Warranties Warranty Disclaimers Clause Samples

Warranties Warranty Disclaimers. 9.1 Company warrants that the unmodified Licensed Program will perform the functions described in the documentation provided to Licensee. This warranty covers only problems reported to Company during the warranty period. 9.2 Company warrants that its Maintenance and Support Services and, if applicable, the Startup Services, will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. 9.3 LICENSEE ACKNOWLEDGES THAT ANY DATA OR INFORMATION GENERATED, OBTAINED OR ACQUIRED THROUGH THE USE OF THE LICENSED PROGRAM, THE ASP MODEL OR SERVICES IS AT LICENSEE'S SOLE RISK AND DISCRETION. COMPANY IS NOT LIABLE OR RESPONSIBLE FOR ANY RESULTS GENERATED THROUGH THE USE OF THE LICENSED PROGRAM, THE ASP MODEL OR THE SERVICES. 9.4 COMPANY DOES NOT WARRANT THE ACCURACY OR RELIABILITY OF ANY DATA OR INFORMATION DOWNLOADED OR ACCESSED THROUGH THE SERVICES. COMPANY DOES NOT WARRANT OR REPRESENT THAT THE SERVICES OR ACCESS TO THE LICENSED PROGRAM VIA THE ASP MODEL WILL BE UNINTERRUPTED OR SECURE. OPERATION OF THE SERVICES MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF COMPANY'S CONTROL. 9.5 THE WARRANTIES SET FORTH IN THIS AGREEMENT SHALL EXTEND TO LICENSEE ONLY. 9.6 EXCEPT AS PROVIDED HEREIN, COMPANY MAKES AND GIVES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESSED, IMPLIED OR STATUTORY, WITH REGARD TO THE LICENSED PROGRAM, THE ASP MODEL, ANY COMPONENTS, THE SERVICES OR ANY RESULTS THEREFROM, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. 9.7 For any breach of the warranties contained in this Article IX, Licensee's exclusive remedy, and Company's entire liability shall be: A. For the Licensed Program, the correction of any errors that cause the breach of the warranty, or if Company is unable to make the Licensed Program operate as warranted, Licensee shall be entitled to a pro-rata refund of the Initial Fee and Transaction Fees paid during the period that the warranty was breached. B. For Maintenance and Support Services, the performance of such Maintenance and Support Services, or if Company is unable to perform the Maintenance and Support Services as warranted, Licensee shall be entitled to recover the Maintenance Fees paid to Company for such Maintenance and Support Services. The warranties set forth herein shall be applicable only if Company re...
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Warranties Warranty Disclaimers. Warranties, if any, for POSVX Products or the Software originate from the third party provider or manufacturer of such products or software (“Vendor”) and, if warranties are made to FDMS, FDMS shall assign any such warranties where assignable. Materials or documents, if any, setting forth warranty terms, conditions, exceptions, exclusions and disclaimers will be contained within the POSVX Product packaging shipped from the Vendor or on the Vendor’s web site. FDMS does not make or provide any warranty with respect to POSVX Products and Services provided under this Paragraph, including the Software or hardware, and specifically disclaims all other warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose or noninfringement, arising out of or related to the POSVX Products and Services or this Paragraph, which are hereby excluded by agreement of the parties.
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Warranties Warranty Disclaimers a. USC represents and warrants that: i. to its knowledge as of the date of the Agreement, the Patents ” are the only patents owned or controlled by USC that would be infringed by the manufacture, use, sale, offer for sale, or importation of the Product in the Field Of Use, including but not limited to the product that is the subject of IND 71,204; ii. to its knowledge as of the date of the Agreement, the issued Patents are valid and subsisting, USC is not aware of any prior art that would render the issued Patents invalid or unenforceable, and USC has no knowledge of any communications of U.S. or foreign government authorities or third parties that the issued Patents are invalid or unenforceable; iii. to its knowledge as of the date of the Agreement, without obligation to obtain any legal freedom to operate opinions, the manufacture, use, sale, offer for sale, or importation of the Product in the form as it exists on the date of the Agreement (including the product that is the subject of IND 71,204) would not infringe on any patent of a third party; iv. as of the date of the Agreement, it has not received any letters or claims of third parties indicating that the manufacture, use, sale, offer for sale, or importation of the Product may be infringing on patents of a third party; v. as of the date of the Agreement, the Patents are not subject to any interference, opposition, reexamination, reissue, revocation, nullification or similar official proceeding; vi. the Appendix A Patents are not encumbered with third party licenses, liens, mortgages, security interests or otherwise by any third parties, and USC will not so encumber such Patents during the term of the Agreement; vii. as of the date of the Agreement, it is the sole owner of the Patents and has the right to grant the licenses granted under the Agreement. b. Nothing in the Agreement shall be construed as a warranty or representation that any Products made, used, sold or otherwise disposed of under any license granted in the Agreement is or will be free from infringement of patents of third parties. c. USC will not have any obligation to bring or prosecute actions or suits against third parties for infringement. d. Nothing in this Agreement shall be construed as conferring the rights to use in advertising, publicity or otherwise any trademark, trade name, or names or any contraction, abbreviation, simulation or adoption thereof, or USC or Licensee. e. USC MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCH...
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Warranties Warranty Disclaimers 
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  • Warranties Disclaimers a) Licensor represents and warrants that it has the right to grant to Licensee the rights granted hereunder. b) Licensor represents and warrants that during the Warranty Period the Licensed Products will perform all material functions set out in the Documentation for such Licensed Products and otherwise operate in substantial accordance with such Documentation. If, during the Warranty Period the Licensed Products fail to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non-conformities with the Licensed Products. Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non-conformities in accordance with the Support Guidelines. If Licensor is unable to timely correct such errors or non- conformities, Licensee may elect to terminate the license to such Licensed Products. If Licensee terminates the license to such Licensed Products during the Warranty Period in accordance with this Section, Licensee will, as its remedy, receive a refund of all fees previously paid for such Licensed Products. c) LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING THOSE DESIGNATED AS MEDIUM OR LOW SEVERITY LEVEL ISSUES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE LICENSED PRODUCTS ARE PROVIDED “AS IS” AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. d) LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE LICENSED PRODUCTS OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN ADDITION, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTS. e) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENT: (i) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIES; (ii) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED IN AN ORDER OR ON A COMPUTER OTHER THAN THE COMPUTER AUTHORIZED IN AN ORDER; AND/OR (iii) TO PREVENT USE OF THE LICENSED PRODUCTS IN EXCESS OF ANY TRANSACTIONS (OR OTHER RESTRICTIONS) OR BY MORE THAN THE NUMBER OF USERS SET OUT IN AN ORDER.

  • Warranty Disclaimers WE ARE LEASING THE EQUIPMENT TO YOU “AS-IS.” YOU HAVE SELECTED SUPPLIER AND THE EQUIPMENT BASED UPON YOUR OWN JUDGMENT. IN THE EVENT WE ASSIGN THIS AGREEMENT, OUR ASSIGNEE DOES NOT TAKE RESPONSIBILITIES FOR THE INSTALLATION OR PERFORMANCE OF THE EQUIPMENT. SUPPLIER IS NOT AN AGENT OF OURS AND WE ARE NOT AN AGENT OF SUPPLIER, AND NOTHING SUPPLIER STATES OR DOES CAN AFFECT YOUR OBLIGATIONS HEREUNDER. YOU WILL MAKE ALL PAYMENTS UNDER THIS AGREEMENT REGARDLESS OF ANY CLAIM OR COMPLAINT AGAINST ANY SUPPLIER, LICENSOR OR MANUFACTURER, AND ANY FAILURE OF A SERVICE PROVIDER TO PROVIDE SERVICES WILL NOT EXCUSE YOUR OBLIGATIONS TO US UNDER THIS AGREEMENT. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, OF, AND TAKE ABSOLUTELY NO RESPONSIBILITY FOR, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONDITION, QUALITY, ADEQUACY, TITLE, DATA ACCURACY, SYSTEM INTEGRATION, FUNCTION, DEFECTS, INFRINGEMENT OR ANY OTHER ISSUE IN REGARD TO THE EQUIPMENT, ANY ASSOCIATED SOFTWARE AND ANY FINANCED ITEMS. SO LONG AS YOU ARE NOT IN DEFAULT UNDER THIS AGREEMENT, WE ASSIGN TO YOU ANY WARRANTIES IN THE EQUIPMENT GIVEN TO US.

  • Representations and Warranties Disclaimers a) Availability Tebra will make commercially reasonable efforts to maintain uptime of 99% excluding any scheduled downtime, force majeure issues and third party services (see Support Policy for additional details). b) Mutual Representations and Warranties i. the Customer Agreement has been duly entered into and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; ii. no authorization or approval from any third party is required in connection with such party’s entering into or performance of the Customer Agreement; and iii. the entering into and performance of the Customer Agreement does not and will not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound. c) DISCLAIMERS • TEBRA DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR WITHOUT DELAY, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. • WHILE ▇▇▇▇▇ TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, TEBRA DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. ▇▇▇▇▇ DISCLAIMS ANY WARRANTY REGARDING ANY PERCENTAGE OF COLLECTION OF CLAIMS FOR CUSTOMER. • FROM TIME TO TIME, CUSTOMER MAY REQUEST THE ADDITION OF CERTAIN CODE AND/OR FUNCTIONALITIES TO BE ADDED TO CUSTOMER’S WEBSITE OR OTHER PLATFORM. TEBRA SHALL NOT BE RESPONSIBLE FOR ENSURING THAT THE REQUESTED CODE AND/OR FUNCTIONALITIES COMPLY(IES) WITH ANY AND ALL APPLICABLE LAWS AND REGULATIONS PERTAINING TO CUSTOMER’S BUSINESS. CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT CUSTOMER ALONE SHALL BE RESPONSIBLE FOR ENSURING THAT CUSTOMER’S WEBSITE AND SERVICE OFFERINGS, EVEN IF SUPPORTED BY TEBRA, COMPLY WITH APPLICABLE LAWS AND REGULATIONS.

  • Representations and Warranties Disclaimer Each party represents and warrants to the other party that (a) it has and shall have full right and authority to enter into this Agreement and to grant the rights provided hereunder, (b) this Agreement shall be enforceable against it, and (c) the entry into and performance of this Agreement by it do not contravene other agreements, laws, or orders to which it is subject. CONVERCENT DOES NOT MAKE, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CONVERCENT EXPRESSLY DISCLAIMS, AND CUSTOMER HEREBY WAIVES, ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, REGARDING THE SERVICES OR CUSTOMER’S RESULTS FROM USING THE SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF PERFORMANCE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY EXPRESS OR IMPLIED WARRANTIES OR CONTRACT TERMS OR AMENDMENTS ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, CONVERCENT DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL MEET ALL OF CUSTOMER’S REQUIREMENTS OR BE UNINTERRUPTED, SECURE, COMPLETE, ERROR-FREE, OR FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR THAT ALL DEFECTS WILL BE CORRECTED.

  • Warranties Disclaimer EXCEPT FOR THE EXPRESS WARRANTIES ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, MARKETO AND ITS THIRD PARTY PROVIDERS DISCLAIM ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. MARKETO DOES NOT WARRANT THE RELIABILITY, TIMELINESS, SUITABILITY, OR ACCURACY OF THE SUBSCRIPTION SERVICES OR THE RESULTS CUSTOMER MAY OBTAIN BY USING THE SUBSCRIPTION SERVICES. MARKETO DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF THE SUBSCRIPTION SERVICES OR THAT MARKETO WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS. MARKETO DISCLAIMS ALL FAILURES, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET.