoint Product shall be set forth in an applicable Product Exhibit, executed by both parties.
9.3 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE AND IN EACH PRODUCT EXHIBIT, PROOFPOINT AND PROOFPOINT LICENSORS DISCLAIM ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INCLUDING WITHOUT LIMITATION REGULATORY COMPLIANCE, PERFORMANCE, ACCURACY, RELIABILITY, AND NONINFRINGEMENT. PROOFPOINT DOES NOT WARRANT THE ACCURACY OF 10. LIMITATION OF LIABILITY & INDEMNIFICATION
WARRANTIES, REMEDIES AND DISCLAIMERS. 1.2.1 Each party warrants that (i) it has the legal power to enter into, and perform under, the Agreement; and (ii) it shall comply with all applicable laws in its performance hereunder.
WARRANTIES, REMEDIES AND DISCLAIMERS. 9.1 Each party represents and warrants that (i) it has the legal power to enter into and perform under this Agreement; and
WARRANTIES, REMEDIES AND DISCLAIMERS. A. COMSTOR shall, at COMSTOR's own expense, defend, indemnify and hold Customer harmless against any and all claims that the Collocation Space used by Customer hereunder infringes on any third party's property or ownership rights. COMSTOR shall, at COMSTOR's sole option, either (i) settle any such claim, (ii) secure valid rights for Customer's continued use, or (iii) -------------------------------------------------------------------------------- 6 -------------------------------------------------------------------------------- furnish equivalent Collocation Space satisfactory to Customer within the terminal facility, that is not infringing and that can be used to satisfy the original specifications in COMSTOR's determination. This warranty and remedy by COMSTOR shall be valid only if (i) Customer gives COMSTOR prompt written notice upon Customer's receipt of any such claim, (ii) Customer provides COMSTOR with all pertinent information in its possession relative to such claim and (iii) COMSTOR shall have sole control over the settlement or defense of such claim.
B. Except for the warranties set forth in this Article, there are no warranties, whether express, implied, oral, or written, with respect to the Collocation Space or services covered or furnished pursuant to this Agreement, including but not limited to, any implied warranty of merchantability or fitness for a particular purpose. Moreover, the remedies provided in this Article are exclusive and in lieu of all other remedies.
WARRANTIES, REMEDIES AND DISCLAIMERS. 11.1 Incident IQ warrants that it will make all reasonable efforts to perform the Cloud Services in all material respects as described in Your Order Form. If the Cloud Services provided to You were not performed as warranted, You must promptly provide written notice to Incident IQ that describes the deficiency in the Cloud Services.
11.2 Incident IQ does not guarantee that:
11.2.1 The services will be performed error-free or uninterrupted, or that Incident IQ will correct all services errors;
11.2.2 The services will operate in combination with your content or your applications, or with any other hardware, software, systems or data not provided by Incident IQ, and the Cloud Services will meet your requirements, specifications or expectations. You acknowledge that Incident IQ does not control the transfer of data over communications facilities, including the internet, and that the cloud services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. Neither party shall be responsible for any delays, delivery failures, or other damage resulting from such problems. Incident IQ is not responsible for any issues related to the performance, operation or security of the cloud services that arise from your data or third-party content;
11.2.3 Any representation or warranty regarding the reliability, accuracy, completeness, correctness, or usefulness of third-party content, and disclaims all liabilities arising from or related to third party content is true.
11.3 For any breach of the Cloud Services warranty, Your exclusive remedy and Incident IQ’s entire liability, shall be the correction of the deficient Cloud Services that caused the breach of warranty, or, if Incident IQ cannot substantially correct the deficiency in a commercially reasonable manner, You may end the deficient Cloud Services, and Incident IQ will refund to you the fees for the terminated services that you pre-paid to Incident IQ for the period following the effective date of termination, in a manner consistent with 10.2 above.
11.4 To the extent not prohibited by law, these warranties are exclusive and there are no other express or implied warranties or conditions including for software, hardware, systems, networks or environments or for merchantability, satisfactory quality and fitness for a particular purpose.
WARRANTIES, REMEDIES AND DISCLAIMERS. 12.1. Other warranties, remedies and disclaimers may be found in Attachments.
12.2. Except as noted in subparagraph 12.3 below, FirePlug warrants any processing or storage services furnished on FirePlug's systems hereunder against malfunctions, errors or loss of data which are due solely to errors on the part of FirePlug, its equipment or its employees. If Customer notifies FirePlug in writing and furnishes adequate documentation of any malfunction, error or loss of data covered by the above warranty within 30 days after its occurrence then:
(1) with respect to malfunction or error, FirePlug shall grant a credit to the amount charged by FirePlug for that portion of such service which falls within reasonable checkpoint intervals; and
(2) with respect to lost data, FirePlug shall (at FirePlug's discretion) either: (i) regenerate without charge any lost data from FirePlug's normal backup materials or from Customer specific backup materials if Customer has specified and paid for more frequent backups, or (ii) regenerate without charge any lost data if the Customer provides adequate backup materials in machine readable form, or (iii) if Customer does not provide such backup materials, grant Customer a credit in an amount equal to the FirePlug estimated cost of regeneration, such estimate made as if such backup material were available.
12.3. FirePlug MAKES NO WARRANTY, AND HEREBY DISCLAIMS ANY LIABILITY WITH RESPECT TO SOFTWARE RESIDING IN FirePlug's VENDOR LIBRARY OR ANY DATA BASE OR SOURCE DATA, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, ADEQUACY, COMPLETENESS, USEFULNESS OR RELIABILITY, WHICH IS MADE AVAILABLE TO Customer BY FirePlug, OR USED BY Customer IN CONNECTION WITH ANY GOODS OR SERVICES COVERED BY THIS AGREEMENT.
12.4. FirePlug's OBLIGATIONS UNDER THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE CONDITIONED UPON REQUEST BY FirePlug OF NOTICE AND ADEQUATE DOCUMENTATION AS STATED IN THIS AGREEMENT. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT, THERE ARE NO WARRANTIES, WHETHER EXPRESS, IMPLIED, ORAL OR WRITTEN, WITH PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY PARTICULAR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MOREOVER, THE REMEDIES PROVIDED FOR IN THIS CLAUSE 12 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REMEDIES.
WARRANTIES, REMEDIES AND DISCLAIMERS. 7.1. Each Party warrants that it has validly entered into this Agreement and has the legal power to do so.
WARRANTIES, REMEDIES AND DISCLAIMERS. 7.1. Each Party warrants that it has validly entered into this Agreement and has the legal power to do so.
7.2. Eficode UK warrants:
a) to perform the Services and deliver the Deliverables in accordance with the Contractual Documents. Eficode UK shall allocate sufficient resources to enable it to comply with this warranty;
b) to the Client that the Services and/or Deliverables will be provided using reasonable skill and care and to Accepted Industry Standards. The foregoing warranty is subject to the Client notifying Eficode UK promptly, and in any event within thirty (30) days of the date of performance of the alleged nonconforming Services, and providing all information and assistance reasonably requested by Eficode UK in connection therewith. Upon receiving such timely notice Eficode UK will use commercially reasonable efforts to re-perform or otherwise remedy the nonconformity at no additional charge to the Client;
c) to use reasonable endeavours to meet any performance dates specified in the Contractual Documents but any such dates shall be estimates only and time for performance by Eficode UK shall not be of the essence unless explicitly specified in the Contractual Documents.
7.3. Eficode UK shall have the right to make any changes to the Services, Deliverables and/or Contractual Documents which are necessary to comply with any Applicable Law provided that Eficode UK shall notify the Client promptly in writing in the event of any such changes and should the Client disagree with the changes to be made, the Client shall have the right to terminate the affected Services immediately by serving written notice to Eficode UK and Eficode UK shall refund to the Client any Charges paid in advance, minus ▇▇▇▇▇▇▇ accrued up to the date of the notice.
7.4. The Client warrants:
a) to comply with any responsibilities of the Client as set out in the Contractual Documents;
b) to provide to Eficode UK in a timely manner access to all information reasonably required by Eficode UK to enable it to comply with its obligations pursuant to the Contractual Documents upon reasonable advance written notice haven been given to the Client;
c) to inform Eficode UK in writing of all health and safety and security requirements that apply at the Client's premises prior to any agreed access by Eficode UK;
7.5. If Eficode UK’s performance of its obligations is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees then, without...