Warranties. SIMBA warrants for a period of ninety (90) days from the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
Appears in 4 contracts
Samples: Legal Agreement, Legal Agreement, Legal Agreement
Warranties. SIMBA Each Party represents and warrants for a period to the other Party that it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder. Further, Company represents and warrants to PickNik that Company will not provide any Company Data that infringes, misappropriates, or otherwise violates the rights of ninety (90) days from the date the PROGRAM is delivered any third party, including Intellectual Property Rights and other rights to you privacy. In addition, PickNik warrants to Company that the PROGRAM shall substantially conform to SIMBA provided written specificationsServices will be performed in a professional manner consistent with industry standards and will not purposefully include any code that contains any virus, time-bomb, trojan horse, or other such malicious code or any open source licensed under any “copy-left” type provisions without Company’s approval. In the event of PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any alleged breach of this warranty, re-perform the above express warrantiesServices which gave rise to the breach, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall beor, at SIMBAPickNik’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received paid by SIMBA Company for this licensethe portion of the Services that did not fulfill such warranty, provided that Company shall notify PickNik in writing of the breach within 30 days following performance of the defective Services, specifying the breach in reasonable detail. EXCEPT AS FOR THE EXPRESS WARRANTIES SET FORTH ABOVEIN THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THE SOFTWARE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", SERVICES ARE PROVIDED “WHERE AS-IS” BASIS WITHOUT AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACYWARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR CONDITION ARISING FROM COURSE OF PERFORMANCEWARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, COURSE OF DEALING BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR USAGE OF TRADE. XXXXX FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTSSOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR THAT SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE OPERATION OF THE PROGRAM SAME WILL BE ERROR FREE FROM SECURITY VULNERABILITIES OR UNINTERRUPTED, MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESSSOFTWARE, ACCURACYBACKGROUND TECHNOLOGY, RELIABILITYOPEN SOURCE SOFTWARE, OR OTHERWISE. NO ORAL SERVICES OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY WAY INCREASE APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SCOPE OF THIS WARRANTYSERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSES.
Appears in 4 contracts
Samples: Master Service Agreement, Master Service Agreement, Master Service Agreement
Warranties. SIMBA Each Party represents and warrants for a period to the other Party that it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder. Further, Company represents and warrants to PickNik that Company will not provide any Company Data that infringes, misappropriates, or otherwise violates the rights of ninety (90) days from the date the PROGRAM is delivered any third party, including Intellectual Property Rights and other rights to you privacy. In addition, PickNik warrants to Company that the PROGRAM shall substantially conform to SIMBA provided written specificationsServices will be performed in a professional manner consistent with industry standards. In the event of PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any alleged breach of this warranty, re-perform the above express warrantiesServices which gave rise to the breach, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall beor, at SIMBAPickNik’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received paid by SIMBA Company for this licensethe portion of the Services that did not fulfill such warranty, provided that Company shall notify PickNik in writing of the breach within 30 days following performance of the defective Services, specifying the breach in reasonable detail. EXCEPT AS FOR THE EXPRESS WARRANTIES SET FORTH ABOVEIN THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THE SOFTWARE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", SERVICES ARE PROVIDED “WHERE AS-IS” BASIS WITHOUT AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACYWARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR CONDITION ARISING FROM COURSE OF PERFORMANCEWARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, COURSE OF DEALING BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR USAGE OF TRADE. XXXXX FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN SOFTWARE OR AND PRODUCTS RESULTING FROM THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM SERVICES WILL BE ERROR FREE FROM SECURITY VULNERABILITIES OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE MALWARE OF ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYKIND.
Appears in 3 contracts
Samples: Master Service Agreement, Master Service Agreement, Master Service Agreement
Warranties. SIMBA University warrants for a period that to the best of ninety (90) days from its actual knowledge as of the date of execution of this Agreement it has the PROGRAM is delivered right to you that grant the PROGRAM shall substantially conform licenses to SIMBA provided written specificationsthe Licensed Intellectual Property contained in this Agreement. In the event Disclaimer of any alleged breach of the above express warrantiesall Other Warranties UNIVERSITY PROVIDES LICENSEE THE RIGHTS GRANTED IN THIS AGREEMENT AS IS AND WITH ALL FAULTS, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty periodIF ANY. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE UNIVERSITY MAKES NO REPRESENTATIONS AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSEXPRESS OR IMPLIED CONCERNING THE LICENSED INTELLECTUAL PROPERTY. AMONG OTHER THINGS, IMPLIED OR STATUORYUNIVERSITY EXPRESSLY DISCLAIMS ANY WARRANTIES CONCERNING AND MAKES NO REPRESENTATIONS: that any or all applications of the Licensed Patents will be allowed or granted or that a patent will issue from such application(s); concerning the validity, INCLUDINGenforceability, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITYinterpretation of claims or scope of any Licensed Patent; that the exercise of the rights or licenses granted to Licensee under this Agreement will not infringe or violate a third party’s intellectual property rights; that the exploitation of Licensed Patent or Intellectual Property Rights will be successful; or as to the merchantability, FITNESS FOR A PARTICULAR PURPOSEsuitability, ACCURACYaccuracy, NON-INFRINGEMENTcompleteness, OR CONDITION ARISING FROM COURSE OF PERFORMANCEand safety of the Licensed Intellectual Property. LIMITATION ON TYPE AND AMOUNT DAMAGES Limitation on Type of Damages University is not liable for any special, COURSE OF DEALING OR USAGE OF TRADEconsequential, lost profit, loss of business opportunity, expectation, punitive or other indirect damages in connection with any claim arising out of or related to this Agreement. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTSLimitation on Amount of Damages. In no event shall University’s liability to Licensee exceed the payments made to University by Licensee during the 6 months prior to the event that gave rise to the claim. MISCELLANEOUS Choice of Law and Jurisdiction The internal laws of the state of Minnesota, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTEDwithout giving effect to its conflict of laws principles, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTEDgovern the validity, construction, and enforceability of this Agreement. FURTHERMOREAll suits, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESSclaims, ACCURACYpetitions, RELIABILITYand other actions to enforce the terms of this Agreement or otherwise in relation to the Licensed Intellectual Property may be brought only in the state courts of Hennepin County, OR OTHERWISEMinnesota. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYLicensee hereby submits to the jurisdiction of that court and waives any objections it may have to that court asserting jurisdiction over the subject matter of this Agreement, Licensee or its assets and property and to exclusive venue in that jurisdiction.
Appears in 3 contracts
Samples: Non Exclusive License Agreement, Non Exclusive License Agreement, Non Exclusive License Agreement
Warranties. SIMBA warrants For the avoidance of doubt the Third Party Products and Serviced are provided by or through NMS and not Bank; accordingly, Merchant acknowledges and agrees that Bank will have absolutely no liability for the performance or operation (or lack thereof) of any Third Party Products or Services. Additionally, Merchant acknowledges and agrees that ISO is only a period reseller of, or referral source, for Third Party Products and Services, and as such, ISO shall not in any way be liable for the performance or operation (or lack thereof) of ninety (90) days from Third Party Products and Services and neither ISO nor Bank makes any warranties, representations or covenants with respect thereto. Any and all warranties, representations or covenants regarding Third Party Products and Services, if any, are and will be governed by the date terms and conditions pursuant to which the PROGRAM is delivered Third Party Provider makes the applicable Third Party Products and Services available to you that the PROGRAM shall substantially conform to SIMBA provided written specificationsMerchant. In the event of that ISO resells any alleged breach of Third Party Products and Services to Merchant, it will pass through any warranties made available to ISO by the above express warrantiesapplicable Third Party Provider that such Third Party Provider permits to be passed through to Merchant. NEITHER ISO NOR BANK MAKES ANY WARRANTY, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORYSTATUTORY, WITH RESPECT TO THE THIRD PARTY PRODUCTS AND SERVICES AND EACH EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO THE WITHOUT LIMITATION, ANY IMPLIED WARRANTIES WARRANTY OF TITLE, AVAILABILITY, RELIABILITY, USEFULNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENTNONINFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING DEALING, USAGE OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THIRD PARTY PRODUCTS AND SERVICES ARE BEING PROVIDED “AS-IS” BY OR THROUGH ISO (TO THE EXTENT EVEN BEING PROVIDED THEREBY), AND NEITHER ISO NOR BANK WARRANTS THAT THE FUNCTIONS CONTAINED IN THE PROGRAM THEY WILL MEET YOUR REQUIREMENTSMERCHANT’S REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, AVAILABLE, SECURE OR ERROR FREE, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM ANY ERRORS WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
Appears in 3 contracts
Samples: Terms and Conditions, Terms and Conditions, Terms and Conditions
Warranties. SIMBA warrants NetAlly warrants, for End-User’s benefit alone, (i) that the Hardware will be free from material defects for a period of twelve (12) months from the proof of purchase date for such Hardware ("Hardware Warranty Period"); and (ii) the Software, will conform materially and substantially to the Documentation for a period of ninety (90) calendar days from following the date when first made available to Company for download (“Software Warranty Period”). The warranties set forth herein do not apply to any failure of the PROGRAM is delivered Software or Hardware caused by (a) Company’s failure to you follow NetAlly's installation, operation, or maintenance instructions, procedures, or Documentation; (b) Company’s mishandling, misuse, negligence, or improper installation, de-installation, storage, servicing, or operation of the Product; (c) modifications or repairs not authorized by NetAlly; (d) use of the Products in combination with equipment or software not supplied by NetAlly or authorized in the Documentation; and/or (e) power failures or surges, fire, flood, accident, actions of third parties, or other events outside NetAlly's reasonable control. NetAlly cannot and does not warrant the performance or results that may be obtained by using the Products, nor does NetAlly warrant that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty periodProducts are appropriate for Company’s purposes or error-free. If such alleged breach during the Software Warranty Period or Hardware Warranty Period, a nonconformity is reported as required and substantiated by SIMBAto NetAlly, your exclusive remedies shall beNetAlly, at SIMBA’s sole its option, for SIMBA will use commercially reasonable efforts to promptly repair or replace the PROGRAM non-conforming Software or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this licenseHardware. THIS REMEDY IS COMPANY’S SOLE AND EXCLUSIVE REMEDY, AND NETALLY’S SOLE LIABILITY FOR A BREACH OF WARRANTY. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT FOR THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS"EXPRESS WARRANTIES STATED IN THIS SECTION 9, “WHERE ISWARRANTIES” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORYNETALLY DISCLAIMS ALL WARRANTIES ON MERCHANDISE SUPPLIED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO THE WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITYINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
Appears in 3 contracts
Samples: General Terms and Conditions, General Terms and Conditions, General Terms and Conditions
Warranties. SIMBA Each Party represents and warrants for a period to the other Party that it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder. Further, Company represents and warrants to PickNik that Company will not provide any Company Data that infringes, misappropriates, or otherwise violates the rights of ninety (90) days from the date the PROGRAM is delivered any third party, including Intellectual Property Rights and other rights to you privacy. In addition, PickNik warrants to Company that the PROGRAM shall substantially conform to SIMBA provided written specificationsServices will be performed in a professional manner consistent with industry standards and will not purposefully include any code that contains any virus, time-bomb, trojan horse, or other such malicious code or any open source licensed under any “copy-left” type provisions without Company’s approval. In the event of PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any alleged breach of this warranty, re-perform the above express warrantiesServices which gave rise to the breach, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall beor, at SIMBAPickNik’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received paid by SIMBA Company for this licensethe portion of the Services that did not fulfill such warranty, provided that Company shall notify PickNik in writing of the breach within 30 days following performance of the defective Services, specifying the breach in reasonable detail. EXCEPT AS FOR THE EXPRESS WARRANTIES SET FORTH ABOVEIN THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THE SOFTWARE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", SERVICES ARE PROVIDED “WHERE AS-IS” BASIS WITHOUT AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACYWARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR CONDITION ARISING FROM COURSE OF PERFORMANCEWARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, COURSE OF DEALING BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR USAGE OF TRADE. XXXXX FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN SOFTWARE OR AND PRODUCTS RESULTING FROM THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM SERVICES WILL BE ERROR FREE FROM SECURITY VULNERABILITIES OR UNINTERRUPTED, MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR SOFTWARE IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYAPPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1.
Appears in 3 contracts
Samples: Master Service Agreement, Master Service Agreement, Master Service Agreement
Warranties. SIMBA warrants for a period of ninety (90) days from the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX SIMBA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
Appears in 2 contracts
Samples: Legal Agreement, Legal Agreement
Warranties. SIMBA Each Party represents and warrants for a period to the other Party that it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder. Further, Company represents and warrants to PickNik that Company will not provide any Company Data that infringes, misappropriates, or otherwise violates the rights of ninety (90) days from the date the PROGRAM is delivered any third party, including Intellectual Property Rights and other rights to you privacy. In addition, PickNik warrants to Company that the PROGRAM shall substantially conform to SIMBA provided written specificationsServices will be performed in a professional manner consistent with industry standards and will not purposefully include any code that contains any virus, time-bomb, trojan horse, or other such malicious code or any open source licensed under any “copy-left” type provisions without Company’s approval. In the event of PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any alleged breach of this warranty, re-perform the above express warrantiesServices which gave rise to the breach, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall beor, at SIMBAPickNik’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received paid by SIMBA Company for this licensethe portion of the Services that did not fulfill such warranty, provided that Company shall notify PickNik in writing of the breach within 30 days following performance of the defective Services, specifying the breach in reasonable detail. EXCEPT AS FOR THE EXPRESS WARRANTIES SET FORTH ABOVEIN THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THE SOFTWARE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", SERVICES ARE PROVIDED “WHERE AS-IS” BASIS WITHOUT AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACYWARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR CONDITION ARISING FROM COURSE OF PERFORMANCEWARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, COURSE OF DEALING BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR USAGE OF TRADE. XXXXX FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTSSOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR THAT SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE OPERATION OF THE PROGRAM SAME WILL BE ERROR FREE FROM SECURITY VULNERABILITIES OR UNINTERRUPTED, MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESSSOFTWARE, ACCURACYBACKGROUND TECHNOLOGY, RELIABILITYOPEN SOURCE SOFTWARE, OR OTHERWISE. NO ORAL SERVICES OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY WAY INCREASE APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 11.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SCOPE OF THIS WARRANTYSERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSES.
Appears in 2 contracts
Warranties. SIMBA KRT warrants for a period that at the time of ninety (90) days from the date final inspection by the PROGRAM is delivered to you that Customer, the PROGRAM shall substantially Work will conform to SIMBA provided written specificationsthe specifications set forth on the WIS. In Any warranty given by KRT excludes any acts, omissions, conditions or events affecting or relating to the event Grass or the Work not caused by KRT, including but not limited to, improper maintenance, excess or insufficient watering, unsuitable soil conditions, the presence of toxic elements in the soil or water (including salt), the existence or use of pre-emergents or herbicides, abnormal weather conditions, and the acts or omissions of others. KRT shall have no liability for any deterioration in quantity or quality of the Grass after the Customer approves the Work in accordance with Section 11 of this Agreement. It will be the Customer’s responsibility to provide soil, water, and/or tissue analysis from any lab approved by KRT in its reasonable discretion, should any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this licenseKRT occur. EXCEPT AS FOR THE SPECIFIC WARRANTY SET FORTH ABOVEIN THIS SECTION, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBAKRT DOES NOT MAKE, AND ANY APPLICABLE LICENSORSEXPRESSLY DISCLAIMS, PROVIDES AND THE PROGRAM (INCLUDING, BUT NOT LIMITED TOCUSTOMER EXPRESSLY WAIVES, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED RELATING TO THE IMPLIED WORK OR THE GRASS INCLUDING WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACYOR WARRANTIES CONCERNING THE QUALITY, NON-INFRINGEMENTCOMPOSITION, OR CONDITION CHARACTERISTICS OF THE WORK OR THE GRASS, REGARDLESS OF WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR ALLEGEDLY ARISING FROM ANY USAGE OF TRADE OR FROM ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADEDEALING. XXXXX DOES THE CUSTOMER AGREES THAT IT IS NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE RELYING ON ANY REPRESENTATIONS REGARDING OR WARRANTIES OF KRT OTHER THAN AS EXRESSLY SET FORTH IN THIS AGREEMENT AND THAT NO OTHER REPRESENTATIONS AND WARRANTIES HAVE BEEN MADE BY KRT. THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE PROVISIONS OF THIS WARRANTYSECTION 12 SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
Appears in 2 contracts
Warranties. SIMBA warrants for a period If the HURME software product is found to be defective within 90 days of ninety (90) days from the date of delivery to the PROGRAM Licensee, HURME will provide suitable replacements at no charge to the Licensee, provided the Licensee can provide proof of purchase. HURME does not warrant that this product will operate with all other software products, or that it will satisfy your requirements. HURME’s entire liability to the Licensee will not extend beyond replacement of defective media or refund of the purchase price. You expressly acknowledge and agree that use of the Font Software is delivered to you that the PROGRAM shall substantially conform to SIMBA at your sole risk. The Font Software and related documentation are provided written specifications. In the event “AS IS” and, except as noted herein, is without warranty of any alleged breach of the above express warrantieskind and HURME and its affiliated companies (together, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90“HURME”) day warranty period. If such alleged breach is reported as required and substantiated by SIMBAhereby EXPRESSLY DISCLAIM ALL WARRANTIES, your exclusive remedies shall beEXPRESS AND IMPLIED, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX HURME DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN OPERATION OF THE PROGRAM FONT SOFTWARE WILL MEET YOUR REQUIREMENTSBE UNINTERRUPTED OR ERROR-FREE, OR THAT THE FONT SOFTWARE IS WITHOUT DEFECTS. THE FONT SOFTWARE IS NOT FAULT-TOLERANT AND IS NOT INTENDED AND WAS NOT DESIGNED OR MANUFACTURED FOR USE IN ANY CIRCUMSTANCES WHERE FAIL-SAFE OPERATION OF MAY BE REQUIRED. THE PROGRAM WILL FONT SOFTWARE MAY NOT BE ERROR FREE USED IN MANUFACTURING, NAVIGATION, AND CONTROL EQUIPMENT OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING OTHER CIRCUMSTANCES WHERE THE USE OR FAILURE OF THE RESULTS FONT SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, PROPERTY DAMAGE OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. UNDER NO CIRCUMSTANCES SHALL HURME BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS, SAVINGS OR BUSINESS INTERRUPTION AS A RESULT OF THE USE OF THE PROGRAM FONT SOFTWARE EVEN IF NOTIFIED IN TERMS ADVANCE OF ITS CORRECTNESSSUCH POSSIBILITY. HURME’s sole liability to you shall in no event exceed the refunding of the cost of the font software or replacement of the Font Software, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYeither at HURME’s sole discretion.
Appears in 2 contracts
Samples: License Agreement, E Publishing Agreement
Warranties. SIMBA NGAS warrants that all services shall be free from defects in workmanship for a period of ninety thirty (9030) days from after delivery of items identified on the date the PROGRAM is delivered face hereof to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty periodBuyer. If such alleged breach is reported as required and substantiated by SIMBAwithin 30 days of delivery NGAS receives notice from Buyer of defective workmanship with respect to a service, your exclusive remedies shall be, at SIMBANGAS’s sole option, for SIMBA obligation shall be either to promptly repair or replace re-perform the PROGRAM or any portion thereof necessary to remedy the breach service or to refund the fees actually received amount paid by SIMBA Buyer. NGAS shall have no other obligation or liability whatsoever with respect to any defective material(s) or service. Materials to be replaced or Items for this licensewhich services are to be re-performed shall be shipped by Buyer to NGAS’s plant in Redondo Beach, California or to such location as NGAS may designate. EXCEPT AS SET FORTH ABOVEBuyer will prepay freight and insurance of such shipment. Buyer shall provide returned items to NGAS in such a state that NGAS may inspect the item, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISKimmediately upon NGAS’s receipt thereof. SIMBANGAS will prepay all freight and insurance costs of the return shipment of the replaced or re-serviced items, AND as the case may be. Any item(s) re-serviced shall be warranted only for the remaining period of the original warranty THIS AGREEMENT DOES NOT GRANT ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, OTHER WARRANTY OR GUARANTEE OR MAKE ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KINDREPRESENTATIONS, EITHER EXPRESSEXPRESS OR IMPLIED, IMPLIED OR STATUORYINCLUDING WITHOUT LIMITATION, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE, ACCURACYWHETHER ARISING BY LAW, NON-INFRINGEMENTCUSTOM, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING CONDUCT OR USAGE OF TRADE. XXXXX DOES THE RIGHTS AND REMEDIES PROVIDED HEREIN ARE EXCLUSIVE AND IN LIEU OF ANY OTHER RIGHTS OR REMEDIES. THIS WARRANTY SHALL NOT WARRANT BE VALID IF THE ITEMS THAT ARE THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTSSUBJECT MATTER OF THIS AGREEMENT HAVE BEEN SUBJECTED TO ABUSE, MISUSE, ACCIDENT, ALTERATION, NEGLECT, UNAUTHORIZED REPAIR, OR THAT EXPOSURE TO CONDITIONS BEYOND THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYAPPLICABLE ENVIRONMENT.
Appears in 2 contracts
Samples: Repair and Calibration Services Agreement, Repair and Calibration Services Agreement
Warranties. SIMBA NGAS warrants that all services shall be free from defects in workmanship for a period of ninety thirty (9030) days from after delivery of items identified on the date the PROGRAM is delivered face hereof to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty periodBuyer. If such alleged breach is reported as required and substantiated by SIMBAwithin 30 days of delivery NGAS receives notice from Buyer of defective workmanship with respect to a service, your exclusive remedies shall be, at SIMBANGAS’s sole option, for SIMBA obligation shall be either to promptly repair or replace re-perform the PROGRAM or any portion thereof necessary to remedy the breach service or to refund the fees actually received amount paid by SIMBA Xxxxx. NGAS shall have no other obligation or liability whatsoever with respect to any defective material(s) or service. Materials to be replaced or Items for this licensewhich services are to be re-performed shall be shipped by Buyer to NGAS’s plant in Redondo Beach, California or to such location as NGAS may designate. EXCEPT AS SET FORTH ABOVEBuyer will prepay freight and insurance of such shipment. Buyer shall provide returned items to NGAS in such a state that NGAS may inspect the item, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISKimmediately upon NGAS’s receipt thereof. SIMBANGAS will prepay all freight and insurance costs of the return shipment of the replaced or re-serviced items, AND as the case may be. Any item(s) re-serviced shall be warranted only for the remaining period of the original warranty THIS AGREEMENT DOES NOT GRANT ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, OTHER WARRANTY OR GUARANTEE OR MAKE ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KINDREPRESENTATIONS, EITHER EXPRESSEXPRESS OR IMPLIED, IMPLIED OR STATUORYINCLUDING WITHOUT LIMITATION, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE, ACCURACYWHETHER ARISING BY LAW, NON-INFRINGEMENTCUSTOM, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING CONDUCT OR USAGE OF TRADE. XXXXX DOES THE RIGHTS AND REMEDIES PROVIDED HEREIN ARE EXCLUSIVE AND IN LIEU OF ANY OTHER RIGHTS OR REMEDIES. THIS WARRANTY SHALL NOT WARRANT BE VALID IF THE ITEMS THAT ARE THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTSSUBJECT MATTER OF THIS AGREEMENT HAVE BEEN SUBJECTED TO ABUSE, MISUSE, ACCIDENT, ALTERATION, NEGLECT, UNAUTHORIZED REPAIR, OR THAT EXPOSURE TO CONDITIONS BEYOND THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYAPPLICABLE ENVIRONMENT.
Appears in 2 contracts
Samples: Repair and Calibration Services Agreement, Repair and Calibration Services Agreement
Warranties. SIMBA Best Buy's sole obligation, and Client's exclusive remedy, for any defect or nonconformity in the Products shall be for Best Buy to cooperate with Client to provide it with the benefit, if any, of the warranty and support commitment of the third-party manufacturers and suppliers of the Product. Client expressly waives any claim against Best Buy for any failure of the Product. Client may independently seek to obtain directly from the manufacturers of the Product maintenance or repair of the Product under any warranty or guarantee provided by such manufacturer. Client acknowledges, unless Client obtains separate service agreements with such manufacturers and suppliers or other third party covering maintenance or repair of the Product at the Client's Location, that such manufacturers and suppliers may require Client to deliver defective Product to their authorized service centers for maintenance or repair. Best Buy does not warrant the merchandise in any way and the only warranties on the merchandise are those provided bythe manufacturer. Best Buy warrants its labor for a period of ninety thirty (9030) days from the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event of any alleged breach following completion of the above express warranties, you shall report the details Services. Disclaimers and Limitations of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this licenseLiability ANY WARRANTY ON ANY PRODUCT SOLD BY BEST BUY HEREUNDER IS PROVIDED BY THE MANUFACTURER OF THAT PRODUCT. EXCEPT AS SET FORTH ABOVEEXPRESSLY STATED HEREIN BEST BUY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT EXPRESS OR IMPLIED, TO THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBAFULLEST EXTENT PERMITTED BY LAW, AND ANY APPLICABLE LICENSORSWITH RESPECTTOTHE PRODUCTS ANDSERVICES WHICH ARE THESUBJECTOFTHESE TERMS, PROVIDES THE PROGRAM INCLUDING (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORTWITHOUT LIMITATION) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, PURPOSE AND NON-INFRINGEMENT. CLIENT EXPRESSLY AGREES THAT USE OF THE SERVICES IS ATCLIENT'S SOLE RISK. THESERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BEST BUYMAKES NO WARRANTY THATTHE SERVICE WILLMEETCUENT'S REQUIREMENTS, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES BEST BUY MAKE ANY WARRANTY ASTOTHE RESULTS THATMAY BE OBTAINED FROM THE PROGRAM USE OF THESERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE. CLIENT UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OFTHE SERVICE IS DONE ATCLIENT'S OWN DISCRETION AND RISK AND THATCLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TOCLIENT'S COMPUTER/SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BYCLIENT FROM BEST BUY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OFCERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY. CLIENT AGREES THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BEST BUY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ATTRIBUTABLE TO CLIENT'S USE OF THE BEST BUY FOR BUSINESS WEBSITE OR ANY PRODUCT OR SERVICE PURCHASED HEREUNDER. BEST BUY PROVIDES THE BEST BUY FOR BUSINESS WEBSITE AND ALL INFORMATION, CONTENT, AND OTHER MATERIAL MADE AVAILABLE THROUGH THE BEST BUY FOR BUSINESS WEBSITE ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE BEST BUY FOR BUSINESS WEBSITE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL ITWILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITYSECURE, OR OTHERWISEERROR FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYIt is Client's responsibility to back up the software and data that is stored on Client's computers hard disk drive(s) and/or on any other storage devices Client may have and Best Buy shall not be responsible at any time for any loss, alteration or corruption of any software, data or files. Best Buy shall not be liable in any way for damages arising from any part, equipment, peripheral, software or other product supplied to Client by Best Buy. Best Buy's maximum liability to Client arising from or related to the Products and/or Services shall be limited to the sums paid by Client to Best Buy for such Products and/or Services. No suit or action shall be brought against Best Buy more than one (1) year after the accrual of such cause of action. Best Buy will notbe responsible for delays in delivery of Product or delay or failure to perform Services due to circumstances beyond its reasonable control including, but not limited to, acts of God, military operation, catastrophic events directly related to terrorist activity, national emergency, fire, flood, Product unavailability, carrier delays, labor disruptions, or acts or laws of any government or agency. Any shipping dates or completion dates provided by Best Buy are estimates only. Best Buy will notbe responsible for delays in delivery of Product or delay or failure to perform Services due to circumstances beyond its reasonable control including, but not limited to, acts of God, military operation, catastrophic events directly related to terrorist activity, national emergency, fire, flood, Product unavailability, carrier delays, labor disruptions, or acts or laws of any government or agency. Any shipping dates or completion dates provided by Best Buy are estimates only.
Appears in 2 contracts
Samples: Tips Vendor Agreement, Tips Vendor Agreement
Warranties. SIMBA warrants For the avoidance of doubt the Third Party Products and Serviced are provided by or through NMS and not Bank; accordingly, Merchant acknowledges and agrees that Bank will have absolutely no liability for the performance or operation (or lack thereof) of any Third Party Products or Services. Additionally, Merchant acknowledges and agrees that NMS is only a period reseller of, or referral source, for Third Party Products and Services, and as such, NMS shall not in any way be liable for the performance or operation (or lack thereof) of ninety (90) days from Third Party Products and Services and neither NMS nor Bank makes any warranties, representations or covenants with respect thereto. Any and all warranties, representations or covenants regarding Third Party Products and Services, if any, are and will be governed by the date terms and conditions pursuant to which the PROGRAM is delivered Third Party Provider makes the applicable Third Party Products and Services available to you that the PROGRAM shall substantially conform to SIMBA provided written specificationsMerchant. In the event of that NMS resells any alleged breach of Third Party Products and Services to Merchant, it will pass through any warranties made available to NMS by the above express warrantiesapplicable Third Party Provider that such Third Party Provider permits to be passed through to Merchant. NEITHER NMS NOR BANK MAKES ANY WARRANTY, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORYSTATUTORY, WITH RESPECT TO THE THIRD PARTY PRODUCTS AND SERVICES AND EACH EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO THE WITHOUT LIMITATION, ANY IMPLIED WARRANTIES WARRANTY OF TITLE, AVAILABILITY, RELIABILITY, USEFULNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENTNONINFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING DEALING, USAGE OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THIRD PARTY PRODUCTS AND SERVICES ARE BEING PROVIDED “AS-IS” BY OR THROUGH NMS (TO THE EXTENT EVEN BEING PROVIDED THEREBY), AND NEITHER NMS NOR BANK WARRANTS THAT THE FUNCTIONS CONTAINED IN THE PROGRAM THEY WILL MEET YOUR REQUIREMENTSMERCHANT’S REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, AVAILABLE, SECURE OR ERROR FREE, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM ANY ERRORS WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
Appears in 2 contracts
Samples: Merchant Processing Agreement Terms and Conditions, Merchant Processing Agreement Terms and Conditions
Warranties. SIMBA Stefan Willerstorfer warrants the Font Software to be free from defects in materials and workmanship under normal use for a period of ninety twenty one (9021) days from the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specificationsof delivery as shown on your invoice. In the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required Stefan Willerstorfer’s entire liability and substantiated by SIMBA, your exclusive remedies remedy as to a defective Font Software shall be, at SIMBAStefan Willerstorfer’s sole option, for SIMBA either the refunding of the pur- chase price or the replacement of any such Font Software that is returned to promptly repair or Stefan Willerstorfer with a copy of the invoice. Ste- fan Willerstorfer shall have no responsibility to replace the PROGRAM Font Software or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA purchase price if failure results from ac- cident, abuse or misapplication, or if any product is lost or dam- aged due to theft, fire, or negligence. Any replacement Font Software will be warranted for this licensetwenty one (21) days. This war- ranty gives you specific legal rights. You may have other rights, which vary from state to state and jurisdiction to jurisdiction. EXCEPT AS SET FORTH EXPRESSLY PROVIDED ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM FONT SOFT- XXXX, IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "PROVIDED »AS IS", “WHERE IS” BASIS WITHOUT «. STEFAN WILLERSTORFER DOES NOT MAKE ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED EXPRESSED OR STATUORYIMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PAR- TICULAR PURPOSE. The entire risk as to the quality and performance of the Font Software rests upon you. Stefan Willerstorfer does not warrant that the functions contained in the Font Software will meet your requirements or that the operation of the Font Software will be uninterrupted or error free. STEFAN WILLERSTORFER SHALL NOT BE LIABLE FOR ANY DIRECT, ACCURACYINDIRECT, NON-INFRINGEMENTCONSEQUENTIAL, OR CONDITION INCIDENTAL DAMAG- ES (INCLUDING DAMAGES FROM LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OUT OF THE USE OF OR INABILITY TO USE THE PROGRAM IN TERMS FONT SOFTWARE EVEN IF STEFAN WILLERSTORFER HAS BEEN ADVISED OF ITS CORRECTNESSTHE POSSIBILITY OF SUCH DAMAGES. Because some states or other jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYthe above limitation may not apply to you.
Appears in 2 contracts
Samples: End User License Agreement, Webfont License Agreement
Warranties. SIMBA Contractor expressly warrants that all Goods and Services furnished pursuant to this Order shall be (i) provided in strict accordance with all specifications, drawings, designs or other requirements approved or adopted by Xxxxxxx, (ii) free from defects in design, materials and workmanship, and (iii) fit for the uses and purposes specified in this Order by Xxxxxxx. Contractor further warrants that all Services will be performed in an orderly and professional manner and in accordance with established professional business standards and ethics applicable to the Services and in conformity with each and every term of this Order. The foregoing warranties shall apply for a period of ninety (90) days 12 months from the date of Contractor’s delivery of all Goods to the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event of any alleged breach Delivery Point or performance of the above express warranties, you shall report Services (the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period“Warranty Period”). If such alleged breach is reported as required and substantiated by SIMBAany of the Goods and/or Services are found to be defective or otherwise not in conformity with the warranties in this Section 9 during the Warranty Period, your exclusive remedies shall bethen Xxxxxxx, at SIMBAits options and sole discretion and at Contractor’s sole optionexpense, for SIMBA to promptly may (a) require that Contractor repair or replace replace/re-preform any nonconforming Goods and/or Services within a reasonable time; (b) take such actions as may be required to cure all defects and/or bring the PROGRAM Goods and/or Services into conformity with all requirements of this Order, in which case all related costs and expenses shall be for Contractor’s account and Xxxxxxx may set-off such costs against any payment obligations it has to Contractor; and/or (c) reject and return all or any portion thereof necessary to remedy of such Goods and/or Services. Contractor shall promptly reimburse Xxxxxxx for any and all damages and repair costs resulting from, or due to, any deficiencies in the breach Goods and/or Services supplied by Contractor. Any repaired Goods or to refund re-performed Services shall carry warranties of the fees actually received by SIMBA for this licensesame terms as set forth above, with the warranty period being the remainder of the original unexpired warranty. EXCEPT AS SET FORTH ABOVEReplaced Goods shall carry warranties of the same terms as set forth above, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYwith the warranty period being 12 months after such replacement.
Appears in 2 contracts
Warranties. SIMBA warrants for a period of ninety WE ARE NOT A SELLER, SUPPLIER OR MANUFACTURER (90) days from the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specificationsAS SUCH TERMS ARE DEFINED OR USED IN THE UCC), OR DEALER, NOR A SELLER’S OR DEALER’S AGENT. In the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT THE EQUIPMENT IS LEASED HEREUNDER “AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBAIS”, AND ANY APPLICABLE LICENSORSWE HAVE NOT MADE, PROVIDES THE PROGRAM (INCLUDINGAND HEREBY DISCLAIM LIABILITY FOR, BUT NOT LIMITED AND YOU HEREBY WAIVE ALL RIGHTS AGAINST US RELATING TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS"ALL WARRANTIES, “WHERE IS” BASIS WITHOUT ANY WARRANTY REPRESENTATIONS OR OTHER OBLIGATIONS OF ANY KINDKIND WITH RESPECT TO THE EQUIPMENT, EITHER EXPRESSEXPRESS OR IMPLIED, IMPLIED ARISING BY APPLICABLE LAW OR STATUORYOTHERWISE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, INCLUDING (i) MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, (ii) COURSE OF DEALING OR USAGE OF TRADEOR TRADE OR (iii) COMPLIANCE WITH APPLICABLE LAW, TITLE OR FREEDOM FROM LIENS (OTHER THAN LIENS CREATED BY US), TRADEMARK, PATENT OR COPYRIGHT INFRINGEMENT, AND LATENT DEFECTS (WHETHER OR NOT DISCOVERABLE); it being agreed that all such risks, are to be borne by You; and Our agreement to enter into this Agreement is in reliance upon the freedom from and complete negation of liability or responsibility for the matters waived and disclaimed herein. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTSYou hereby waive any claim against Us for any indirect, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTEDincidental or consequential damages to or losses resulting from any matter whatsoever. So long as no Event of Default has occurred and is continuing, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTEDWe will not disturb Your quiet and peaceful possession, and use of the Equipment. FURTHERMOREIn addition, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESSso long as no Event of Default has occurred and is continuing, ACCURACYWe hereby transfer to You any warranties made to Us by the manufacturer, RELIABILITYvendor or supplier, OR OTHERWISEwith respect to the Equipment, during the term of Your Summary Schedule and We shall take all actions and execute all documents reasonably requested by You to effect such transfer and to confer upon You all benefits of such warranties. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYWe are not responsible for any liability, claim, loss, damage or expense of any kind (including strict liability in tort) caused by the Equipment except for any loss or damage caused by Our willful misconduct or grossly negligent acts. In no event are We responsible for special, incidental or consequential damages.
Appears in 2 contracts
Samples: Master Lease Agreement, Master Lease Agreement (Amyris Biotechnologies Inc)
Warranties. SIMBA Seller warrants for a period of ninety (90) days from the date the PROGRAM is delivered to you that the PROGRAM its products shall substantially conform to SIMBA the description of such products as provided written specificationsto Buyer by Seller through Seller's catalog, analytical data or other literature. In THIS WARRANTY IS EXCLUSIVE, AND SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Seller's warranties made in connection with this sale shall not be effective if Seller has determined, in its sole discretion, that Buyer has misused the event products in any manner, has failed to use the products in accordance with industry standards and practices, or has failed to use the products in accordance with instructions, if any, furnished by Seller.Seller's sole and exclusive liability and Buyer's exclusive remedy with respect to products proved to Seller's satisfaction to be defective or nonconforming shall be replacement of any alleged breach such products without charge or refund of the above express warrantiespurchase price, you shall report in Seller's sole discretion, upon the details return of such alleged breach products in writing to SIMBA within the specified ninety (90) day warranty periodaccordance with Seller's instructions. If such alleged breach is reported as required and substantiated by SIMBASELLER SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBAPRODUCTS, AND ANY APPLICABLE LICENSORS, PROVIDES EVEN IF SELLER HAS BEEN ADVISED OF THE PROGRAM (POSSIBILITY OF SUCH DAMAGE INCLUDING, BUT NOT LIMITED TOWITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF BUYER OR OTHER USE OR ANY DOCUMENTATION AND SUPPORT) LIABILITY OF BUYER TO A THIRD PARTY ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY ACCOUNT OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENTSUCH LOSS, OR CONDITION ARISING FROM COURSE OF PERFORMANCEFOR ANY LABOR OR ANY OTHER EXPENSE, COURSE OF DEALING DAMAGE OR USAGE OF TRADELOSS OCCASIONED BY SUCH PRODUCT INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY SELLER'S GROSS NEGLIGENCE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTSAll claims must be brought within one (1) year of shipment, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYregardless of their nature.
Appears in 2 contracts
Samples: www.sigmaaldrich.com, www.sigmaaldrich.com
Warranties. SIMBA 5.1 Ortho warrants for that any Products to be supplied to WFH hereunder will, upon shipment, comply in all respects with the Specifications and the specifications referred to in the Federal Food Drug and Cosmetic Act, and regulations issued pursuant to that Act, including but not limited to, regulations concerning current good manufacturing practices and the Quality System Regulations (as defined by the FDA)(the "QSR's"). The foregoing warranty shall not apply to any Products that after delivery to WFH (i) has been tampered with or otherwise altered; (ii) has been subjected to misuse, negligence or accident; or (iii) has been stored, handled or used in a period manner contrary to FDA or other governmental requirements or Ortho's written instructions or applicable industry practices or standards. Subject to the first sentence of ninety (90) days from the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA this Section 5.1 and except as otherwise expressly provided written specifications. In the event of any alleged breach of the above express warrantiesherein, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY ORTHO MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESSEXPRESS OR IMPLIED, IMPLIED INCLUDING WITHOUT LIMITATION ANY WARRANTY AS TO MERCHANTABILITY OR STATUORY, INCLUDING, BUT NOT LIMITED FITNESS FOR ANY PARTICULAR PURPOSE OR ANY OTHER MATTER WITH RESPECT TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY PRODUCT WHETHER USED ALONE OR IN COMBINATION WITH ANY WAY INCREASE THE SCOPE OF THIS WARRANTYOTHER MATERIAL. Ortho agrees to bear the direct, incremental out-of-pocket costs reasonably incurred by WFH due to the recall of any Product or seizure of any Product by appropriate governmental authorities as a result of a wrongful act or omission by Ortho, including without limitation negligence in manufacture or failure to comply with applicable regulations concerning good manufacturing practices and the QSR's. Ortho further represents and warrants that to the best of its knowledge, (x) the Trademark and the Product do not infringe any patent, trademark, service mark, xxade name, copyright, trade secret or other proprietary rights (collectively, Intellectual Property") of third parties in the Territory, and (y) it is the holder of all Intellectual Property necessary to perform its obligations hereunder. Ortho further agrees to notify WFH within twenty-four hours of receipt of notice from any source of any and all adverse reactions reported to Ortho and which were alleged to have been caused by any Product or similar products, or any other issues related to the design, materials, or workmanship of the Product or similar products reported to Ortho.
Appears in 2 contracts
Samples: Distribution Agreement (Women First Healthcare Inc), Distribution Agreement (Women First Healthcare Inc)
Warranties. SIMBA warrants for (a) Lessee acknowledges that Lessor is not the manufacturer of the Property nor the manufacturer’s agent nor a period dealer therein. The Property is of ninety (90) days from a size, design, capacity, description and manufacture selected by the date the PROGRAM Lessee. Lessee is delivered to you satisfied that the PROGRAM shall substantially conform to SIMBA provided written specificationsProperty is suitable and fit for its purposes. In the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE LESSEE AGREES THAT LESSOR HAS NOT MADE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT DOES NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT MAKE ANY WARRANTY OF ANY KINDOR REPRESENTATION WHATSOEVER, EITHER EXPRESSEXPRESS OR IMPLIED, IMPLIED OR STATUORYAS TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO WITHOUT LIMITATION, ANY WARRANTY OR REPRESENTATION AS TO: (i) THE IMPLIED WARRANTIES DESCRIPTION, CONDITION, DESIGN, QUALITY OR PERFORMANCE OF MERCHANTABILITY, THE PROPERTY OR QUALITY OR CAPACITY OF MATERIALS OR WORKMANSHIP IN THE PROPERTY; (ii) ITS MERCHANTABILITY OR FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, PURPOSE WHETHER OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION DISCLOSED TO LESSOR; AND (iii) DELIVERY OF THE PROGRAM WILL BE ERROR PROPERTY FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE OF THE RIGHTFUL CLAIM OF ANY REPRESENTATIONS REGARDING THE USE PERSON BY WAY OF INFRINGEMENT OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESSLIKE. LESSOR EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES. If the Software is not properly installed, ACCURACYdoes not function as represented or warranted by original licensor, RELIABILITYor is unsatisfactory for any reason, OR OTHERWISELessee shall make any claim on account thereof solely against original licensor and shall nevertheless pay all sums payable under the Lease, Lessee hereby waiving the right to make any such claims, against Lessor. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYLessor shall not be liable to Lessee for any loss, damage or expense of any kind or nature caused, directly or indirectly, by the Property or the use, possession or maintenance thereof, or the repair, service or adjustment thereof, or by any delay or failure to provide any such maintenance, repair, service or adjustment, or by any interruption of service or loss of use thereof (including without limitation, Lessee’s use of or right to use any Software) or for any loss of business howsoever caused.
Appears in 2 contracts
Samples: Master Lease Agreement (Southwall Technologies Inc /De/), Master Lease Agreement (Southwall Technologies Inc /De/)
Warranties. SIMBA University warrants for a period that to the best of ninety (90) days from its actual knowledge as of the date of execution of this Agreement it has the PROGRAM is delivered right to you that grant the PROGRAM shall substantially conform licenses to SIMBA provided written specificationsthe Licensed Intellectual Property contained in this Agreement. In the event Disclaimer of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty periodall Other Warranties UNIVERSITY GRANTS THE RIGHTS IN THIS AGREEMENT AS IS AND WITH ALL FAULTS. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE UNIVERSITY MAKES NO REPRESENTATIONS AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED CONCERNING THE LICENSED INTELLECTUAL PROPERTY RIGHTS OR THE LICENSED SOFTWARE. UNIVERSITY EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF PURPOSE AND NON-INFRINGEMENT CONCERNING THE LICENSED INTELLECTUAL PROPERTY RIGHTS OR THE LICENSED SOFTWARE . UNIVERSITY FURTHER EXPRESSLY DISCLAIMS ANY WARRANTIES CONCERNING AND MAKES NO REPRESENTATIONS: that a Licensed Patent Application will be allowed or granted or that a patent will issue from a Licensed Patent Application; that a Licensed Copyright will be registered; concerning the validity, enforceability, interpretation of claims or scope of a Licensed Intellectual Property Right; that the exercise of the rights or licenses granted to Licensee or a Sublicensee under this Agreement do or will not infringe or violate a third party’s intellectual property rights; or that the exploitation of Licensed Intellectual Property Rights will be successful. ALL LICENSED INTELLECTUAL PROPERTY RIGHTS ARE PROVIDED "AS IS" AND UNIVERSITY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED IMPLIED, STATUTORY OR STATUORYOTHER, INCLUDING, BUT NOT LIMITED TO THE AND UNIVERSITY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE AND NON-INFRINGEMENT, OR CONDITION AND ALL WARRANTIES ARISING FROM COURSE OF PERFORMANCEDEALING, COURSE USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, UNIVERSITY MAKES NO WARRANTY OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT ANY KIND THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTSLICENSED INTELLECTUAL PROPERTY RIGHTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE ANY PRODUCTS OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESSTHEREOF, ACCURACYWILL MEET LICENSEE'S OR ANY OTHER PERSON'S REQUIREMENTS, RELIABILITYOPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR OTHERWISEBE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR-FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.LIMITATION ON TYPE AND AMOUNT DAMAGES Limitation on Type of Damages University is not liable for any special, reliance, expectancy, consequential, lost profits, loss of business opportunity, expectation, punitive or other indirect damages in connection with any claim arising out of or related to this Agreement. Limitation on Amount of Damages. In no event shall University’s liability to Licensee exceed the payments made to University by Licensee during the 6 months prior to the event that gave rise to the claim. MISCELLANEOUS Choice of Law and Jurisdiction
Appears in 2 contracts
Samples: Software License Agreement, Software License Agreement
Warranties. SIMBA Noble warrants that, for a period of ninety thirty (9030) days from following Client acceptance of the date Licensed Software furnished under this Agreement or the PROGRAM is delivered deliverables provided pursuant to you that a Work Order hereunder (the PROGRAM shall "Warranty Period"), the Licensed Software, exclusive of Third Party Materials, will substantially conform to SIMBA provided written specificationsthe accepted level of performance as set forth in Section 5.2(a) ("Warranty"). To the extent that Client notifies Noble in writing during the applicable Warranty Period of any material non‐conformity of the Licensed Software or deliverables with such acceptance level, and provides Noble with (a) Client's estimation of the severity of such non‐ conformity and (b) such printouts, typescripts, documentation and other details of such non‐conformity as Noble shall request, Xxxxx'x sole obligations to use reasonable commercial measures to remedy or provide a work‐around for such defect. In determining the timing of its response, Noble shall be entitled to take into account the severity of the defect. In the event that Noble determines that the Licensed Software is not defective in such respect, Client shall reimburse Noble for its services at Noble's then current consulting rate for such services. To the extent its agreement with a supplier of Third Party Materials permits, Noble shall pass through to Client any performance warranty relative to such Third Party Materials; provided, however, that Noble makes no additional or supplemental warranty with respect thereto. Noble warrants that it has, and on the date of acceptance of the Licensed Software will have, the full right and authority to grant this license and that neither this license nor performance under this Agreement does or shall conflict with any other agreement or obligation to which Noble is a party or by which it is bound. Noble warrants that its technical and consulting services will be of a professional quality conforming to generally accepted industry standards and practices. During the thirty (30) day period following completion of any alleged such services, Noble shall, upon receipt of written notice from Client describing a breach of the above express warrantiesforegoing Warranty in such reasonable detail as is requested by Xxxxx, you perform the services described in such written notice so as to conform to generally‐accepted industry standards and practices. These warranties do not cover defects or nonperformance due to causes and products external to the Licensed Software, and are not valid with respect to such defects or nonperformance. If the Licensed Software is not in substantial compliance with the warranties contained in this Agreement at the end of the Warranty Period, Noble shall report extend the details Warranty Period until the Licensed Software is brought into such compliance. If any modification is made to the Licensed Software by Client without Noble's approval, this Warranty shall immediately be terminated with respect to such modified software. Correction for difficulties or defects traceable to Client's unauthorized modifications or unauthorized systems changes shall be billed to Client at Noble's standard time and material charges. Xxxxx makes no warranties with regard to Third Party Materials. Along with the transfer of title, Xxxxx agrees to transfer and assign to Client all of Noble's rights and interests in and with respect to all purchase agreements for Third Party Materials being supplied under this Agreement between Noble and other manufacturers and distributors, subject to any limitations set forth in such agreements relating to such transfers. Upon request by Client, all purchase agreements will be submitted to Client for prior approval. Xxxxx will execute any documents or instruments reasonably necessary to effect the transfer and assignment of Xxxxx'x rights and interests thereunder. Noble makes no representation as to the effectiveness, adequacy or enforceability of such alleged breach in writing transferred rights. Except as otherwise specifically provided by this Agreement, Xxxxx'x sole liability for any damages relating to SIMBA within the specified ninety (90a) day warranty periodperformance of the Licensed Software and sufficiency of the services hereunder or (b) matters covered by this Warranty, shall be limited to the provisions of this Section 9 regardless of whether any liability is based on contract or other theory. If such alleged breach is reported as required and substantiated by SIMBATHE WARRANTIES IN THIS SECTION 9 ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY NOBLE. XXXXX MAKES AND CLIENT RECEIVES NO ADDITIONAL WARRANTY, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED IMPLIED, OR STATUORYSTATUTORY, INCLUDING, INCLUDING BUT NOT LIMITED TO THE IMPLIED ALL WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL AGENT, CONTRACTOR OR WRITTEN INFORMATION EMPLOYEE OF NOBLE, EXCEPT XXXXX'X DULY AUTHORIZED REPRESENTATIVE, IS AUTHORIZED TO ALTER OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A EXCEED THE WARRANTY OR IN ANY WAY INCREASE THE SCOPE OBLIGATIONS OF THIS WARRANTYNOBLE AS SET FORTH HEREIN.
Appears in 2 contracts
Samples: Software Hosting Agreement, S Agreement
Warranties. SIMBA Seller warrants that all Goods provided will be new and will not be used or refurbished. Seller warrants that all Goods delivered shall be free from defects in materials, design and workmanship and shall conform to all applicable specifications for a period of ninety fifteen (9015) days months from the date of delivery to Cricut or for the PROGRAM period provided in Seller’s standard warranty covering the Goods, whichever is delivered longer. Furthermore, the Products will be free from defects and materials which could create a hazard to you life or property; the Products will conform in all respects with all applicable international, federal, state, agency, and local laws, orders, and regulations, including, without limitation, those regarding: (a) safety, (b) content, (c) flammability, (d) weights, measures, and sizes, (e) processing, manufacturing, labeling, advertising, selling, shipping, and invoicing, (f) registration and declaration of responsibility, (h) occupational safety and health, and (g) noise, radio and electromagnetic emissions. If requested by Cricut in the Purchase Order, Seller hereby agrees that it will make spare parts available to Cricut for a period of five (5) years from the PROGRAM date of shipment at Sellers then current price. Additionally, Goods purchased shall substantially conform be subject to SIMBA provided all written specificationsexpress warranties made by Seller’s agents. In All warranties shall be construed as conditions as well as warranties and shall not be exclusive. Seller shall furnish to Cricut Seller’s standard warranty and service guaranty applicable to the event Goods. All warranties and Service guaranties shall run both to Cricut and to its customers. If Cricut identifies a warranty problem with the Goods during the warranty period, Cricut will promptly notify Seller of any alleged breach such problems and will return the Goods to Seller, at Seller’s expense. Within five (5) business days of receipt of the above express warrantiesreturned Goods, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall beSeller shall, at SIMBACricut’s sole option, for SIMBA to promptly either repair or replace such Goods, or credit Cricut’s account for the PROGRAM same. Replacement and repaired Goods shall be warranted for the remainder of the warranty period or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVEsix (6) months, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYwhichever is longer.
Appears in 2 contracts
Samples: Supply Agreement (Cricut, Inc.), Supply Agreement (Cricut, Inc.)
Warranties. SIMBA warrants for a period of ninety HURME DESIGN will, at its sole discretion, either replace the Font Software or refund the Licensing fee in the event the Font Software does not perform substantially in accordance with the Documentation provided that any such claim is submitted within thirty (9030) days from of purchase of this License. To submit a claim, you must return the date Font Software to HURME DESIGN or place of purchase together with a copy of your Order Receipt and certify that no copies remain in your possession or control. You expressly acknowledge and agree that use of the PROGRAM Font Software is delivered to you that the PROGRAM shall substantially conform to SIMBA at your sole risk. The Font Software and related documentation are provided written specifications. In the event “AS IS” and, except as noted herein, is without warranty of any alleged breach of the above express warrantieskind and HRUME DESIGN hereby EXPRESSLY DISCLAIM ALL WARRANTIES, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBAEXPRESS AND IMPLIED, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX HURME DESIGN DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN OPERATION OF THE PROGRAM FONT SOFTWARE WILL MEET YOUR REQUIREMENTSBE UNINTERRUPTED OR ERROR-FREE, OR THAT THE FONT SOFTWARE IS WITHOUT DEFECTS. THE FONT SOFTWARE IS NOT FAULT-TOLERANT AND IS NOT INTENDED AND WAS NOT DESIGNED OR MANUFACTURED FOR USE IN ANY CIRCUMSTANCES WHERE FAIL- SAFE OPERATION OF MAY BE REQUIRED. THE PROGRAM WILL FONT SOFTWARE MAY NOT BE ERROR FREE USED IN MANUFACTURING, NAVIGATION, AND CONTROL EQUIPMENT OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING OTHER CIRCUMSTANCES WHERE THE USE OR FAILURE OF THE RESULTS FONT SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, PROPERTY DAMAGE OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. UNDER NO CIRCUMSTANCES SHALL HURME DESIGN BE LIABLE TO YOU OR ANY OTHER PARTY, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS, SAVINGS OR BUSINESS INTERRUPTION AS A RESULT OF THE USE OF THE PROGRAM FONT SOFTWARE EVEN IF NOTIFIED IN TERMS ADVANCE OF ITS CORRECTNESSSUCH POSSIBILITY. HURME DESIGN’s liability to you shall in no event exceed the refunding of the cost of the Licensing fee or replacement of the Font Software, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYeither at HURME DESIGN’s sole discretion.
Appears in 2 contracts
Samples: User License Agreement, User License Agreement
Warranties. SIMBA warrants You expressly acknowledge and agree that use of the Font Software is at Your sole risk. Except as may be otherwise provided for a period of ninety (90) days from herein, the date the PROGRAM Font Software and related documentation is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event “AS IS” and without warranty of any alleged breach of the above express warrantieskind and LETTERMIN MAKES NO WARRANTIES, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBAEXPRESS OR IMPLIED, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADEOTHERWISE. XXXXX LETTERMIN DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN OPERATION OF THE PROGRAM FONT SOFTWARE WILL MEET YOUR REQUIREMENTSBE UNINTERRUPTED OR ERROR-FREE, OR THAT THE OPERATION FONT SOFTWARE IS WITHOUT DEFECTS. THE FONT SOFTWARE IS NOT INTENDED AND WAS NOT DESIGNED OR MANUFACTURED FOR USE IN ANY CIRCUMSTANCES WHERE THE FAILURE OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTEDFONT SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR THAT DEFECTS SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. LETTERMIN WILL IN PROGRAM WILL NO EVENT BE CORRECTED. FURTHERMORELIABLE TO THE LICENSED USER OR ANY OTHER THIRD PARTY FOR ANY DIRECT, XXXXX DOES NOT WARRANT INDIRECT, CONSEQUENTIAL, OR MAKE ANY REPRESENTATIONS REGARDING INCIDENTAL DAMAGES, INCLUDING DAMAGES FROM LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF BUSINESS INFORMATION, ARISING OUT OF THE USE OR INABILITY TO USE THE RESULTS PRODUCT, EVEN IF LETTERMIN HAS BEEN ADVISED OF THE USE POSSIBILITY OF THE PROGRAM IN TERMS OF ITS CORRECTNESSSUCH DAMAGES. Under no circumstances will Lettermin’s liability exceed the cost of substitution or the replacement of the Font Software, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYthe choice between which is at the sole discretion of Lettermin.
Appears in 2 contracts
Samples: Font License Agreement, License Agreement
Warranties. SIMBA COMPANY warrants that the Products sold to DISTRIBUTOR shall be (1) free from any defects in material, design, workmanship, manufacture, treatment, packing, instruction manuals, labeling, warning or otherwise until the use before date (“UBD”) for a period of ninety sterile Products, (902) days from substantially in conformance with the written specifications maintained by COMPANY at the date of delivery of such Products, and (3) in compliance at all times with the PROGRAM is requirements of and regulations adopted pursuant to the U.S. Federal Food, Drug and Cosmetic Act and applicable Japanese law. COMPANY further warrants that it will convey good title to all Products delivered to you that DISTRIBUTOR free from any security interest, liens or other encumbrance. COMPANY will provide, when requested by DISTRIBUTOR, certification that, to the PROGRAM best of its knowledge, it is in compliance with U.S. and applicable Japanese laws, statutes, rules, and regulations and relevant orders relating to the manufacture, use, distribution and sale of the Products. COMPANY’S SOLE OBLIGATION UNDER THE FOREGOING WARRANTY SHALL BE, AT COMPANY’S SOLE ELECTION, TO EITHER REPLACE THE RELEVANT PRODUCT OR REFUND DISTRIBUTOR’S FULLY-LANDED PURCHASE PRICE FOR SUCH PRODUCT. Such obligation shall substantially conform be subject to SIMBA provided written specificationsCOMPANY being granted the reasonable opportunity to inspect, at COMPANY’s expense, the defective Product at the location of its use or storage and, upon request in accordance with COMPANY’s instruction, return of the Product to COMPANY at COMPANY’s cost. In the event Any such replacement of Products may be made by substitution of any alleged breach similar Product meeting substantially identical quality specifications and payment by the COMPANY of all freight, handling and duty charges or taxes incident to the delivery of such replacement Products. Upon request by COMPANY, in accordance with COMPANY’S instruction, DISTRIBUTOR shall return the Product to COMPANY at COMPANY’s cost; provided, however, that IN THE EVENT THAT THE RETURN OF A PRODUCT POSES A HEALTH RISK, DUE TO THE POSSIBILITY THAT SUCH PRODUCT HAS BEEN EXPOSED TO AN INFECTIOUS DISEASE OR OTHERWISE, COMPANY, DISTRIBUTOR AND THE END-USER SHALL DETERMINE A MUTUALLY SATISFACTORY METHOD FOR COMPANY TO INSPECT OR OTHERWISE OBTAIN ADDITIONAL INFORMATION ABOUT THE PRODUCT IN ORDER FOR COMPANY TO DETERMINE ITS OBLIGATION UNDER THE FOREGOING WARRANTY. NOTWITHSTANDING THE FOREGOING, COMPANY MAKES NO WARRANTY, NOR SHALL IT HAVE ANY OTHER OBLIGATION TO DISTRIBUTOR WITH RESPECT TO ANY PRODUCT SOLD HEREUNDER, TO THE EXTENT THAT, PRIOR TO USE, SUCH PRODUCT HAS EXCEEDED ITS UBD ACCORDING TO THE PRODUCT’S LABEL OR HAS NOT BEEN USED, HANDLED OR STORED IN ACCORDANCE WITH COMPANY GUIDELINES AS COMMUNICATED BY COMPANY TO DISTRIBUTOR. Without limiting the generality of the above express warrantiesforegoing, you and except as provided in Section 12.1, DISTRIBUTOR shall report the details not purport to give, or assume on behalf of COMPANY, any other or different guarantee, warranty, obligation or liability whatsoever, including without limitation liability for loss or damage to person or property resulting from default or defect in design, workmanship or material or goods of any kind, other than stipulated in such alleged breach warranties as COMPANY may specify from time to time. Furthermore, DISTRIBUTOR shall only give such warranties as specified in writing this Section 10.1 or as specified by COMPANY from time to SIMBA within the specified ninety (90) day warranty periodtime on [*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYOMITTED PORTIONS.
Appears in 2 contracts
Samples: Distribution Agreement (Cardica Inc), Distribution Agreement (Cardica Inc)
Warranties. SIMBA The limited warranties for Contractor-branded hardware shall be as stated in the documentation provided with the hardware. If there is no such documentation, then the warranties shall be as stated at xxxx.xxx/xxxxxxxxxxxxx. Contractor warrants that Hardware Services shall be performed in a good and workmanlike manner. OETC’s exclusive remedy and Contractor’s sole obligation for a period of ninety (90) days from the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event any breach of any alleged breach of Hardware Services warranty shall be for Contractor to re-perform the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this licensenon-conforming Hardware Services. EXCEPT AS SET FORTH ABOVEEXPRESSLY STATED BY CONTRACTOR IN THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE ANY APPLICABLE SOW, AMENDMENT OR EXHIBIT HERETO, ANY DELL WEBSITE OR DELIVERED WITH ANY PRODUCT, AND AGREE THAT TO THE USE MAXIMUM EXTENT PERMITTED BY LAW, CONTRACTOR (INCLUDING CONTRACTOR AFFILIATES, CONTRACTORS, AND AGENTS, AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AND OFFICERS), ON BEHALF OF ITSELF AND ITS SUPPLIERS AND LICENSORS MAKES NO EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO ANY OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBAPRODUCTS OR SERVICES, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES ANY WARRANTY (a) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACYPERFORMANCE, SUITABILITY, OR NON-INFRINGEMENT; (b) FOR ANY THIRD-PARTY PRODUCTS OR SERVICES; (c) FOR THE PERFORMANCE OF OR RESULTS TO BE OBTAINED FROM ANY PRODUCTS OR SERVICES; OR (d) THAT THE PRODUCTS OR SERVICES WILL OPERATE OR BE PROVIDED WITHOUT INTERRUPTION OR ERROR. PRODUCTS AND SERVICES ARE NOT FAULT-TOLERANT AND ARE NOT DESIGNED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS, REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS ANY APPLICATION IN WHICH THE FAILURE OF THE PRODUCTS OR SERVICES COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR CONDITION ARISING FROM COURSE OF PERFORMANCESEVERE PHYSICAL OR PROPERTY DAMAGE (COLLECTIVELY, COURSE OF DEALING “HIGH-RISK ACTIVITIES”). WARRANTIES DO NOT COVER DAMAGE DUE TO EXTERNAL CAUSES, SUCH AS ACCIDENT, ABUSE, MISUSE, PROBLEMS WITH ELECTRICAL POWER, SERVICES NOT PERFORMED OR AUTHORIZED BY CONTRACTOR (INCLUDING INSTALLATION OR DE- INSTALLATION), USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT IN ACCORDANCE WITH THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTSDOCUMENTATION, NORMAL WEAR AND TEAR, OR THAT USE OF PARTS AND COMPONENTS NOT SUPPLIED OR INTENDED FOR USE WITH THE OPERATION OF PRODUCTS OR HARDWARE SERVICES. ANY WARRANTY ON A THIRD-PARTY PRODUCT IS PROVIDED BY THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTEDPUBLISHER, PROVIDER, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTEDORIGINAL MANUFACTURER. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN ALL THIRD-PARTY PRODUCTS ARE PROVIDED BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYCONTRACTOR “AS IS.”
Appears in 2 contracts
Samples: Price Agreement, Price Agreement
Warranties. SIMBA Warranty. The Company represents and warrants for that: ● it will provide the Services in a period of ninety (90) days from the date the PROGRAM is delivered to you professional manner consistent with general industry standards and that the PROGRAM SaaS Services will perform substantially in accordance with the documentation; ● neither the professional services nor the SaaS services shall substantially conform infringe upon any U.S. Patent, copyright, or trade secret; ● company is the owner of or licensee of all rights necessary and appropriate to SIMBA provided written specificationsperform the Services and grant the rights hereunder to the Platform and other Deliverables; ● company has the power and authority to enter into this Agreement; ● the Services will be performed in a timely, professional, and workmanlike manner in accordance with industry standards and with a degree of care, skill, and expertise as is required for the provision of services of a similar nature; ● ompany shall comply with all applicable laws and regulations including without limitation those applicable to data security and privacy in providing the Services and any agreements with any third party as a result of performing its obligations under this Agreement. In ● there are neither pending nor threatened, nor to the best of Company’s knowledge, contemplated, any suits, proceedings, actions, or claims which would materially affect or limit the rights granted to Customer under this Agreement. ● company shall make all Services available in accordance with the Service Levels in Exhibit B. ● company shall maintain a business continuity and disaster recovery plan for any Services and implement such plan in the event of any alleged breach unplanned interruption of the above express warrantiesServices. THE COMPANY DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED OR THAT COMPANY WILL CORRECT ALL SERVICES ERRORS. THE CUSTOMER ACKNOWLEDGES THAT THE COMPANY DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBAINCLUDING THE INTERNET, your exclusive remedies shall beAND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, at SIMBA’s sole optionDELAYS, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. THIS SECTION SETS FORTH THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES EXCLUSIVE WARRANTY GIVEN BY THE PROGRAM COMPANY (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORTEXPRESS OR IMPLIED) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED WITH RESPECT TO THE IMPLIED WARRANTIES SUBJECT MATTER OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, THIS AGREEMENT. NEITHER COMPANY NOR ANY OF ITS LICENSORS OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OTHER SUPPLIERS WARRANT OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR GUARANTEE THAT THE OPERATION OF THE PROGRAM SUBSCRIPTION SERVICE WILL BE ERROR FREE OR UNINTERRUPTED, VIRUS-FREE, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMOREERROR-FREE, XXXXX DOES NOT WARRANT NOR SHALL THE COMPANY OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESSSERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, ACCURACY, RELIABILITYTHEFT, OR OTHERWISE. NO ORAL DESTRUCTION OF CUSTOMER’S OR WRITTEN INFORMATION ANY USER’S DATA, FILES, OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYPROGRAMS.
Appears in 1 contract
Samples: Master Services Agreement
Warranties. SIMBA warrants for (a) Lessee acknowledges that Lessor is not the manufacturer of the Property nor the manufacturer's agent nor a period dealer therein. The Property is of ninety (90) days from a size, design, capacity, description and manufacture selected by the date the PROGRAM Lessee. Lessee is delivered to you satisfied that the PROGRAM shall substantially conform to SIMBA provided written specificationsProperty is suitable and fit for its purposes. In the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE LESSEE AGREES THAT LESSOR HAS NOT MADE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT DOES NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT MAKE ANY WARRANTY OF ANY KINDOR REPRESENTATION WHATSOEVER, EITHER EXPRESSEXPRESS OR IMPLIED, IMPLIED OR STATUORYAS TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO WITHOUT LIMITATION, ANY WARRANTY OR REPRESENTATION AS TO: (i) THE IMPLIED WARRANTIES DESCRIPTION, CONDITION, DESIGN, QUALITY OR PERFORMANCE OF MERCHANTABILITY, THE PROPERTY OR QUALITY OR CAPACITY OF MATERIALS OR WORKMANSHIP IN THE PROPERTY; (ii) ITS MERCHANTABILITY OR FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, PURPOSE WHETHER OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION DISCLOSED TO LESSOR; AND (iii) DELIVERY OF THE PROGRAM WILL BE ERROR PROPERTY FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE OF THE RIGHTFUL CLAIM OF ANY REPRESENTATIONS REGARDING THE USE PERSON BY WAY OF INFRINGEMENT OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESSLIKE. LESSOR EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES. If the Software is not properly installed, ACCURACYdoes not function as represented or warranted by original licensor, RELIABILITYor is unsatisfactory for any reason, OR OTHERWISELessee shall make any claim on account thereof solely against original Licensor and shall nevertheless pay all sums payable under the Lease, Lessee hereby waiving the right to make any such claims against Lessor. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYLessor shall not be Liable to Lessee for any loss, damage or expense of any kind or nature caused, directly or indirectly, by the Property or the use, possession or maintenance thereof, or the repair, service or adjustment thereof, or by any delay or failure to provide any such maintenance, repair, service or adjustment, or by any interruption of service or loss of use thereof (including without Limitation, Lessee's use of or right to use any Software) or for any Loss of business howsoever caused.
Appears in 1 contract
Samples: Master Lease Agreement (Amphastar Pharmaceuticals, Inc.)
Warranties. SIMBA Notwithstanding any requirements due to Tenant’s storage of permitted Hazardous Materials (as defined in Section 22 herein), Landlord represents and warrants that, at the commencement of this Lease, the Premises and all improvements thereon shall be in compliance with all applicable laws, statutes, ordinances, requirements, building codes, fire and zoning codes and/or local, city, state and federal regulations, including the American with Disabilities Act (“ADA”) (collectively “Laws”) of all governmental authorities with jurisdiction, and Landlord shall be responsible for curing all breaches of this representation and warranty at Landlord’s sole cost and expense, throughout the term of the Lease, and any extensions thereof. Tenant shall immediately notify Landlord in writing upon Tenant’s discovery that such a breach exists, along with all supporting information and documentation. Landlord further warrants that to its knowledge, the Premises, Building, and the Land upon which the Premises reside are free from the presence of any Hazardous Materials (as defined in Section 22 herein) contamination at the commencement of this Lease and Landlord shall be responsible to cure any breach of said warranty at Landlord’s sole cost and expense, and Tenant shall not be liable in any way for any breach of Landlord’s warranty herein, whether said breach was known or unknown to Landlord. However, if any breach of Landlord’s warranties herein exists and either the breach of the Landlord’s warranty and representation itself, or the cure of such a breach prevents Tenant from reasonably conducting its normal material business operations for a period of ninety greater than forty-five (9045) days, Tenant may terminate this lease by providing Landlord thirty (30) days written notice no more than forty (45) days from the date the PROGRAM is delivered to you Tenant and/or Landlord discover said breach and/or reasonably determine that the PROGRAM shall substantially conform to SIMBA provided written specificationscure of such breach will cause the obstruction of Tenant’s business operations, as stipulated above. In the event Tenant does not choose to terminate the Lease under this stipulation and upon Landlord’s receipt of any alleged breach written notice of such from Tenant or the lapse of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety forty-five (9045) day warranty period. If such alleged breach is reported as required and substantiated by SIMBAperiod prescribed herein, your exclusive remedies Landlord shall beimmediately commence to cure said breach, at SIMBALandlord’s sole optioncost and expense and this Lease shall remain in full force and effect. In addition, for SIMBA Tenant may pursue any and all other remedies available in equity or at law due to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYLandlord’s breach.
Appears in 1 contract
Samples: Lease Agreement (SCP Pool Corp)
Warranties. SIMBA The limited warranties for Contractor-branded hardware shall be as stated in the documentation provided with the hardware. If there is no such documentation, then the warranties shall be as stated at xxxx.xxx/xxxxxxxxxxxxx. Contractor warrants that Hardware Services shall be performed in a good and workmanlike manner. OETC's exclusive remedy and Contractor's sole obligation for a period of ninety (90) days from the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event any breach of any alleged breach of Hardware Services warranty shall be for Contractor to re-perform the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this licensenon-conforming Hardware Services. EXCEPT AS SET FORTH ABOVEEXPRESSLY STATED BY CONTRACTOR IN THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE ANY APPLICABLE SOW, AMENDMENT OR EXHIBIT HERETO, ANY DELL WEBSITE OR DELIVERED WITH ANY PRODUCT, AND AGREE THAT TO THE USE MAXIMUM EXTENT PERMITTED BY LAW, CONTRACTOR (INCLUDING CONTRACTOR AFFILIATES, CONTRACTORS, AND AGENTS, AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AND OFFICERS), ON BEHALF OF ITSELF AND ITS SUPPLIERS AND LICENSORS MAKES NO EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO ANY OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBAPRODUCTS OR SERVICES, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES ANY WARRANTY (a) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACYPERFORMANCE, SUITABILITY, OR NON-INFRINGEMENT; (b) FOR ANY THIRD-PARTY PRODUCTS OR SERVICES; (c) FOR THE PERFORMANCE OF OR RESULTS TO BE OBTAINED FROM ANY PRODUCTS OR SERVICES; OR (d) THAT THE PRODUCTS OR SERVICES WILL OPERATE OR BE PROVIDED WITHOUT INTERRUPTION OR ERROR. PRODUCTS AND SERVICES ARE NOT FAULT-TOLERANT AND ARE NOT DESIGNED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS, REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS ANY APPLICATION IN WHICH THE FAILURE OF THE PRODUCTS OR SERVICES COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR CONDITION ARISING FROM COURSE OF PERFORMANCESEVERE PHYSICAL OR PROPERTY DAMAGE (COLLECTIVELY, COURSE OF DEALING “HIGH-RISK ACTIVITIES”). WARRANTIES DO NOT COVER DAMAGE DUE TO EXTERNAL CAUSES, SUCH AS ACCIDENT, ABUSE, MISUSE, PROBLEMS WITH ELECTRICAL POWER, SERVICES NOT PERFORMED OR AUTHORIZED BY CONTRACTOR (INCLUDING INSTALLATION OR DE- INSTALLATION), USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT IN ACCORDANCE WITH THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTSDOCUMENTATION, NORMAL WEAR AND TEAR, OR THAT USE OF PARTS AND COMPONENTS NOT SUPPLIED OR INTENDED FOR USE WITH THE OPERATION OF PRODUCTS OR HARDWARE SERVICES. ANY WARRANTY ON A THIRD-PARTY PRODUCT IS PROVIDED BY THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTEDPUBLISHER, PROVIDER, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTEDORIGINAL MANUFACTURER. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN ALL THIRD-PARTY PRODUCTS ARE PROVIDED BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYCONTRACTOR “AS IS.”
Appears in 1 contract
Samples: Extension Agreement
Warranties. SIMBA warrants You expressly acknowledge and agree that use of the Font So£ware is at Your sole risk. Except as may be otherwise provided for a period of ninety (90) days from herein, the date the PROGRAM Font So£ware and related documentation is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event “AS IS” and without warranty of any alleged breach of the above express warrantieskind and LETTERMIN MAKES NO WARRANTIES, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBAEXPRESS OR IMPLIED, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADEOTHERWISE. XXXXX LETTERMIN DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN OPERATION OF THE PROGRAM FONT SOFTWARE WILL MEET YOUR REQUIREMENTSBE UNINTERRUPTED OR ERROR-FREE, OR THAT THE OPERATION FONT SOFTWARE IS WITHOUT DEFECTS. THE FONT SOFTWARE IS NOT INTENDED AND WAS NOT DESIGNED OR MANUFACTURED FOR USE IN ANY CIRCUMSTANCES WHERE THE FAILURE OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTEDFONT SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR THAT DEFECTS SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. LETTER- MIN WILL IN PROGRAM WILL NO EVENT BE CORRECTED. FURTHERMORELIABLE TO THE LICENSED USER OR ANY OTHER THIRD PARTY FOR ANY DIRECT, XXXXX DOES NOT WARRANT INDIRECT, CONSEQUENTIAL, OR MAKE ANY REPRESENTATIONS REGARDING INCIDENTAL DAMAGES, INCLUDING DAMAGES FROM LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF BUSI- NESS INFORMATION, ARISING OUT OF THE USE OR INABILITY TO USE THE RESULTS PRODUCT, EVEN IF LETTERMIN HAS BEEN ADVISED OF THE USE POSSIBILITY OF THE PROGRAM IN TERMS OF ITS CORRECTNESSSUCH DAMAGES. Under no cir- cumstances will Lettermin’s liability exceed the cost of substitution or the replacement of the Font So£ware, ACCURACYthe choice between which is at the sole discretion of Lettermin. This means that the fonts are copyrighted and protect- ed by copyright, RELIABILITYtrademark, OR OTHERWISEdesign and other applicable laws. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYThis means that by buying the license you only buy the right to use the fonts and only in ways speci- fied in this license. The fonts themselves remain the exclu- sive property of Lettermin. This means that if any of the terms are broken, the license is no longer valid, but we also have the right to revoke it at our discretion. This means that we don’t provide any warranty and we can’t guarantee that the fonts will be appropriate for your projects.
Appears in 1 contract
Samples: Lettermin App Font License Agreement
Warranties. SIMBA warrants for (a) Lessee acknowledges that Lessor is not the manufacturer of the Property nor the manufacturer's agent nor a period dealer therein. The Property is of ninety (90) days from a size, design, capacity, description and manufacture selected by the date the PROGRAM Lessee. Lessee is delivered to you satisfied that the PROGRAM shall substantially conform to SIMBA provided written specificationsProperty is suitable and fit for its purposes. In the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE LESSEE AGREES THAT LESSOR HAS NOT MADE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT DOES NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT MAKE ANY WARRANTY OF ANY KINDOR REPRESENTATION WHATSOEVER, EITHER EXPRESSEXPRESS OR IMPLIED, IMPLIED OR STATUORYAS TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO WITHOUT LIMITATION, ANY WARRANTY OR REPRESENTATION AS TO: (i) THE IMPLIED WARRANTIES DESCRIPTION, CONDITION, DESIGN, QUALITY OR PERFORMANCE OF MERCHANTABILITY, THE PROPERTY OR QUALITY OR CAPACITY OF MATERIALS OR WORKMANSHIP IN THE PROPERTY; (ii) ITS MERCHANTABILITY OR FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, PURPOSE WHETHER OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION DISCLOSED TO LESSOR; AND (iii) DELIVERY OF THE PROGRAM WILL BE ERROR PROPERTY FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE OF THE RIGHTFUL CLAIM OF ANY REPRESENTATIONS REGARDING THE USE PERSON BY WAY OF INFRINGEMENT OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESSLIKE. LESSOR EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES. If the Software is not properly installed, ACCURACYdoes not function as represented or warranted by original licensor, RELIABILITYor is unsatisfactory for any reason, OR OTHERWISELessee shall make any claim on account thereof solely against original licensor and shall nevertheless pay all sums payable under the Lease, Lessee hereby waiving the right to make any such claims against Lessor. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYLessor shall not be liable to Lessee for any loss, damage or expense of any kind or nature caused, directly or indirectly, by the Property or the use, possession or maintenance thereof, or the repair, service or adjustment thereof, or by any delay or failure to provide any such maintenance, repair, service or adjustment, or by any interruption of service or loss of use thereof (including without limitation, Lessee's use of or right to use any Software) or for any loss of business howsoever caused.
Appears in 1 contract
Samples: Master Lease Agreement (Covista Communications Inc)
Warranties. SIMBA warrants for a period of ninety (90) days from the date the PROGRAM is delivered to you We warrant that the PROGRAM shall substantially conform App: • is fit for the purpose and is as described in Apple's App Store; • is free from material defects in its design; and • is of satisfactory quality (within the meaning of the Sale of Goods Act 1979). You represent and warrant that: • you are not located in a country that is subject to SIMBA provided written specificationsa U.S. Government embargo; or • you have not been designated by the U.S. Government as a "terrorist supporting" country; and • you are not listed on any U.S. Government list of prohibited or restricted parties. In the event of any alleged breach failure of the above express warrantiesApp to conform to any applicable warranty, you shall report may notify Apple, and Apple will refund the details purchase price for the App to you. To the maximum extent permitted by any applicable law, Apple requires us to include a term in this XXXX stating the following: that Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our sole responsibility. 9 Changes to these terms We may need to change these terms to reflect: • changes or anticipated changes in law, regulations or codes of such alleged breach practice, or to respond to a decision by a court, ombudsman or regulator; • changes in writing our costs, including administrative costs, involved in providing the App; • changes in technology; • any additional features which we introduce or changes in the functionality of the App, including the removal of any out of date parts of the App; • to SIMBA fix any mistake in the drafting of this XXXX or to make it fairer or clear (this will never be to your detriment; or • changes to the way we want to provide services to our members or to reflect the changes in the method that the banking industry deliver services; • changes in our ownership or a re-organisation due to us merging with or acquiring another business; • we may also need to make changes for other reasonable reasons that affect the way we run our business and your account. In the event we do, we will describe the reason when we notify you about the change. You will receive a notification of any change to the terms when you next start the App. Please always ensure you read and accept the updated terms to use the App. If you are not happy with any change that we make you can immediately delete the App. If you do not accept the notified changes you will not be permitted to continue to use the App and you must delete it from your device. So that we are able to provide sufficient notification to you of changes of terms and conditions within the specified ninety (90) day warranty period. If such alleged breach is reported as required XXXX, we recommend that you periodically log on to the App and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYleast every 14 calendar days.
Appears in 1 contract
Samples: End User Licence Agreement
Warranties. SIMBA Checon hereby warrants to Customer that:(i) the Goods will be free from defects in materials and workmanship and materially comply with the specifications set forth in the Agreement (or, if no specifications are set forth in the Agreement, then Checon’s printed specifications); (ii) the Refining Services will be performed in a professional and workmanlike manner in accordance with generally recognized industry standards for a period of ninety similar services; and (90iii) Metal released from the Metal Account will materially comply with the specifications set forth in the Agreement(or, if no specifications are set forth in the Agreement, then Checon’s printed specifications)(collectively, the “Warranty”). Customer must bring any Warranty claim within fifteen (15) days from after becoming aware of the date alleged non-conformance, and the PROGRAM is delivered to you that Warranty expires twelve(12) months after the PROGRAM shall substantially conform to SIMBA provided written specificationsdelivery of the Goods or completion of the Refining Service. In the event of Customer’s sole and exclusive remedy for any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety Warranty is: (90a) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBAChecon’s sole option, for SIMBA to promptly repair or replace replacement of the PROGRAM non- conforming Goods;(b) re-provision of the applicable Refining Services; or (c) replacement of the non-conforming Metal if Customer provides written Notice to Checon of the non-conformance within five (5) days after Customer discovers the non-conformance. Goods may not be returned without Checon’s prior written authorization, and any portion thereof necessary costs and expenses in connection with storing, repackaging, and returning any Goods will be the responsibility of Customer. Goods must be returned to remedy Checon in strict compliance with Checon’s written instructions. The Warranty DOES NOT COVER Goods that: (x) have been subject to misuse, negligence, accident, or improper maintenance or storage;(y) have been altered without Checon’s prior written consent; or (z)based on Checon’s examination, do not disclose to Checon’s satisfaction the breach or to refund non-conformance with the fees actually received by SIMBA for this licenseWarranty. EXCEPT AS SET FORTH ABOVECHECON HEREBY DISCLAIMS ALL OTHER WARRANTIES, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED WHETHER EXPRESS OR STATUORYIMPLIED, INCLUDING, BUT NOT LIMITED TO WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE,MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, ,AND NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
Appears in 1 contract
Samples: assets-global.website-files.com
Warranties. SIMBA Each party represents and warrants for a period to the other party that, to the best of ninety its knowledge: (90a) days from the date signatory signing this Agreement on its behalf has the PROGRAM is delivered right to you that sign this Agreement; (b) this Agreement does not and shall not conflict with any other agreement entered into by it; and (c) it owns (or has been duly licensed to use) all rights in its Brands required in order to grant the PROGRAM shall substantially conform to SIMBA provided written specificationslicenses granted herein. EXCEPT FOR THE FOREGOING WARRANTIES, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, BOTH PARTIES (AND ECHEZ ON BEHALF OF ITS THIRD PARTY SUPPLIERS) DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, CONCERNING OR RELATED TO THIS AGREEMENT, AND ALL ORDER FORMS, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ECHEZ DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE RESULTS OF THE USE OR THE BENEFITS OF THE SERVICES, OR ANY INFORMATION CONTAINED THEREIN OR OTHERWISE PROVIDED PURSUANT TO THIS AGREEMENT. NO ECHEZ PERSONNEL IS AUTHORIZED TO MAKE ANY EXPANSION, MODIFICATION OR ADDITION TO THIS LIMITATION OR THE EXCLUSION OF WARRANTIES IN THIS AGREEMENT. In the event of any alleged breach of the above express warrantieswarranties contained in this Agreement, you the sole and exclusive liability of the breaching party shall report the details of such alleged breach in writing be to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA use commercially reasonable efforts to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this licensecorrect such breach. EXCEPT AS SET FORTH ABOVEREGARDING THE ANALYTICS SERVICES, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBALEADS, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "MARKETING SERVICES ARE PROVIDED “AS IS"”, “WHERE IS” BASIS WITHOUT ”. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED WARRANTIES TO THE IMPLIED OTHER, AND ALL IMPLIED, STATUTORY OR OTHER WARRANTIES ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACYCOMPLIANCE WITH THE LAWS, NON-INFRINGEMENT, TITLE, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, BASED ON COURSE OF DEALING OR USAGE OF TRADE. XXXXX ECHEZ DOES NOT WARRANT GUARANTEE THAT THE FUNCTIONS CONTAINED IN INFORMATION PROVIDED BY THE PROGRAM WILL MEET YOUR REQUIREMENTSCONSUMER IS ACCURATE OR COMPLETE, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF TO BE ACHIEVED FROM THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESSLEADS, ACCURACY, RELIABILITY, INCLUDING ANY SPECIFIC CUSTOMER CONVERSION RATES. COMPANY UNDERSTANDS AND ACCEPTS THAT LEADS AND CONTACT INFORMATION COLLECTED HAVE NOT BEEN SCREENED OR OTHERWISE. NO ORAL VALIDATED BY ECHEZ AND ARE NOT GUARANTEED TO BE ACCURATE OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYERROR-FREE.
Appears in 1 contract
Samples: Conditions of Services Agreement
Warranties. SIMBA warrants MajorClarity represents, warrants, and covenants that (i) its use of Subscriber Data during the Term of this Agreement will comply with its posted Terms of Use and Privacy Policy; (ii) the Services will operate in substantial accordance with the specifications set forth in the documentation related to the Services; and (iii) it will use reasonable efforts to resolve operational problems related to the Services. Except as set forth herein, MajorClarity makes no other warranties and all other warranties, either express or implied, are hereby disclaimed, including but not limited to warranties of merchantability and fitness for a period particular purpose. MajorClarity will not be responsible for any damages that may be suffered by Subscriber, including loss of ninety (90) days data resulting from delays, non-deliveries, or service interruptions by any cause, or due to errors or omissions of Subscriber. MajorClarity expressly limits its liability to Subscriber for any non-accessibility time or other down time to the date pro-rata daily charge during the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this licensesystem unavailability. EXCEPT AS FOR THE EXPRESS WARRANTIES SET FORTH ABOVEHEREIN, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN ALL SERVICES ARE PROVIDED "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE ." MAJORCLARITY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACYTITLE, AND NON-INFRINGEMENT, OR CONDITION AND ALL WARRANTIES ARISING FROM COURSE OF PERFORMANCEDEALING, COURSE USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, MAJORCLARITY MAKES NO WARRANTY OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT ANY KIND THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, SERVICES OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE ANY PRODUCTS OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE THEREOF, WILL MEET SUBSCRIBER’S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE PROGRAM IN TERMS OF ITS CORRECTNESSTHIRD-PARTY MATERIALS. Subscriber represents, ACCURACYwarrants, RELIABILITYand covenants that (i) it has the right and authority to enter into this Agreement and to use and disclose Subscriber Data; (ii) it has all necessary rights and permissions to grant access to the Services to its Authorized Users; (iii) it will obey all applicable laws, OR OTHERWISErules, and regulations in its use of the Services and Subscriber Data; (iv) Subscriber Data will not infringe upon any copyright, trademark, privacy right, right of publicity, or other proprietary right(s) of any third party; and Subscription Order Form and Subscription Services Agreement [Organization name (organization name)] (v) Subscriber Data will not contain any material that is unlawful, hateful, obscene, libelous, threatening, or defamatory. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYSubscriber acknowledges that MajorClarity has no obligation to monitor Subscriber Data. However, in the event that MajorClarity becomes aware that any Subscriber Data may or does violate the representations and warranties set forth herein, MajorClarity will have the right to remove such item(s) pending resolution.
Appears in 1 contract
Samples: Tips Vendor Agreement
Warranties. SIMBA Provider warrants for a period that its products shall, at the time of ninety (90) days from delivery, conform to the date the PROGRAM is delivered description of such products as provided to you by Provider through Provider's product directory, analytical data or other then-current literature. THIS WARRANTY IS EXCLUSIVE, AND PROVIDER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF ANY THIRD-PARTY PATENT OR INTELLECTUAL PROPERTY RIGHTS. Provider's warranties made in connection with this sale shall not be effective if Provider has determined, in its sole discretion, that you have misused the PROGRAM shall substantially conform Products in any manner, have failed to SIMBA provided written specificationsuse the Products in accordance with industry standards and practices, or have failed to use the Products in accordance with instructions, if any, furnished by Provider. In the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE PROVIDER'S SOLE AND AGREE THAT THE USE EXCLUSIVE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO PRODUCTS PROVED TO PROVIDER’S SATISFACTION TO BE DEFECTIVE OR NONCONFORMING SHALL BE REPLACEMENT OF SUCH PRODUCTS WITHOUT CHARGE OR REFUND OF THE PROGRAM IS AT YOUR PURCHASE PRICE, IN PROVIDER'S SOLE RISKDISCRETION, UPON THE RETURN OF SUCH PRODUCTS IN ACCORDANCE WITH PROVIDER'S INSTRUCTIONS. SIMBAPROVIDER SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, AND CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY APPLICABLE LICENSORSKIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, PROVIDES EVEN IF PROVIDER HAS BEEN ADVISED OF THE PROGRAM (POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, COST OF CAPITAL, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, ANY LIABILITY OF BUYER TO A THIRD PARTY, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY PROVIDER’S GROSS NEGLIGENCE. THE EXCLUSION OF SUCH DAMAGES AND/OR CLAIMS SHALL BE DEEMED INDEPENDENT OF, AND SHALL SURVIVE, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY FAILURE OF THE ESSENTIAL PURPOSE OF ANY KIND, EITHER EXPRESS, IMPLIED LIMITED REMEDY ARISING FROM THE PURCHASE AND/OR STATUORY, INCLUDING, BUT NOT LIMITED THESE TERMS AND CONDITIONS. PROVIDER’S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO CASE EXCEED THE CONTRACT PRICE FOR THE SPECIFIC PRODUCTS THAT GIVE RISE TO THE IMPLIED WARRANTIES BREACH. THESE EXCLUSIONS AND LIMITATIONS ON DAMAGES SHALL APPLY REGARDLESS OF MERCHANTABILITYHOW THE LOSS OR DAMAGE MAY BE CAUSED AND AGAINST ANY THEORY OF LIABILITY, FITNESS FOR A PARTICULAR PURPOSEWHETHER BASED ON CONTRACT, ACCURACYINDEMNITY, NON-INFRINGEMENTWARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR CONDITION ARISING FROM COURSE ANY OTHER THEORY. ALL CLAIMS MUST BE BROUGHT WITHIN ONE (1) YEAR OF PERFORMANCESHIPMENT, COURSE REGARDLESS OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYTHEIR NATURE.
Appears in 1 contract
Samples: www.ipc-bs.com
Warranties. SIMBA Noble warrants that, for a period of ninety thirty (9030) days from following Client acceptance of the date Licensed Software furnished under this Agreement or the PROGRAM is delivered deliverables provided pursuant to you that a Work Order hereunder (the PROGRAM shall "Warranty Period"), the Licensed Software, exclusive of Third Party Materials, will substantially conform to SIMBA provided written specificationsthe accepted level of performance as set forth in Section 5.2(a) ("Warranty"). To the extent that Client notifies Noble in writing during the applicable Warranty Period of any material non-conformity of the Licensed Software or deliverables with such acceptance level, and provides Noble with (a) Client's estimation of the severity of such non-conformity and (b) such printouts, typescripts, documentation and other details of such non-conformity as Noble shall request, Xxxxx'x sole obligations to use reasonable commercial measures to remedy or provide a work-around for such defect. In determining the timing of its response, Noble shall be entitled to take into account the severity of the defect. In the event that Noble determines that the Licensed Software is not defective in such respect, Client shall reimburse Noble for its services at Noble's then current consulting rate for such services. To the extent its agreement with a supplier of Third Party Materials permits, Noble shall pass through to Client any performance warranty relative to such Third Party Materials; provided, however, that Noble makes no additional or supplemental warranty with respect thereto. Noble warrants that it has, and on the date of acceptance of the Licensed Software will have, the full right and authority to grant this license and that neither this license nor performance under this Agreement does or shall conflict with any other agreement or obligation to which Noble is a party or by which it is bound. Noble warrants that its technical and consulting services will be of a professional quality conforming to generally accepted industry standards and practices. During the thirty (30) day period following completion of any alleged such services, Noble shall, upon receipt of written notice from Client describing a breach of the above express warrantiesforegoing Warranty in such reasonable detail as is requested by Xxxxx, you perform the services described in such written notice so as to conform to generally-accepted industry standards and practices. These warranties do not cover defects or nonperformance due to causes and products external to the Licensed Software, and are not valid with respect to such defects or nonperformance. If the Licensed Software is not in substantial compliance with the warranties contained in this Agreement at the end of the Warranty Period, Noble shall report extend the details Warranty Period until the Licensed Software is brought into such compliance. If any modification is made to the Licensed Software by Client without Noble's approval, this Warranty shall immediately be terminated with respect to such modified software. Correction for difficulties or defects traceable to Client's unauthorized modifications or unauthorized systems changes shall be billed to Client at Noble's standard time and material charges. Xxxxx makes no warranties with regard to Third Party Materials. Along with the transfer of title, Xxxxx agrees to transfer and assign to Client all of Noble's rights and interests in and with respect to all purchase agreements for Third Party Materials being supplied under this Agreement between Noble and other manufacturers and distributors, subject to any limitations set forth in such agreements relating to such transfers. Upon request by Client, all purchase agreements will be submitted to Client for prior approval. Xxxxx will execute any documents or instruments reasonably necessary to effect the transfer and assignment of Xxxxx'x rights and interests thereunder. Noble makes no representation as to the effectiveness, adequacy or enforceability of such alleged breach in writing transferred rights. Except as otherwise specifically provided by this Agreement, Xxxxx'x sole liability for any damages relating to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.the
Appears in 1 contract
Samples: Software License Agreement
Warranties. SIMBA Seller warrants that Products, when used on CRT computer ---------- monitors for conductive anti-reflection purposes, and when properly laminated, installed and maintained, will substantially maintain the performance characteristics specified in Exhibit I for a period of ninety one (901) days year from the date of sale of the PROGRAM is delivered CRT by Buyer to you that Buyer's customer, but in no event longer than one and one-half (1.5) years from date of delivery of the PROGRAM shall substantially conform to SIMBA provided written specificationsProducts by Seller. In the event of any alleged breach addition, Seller warrants against catastrophic failure of the above express warrantiesProducts for a period of one and one-half (1.5) years from date of sale of the CRT by Buyer, you shall report but in no event longer than two (2) years from the details date of such alleged breach delivery of the Products by Seller. Excluded from this warranty is any failure, in writing whole or in part, related to SIMBA within or caused by the specified ninety lamination adhesive, lamination process as practiced by Buyer, PET substrate and/or the PET hardcoat. Also excluded from this warranty is any nonconforming condition or deterioration which is the result, in whole or in part, of unusual abrasion and/or scratching, fire, accident, abuse, misuse, negligence, acts of God and the like. BUYER'S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THE FOREGOING WARRANTIES SHALL BE REPLACEMENT OF OR (90AT SELLER'S OPTION OR IF REPLACEMENT IS IMPRACTICAL) day warranty periodREFUND FOR THOSE PRODUCTS PROVIDED BUYER PROVIDES SELLER WITH FULL DOCUMENTATION AND PROOF OF WARRANTY BREACH WITHIN THE APPLICABLE WARRANTY PERIOD. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this licenseBUYER SHALL DESTROY THE BREACHING PRODUCTS AND CERTIFY SUCH DESTRUCTION TO SELLER. EXCEPT AS SET FORTH ABOVEFOR THE FOREGOING WARRANTIES, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT SELLER DOES NOT WARRANT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED MERCHANTABILITY OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE OF THE PRODUCTS OR PERFORMANCE OR NONINFRINGEMENT, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTSMAKE ANY WARRANTY, EXPRESS OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE IMPLIED, WITH RESPECT TO PRODUCTS, SPECIFICATIONS, SUPPORT, SERVICE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX ANYTHING ELSE AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE WARRANTY TO BUYER'S CUSTOMERS OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, AGENTS. SELLER HAS NOT AUTHORIZED ANYONE TO MAKE ANY REPRESENTATION OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYOTHER THAN AS PROVIDED ABOVE.
Appears in 1 contract
Warranties. SIMBA CPL warrants that at the time of delivery, and for a period of ninety (90) 30 days from the date of purchase by LICENSEE, the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event PRODUCT will be true copies of any alleged breach CPL's standard version of the above express warranties, you PRODUCT as most recently released by CPL and that at the time of delivery the PRODUCT will function substantially according to CPL's PRODUCT documentation and the published specification for the PRODUCT and furthermore CPL shall report use its best efforts to correct any errors in the details of such alleged breach PRODUCT and correct errors or omissions in writing the PRODUCT documentation at no additional cost to SIMBA within the specified ninety (90) day warranty periodLICENSEE. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE THE FOREGOING WARRANTY IS EXCLUSIVE AND AGREE THAT THE USE IN LIEU OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED ALL OTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND ANY OTHER WARRANTIES WHETHER EXPRESSED IMPLIED OR STATUTORY AND CPL SHALL NOT BE LIABLE TO LICENSEE FOR LOSS OF PROFITS OR SPECIAL, ACCURACYDIRECT, NON-INFRINGEMENTINDIRECT, CONSEQUENTIAL, INCIDENTAL OR CONDITION ARISING FROM COURSE OF PERFORMANCEEXEMPLARY DAMAGES IN CONNECTION WITH THE SUPPLY, COURSE OF DEALING USE OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION PERFORMANCE OF THE PROGRAM WILL PRODUCT. CPL'S COMBINED LIABILITY (IF ANY) TO LICENSEE SHALL BE ERROR FREE OR UNINTERRUPTEDLIMITED TO AND SHALL NOT EXCEED THE MONIES PAID BY LICENSEE TO CPL PURSUANT TO THIS AGREEMENT. Should the PRODUCT fail to operate as described above during the warranty period CPL may at its own sole discretion take such corrective action as it deems appropriate or it may terminate this Agreement by returning all monies received from LICENSEE hereunder after which LICENSEE shall not allow the PRODUCT to be used again and CPL shall have no further liability to LICENSEE. Except for an action for non-payment, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYindemnification or contribution no action arising out of this Agreement may be brought by either party more than two years after the original cause.
Appears in 1 contract
Samples: Software License
Warranties. SIMBA SPC represents and warrants that Qwest shall receive title to the personal property that comprises the Conduit System free and clear of all encumbrances, including any mechanics or material liens, except as may be specifically provided in Section 6.14(c). SPC warrants that all construction of the Conduit System shall have been performed in a manner consistent with telecommunication industry standards and the Specifications. All warranties made under this Section 6.04 shall be true and correct as of the Acceptance Date and shall survive expiration or termination of this Agreement for a URRS Agreement Page 180 Dated: September 9, 0000 Xxxxxxxx M period of ninety one (901) days year from the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this licenseAcceptance Date. EXCEPT AS SET FORTH ABOVEIN THIS SECTION 6.04, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT SPC MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBACONDUIT SYSTEM, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT INCLUDING ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACYAND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED. THE WARRANTIES SET FORTH IN THIS AGREEMENT CONSTITUTE THE ONLY WARRANTIES MADE BY SPC TO QWEST WITH RESPECT TO THIS AGREEMENT AND ARE MADE IN LIEU OF ALL OTHER WARRANTIES, NONWRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED. If Qwest discovers any defect in the Conduit System within one (1) year of the Acceptance Date, Qwest shall notify SPC in writing of the same and SPC shall, within thirty (30) days of receiving such notice, correct or cause to be corrected any defect at SPC's cost and expense. If the defect is of a nature that will cause immediate damage or harm to the Conduit System, Qwest shall notify SPC of the same and SPC shall use reasonable commercial efforts to have any defect repaired within forty-INFRINGEMENTeight (48) hours of receiving such notice or, OR CONDITION ARISING FROM COURSE OF PERFORMANCEif SPC cannot have the defect repaired within forty-eight (48) hours of receiving notice, COURSE OF DEALING OR USAGE OF TRADEQwest may repair the defect at SPC's cost. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTSAdditionally, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTEDSPC agrees to pass on and assign to Qwest any warranty it may have received from the manufacturer or supplier, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYto the extent that such warranty is assignable.
Appears in 1 contract
Samples: Urrs Agreement (Nevada Power Co)
Warranties. SIMBA Each party represents and warrants for a period of ninety to the other party that to its actual knowledge at the Effective Date it has: full power and authority to enter into and perform its obligations under this Agreement; taken all necessary actions and obtained all authorisations, licences, consents and approvals, to allow it to enter into this Agreement. The Discloser does not provide any warranties (90express or implied) days from regarding the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event of any alleged breach accuracy or reliability of the above express warrantiesConfidential Information and the Recipient acknowledges the Discloser excludes all liability for loss or damage that may be suffered or incurred by the Recipient because of using or relying on the Confidential Information. Dispute resolution This clause 8 applies to any Dispute which arises between the parties in connection with this Agreement. Each party must follow the dispute resolution process in this clause before it commences litigation or takes similar action, you shall report the details of such alleged breach except to seek an urgent injunction or declaration. If a party considers that a Dispute has arisen (Initiating Party), it must give notice in writing of the Dispute to SIMBA the other party (Receiving Party), setting out reasonable particulars of the matters in dispute (Dispute Notice). Within twenty (20) Business Days of the service of the Dispute Notice by the Initiating Party on the Receiving Party, in the case of UNSW, the relevant Deputy Vice-Chancellor (or equivalent) or their delegate and in the case of the Discloser, its Chief Executive Officer, or their delegates who have appropriate authority to resolve the Dispute will meet (in person or by telephone or video conference) and attempt to resolve the Dispute in good faith. O ption – Dispute to be resolved through mediation If the Dispute is not resolved within twenty (20) Business Days after the specified ninety Dispute is referred to Senior Representatives, the parties will endeavour to settle the Dispute by mediation administered by the Australian Disputes Centre (90ADC) day warranty periodbefore having recourse to litigation. If such alleged breach Where a Dispute is reported as required and substantiated by SIMBA, your exclusive remedies referred to mediation under clause 8.4 above: the mediation shall be, be conducted in accordance with the ADC Guidelines for Commercial Mediation operating at SIMBA’s sole option, for SIMBA the time the matter is referred to promptly repair or replace ADC (Guidelines). the PROGRAM or any portion thereof necessary to remedy terms of the breach or to refund the fees actually received by SIMBA for Guidelines are hereby deemed incorporated into this licenseAgreement. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYthis clause 8 shall survive termination of this Agreement.
Appears in 1 contract
Samples: Confidentiality Agreement
Warranties. SIMBA warrants A King Cycle warranty statement will be included, whenever feasible, with each Product shipped by King Cycle. At the time of sale by Dealer, Dealer shall make available to the End User a copy of the applicable King Cycle warranty statement for a period of ninety (90) days from the date Products. King Cycle’s sole warranty and representation with respect to any Products shall be set forth in the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specificationswarranty card included with such Product. In the event of any alleged breach of Products are not as warranted on the above express warranties, you shall report the details warranty card as determined by King Cycle upon inspection of such alleged breach in writing Products, then King Cycle's sole obligation shall be to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall berepair or replace, at SIMBA’s sole its option, for SIMBA such defective Products, as more particularly set forth in such warranty cards. No warranty shall apply to promptly repair Products damaged as a result of misuse or replace improper installation. In no event and under no circumstances shall King Cycle be liable to the PROGRAM or any portion thereof necessary to remedy the breach Dealer, End User or to refund the fees actually received by SIMBA any other individual or entity for this licenseany indirect, special, conse- quential or incidental losses or damages including, without limitation, lost profits. EXCEPT AS EXPRESSLY SET FORTH ABOVEOR REFERRED TO IN THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE KING CYCLE MAKES NO WARRANTIES OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBAANY KIND, AND ANY APPLICABLE LICENSORSWHETHER EXPRESS, PROVIDES THE PROGRAM (IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Except as expressly set forth on the warranty card for such Product, ACCURACYDealer is not authorized to make any warranty commitment or representations regarding any Product, NON-INFRINGEMENTor assume or create any other obligations, OR CONDITION ARISING FROM COURSE OF PERFORMANCEwhether written or oral, COURSE OF DEALING OR USAGE OF TRADEon King Cycle's behalf. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTSKing Cycle may offer Products to Dealer for which warranty service is provided by King Cycle, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTEDor a King Cycle selected third party, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTEDor for which warranty service may be provided by both King Cycle and a King Cycle selected third party. FURTHERMOREIn these instances, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISEDealer will be notified by King Cycle how to respond to a request for warranty services if King Cycle believes additional instructions are needed. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYDealer shall promptly report to King Cycle all suspected defects and safety problems and document such reports to King Cycle. King Cycle shall not pay for the shipment of defective products for warranty service to or from King Cycle or its service provider.
Appears in 1 contract
Samples: Dealer Agreement
Warranties. SIMBA warrants (a) You warrant each System sold in accordance with this Agreement to be free from defects in materials and workmanship for a period of ninety twelve (9012) days months from the date of its first use by the PROGRAM is delivered end user. You make such warranty to you us and to each System end user. You agree to provide warranty service directly to all System end users, at your sole expense. We acknowledge that the PROGRAM shall substantially conform only warranty given by you is a warranty to SIMBA provided written specifications. In the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace any System determined to be defective, or determined by the PROGRAM parties to have failed to meet existing, applicable manufacturers' warranties, specifications and/or standards for the System; provided, however, that if you are unable to repair or replace any portion thereof necessary to remedy the breach or to defective System, you will refund the fees actually received by SIMBA purchase price paid for this licensethe System. THE REMEDY PROVIDED BY YOU AS TO REPAIR OR REPLACEMENT OF SYSTEMS OR REFUNDS THEREFOR SHALL BE OUR SOLE AND EXCLUSIVE REMEDY UNDER THIS SECTION, AND IT IS EXPRESSLY MADE IN SUBSTITUTION OF ANY AND ALL REMEDIES OTHERWISE AVAILABLE TO US, INCLUDING ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, UNLESS SUCH LIMITATION IS OTHERWISE PROHIBITED UNDER APPLICABLE LAW. EXCEPT AS SET FORTH ABOVEIN PARAGRAPHS (b) AND (c) OF THIS SECTION, YOU EXPRESSLY ACKNOWLEDGE HEREBY DISCLAIM ANY AND AGREE THAT ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, HOWSOEVER ARISING RELATED TO THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBASYSTEM, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITYMERCHANTABILITY, OR OTHERWISE, SAVE TO THE EXTENT SUCH WARRANTIES ARE UNABLE TO BE EXCLUDED BY APPLICABLE LAW. NO ORAL YOU NEITHER ASSUME OR WRITTEN INFORMATION AUTHORIZE ANY PERSON TO ASSUME FOR YOU ANY OTHER ADDITIONAL LIABILITY OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE RESPONSIBILITY WITH RESPECT TO THE SCOPE OF THIS WARRANTYSYSTEM.
Appears in 1 contract
Samples: Diomed Holdings Inc
Warranties. SIMBA Ricoh warrants for that the Services will be performed: (a) in a period of ninety good and workmanlike manner; (90b) using reasonable care and skill; and (c) according to the description contained in the applicable Order Form. Ricoh will re- perform any Services not in compliance with this warranty and brought to Ricoh’s attention in writing within a reasonable time, but in no event more than thirty (30) days from after such Services are performed, which shall be an exclusive remedy for such non-compliance. Customer acknowledges that Ricoh’s performance of Services is dependent upon Customer’s timely and effective performance of its responsibilities set forth in the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this licenseOrder Form. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH ABOVEHEREIN OR IN AN ORDER FORM, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT RICOH MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICES, EQUIPMENT OR GOODS PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO WARRANTIES ARE CREATED BY ANY COURSE OF DEALING BETWEEN THE USE PARTIES, COURSE OF THE PROGRAM IS AT YOUR SOLE RISKPERFORMANCE, TRADE USAGE OR INDUSTRY CUSTOM. SIMBAIN NO EVENT SHALL RICOH BE LIABLE TO CUSTOMER OR A THIRD PARTY FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF SOFTWARE, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR DELAY OF DELIVERY OF SERVICES UNDER THIS AGREEMENT. RICOH ASSUMES NO OBLIGATION TO PROVIDE OR INSTALL ANY DOCUMENTATION ANTI-VIRUS OR SIMILAR SOFTWARE, AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYSERVICES CONTEMPLATED HEREBY DOES NOT INCLUDE ANY SUCH SERVICES.
Appears in 1 contract
Samples: Master Agreement
Warranties. SIMBA (A) Seller warrants to Buyer that for a period of ninety (90) days 12 months from the date of shipment of the PROGRAM is delivered to you Goods (“Warranty Period”), that the PROGRAM shall substantially such Goods will materially conform to SIMBA provided written specifications. In the event of any alleged breach Seller’s published specifications in effect as of the above express warrantiesdate of manufacture and will be free from material defects in material and workmanship. No warranty is given for products or components that have been (i) subject to misuse, you shall report the details of such alleged breach improper installation, improper storage, corrosion, or negligence; (ii) disassembled, modified or repaired by unauthorized persons; or (iii) used in writing any manner contrary to SIMBA within the specified ninety (90) day warranty periodSeller’s instructions or recommendations. If such alleged breach is reported as required and substantiated by SIMBASELLER DISCLAIMS ALL OTHER WARRANTIES, your exclusive remedies shall beWHETHER EXPRESS OR IMPLIED BY LAW, at SIMBA’s sole optionCOURSE OF DEALING, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVECOURSE OF PERFORMANCE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE USAGE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBATRADE, AND ANY APPLICABLE LICENSORSOR OTHERWISE, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TOWITHOUT LIMITATION, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED MERCHANTABILITY OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACYANY WARRANTY THAT THE PRODUCTS WILL CONFORM TO ANY SAMPLES, NON-INFRINGEMENTANY WARRANTY THAT THE PRODUCTS WILL NOT DISCOLOR OR THE TEXTURE OR FINISH WILL NOT CORRODE OR DETERIORATE, AND ANY WARRANTY REGARDING ANY ANCILLARY SERVICES RENDERED.(B) Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Goods. Third Party Products are not covered by the warranty in Section 8(A). For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR CONDITION ARISING FROM WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
Appears in 1 contract
Samples: Acceptance, Complete Agreement
Warranties. SIMBA 10.1 Abbott warrants for a period of ninety that (90i) days from the date the PROGRAM is Bulk Drug Substance delivered to you that Magainin pursuant to this Agreement shall conform with the PROGRAM Bulk Drug Specifications and shall substantially conform be in compliance with applicable laws and regulations, (ii) Bulk Drug Substance is and * THE CONFIDENTIAL MATERIAL 16 CONTAINED HEREIN HAS BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION shall be manufactured in accordance with cGMP and all applicable federal rules and regulations, (iii) Bulk Drug Substance shall be free from defects in materials and workmanship and shall not be adulterated or misbranded within the meaning of the U.S. Federal Food, Drug and Cosmetic Act, and is not an article which may not, under the Act, be introduced into interstate commerce, (iv) to SIMBA the best of Xxxxxx'x knowledge, any Confidential Information provided written specifications. In by Abbott does not, and will not for the event term hereof, infringe any patent or other proprietary right of any alleged breach third party, and (v) it owns or controls all of the above express warrantiesrights, you shall report title and interest in and to all Confidential Information provided by Abbott to Magainin under this Agreement and the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty periodPurchase Orders. If such alleged breach is reported as required and substantiated by SIMBAABBOTT MAKES NO OTHER WARRANTIES, your exclusive remedies shall beEXPRESS OR IMPLIED, at SIMBA’s sole optionWITH RESPECT TO BULK DRUG SUBSTANCE. ALL OTHER WARRANTIES, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVEEXPRESS OR IMPLIED, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBAINCLUDING WITHOUT LIMITATION, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN PURPOSE ARE HEREBY DISCLAIMED BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYABBOTT.
Appears in 1 contract
Warranties. SIMBA Ricoh warrants for that the Services will be performed: (a) in a period of ninety good and workmanlike manner; (90b) using reasonable care and skill; and (c) according to the description contained in the applicable Order Form. Ricoh will re-perform any Services not in compliance with this warranty and brought to Ricoh’s attention in writing within a reasonable time, but in no event more than thirty (30) days from after such Services are performed. Customer acknowledges that Ricoh’s performance of Services is dependent upon Customer’s timely and effective performance of its responsibilities set forth in the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this licenseOrder Form. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH ABOVEHEREIN OR IN AN ORDER FORM, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT RICOH MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICES, EQUIPMENT OR GOODS PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO WARRANTIES ARE CREATED BY ANY COURSE OF DEALING BETWEEN THE USE PARTIES, COURSE OF THE PROGRAM IS AT YOUR SOLE RISKPERFORMANCE, TRADE USAGE OR INDUSTRY CUSTOM. SIMBAIN NO EVENT SHALL RICOH BE LIABLE TO CUSTOMER OR A THIRD PARTY FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF SOFTWARE, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR DELAY OF DELIVERY OF SERVICES UNDER THIS AGREEMENT. RICOH ASSUMES NO OBLIGATION TO PROVIDE OR INSTALL ANY DOCUMENTATION ANTI-VIRUS OR SIMILAR SOFTWARE, AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYSERVICES CONTEMPLATED HEREBY DOES NOT INCLUDE ANY SUCH SERVICES. Intellectual Property Rights. Intellectual property rights, including the design, development and delivery of all inventions, business methods, processes, concepts, drawings, designs, blueprints, photographs, sketches, works of authorship, reports, plans, software (in source and object code format), documentation, databases, data, information and other materials (whether intangible or tangible), prepared or created by Ricoh in the course of the performance of the Services shall, upon creation, become the property of Ricoh (“Ricoh Property”) and Ricoh shall retain all ownership rights in the Ricoh Property; provided, however, that Ricoh Property shall not include, and Ricoh shall not acquire ownership of data, materials or content provided by Customer. Nothing contained in any Order Form shall be construed to transfer, convey, restrict, impair or deprive Ricoh of any of its ownership or proprietary interest or rights in technology, information or products that existed prior to the provision of deliverables under the Order Form or that may be independently developed by Ricoh outside the scope of the Order Form. Customer shall not use any Products or Services provided by Ricoh for any unlawful purpose. Subject to payment of all relevant fees and charges, Ricoh hereby grants Customer a worldwide, perpetual, nonexclusive, non-transferable, royalty-free (other than payments identified in the applicable Order Form or other transaction documents) license solely for its internal business purposes, and may use, display, and distribute (within Customer’s organization only) the Ricoh Property, except as otherwise limited hereunder or under the Order Form. For purposes of clarity, any Order Form and the foregoing license relates to the Services only, and software programs (whether on-site or hosted) shall not be deemed to be deliverables or “Services.” All licensing of Ricoh and/or third-party software shall be as provided in Section 5 hereunder.
Appears in 1 contract
Samples: Enterprise Services Master Agreement
Warranties. SIMBA Intralinks warrants the Services shall be provided in a manner that (a) meets or exceeds prevailing industry standards; and (b) is designed for a period the secure maintenance and distribution of ninety End User Files. Intralinks warrants that (90x) days from the date Services do not contain any third-party computer code designed to disrupt, disable or harm in any manner the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event of any alleged breach operation of the above express warrantiesServices (e.g., you shall report “viruses” or “worms”), and (y) the details of such alleged breach Services will be performed at a level that meets or exceeds the Operational Time guarantees specified in writing to SIMBA within Section 12 hereof. Intralinks further warrants, the specified ninety (90) day warranty periodServices do not and will not infringe any third-party intellectual property rights. If such alleged breach is reported as required and substantiated by SIMBAOTHER THAN THE FOREGOING AND SECTION 12 BELOW, your exclusive remedies shall beTHE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. INTRALINKS MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, at SIMBA’s sole optionERROR FREE OR AVAILABLE AT ALL TIMES, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this licenseNOR DOES INTRALINKS WARRANT THE COMPATIBILITY OR OPERATION OF THE SERVICES WITH ALL HARDWARE AND SOFTWARE CONFIGURATIONS. WITHOUT LIMITING THE FOREGOING, CLIENT ACKNOWLEDGES THAT FEATURES OF THE INTRALINKS SERVICE DESIGNED TO RESTRICT ACCESS TO OR USE OF END USER FILES CANNOT PREVENT MANUAL COPYING OF DISPLAYED INFORMATION AND MAY NOT PREVENT ELECTRONIC OR DIGITAL CAPTURE OF DOCUMENT CONTENTS BY END USERS USING THIRD-PARTY SOFTWARE DESIGNED TO CIRCUMVENT SUCH SYSTEM FEATURES. EXCEPT AS SET FORTH ABOVEIN THIS SECTION 8, YOU EXPRESSLY ACKNOWLEDGE INTRALINKS MAKES AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBACLIENT RECEIVES NO WARRANTIES, AND ANY APPLICABLE LICENSORSEXPRESS OR IMPLIED, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED REGARDING OR STATUORY, INCLUDING, BUT NOT LIMITED RELATING TO THE SUBJECT MATTER HEREOF. INTRALINKS DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CLIENT HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY WARRANTY, ACCURACYCONDITION, NON-INFRINGEMENT, GUARANTY OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS REPRESENTATION BY INTRALINKS OTHER THAN THOSE CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYAGREEMENT.
Appears in 1 contract
Samples: Subcontract Agreement
Warranties. SIMBA Each of the parties warrants to the other that it has full power and authority to enter into and perform this agreement. The Developer shall perform the Services with reasonable care and skill and in accordance with generally recognised commercial practices and standards. The Developer warrants that operation of the Site will be uninterrupted and free of errors, viruses and material defects and that the Site will perform in accordance with the Site Specification for a period of ninety 12 months from Acceptance. If the Site does not so perform, the Developer shall, for no additional charge fix it. liability Customer and Developer shall be severally liable for the performance of their duties. Neither party shall be liable to the other for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage. Intellectual property rights Intellectual Property Rights shall mean all intellectual property rights wherever in the world arising, whether registered or unregistered (90and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trade marks, service marks, trade names, patents, xxxxx patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to xxx for passing off. All Intellectual Property Rights in the Site Specification and the Site (including in the content of the Site and the Site Software) arising in connection with this agreement shall be the property of the Customer, and the Developer hereby assigns all such Intellectual Property Rights to the Customer. Term and termination This agreement shall commence on the Effective Date. Either party may terminate this agreement immediately at any time by written notice to the other party if: • That other party commits any material breach of its obligations under this agreement which (if remediable) is not remedied within 10 days after the service of written notice specifying the breach and requiring it to be remedied; or • That other party becomes insolvent or there is a change of control at the other party, or the other party ceases to trade; or • That other party has been subject to a Force Majeure Event for a continuous period of more than 90 days. On expiry or termination of this agreement: ▪ All licences granted to the Developer under this agreement shall terminate immediately; ▪ The Developer shall promptly return all Customer materials and all copies of the Site Specification to the Customer; and ▪ All provisions of this agreement shall cease to have effect, except that any provision that can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect. Data protection The Developer warrants that, to the extent it processes any Personal Data on behalf of the Customer: o It shall act only on instructions from the date Customer; and o It has in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data. Force majeure Force Majeure Event shall mean any event arising which is beyond the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event of any alleged breach reasonable control of the above express warrantiesaffected party (including any industrial dispute affecting any third party, you governmental regulations, fire, flood, disaster, civil riot or war). A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this agreement shall report forthwith notify the details other and shall inform the other of the period for which it is estimated that such alleged breach in writing failure or delay will continue. The affected party shall take all reasonable steps to SIMBA within mitigate the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace effect of the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYForce Majeure Event.
Appears in 1 contract
Samples: www.sec.gov
Warranties. SIMBA ProSeeder warrants the Services will be provided in a manner (i) that meets or exceeds prevailing industry standards and (ii) is reasonably designed for a period the secure maintenance and distribution of ninety (90) days from End User Files. ProSeeder warrants, to the date the PROGRAM is delivered to you best of its knowledge after implementing reasonable measures, that the PROGRAM shall substantially conform Services do not contain any third party computer code intentionally designed to SIMBA provided written specifications. In disrupt, disable, or harm in any manner the event of any alleged breach operation of the above express warrantiesServices (e.g., you shall report "viruses" or "worms"). ProSeeder further warrants, to the details best of such alleged breach in writing to SIMBA within its knowledge, that the specified ninety (90) day warranty periodServices do not infringe any third party trade secret, copyright, U.S.- or U.K.- issued patent or trademark. If such alleged breach is reported as required and substantiated by SIMBAOTHER THAN THE FOREGOING, your exclusive remedies shall beTHE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. PROSEEDER MAKES NO WARRANTY THE SERVICES WILL BE UNINTERRUPTED, at SIMBA’s sole optionERROR FREE OR AVAILABLE AT ALL TIMES, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this licenseNOR DOES PROSEEDER WARRANT THE COMPATIBILITY OR OPERATION OF THE SERVICES WITH ALL HARDWARE AND SOFTWARE CONFIGURATIONS. WITHOUT LIMITING THE FOREGOING, CLIENT ACKNOWLEDGES THAT FEATURES OF THE PROSEEDER SERVICE DESIGNED TO RESTRICT ACCESS TO OR USE OF END USER FILES CANNOT PREVENT MANUAL COPYING OF DISPLAYED INFORMATION AND MAY NOT PREVENT ELECTRONIC OR DIGITAL CAPTURE OF DOCUMENT CONTENTS BY END USERS USING THIRD PARTY SOFTWARE DESIGNED TO CIRCUMVENT SUCH SYSTEM FEATURES. EXCEPT AS SET FORTH ABOVEIN THIS SECTION 8, YOU EXPRESSLY ACKNOWLEDGE PROSEEDER MAKES AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBACLIENT RECEIVES NO WARRANTIES, AND ANY APPLICABLE LICENSORSEXPRESS OR IMPLIED, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED REGARDING OR STATUORY, INCLUDING, BUT NOT LIMITED RELATING TO THE SUBJECT MATTER HEREOF. PROSEEDER DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND NONINFRINGEMENT WITH RESPECT TO THE SUBJECT MATTER HEREOF. CLIENT HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY WARRANTY, ACCURACYCONDITION, NON-INFRINGEMENT, GUARANTY OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS REPRESENTATION BY PROSEEDER OTHER THAN THOSE CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYAGREEMENT.
Appears in 1 contract
Warranties. SIMBA Each Party represents and warrants for a period to the other Party that it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder. Further, Company represents and warrants to PickNik that 1 xxxxx://xxxxxxxxxx.xxx/licenses/BSD-3-Clause Company will not provide any Company Data that infringes, misappropriates, or otherwise violates the rights of ninety (90) days from the date the PROGRAM is delivered any third party, including Intellectual Property Rights and other rights to you privacy. In addition, PickNik warrants to Company that the PROGRAM shall substantially conform to SIMBA provided written specificationsServices will be performed in a professional manner consistent with industry standards and will not purposefully include any code that contains any virus, time-bomb, trojan horse, or other such malicious code or any open source licensed under any “copy-left” type provisions without Company’s approval. In the event of PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any alleged breach of this warranty, re-perform the above express warrantiesServices which gave rise to the breach, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall beor, at SIMBAPickNik’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received paid by SIMBA Company for this licensethe portion of the Services that did not fulfill such warranty, provided that Company shall notify PickNik in writing of the breach within 30 days following performance of the defective Services, specifying the breach in reasonable detail. EXCEPT AS FOR THE EXPRESS WARRANTIES SET FORTH ABOVEIN THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THE SOFTWARE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", SERVICES ARE PROVIDED “WHERE AS-IS” BASIS WITHOUT AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACYWARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR CONDITION ARISING FROM COURSE OF PERFORMANCEWARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, COURSE OF DEALING BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR USAGE OF TRADE. XXXXX FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTSSOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR THAT SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE OPERATION OF THE PROGRAM SAME WILL BE ERROR FREE FROM SECURITY VULNERABILITIES OR UNINTERRUPTED, MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESSSOFTWARE, ACCURACYBACKGROUND TECHNOLOGY, RELIABILITYOPEN SOURCE SOFTWARE, OR OTHERWISE. NO ORAL SERVICES OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY WAY INCREASE APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 11.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SCOPE OF THIS WARRANTYSERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSES.
Appears in 1 contract
Samples: Master Service Agreement
Warranties. SIMBA Ricoh warrants for that the Services will be performed: (a) in a period of ninety good and workmanlike manner; (90b) using reasonable care and skill; and (c) according to the description contained in the applicable Order Form. Ricoh will re-perform any Services not in compliance with this warranty and brought to Ricoh’s attention in writing within a reasonable time, but in no event more than thirty (30) days from after such Services are performed, which shall be an exclusive remedy for such non-compliance. Customer acknowledges that Ricoh’s performance of Services is dependent upon Customer’s timely and effective performance of its responsibilities set forth in the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this licenseOrder Form. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH ABOVEHEREIN OR IN AN ORDER FORM, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY RICOH MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESSEXPRESS OR IMPLIED, IMPLIED WITH RESPECT TO ANY SERVICES OR STATUORYPRODUCTS PROVIDED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO THE WITHOUT LIMITATION, ANY IMPLIED WARRANTIES WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACYOR FREEDOM FROM INFRINGEMENT OR THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. NO WARRANTIES ARE CREATED BY ANY COURSE OF DEALING BETWEEN THE PARTIES, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE TRADE USAGE OR INDUSTRY CUSTOM. IN NO EVENT SHALL RICOH BE LIABLE TO CUSTOMER OR A THIRD PARTY FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF DEALING SOFTWARE, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR USAGE DELAY OF TRADEDELIVERY OF SERVICES UNDER THIS AGREEMENT. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTSRICOH ASSUMES NO OBLIGATION TO PROVIDE OR INSTALL ANY ANTI-VIRUS OR SIMILAR SOFTWARE, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE AND THE SCOPE OF THIS WARRANTYSERVICES CONTEMPLATED HEREBY DOES NOT INCLUDE ANY SUCH SERVICES.
Appears in 1 contract
Samples: Master Service Agreement
Warranties. SIMBA warrants Company is not responsible for the availability or the quality, accuracy, integrity, fitness, safety, reliability, legality, or any other aspect of any Services that the Participant may purchase or connect to through the Program, or any descriptions, promises or other information related to the foregoing. It is the sole responsibility of the Participant to ensure that its employees and staff have adequate training. All Services and information provided hereunder are for the convenience of the Participant alone and are for informational purposes only. Participant assumes all responsibilities and liability associated with utilization or implementation of any information obtained from the Program. The content and resources found and available for download through the Program are not intended as, and shall not be understood or construed as legal, financial, tax, medical, health, or any other professional advice and you agree to use any such content or resources at your own personal, professional, commercial, and legal risk. Company expressly disclaims all warranties for the information provided under the Program, including warranties of fitness for a period of ninety (90) days from the date the PROGRAM particular purpose. Participant understands that it is delivered getting access to you information only and that the PROGRAM shall substantially conform to SIMBA provided written specificationsNO RESULTS ARE GUARANTEED. In the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE COMPANY DOES NOT REPRESENT THAT THE USE PROGRAM OR COMPANY’S SERVICES WILL MEET PARTICIPANT’S REQUIREMENTS OR THAT THE OPERATION OF THE PROGRAM IS AT YOUR SOLE RISKOR COMPANY’S SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SIMBAPARTICIPANT ACKNOWLEDGES THAT IT HAS INDEPENDENTLY EVALUATED THE PROGRAM AND COMPANY’S SERVICES AND THEIR ABILITY TO MEET THE NEEDS OF PARTICIPANT AND THE NEEDS OF PARTICIPANT’S BUSINESS. COMPANY DISCLAIMS, AND ANY APPLICABLE LICENSORSPARTICIPANT HEREBY EXPRESSLY WAIVES, PROVIDES THE PROGRAM (INCLUDINGALL OTHER REPRESENTATIONS, BUT NOT LIMITED TOCONDITIONS, ANY DOCUMENTATION OR WARRANTIES, EXPRESS AND SUPPORT) ON AN "AS IS"IMPLIED, “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-NON- INFRINGEMENT, OR CONDITION AND ANY CLAIMS ARISING FROM COURSE OF PERFORMANCE, A COURSE OF DEALING OR USAGE OF OR TRADE. XXXXX DOES PARTICIPANT MAY NOT WARRANT THAT THE FUNCTIONS CONTAINED MAKE ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, ON BEHALF OF COMPANY, ITS AFFILIATES OR THEIR RESPECTIVE THIRD-PARTY PROVIDERS OR LICENSORS TO ANY AUTHORIZED USER OR ANY OTHER PARTY IN CONNECTION WITH THE PROGRAM WILL MEET YOUR REQUIREMENTSOR COMPANY’S SERVICES WITHOUT COMPANY’S EXPRESS PRIOR WRITTEN CONSENT. Non-Disparagement Participant agrees that they will not engage in any conduct or communications with a third party, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTEDpublic or private, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTEDdesigned to disparage Company. FURTHERMORENeither Participant nor any of Participant’s associates, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESSemployees, ACCURACYagents, RELIABILITYrepresentatives, OR OTHERWISEor affiliates will directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, publish, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the Company or any of its programs, participants, owner directors, officers, Affiliates, subsidiaries, employees, agents or representatives. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYParticipant further agrees that neither they nor anyone acting on their behalf will publish, post, or otherwise release any material in written or electronic format, make speeches, gain interviews, or make public statements that mentioned Company, its Program, operations, clients, customers, employees, vendors, products, or services without the prior written consent of an authorized representative of Company.
Appears in 1 contract
Samples: Online Terms of Service
Warranties. SIMBA Exaget warrants that the Software materially conforms to the specifications and descriptions of the Software as included on the Exaget web site (Xxxxxx.xxx) at the time of signature of this Agreement or the delivery of the Software, whichever is earlier (“Specification”). The period for a period of this warranty is ninety (90) days from the date of delivery or installation, whichever is earlier. Should the PROGRAM Software not materially conform with the Specification and provided that Customer notifies Exaget thereof during the warranty period, Exaget will render the Software so that it conforms with the Specification or revoke this license and give Customer full refund of the license fees paid by Customer for the use of the Software. Exaget is delivered to you that not responsible for the PROGRAM operation of an external telecommunications operator or the operation or malfunctions of telecommunication links, public data network or public communications provided by the telecommunications operator. The Software shall substantially conform to SIMBA provided written specificationsnot be considered materially dysfunctional if the Customer provides services upon the application. In Notwithstanding the event of any alleged breach warranty provisions of the above express warrantiesparagraph, you Exaget shall report have no warranty obligations if (i) Customer has used or is using the details of Software in a manner or in such alleged breach environment that does not conform to Exaget's written instructions or the provisions in writing to SIMBA within the specified ninety Software documentation, (90ii) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM Customer or any portion thereof necessary third party has modified, or attempted to remedy modify the breach Software, (iii) errors are caused by Customer’s software or hardware malfunctions or failures, or (iv) Customer has refused to refund the fees actually received implement any changes recommended by SIMBA for this licenseExaget. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISKEXAGET MAKES NO OTHER WARRANTIES. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX EXAGET DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM SOFTWARE WILL MEET YOUR REQUIREMENTS, THE CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE OR IN ALL COMBINATIONS SELECTED FOR USE. ESPECIALLY THERE ARE NO EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO IMPLIED NON-INFRINGEMENT WARRANTY AND ANY WARRANTY IS STRICTLY LIMITED TO WHAT IS EXPRESSLY AGREED. CERTAIN ELEMENTS OF THE SOFTWARE ARE LICENSED FROM THIRD PARTIES FREE OF CHARGE OR COMMERCIALLY. THERE IS NO WARRANTY FOR THOSE ELEMENTS OF THE PROGRAM, TO THE EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT WHEN OTHERWISE STATED IN WRITING, EXAGET, THE COPYRIGHT HOLDERS AND/OR OTHER PARTIES PROVIDE THOSE ELEMENTS OF THE PROGRAM WILL BE ERROR FREE "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR UNINTERRUPTEDIMPLIED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMOREINCLUDING, XXXXX DOES BUT NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING LIMITED TO, THE USE OR THE RESULTS WARRANTIES OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESSMERCHANTABILITY, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE FITNESS FOR A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYPARTICULAR PURPOSE AND NON-INFRINGEMENT.
Appears in 1 contract
Samples: Personalised App License Terms
Warranties. SIMBA Each party represents and warrants for a period to the other party that, as of ninety (90) days from the date hereof: (i) it has full power and authority to execute and deliver the PROGRAM Agreement; (ii) the Agreement has been duly authorized and executed by an appropriate employee of such party; (iii) the Agreement is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event a legally valid and binding obligation of any alleged breach such party; and (iv) its execution, delivery and/or performance of the above express warrantiesAgreement does not conflict with any agreement, you shall report the details of such alleged breach in writing understanding or document to SIMBA within the specified ninety (90) day warranty periodwhich it is a party. If such alleged breach is reported as required and substantiated by SIMBAVWORK WARRANTS THAT ANY AND ALL SERVICES PROVIDED BY IT HEREUNDER SHALL BE PERFORMED IN A PROFESSIONAL MANNER CONSISTENT WITH PREVAILING INDUSTRY STANDARDS, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE SOFTWARE WILL PERFORM SUBSTANTIALLY IN MATERIAL ACCORDANCE WITH THE AGREEMENT AND APPLICABLE DOCUMENTATION PROVIDED BY VWORK. CLIENT’S EXCLUSIVE REMEDY FOR ANY BREACH OF THESE WARRANTIES SHALL BE TO TERMINATE THE PROGRAM IS AT YOUR SOLE RISKAGREEMENT FOR CAUSE. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED EXTENT PERMITTED BY APPLICABLE LAW, VWORK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION INFRINGEMENT (EXCEPT FOR THE INFRINGEMENT INDEMNIFICATION PROVIDED HEREUNDER) AND ANY WARRANTIES ARISING FROM A COURSE OF PERFORMANCEDEALING, COURSE OF DEALING USAGE OR USAGE OF TRADETRADE PRACTICE. XXXXX DOES NOT WARRANT CLIENT UNDERSTANDS THAT THE FUNCTIONS CONTAINED IN SOFTWARE IS SOFTWARE-AS-A-SERVICE. ACCORDINGLY, SOFTWARE ENHANCEMENTS MAY BE MADE BY VWORK ON A PERIODIC BASIS, AND CLIENT WILL ONLY HAVE ACCESS TO THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION MOST RECENT VERSION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYSOFTWARE.
Appears in 1 contract
Samples: Limited Subscription Agreement
Warranties. SIMBA Each Party represents and warrants for a period to the other Party that it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder. Further, Company represents and warrants to PickNik that 1 xxxxx://xxxxxxxxxx.xxx/xxxxxxxx/XXX-0-Xxxxxx Company will not provide any Company Data that infringes, misappropriates, or otherwise violates the rights of ninety (90) days from the date the PROGRAM is delivered any third party, including Intellectual Property Rights and other rights to you privacy. In addition, PickNik warrants to Company that the PROGRAM shall substantially conform to SIMBA provided written specificationsServices will be performed in a professional manner consistent with industry standards and will not purposefully include any code that contains any virus, time-bomb, trojan horse, or other such malicious code or any open source licensed under any “copy-left” type provisions without Company’s approval. In the event of PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any alleged breach of this warranty, re-perform the above express warrantiesServices which gave rise to the breach, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall beor, at SIMBAPickNik’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received paid by SIMBA Company for this licensethe portion of the Services that did not fulfill such warranty, provided that Company shall notify PickNik in writing of the breach within 30 days following performance of the defective Services, specifying the breach in reasonable detail. EXCEPT AS FOR THE EXPRESS WARRANTIES SET FORTH ABOVEIN THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THE SOFTWARE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", SERVICES ARE PROVIDED “WHERE AS-IS” BASIS WITHOUT AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACYWARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR CONDITION ARISING FROM COURSE OF PERFORMANCEWARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, COURSE OF DEALING BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR USAGE OF TRADE. XXXXX FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTSSOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR THAT SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE OPERATION OF THE PROGRAM SAME WILL BE ERROR FREE FROM SECURITY VULNERABILITIES OR UNINTERRUPTED, MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESSSOFTWARE, ACCURACYBACKGROUND TECHNOLOGY, RELIABILITYOPEN SOURCE SOFTWARE, OR OTHERWISE. NO ORAL SERVICES OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY WAY INCREASE APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 11.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SCOPE OF THIS WARRANTYSERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSES.
Appears in 1 contract
Samples: Master Service Agreement
Warranties. SIMBA Subject to the Limitations set forth elsewhere in this Agreement: Licensor warrants that it has the right to license the rights granted under this Agreement to use Licensed Materials, that it has obtained any and all necessary permissions from third parties to license the Licensed Materials, and that use of the Licensed Materials by Authorized Users in accordance with the terms of this Agreement shall not infringe the copyright of any third party. Licensor warrants that the physical medium, if any, on which the Licensed Materials is provided to Licensee will be free from defects for a period of ninety (90) days from delivery. XIII. LIMITATIONS ON WARRANTIES Notwithstanding anything else in this Agreement: Neither party shall be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, arising out of the date use of or the PROGRAM is delivered inability to you use the Licensed Materials. Licensor makes no representation or warranty, and expressly disclaims any liability with respect to the content of any Licensed Materials, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information. Except for the express warranties stated herein, the Licensed Materials are provided on an "as is" basis, and Licensor disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Materials or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. Licensor makes no warranties respecting any harm that may be caused by the PROGRAM transmission of a computer virus, worm, time bomb, logic bomb or other such computer program. Licensor further expressly disclaims any warranty or representation to Authorized Users, or to any third party. XIV. ItfDEMtfITIES The Licensor shall substantially conform to SIMBA provided written specificationsindemnify and hold Licensee and Authorized Users harmless for any losses, claims, damages, awards, penalties, or injuries incurred, including reasonable attorney's fees, which arise from any claim by any third party of an alleged infringement of copyright or any other property right arising out of the use of the Licensed Materials by the Licensee or any Authorized User. In NO LIMITATION OF LIABILITY SET FORTH ELSEWHERE IN THIS AGREEMENT IS APPLICABLE TO THIS INDEMNIFICATION. Each party shall indemnify and hold the event of other harmless for any losses, claims, damages, awards, penalties, or injuries incurred, including reasonable attorney's fees, which arise from any alleged breach of such indemnifying party's representations and warranties made under this Agreement, provided that the above express warranties, you indemnifying party is promptly notified of any such claims. The indemnifying party shall report have the details of right to defend such alleged breach claims at its own expense. The other party shall provide assistance in writing investigating and defending such claims as the indemnifying party may reasonably request and have the right to SIMBA within participate in the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, defense at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYits own expense.
Appears in 1 contract
Samples: License Agreement
Warranties. SIMBA Each party represents and warrants for a period to the other party that, to the best of ninety its knowledge: (90a) days from the date signatory signing this Agreement on its behalf has the PROGRAM is delivered right to you that sign this Agreement; (b) this Agreement does not and shall not conflict with any other agreement entered into by it; and (c) it owns (or has been duly licensed to use) all rights in its Brands required in order to grant the PROGRAM shall substantially conform to SIMBA provided written specificationslicenses granted herein. EXCEPT FOR THE FOREGOING WARRANTIES, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, BOTH PARTIES (AND ECHEZ ON BEHALF OF ITS THIRD PARTY SUPPLIERS) DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, CONCERNING OR RELATED TO THIS AGREEMENT, AND ALL ORDER FORMS, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ECHEZ DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE RESULTS OF THE USE OR THE BENEFITS OF THE SERVICES, OR ANY INFORMATION CONTAINED THEREIN OR OTHERWISE PROVIDED PURSUANT TO THIS AGREEMENT. NO ECHEZ PERSONNEL IS AUTHORIZED TO MAKE ANY EXPANSION, MODIFICATION OR ADDITION TO THIS LIMITATION OR THE EXCLUSION OF WARRANTIES IN THIS AGREEMENT. In the event of any alleged breach of the above express warrantieswarranties contained in this Agreement, you the sole and exclusive liability of the breaching party shall report the details of such alleged breach in writing be to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA use commercially reasonable e"orts to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this licensecorrect such breach. EXCEPT AS SET FORTH ABOVEREGARDING THE ANALYTICS SERVICES, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBALEADS, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "MARKETING SERVICES ARE PROVIDED “AS IS"”, “WHERE IS” BASIS WITHOUT ”. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED WARRANTIES TO THE IMPLIED OTHER, AND ALL IMPLIED, STATUTORY OR OTHER WARRANTIES ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACYCOMPLIANCE WITH THE LAWS, NON-INFRINGEMENT, TITLE, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, BASED ON COURSE OF DEALING OR USAGE OF TRADE. XXXXX ECHEZ DOES NOT WARRANT GUARANTEE THAT THE FUNCTIONS CONTAINED IN INFORMATION PROVIDED BY THE PROGRAM WILL MEET YOUR REQUIREMENTSCONSUMER IS ACCURATE OR COMPLETE, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF TO BE ACHIEVED FROM THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESSLEADS, ACCURACY, RELIABILITY, INCLUDING ANY SPECIFIC CUSTOMER CONVERSION RATES. COMPANY UNDERSTANDS AND ACCEPTS THAT LEADS AND CONTACT INFORMATION COLLECTED HAVE NOT BEEN SCREENED OR OTHERWISE. NO ORAL VALIDATED BY ECHEZ AND ARE NOT GUARANTEED TO BE ACCURATE OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.ERROR-FREE
Appears in 1 contract
Samples: Conditions of Services Agreement
Warranties. SIMBA (a) Lessee warrants that each item of equipment will be installed at the location designated in the Supplement and will be kept in good repair, condition and working order and that upon satisfactory inspection and certification for a period maintenance by manufacturer Lessee will fully and finally accept each item of ninety (90) days from the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specificationsequipment under this Lease. In the event of any alleged breach On occurrence of the above express warrantiesaforementioned events, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE Lessee will execute concurrently herewith Supplement I-A. LESSEE HAS SELECTED BOTH THE EQUIPMENT AND AGREE THAT THE USE MANUFACTURER OR OTHER SUPPLIER OF THE PROGRAM IS AT YOUR SOLE RISKEQUIPMENT. SIMBALESSOR HAS NOT MADE AND MAKES NO WARRANTY, AND EXPRESS OR IMPLIED, AS TO ANY APPLICABLE LICENSORSMATTER WHATSOEVER, PROVIDES INCLUDING THE PROGRAM (INCLUDINGCONDITION OF THE EQUIPMENT, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED ITS MERCHANTABILITY OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, ITS FITNESS FOR A ANY PARTICULAR PURPOSE, ACCURACYAND EXPRESSLY DISCLAIMS THE SAME, NON-INFRINGEMENTAND, AS TO LESSOR, LESSEE LEASES THE EQUIPMENT AS IS. LESSOR SHALL HAVE NO LIABILITY TO LESSEE FOR ANY CLAIM, LOSS OR DAMAGE, WHETHER INCIDENTAL OR CONSEQUENTIAL, CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY ANY OF THE EQUIPMENT, BY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT THEREIN, BY ANY INCIDENT WHATSOEVER IN CONNECTION THEREWITH, ARISING IN STRICT LIABILITY, NEGLIGENCE, GROSS NEGLIGENCE OR OTHER MALFEASANCE, OR CONDITION IN ANY RELATED TO OR ARISING FROM COURSE OUT OF PERFORMANCETHIS AGREEMENT AND WHETHER INVOLVING PERSONAL INJURY, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, PROPERTY DAMAGE OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYNotwithstanding the foregoing, Lessee shall be entitled to the benefit of any applicable manufacturer's warranties, and, to the extent assignable, such warranties are hereby assigned, until termination of said warranty or expiration of this Lease, whichever occurs first, and so long as no default has occurred and is continuing, by Lessor to Lessee for the benefit of Lessee.
Appears in 1 contract
Samples: Master Lease (Paper Warehouse Inc)
Warranties. SIMBA Noble warrants that, for a period of ninety thirty (9030) days from following Client acceptance of the date Licensed Software furnished under this Agreement or the PROGRAM is delivered deliverables provided pursuant to you that a Work Order hereunder (the PROGRAM shall "Warranty Period"), the Licensed Software, exclusive of Third Party Materials, will substantially conform to SIMBA provided written specificationsthe accepted level of performance as set forth in Section 5.2(a) ("Warranty"). To the extent that Client notifies Noble in writing during the applicable Warranty Period of any material non‐conformity of the Licensed Software or deliverables with such acceptance level, and provides Noble with (a) Client's estimation of the severity of such non‐ conformity and (b) such printouts, typescripts, documentation and other details of such non‐conformity as Noble shall request, Noble's sole obligations to use reasonable commercial measures to remedy or provide a work‐around for such defect. In determining the timing of its response, Noble shall be entitled to take into account the severity of the defect. In the event that Noble determines that the Licensed Software is not defective in such respect, Client shall reimburse Noble for its services at Noble's then current consulting rate for such services. To the extent its agreement with a supplier of Third Party Materials permits, Noble shall pass through to Client any performance warranty relative to such Third Party Materials; provided, however, that Noble makes no additional or supplemental warranty with respect thereto. Noble warrants that it has, and on the date of acceptance of the Licensed Software will have, the full right and authority to grant this license and that neither this license nor performance under this Agreement does or shall conflict with any other agreement or obligation to which Noble is a party or by which it is bound. Noble warrants that its technical and consulting services will be of a professional quality conforming to generally accepted industry standards and practices. During the thirty (30) day period following completion of any alleged such services, Noble shall, upon receipt of written notice from Client describing a breach of the above express warrantiesforegoing Warranty in such reasonable detail as is requested by Noble, you perform the services described in such written notice so as to conform to generally‐accepted industry standards and practices. These warranties do not cover defects or nonperformance due to causes and products external to the Licensed Software, and are not valid with respect to such defects or nonperformance. If the Licensed Software is not in substantial compliance with the warranties contained in this Agreement at the end of the Warranty Period, Noble shall report extend the details Warranty Period until the Licensed Software is brought into such compliance. If any modification is made to the Licensed Software by Client without Noble's approval, this Warranty shall immediately be terminated with respect to such modified software. Correction for difficulties or defects traceable to Client's unauthorized modifications or unauthorized systems changes shall be billed to Client at Noble's standard time and material charges. Noble makes no warranties with regard to Third Party Materials. Along with the transfer of title, Noble agrees to transfer and assign to Client all of Noble's rights and interests in and with respect to all purchase agreements for Third Party Materials being supplied under this Agreement between Noble and other manufacturers and distributors, subject to any limitations set forth in such agreements relating to such transfers. Upon request by Client, all purchase agreements will be submitted to Client for prior approval. Noble will execute any documents or instruments reasonably necessary to effect the transfer and assignment of Noble's rights and interests thereunder. Noble makes no representation as to the effectiveness, adequacy or enforceability of such alleged breach in writing transferred rights. Except as otherwise specifically provided by this Agreement, Noble's sole liability for any damages relating to SIMBA within the specified ninety (90a) day warranty periodperformance of the Licensed Software and sufficiency of the services hereunder or (b) matters covered by this Warranty, shall be limited to the provisions of this Section 9 regardless of whether any liability is based on contract or other theory. If such alleged breach is reported as required and substantiated by SIMBATHE WARRANTIES IN THIS SECTION 9 ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY NOBLE. NOBLE MAKES AND CLIENT RECEIVES NO ADDITIONAL WARRANTY, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED IMPLIED, OR STATUORYSTATUTORY, INCLUDING, INCLUDING BUT NOT LIMITED TO THE IMPLIED ALL WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL AGENT, CONTRACTOR OR WRITTEN INFORMATION EMPLOYEE OF NOBLE, EXCEPT NOBLE'S DULY AUTHORIZED REPRESENTATIVE, IS AUTHORIZED TO ALTER OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A EXCEED THE WARRANTY OR IN ANY WAY INCREASE THE SCOPE OBLIGATIONS OF THIS WARRANTYNOBLE AS SET FORTH HEREIN.
Appears in 1 contract
Samples: S Agreement
Warranties. SIMBA warrants All conditions, terms, representations and warranties that are not expressly stated in this Agreement, whether oral or in writing or whether imposed by statute or operation of law or otherwise, including, without limitation, the implied warranty of satisfactory quality and fitness for a period particular purpose are hereby excluded. In particular and without prejudice to that generality, VAT API shall not be liable to the Customer as a result of ninety any viruses introduced or passed on to the Customer. INDEMNITY The Customer agrees to indemnify and hold VAT API and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against VAT API arising out of any breach by the Customer of the terms of this Agreement. VAT API will indemnify and hold the Customer harmless, from and against any claim against the Customer by reason of Your use of the Service as permitted hereunder, brought by a third party alleging that the Service infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret (90an “IP Claim”). VAT API shall, at its expense, defend such IP Claim and pay damages finally awarded against the Customer in connection therewith, including the reasonable fees and expenses of the attorneys engaged by VAT API for such defence, provided that (a) days from the Customer promptly notify VAT API of the threat or notice of such IP Claim, (b) VAT API will have the sole and exclusive control and authority to select defence attorneys, defend and/ or settle any such IP Claim; and (c) the Customer fully cooperate with VAT API in connection therewith. If Your use of the Service has become, or in VAT API’s opinion is likely to become, the subject of any such IP Claim, VAT API may at its option and expense (a) procure for the Customer the right to continue using the Service as set forth hereunder; (b) replace or modify the Service to make it non-infringing; or (c) if options (a) or (b) are not commercially and reasonably practicable as determined by VAT API , terminate Your subscription to the Service and repay the Customer, on a pro-rated basis, any Subscription Charges previously paid to VAT API for the corresponding unused portion of Your Subscription Term. VAT API will have no liability or obligation under this Section with respect to any IP Claim if such claim is caused in whole or in part by (a) compliance with designs, data, instructions or specifications provided by the Customer; (b) modification of the Service by anyone other than VAT API ; or (c) the combination, operation or use of the Service with other hardware or software where the Service would not by itself be infringing. Licensor shall not settle or compromise any IP Claim that imputes fault or liability upon the Customer without your prior written consent. LIMITATION OF LIABILITY Excluding VAT API's indemnity obligations for third party IP infringement claims, the entire liability of VAT API to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Service under this Agreement in respect of which the breach has arisen. In no event shall VAT API be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or VAT API had been made aware of the possibility of the Customer incurring such a loss. TERM AND TERMINATION This Agreement will become effective on the date the PROGRAM Service is delivered to you that ordered. A Customer may terminate their Service immediately at anytime and VAT API may terminate this agreement upon giving the PROGRAM shall substantially conform to SIMBA provided Customer 30 days written specificationsnotice. In the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach addition either party may terminate this Agreement forthwith by notice in writing to SIMBA the other if:- • the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the specified ninety other party to do so; or • the other party commits a material breach of this Agreement which cannot be remedied under any circumstances; or - • the other party passes a resolution for winding up (90) day warranty periodother than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or - • the other party ceases to carry on its business or substantially the whole of its business; or - • the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets. • Any rights to terminate this Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of this Agreement as at the date of termination. • On termination all data held in the customers account will be deleted. If such alleged the Customer terminates for VAT API’s material breach then the Customer is reported as required and substantiated by SIMBA, your exclusive remedies shall be, entitled to a refund of any pre-paid subscription fee for the remaining term on a pro rata basis. ASSIGNMENT • VAT API may assign or otherwise transfer this Agreement at SIMBA’s sole option, for SIMBA to promptly repair any time. • The Customer may not assign or replace the PROGRAM otherwise transfer this Agreement or any portion thereof necessary part of it without VAT API's prior written consent which shall not be unreasonably withheld. • FORCE MAJEURE Neither party shall be liable for any delay or failure to remedy perform any of its obligations if the breach delay or failure results from events or circumstances outside its reasonable control, including but not limited to refund acts of God, strikes, lock outs, accidents, war, fire, the fees actually received act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet Service Provider, or the delay or failure in manufacture, production, or supply by SIMBA for this license. EXCEPT AS SET FORTH ABOVEthird parties of equipment or services, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYand the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
Appears in 1 contract
Samples: vatapi.com
Warranties. SIMBA warrants Xxxxxxxx’ warranties, including, without limitation, warranties with respect to the design, materials, workmanship, merchantability, fitness for a period purpose and performance of ninety (90) days its Products, shall be limited exclusively to those specifically expressed in writing from time to time by Xxxxxxxx. Any such warranty shall run directly from Xxxxxxxx to the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event of any alleged breach ultimate consumer of the above express warrantiesProducts and shall not be enlarged, you diminished or otherwise altered or amended in any manner by Eternal Image. Eternal Image shall report make no representation regarding Xxxxxxxx’ warranty, if any, covering the details of such alleged breach Products but shall refer its customers to Xxxxxxxx’ printed warranty standard in writing to SIMBA within the specified ninety (90) day warranty periodeffect at that time, if any. If such alleged breach is reported as required and substantiated by SIMBAAS BETWEEN XXXXXXXX AND ETERNAL IMAGE, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVEEXPRESSLY PROVIDED HEREIN, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE XXXXXXXX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR BY OPERATION OF LAW OR OTHERWISE, CONTAINED IN OR DERIVED FROM THIS AGREEMENT, ANY OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBAEXHIBITS ATTACHED HERETO OR IN ANY OTHER MATERIALS, AND ANY APPLICABLE LICENSORSBROCHURES, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED PRESENTATIONS OR STATUORYOTHER DOCUMENTS OR COMMUNICATIONS WHETHER ORAL OR WRITTEN, INCLUDING, BUT NOT LIMITED TO THE WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Eternal Image represents and warrants to Xxxxxxxx that in addition to having all right title and interest in Eternal Image’s proprietary trademarks and logos, ACCURACYEternal Image is fully vested and authorized, NON-INFRINGEMENTpursuant to exclusive licensing agreements, OR CONDITION ARISING FROM COURSE OF PERFORMANCEto commercially exploit on funeral products, COURSE OF DEALING OR USAGE OF TRADEincluding caskets, urns, memorial stones and medals, the trademarks, and logos of The Vatican Observatory and Star Trek Marks subject to this Agreement and any other Marks. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYEternal Image represents and warrants that it shall use its best efforts to maintain said exclusive rights to the Marks during the Term hereof and shall specifically fulfill all of Xxxxxxxx’ contractual obligations set forth in any such licensing agreement regarding the Products.
Appears in 1 contract
Samples: Eternal Image Inc
Warranties. SIMBA warrants for a period of ninety (90) days from Subject to the date limitations set forth below, in the PROGRAM is delivered to you event that the PROGRAM shall substantially conform Equipment installed by Rhythms in connection with the provisioning of ESS service hereunder is determined to SIMBA provided written specifications. In be defective or otherwise becomes non-operational during the event term of any alleged breach this Agreement, Rhythms will promptly deliver replacement Equipment to the Company or affected remote access endpoint upon receipt of notice of a malfunction of the above express warrantiesEquipment, you shall report and the details of such alleged breach in writing Company agrees to SIMBA within cause the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA defective or non-operational Equipment to be promptly repair or replace the PROGRAM or any portion thereof necessary returned to remedy the breach or to refund the fees actually received by SIMBA for this licenseRhythms. EXCEPT AS SPECIFICALLY SET FORTH ABOVEIN THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE RHYTHMS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ESS SERVICE AND/OR THE EQUIPMENT. RHYTHMS SPECIFICALLY DISCLAIMS ANY AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM ALL IMPLIED WARRANTIES (INCLUDING, BUT NOT LIMITED TOWITHOUT LIMITATION, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE) OF TITLE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS. THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ANY OTHER WARRANTY, ACCURACYWRITTEN OR ORAL, NON-INFRINGEMENTSTATUTORY, EXPRESS OR CONDITION ARISING FROM COURSE OF PERFORMANCEIMPLIED. Any warranties provided by Rhythms under this Agreement shall not apply to any situation where (a) any ESS service, COURSE OF DEALING OR USAGE OF TRADEEquipment or other service has been installed or serviced by anyone other than Rhythms or its authorized Rhythms Installers, (b) the Equipment has experienced neglect, misuse or unusual damage, and/or (c) any ESS service, Equipment or other service is not used in compliance with applicable law or the operating instructions established by Rhythms or the original manufacturer. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTSExcept as expressly provided in this Agreement, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTEDthis Agreement shall not provide third parties (including each of the persons using ESS service at each remote access endpoint of the Company) with any rights, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTEDprivileges, causes of action or claims against Rhythms. FURTHERMOREThe credit allowances available under, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESSand provided in accordance with the provisions of, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYthe Service Level Agreement shall constitute the sole and exclusive remedy of the Company with respect to any temporary interruption or degradation of any services provided by Rhythms hereunder.
Appears in 1 contract
Samples: Enterprise Services Solution Agreement (Iphysician Net Inc)
Warranties. SIMBA CONTRACTOR warrants that the equipment (as opposed to any software) furnished by CONTRACTOR is free from defects in materials and workmanship for a period of ninety (90) days from the date of completion of the PROGRAM installation by CONTRACTOR; provided, however, that if the equipment is delivered not manufactured by CONTRACTOR and is covered under a manufacturer’s warranty for a shorter period, CONTRACTORS warranty will be limited to you the term of the manufacturer’s warranty (the “Warranty Period”). If during the Warranty Period, any part of the equipment does not function as warranted and provided, as a condition precedent, that the PROGRAM shall substantially conform Customer notifies CONTRACTOR during the Warranty Period, CONTRACTOR will determine, at its sole discretion, to SIMBA provided written specificationseither i) repair the equipment; or ii) replace it with a new or functionally operative part. In CONTRACTOR warrants that services will be performed in a good and workmanlike manner during the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty Warranty period. If such alleged breach services are not performed as warranted and CONTRACTOR is reported notified as required and substantiated a condition precedent, in writing by SIMBAthe Customer within the Warranty Period, your exclusive remedies shall beCONTRACTOR will re-perform the non-conforming services. THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, at SIMBA’s sole optionEXPRESS OR IMPLIED, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES THOSE OF MERCHANTABILITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR SPECIFIC PURPOSE. All other warranties are expressly disclaimed and waived. THE CUSTOMER’S EXCLUSIVE REMEDY WITH RESPECT TO ANY AND ALL LOSSES OR DAMAGES RESULTING FROM ANY CAUSE WHATSOEVER, ACCURACYINCLUDING CONTRACTORS' NEGLIGENCE, NON-INFRINGEMENTIS REPAIR OR REPLACEMENT OR AS SPECIFIED ABOVE. CONTRACTORS’ warranties will be voided by misuse, OR CONDITION ARISING FROM COURSE OF PERFORMANCEaccident, COURSE OF DEALING OR USAGE OF TRADEdamage, abuse, alteration, modification, failure to maintain proper physical or operating environment, use of unauthorized parts or components, improper Customer maintenance or repair by Customer or third parties without the supervision of and prior written approval of CONTRACTOR, or if CONTRACTORS’ serial numbers or warranty date decals have been removed or altered. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYCustomer must promptly report any failure of the Equipment to CONTRACTOR in writing.
Appears in 1 contract
Samples: General Services Agreement
Warranties. SIMBA warrants We warrant that during an applicable subscription term (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for a period protection of ninety the security, confidentiality and integrity of Your Data, (90b) days from We will not materially decrease the date overall security of the PROGRAM is delivered Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) subject to you that the PROGRAM shall substantially conform to SIMBA provided written specifications“Integration with Non-SPECIFI Applications” section above, We will not materially decrease the overall functionality of the Services. In the event of For any alleged breach of the above express warrantiesa warranty above, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your Your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair are those described in the “Termination” and “Refund or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this licensePayment upon Termination” sections below. • EXCEPT AS SET FORTH ABOVEEXPRESSLY PROVIDED HEREIN, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, EITHER WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED OR STATUORYWARRANTIES, INCLUDING, BUT NOT LIMITED TO THE INCLUDING ANY IMPLIED WARRANTIES WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR CONDITION ARISING FROM COURSE OF PERFORMANCEDAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS. Mutual Indemnification • Indemnification by Us. We will defend You against any claim, COURSE OF DEALING OR USAGE OF TRADEdemand, suit or proceeding made or brought against You by a third party alleging that any Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a settlement approved by Us in writing of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTSIf We receive information about an infringement or misappropriation claim related to a Service, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTEDWe may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTEDwithout breaching Our warranties under “SPECIFI® Warranties” above, (ii) obtain a license for Your continued use of that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for that Service upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the term of the terminated subscriptions. FURTHERMOREThe above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESSa Non-SPECIFI Application or Your use of the Services in violation of this Agreement, ACCURACYthe Documentation or applicable Order Forms. • Indemnification by You. You will defend Us against any claim, RELIABILITYdemand, OR OTHERWISEsuit or proceeding made or brought against Us by a third party alleging that any of Your Data infringes or misappropriates such third party’s intellectual property rights, or arising from Your use of the Services or Content in violation of the Agreement, the Documentation, Order Form or applicable law (each a “Claim Against Us”), and You will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a settlement approved by You in writing of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.• Exclusive Remedy. This Section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 10. Limitation of liability
Appears in 1 contract
Samples: Agreement
Warranties. SIMBA warrants for a period of ninety (90) days from the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS THE WARRANTIES OF THE LESSOR SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE IN THIS ARTICLE 8 ARE ---------- EXCLUSIVE AND AGREE THAT THE USE IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBALESSOR WHETHER STATUTORY, WRITTEN, ORAL OR IMPLIED, AND ANY APPLICABLE LICENSORSTHE LESSOR HAS NOT MADE AND DOES NOT HEREBY MAKE, PROVIDES NOR SHALL IT BE DEEMED BY VIRTUE OF HAVING LEASED THE PROGRAM (INCLUDING, BUT NOT LIMITED TOEQUIPMENT PURSUANT TO THIS AGREEMENT TO HAVE MADE, ANY DOCUMENTATION AND SUPPORT) ON AN "REPRESENTATION OR WARRANTY AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENTDESIGN OR CONDITION OF, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT AS TO THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION QUALITY OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTEDWORKMANSHIP IN, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTEDTHE EQUIPMENT, but the Lessor authorizes the Lessee, at the Lessee's expense, to assert during the Term, so long as no Default or Event of Default shall have occurred and be continuing, all of the Lessor's rights under any previous manufacturer's, vendor's or dealer's warranty with respect to the Equipment, and the Lessor agrees to cooperate with the Lessee in asserting such rights in order to obtain the benefit thereof; provided, however, that the Lessee shall not attempt to -------- ------- enforce such rights unless (i) the Lessee shall first notify the Lessor of the Lessee's intention to enforce such rights and shall furnish to the Lessor such information with respect thereto as the Lessor may reasonably request and (ii) the enforcement of the rights does not, in the Lessor's reasonable judgment, involve any danger of sale, forfeiture or loss of any Unit or create the danger of the Lessor's incurring criminal liability or other liability for which indemnification by the Lessee, satisfactory to the Lessor, of the Lessor and all other Indemnified Parties is not provided. FURTHERMOREAny amount received by the Lessee as payment under any warranty pursuant to the above authorization shall be applied to restore the Equipment to as good a condition as it was or should have been (but for defects giving rise to such payment under warranty) when delivered by the Lessee to the Lessor hereunder, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESSordinary wear and tear excepted, ACCURACYwith the balance of such amount, RELIABILITYif any, OR OTHERWISEto be paid over to the Lessor unless such balance was paid or awarded to the Lessee as compensation for any interruption in the use of the Equipment or other damage suffered by the Lessee during the Term in which case such balance shall be deposited in the Project Control Account. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYThe provisions of this section have been negotiated and agreed to by the parties hereto and, except to the extent otherwise expressly provided in this section, are intended to be a complete negation and exclusion of any representations or warranties by the Lessor, express or implied, whether arising pursuant to the UCC or any similar law now or hereafter in effect, or otherwise.
Appears in 1 contract
Samples: Agreement and Lease (It Group Inc)
Warranties. SIMBA Subject to the conditions and limitations of liability stated herein, TVI Electronics warrants for a period of ninety (90) days from the date delivery of the PROGRAM is delivered to you Licensed Product(s) hereunder that the PROGRAM shall substantially such Licensed Product(s), as so delivered, will materially conform to SIMBA provided written specificationsthe then-current Documentation. In addition, TVI Electronics warrants the event media on which the Licensed Product(s) are contained will be free of any alleged breach defects under normal use for a period of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day days following the delivery thereof. This warranty covers only those problems reported to TVI Electronics during the warranty period. If such alleged breach is reported as required and substantiated by SIMBAANY LIABILITY OF TVI ELECTRONICS WITH RESPECT TO THE LICENSED PRODUCT(S) OR THE PERFORMANCE THEREOF OR DEFECTS THEREIN UNDER ANY WARRANTY, your exclusive remedies shall beNEGLIGENCE, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this licenseSTRICT LIABILITY OR OTHER THEORY WILL BE LIMITED EXCLUSIVELY TO PRODUCT REPLACEMENT. EXCEPT AS SET FORTH ABOVEFOR THE FOREGOING, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORTLICENSED PRODUCT(S) ON AN ARE PROVIDED "AS IS", “WHERE IS” BASIS " WITHOUT ANY WARRANTY OF CONDITION, INCLUDING WITHOUT LIMITATION, ANY KIND, EITHER EXPRESS, IMPLIED WARRANTY OF MERCHANTABILITY OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX TVI ELECTRONICS DOES NOT WARRANT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS THAT THE LICENSED PRODUCT(S) WILL BE FREE FROM BUGS OR THAT USE OF LICENSED PRODUCT(S) WILL BE UNINTERRUPTED OR REGARDING THE USE USE, OR THE RESULTS OF THE USE USE, OF THE PROGRAM LICENSED PRODUCT(S) OR DOCUMENTATION IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, RELIABILITY OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYLicensee further understands that TVI Electronics is not responsible for and will have no liability for hardware, software, or other items provided by any persons other than TVI Electronics.
Appears in 1 contract
Samples: Software License Agreement
Warranties. SIMBA warrants for a period of ninety (90) days from the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specificationsTHE WARRANTIES MADE IN THIS AGREEMENT ARE THE ONLY WARRANTIES MADE BY NRXR WITH RESPECT TO THE PRODUCT. In the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE CLIENT AGREES THAT THE USE EXPRESS OBLIGATIONS AND WARRANTIES MADE BY NRXR IN THIS AGREEMENT ARE IN LIEU OF AND, TO THE PROGRAM IS AT YOUR SOLE RISK. SIMBAFULLEST EXTENT PERMITTED BY LAW, AND TO THE EXCLUSION OF ANY APPLICABLE LICENSORSOTHER WARRANTY, PROVIDES THE PROGRAM (INCLUDINGCONDITION, BUT NOT LIMITED TOTERM, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY UNDERTAKING OR REPRESENTATION OF ANY KIND, EITHER EXPRESSEXPRESS OR IMPLIED, IMPLIED STATUTORY OR STATUORYOTHERWISE, INCLUDING, BUT NOT LIMITED RELATING TO ANYTHING SUPPLIED OR SERVICES PROVIDED UNDER OR IN CONNECTION WITH THIS AGREEMENT INCLUDING (WITHOUT LIMITATION) AS TO THE IMPLIED WARRANTIES OF CONDITION, QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR THE PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX NRXR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTSFUNCTIONING OF ANYTHING SUPPLIED OR SERVICES PERFORMED HEREUNDER WITH SOFTWARE OR EQUIPMENT NOT PRODUCED BY NRXR, OR THAT THE OPERATION OF THE PROGRAM ANYTHING SUPPLIED OR SERVICES PERFORMED HEREUNDER WILL BE UNINTERRUPTED OR ERROR FREE OR UNINTERRUPTEDFREE. NRXR warrants to Client that it has the right to transfer title of the Equipment to Client. NRXR’s sole liability under this warranty with respect to the Equipment shall be to obtain any title or authorization necessary to transfer such title to Client. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES REGARDING THE EQUIPMENT, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX AND NRXR DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS OTHER WARRANTY, EXPRESS OR IMPLIED, REGARDING THE USE EQUIPMENT, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESSFITNESS FOR A PARTICULAR PURPOSE. Client expressly acknowledges and agrees that warranties regarding patents, ACCURACYmaterials, RELIABILITYworkmanship, OR OTHERWISEor use of the Equipment (the “Manufacturer’s Warranty”), if any, are made exclusively by the Manufacturer and not by NRXR and, if made, shall be encompassed within a separate agreement. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYClient’s exclusive remedy under Manufacturer’s Warranty shall be as provided therein and shall lie exclusively against and be obtainable only from the Manufacturer, and Client expressly agrees that it shall have no claim or cause of action against NRXR in the event the Manufacturer is for any reason unwilling or unable to perform under the terms of Manufacturer’s Warranty.
Appears in 1 contract
Samples: Terms of Service
Warranties. SIMBA warrants TAL expressly disclaims all warranties, express or implied with respect to the Product and related materials, or their quality of performance including warranties of merchantability and fitness for a period particular purpose. TAL makes no representation concerning the likelihood of ninety (90) days from profitable trading using the date Product. The Product is licensed "as is" and "with all faults". HTI shall not extend any warranties for or on behalf of TAL and shall make no representation or warranty regarding the PROGRAM is delivered to you that Product or the PROGRAM shall substantially conform to SIMBA provided written specificationslikelihood of profitable trading based on the Product. In the no event shall TAL incur any liability to HTI or any customer of HTI arising out of any alleged breach contract or arrangement between HTI and any of the above express warranties, you its customers unless TAL shall report the details of such alleged breach expressly and in writing agree to SIMBA within the specified ninety (90) day warranty periodcontrary. ALL WARRANTIES, EXPRESS OR IMPLIED, WHETHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR USE ARE HEREBY DISCLAIMED IN THEIR ENTIRETY. TAL DOES NOT ASSUME, NOR AUTHORIZE ANY OTHER PERSON TO ASSUME FOR IT, ANY OTHER LIABILITY IN CONNECTION WITH THE DESIGN, MANUFACTURE, LICENSING, INSTALLATION, OR USE OF ANY OF ITS PRODUCTS. NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE LICENSING, DESIGN, MANUFACTURE, INSTALLATION OR USE OF ANY PRODUCTS, WHETHER DUE TO NEGLIGENCE OR ANY OTHER CAUSE. If such alleged breach any Product is reported as required and substantiated by SIMBAdefective in a material manner, your exclusive remedies then TAL's liability, if any, under this Agreement, shall be, in all events be limited to repair or replacement at SIMBA’s TAL's sole option, for SIMBA to promptly and such repair or replace replacement shall be HTI's sole and exclusive remedy; provided, however, that if any such defective Product cannot in TAL's sole opinion be repaired or replaced, then TAL's liability shall be limited to the PROGRAM return of the last month's license payment thereof paid in connection with or any portion thereof necessary for such defective Product. Either party shall have the option to remedy terminate this Agreement upon notice to the breach other party delivered within fifteen (15) days after such payment. Any unauthorized modification or improvement to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NONProduct which affects the Product as delivered to HTI will void TAL's then-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYcurrent warranty.
Appears in 1 contract
Samples: Software Distributor Agreement (Hyperfeed Technologies Inc)
Warranties. SIMBA The Company warrants to the Client that it shall carry out its obligations pursuant to Clause 4 of this Agreement using reasonable care and skill. Notwithstanding the fact that the Company has taken independent professional advice as to the determination of the Current Value, End Value and the Target Rent, no warranty is given as to the accuracy of the Current Value, the End Value, the Target Rent or any other figure specified in the Property Schedule and/or the Investment Summary relating to the Property. Such figures are estimates only and the Client acknowledges that no investment advice is given or required to be given by the Company to the Client pursuant to the Contract and the Client accepts that no warranty can be given by the Company as to the future state of the property market. The Company warrants to the Client that the Renovation Works carried out by the Company’s sub- contractor shall, as far as reasonably possible, be to a satisfactory standard of workmanship and quality and shall be in accordance with the Property Schedule for a period of ninety twelve (9012) months from the commencement of the first Tenancy Agreement (“the Renovation Works Warranty”). The warranty in Clause 7.1 does not extend to goods or materials supplied by a third party (other than the Company’s sub-contractors) as such goods and materials will be subject to manufacturer’s warranties. A claim by the Client based on a breach of the Renovation Works Warranty shall be notified to the Company within 12 months of the commencement date of the first Tenancy Agreement. Any claim by the Client which is based on any breach of warranty in Clause 7.1 (other than the Renovation Works) shall be notified to the Company within thirty (30) days from the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event of any alleged breach of the above express warranties, you shall report provision of the details of Services to which such alleged breach relates. The Company shall, unless otherwise provided by statute, not be liable to the Client in writing any way if the Client fails to SIMBA notify any claim within the specified ninety (90) day warranty above period. If Where any valid claim is made in accordance with the provisions hereof in respect of any of the Services including but not limited to the Renovation Works, the Company shall be entitled to re- execute the relevant part of the Services (or such alleged breach part as is reported as required and substantiated by SIMBA, your exclusive remedies shall bein question) or, at SIMBAthe Company’s sole optiondiscretion, for SIMBA refund to promptly repair the Client the relevant price of such Service (or replace the PROGRAM appropriate proportion thereof), or any portion thereof necessary the Renovation Works but, unless otherwise provided by statute and subject to remedy Clause 8 below, the breach or Company shall have no further liability to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYClient.
Appears in 1 contract
Samples: assets.ctfassets.net
Warranties. SIMBA The Recipient represents and warrants that: it has the legal right and power to enter into, perform and observe its obligations under this Agreement; the execution, delivery and performance of this Agreement has been duly and validly authorised by the Recipient; the statements and information in its Application are accurate and complete; any statement or information given or made to ARENA by the Recipient from time to time under this Agreement (including information or statements contained in any Report) is true and correct (except where the information is provided to the Recipient by another person in which case the Recipient represents and warrants to ARENA that it has made reasonable endeavours to verify the accuracy of the information); it and its subcontractors and Personnel, including its Specified Personnel, have the necessary experience, skill, knowledge, expertise and competence to undertake the Activity and (where appropriate) will hold such licences, permits or registrations as are required under any State, Territory or Commonwealth legislation to undertake the Activity, and are fit and proper people; it has or will have access to necessary Intellectual Property Rights to undertake the Activity; it is not subject to any judicial decision against it relating to employee entitlements (not including decisions under appeal) where it has not paid the claim; it has, or will have, sufficient funds to complete the Activity; all insurance policies required to be held by the Recipient under this Agreement: will remain in effect as provided for in this Agreement; and will not be varied by the Recipient without ARENA’s written consent; if the Recipient is a trustee, it enters this Agreement personally and in its capacity as trustee and has the power to perform its obligations under this Agreement; and that no Insolvency Event has occurred in respect of the Recipient and there are no reasonable grounds to suspect that an Insolvency Event will occur in respect of the Recipient. Stages [Note: This clause will be included where ARENA determines it is appropriate having regard to the nature of the Activity, eg if there is to be an initial feasibility study. Amendments may be made depending on the circumstances of the Activity.] The Recipient must complete the Activity in the stages identified in Schedule 2. Without limiting any other rights or remedies ARENA may have arising out of or in connection with this Agreement, ARENA may terminate this Agreement following [insert, eg Stage 1 identified in Schedule 2] by giving notice to the Recipient. To avoid doubt, on termination of this Agreement under this clause 4.3: ARENA is not obliged to pay to the Recipient any compensation, or any outstanding amount of funding under this Agreement; and ARENA is entitled to recover amounts from the Recipient under clause 19. Preconditions to commencing work [Note: This clause may be amended depending on the type of activity and Activity timeframes.] Notwithstanding any other provision of this Agreement, the Recipient must not commence any work on the Activity until it has provided to ARENA: certification in relation to the Risk Management Plan in accordance with clause 5.1(b); certification in relation to the Community Consultation Plan in accordance with clause 6.1(b); evidence that the Recipient has engaged in initial community consultation in accordance with clause 6.1(e); and notification of responses by the Recipient to adverse community reaction to the Activity in accordance with clause 6.1(f). Risk management During the Agreement Period, the Recipient must develop, implement and update a Risk Management Plan for the Activity which includes the following features: clear identification and documentation of all key Activity risks and categorization of those risks covering both likelihood of occurrence and potential consequence; the proposed mitigation strategies and associated action plans that the Recipient determines necessary to eliminate the risks or, if this is not possible, minimise the likelihood and consequences of those risks occurring; and a process for regularly monitoring and updating the Risk Management Plan and reporting to the Recipient's internal management, board, Activity Participants and joint venture partners (if applicable), and is consistent with relevant industry standards and best practice for this type of activity and the types of risks it has. [Note: Clauses 5.1(b) and 5.1(c) will be removed if certification of the Risk Management Plan is not required for a period of ninety (90) days from particular Activity.] By the date specified in item 9 of Schedule 1, the PROGRAM is delivered Recipient must provide to you ARENA certification for the benefit of ARENA from an independent, responsible and qualified person that the PROGRAM shall substantially conform Risk Management Plan has been developed, is appropriate and consistent with best practice for this type of activity and the types of risks it has, and is being implemented. The person appointed to SIMBA provided written specifications. In provide the event of any alleged breach certification under clause 5.1(b) must not be an employee, shareholder, director, other officeholder or related entity of the above express warrantiesRecipient, you shall report an Activity Participant or any other person having (or having had) a significant involvement in the details Activity, the Application, or any Report submitted under this Agreement. Community consultation During the Agreement Period, the Recipient must develop, implement and update a Community Consultation Plan for the Activity which includes the following features: identification of such alleged breach all key stakeholder groups, including local communities that are potentially affected by the Activity; an outline of the proposed community consultation processes to be undertaken that includes the following: public notification of meetings; itinerary of meetings to be conducted, groups involved and agenda for meetings; provision of information at meetings and local information sites; documentation of attendees, questions and answers and follow-up issues required arising from meetings; and an outline for stakeholders on how to access the latest information in respect of community consultation matters; an outline of how community consultation activities align with Milestones; a process for maintaining an up-to-date record of complaints and questions arising from community consultations and the responses provided to these complaints and questions; and a process for regularly: monitoring and updating the Community Consultation Plan and the community consultations undertaken; and reporting to the Recipient's internal management, board, Activity Participants, joint venture partners (if applicable) and other key groups (whether government or non-government) as required by ARENA to ensure the ongoing improvement of community engagement, and is consistent with relevant industry standards and best practice for this type of activity and the types of community consultation to be undertaken. [Note: Clauses 6.1(b) and 6.1(c) will be removed if certification of the Community Consultation Plan is not required for a particular Activity.] By the date specified in item 10 of Schedule 1, the Recipient must provide to ARENA certification for the benefit of ARENA from an independent, responsible and qualified person that the Community Consultation Plan is appropriate and consistent with best practice for this type of activity and the types of community consultation to be undertaken, and that it is being implemented. The person appointed to provide the certification under clause 6.1(b) must not be an employee, shareholder, director, other officeholder or related entity of the Recipient, a Activity Participant or any other person having (or having had) a significant involvement in the Activity, the Application, or any Report submitted under this Agreement. The Recipient must make the Community Consultation Plan available to any person on request. The Recipient may make the Community Consultation Plan available by publishing it on its website. By the date specified in item 1010 of Schedule 1, the Recipient must provide to ARENA evidence that the Recipient has engaged in initial community consultation in relation to the Activity to ARENA’s satisfaction, including that the Recipient has: conducted a public forum in the affected community; advertised the public forum (including in any prominent local newspaper) at least seven days in advance of the forum; provided attendees with the opportunity to raise any issues concerning the Activity; responded in writing to SIMBA within any submissions made to it; and provided to ARENA notification of any adverse community reaction to the Activity to date. By the date specified ninety (90) day warranty periodin item 10 of Schedule 1, the Recipient must provide to ARENA notification of responses by the Recipient to adverse community reaction to the Activity. If such alleged breach is reported Notification Without limiting any obligation to notify any Authority, the Recipient must advise ARENA as required and substantiated soon as possible of any Crisis in accordance with the protocol notified by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA ARENA to promptly repair or replace the PROGRAM or Recipient from time to time. The Recipient must notify ARENA as soon as practicable of any portion thereof necessary to remedy significant concerns of local community groups of which the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYRecipient becomes aware.
Appears in 1 contract
Samples: arena.gov.au
Warranties. SIMBA warrants for a period of ninety Except as otherwise provided herein, THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL OPC MARKETING, INC. OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (90INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION) days from the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT ARISING OUT OF THE USE OF OR INABILITY TO USE THE PROGRAM IS AT YOUR SOLE RISKSOFTWARE, EVEN IF OPC MARKETING, INC. SIMBAHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Computers, AND ANY APPLICABLE LICENSORSif purchased from OPC MARKETING, PROVIDES INC., are warranted for one (1) year from date of purchase, provided there has been no abuse or misuse. OPC MARKETING, INC. warrants that its software and hardware will be free of any significant defect. OPC MARKETING, INC. will correct or replace defective materials. This warranty is not valid if a surge protector and/or a battery backup (uninterruptible power supply) are not used to protect the system. OPC MARKETING, INC. cannot be held responsible for any kind of physical damages, including lightning, to the hardware or software. Any contamination of the system by viruses will void this warranty. OPC MARKETING, INC. cannot be responsible if Purchaser makes changes, misuses, or tampers with the software or hardware after Purchaser receives them. Any installation of other software or changes by Purchaser may void the warranty; any tech support required because of virus contamination will be at Purchaser’s expense at the rate of $150.00 per hour. This warranty and the obligations and liabilities of OPC MARKETING, INC. are in lieu of, and Purchaser waives, all other warranties, guarantees, conditions, or liabilities, expressed or implied, arising by law or otherwise, INCLUDING WITHOUT LIMITATION THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY IMPLIED WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACYand further including without limitation consequential damages, NON-INFRINGEMENTwhether or not caused by OPC MARKETING, OR CONDITION ARISING FROM COURSE OF PERFORMANCEINC.’s negligence. This warranty shall not be extended, COURSE OF DEALING OR USAGE OF TRADEaltered, or varied except by a written agreement signed by OPC MARKETING, INC. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYand Purchaser.
Appears in 1 contract
Samples: Conditions of Purchase
Warranties. SIMBA Simba warrants for a period of ninety (90) days from the date the PROGRAM Program is delivered to you that the PROGRAM Program shall substantially conform to SIMBA provided written Simba’s documented specifications. In the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA Simba within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBASimba, your exclusive remedies shall be, at SIMBASimba’s sole option, for SIMBA Simba to promptly repair or replace the PROGRAM Program or any portion thereof necessary to remedy the breach breach, or to refund the fees actually received by SIMBA Simba for this licensethe License. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, SIMBA PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "“AS IS"”, “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENTNON-‐INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX SIMBA DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX SIMBA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
Appears in 1 contract
Samples: License Agreement
Warranties. SIMBA Each party represents and warrants for a period of ninety to the other party that to its actual knowledge at the Effective Date it has: full power and authority to enter into and perform its obligations under this Agreement; taken all necessary actions and obtained all authorisations, licences, consents and approvals, to allow it to enter into this Agreement. UNSW does not provide any warranties (90express or implied) days from regarding the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event of any alleged breach accuracy or reliability of the above express warrantiesConfidential Information and the Recipient acknowledges UNSW excludes all liability for loss or damage that may be suffered or incurred by the Recipient because of using or relying on the Confidential Information. Dispute resolution This clause 8 applies to any Dispute which arises between the parties in connection with this Agreement. Each party must follow the dispute resolution process in this clause before it commences litigation or takes similar action, you shall report the details of such alleged breach except to seek an urgent injunction or declaration. If a party considers that a Dispute has arisen (Initiating Party), it must give notice in writing of the Dispute to SIMBA the other party (Receiving Party), setting out reasonable particulars of the matters in dispute (Dispute Notice). Within twenty (20) Business Days of the service of the Dispute Notice by the Initiating Party on the Receiving Party, in the case of UNSW, the relevant Deputy Vice-Chancellor (or equivalent) or their delegate and in the case of the Recipient, its Chief Executive Officer, or their delegates who have appropriate authority to resolve the Dispute will meet (in person or by telephone or video conference) and attempt to resolve the Dispute in good faith. O ption – Dispute to be resolved through mediation If the Dispute is not resolved within twenty (20) Business Days after the specified ninety Dispute is referred to Senior Representatives, the parties will endeavour to settle the Dispute by mediation administered by the Australian Disputes Centre (90ADC) day warranty periodbefore having recourse to litigation. If such alleged breach Where a Dispute is reported as required and substantiated by SIMBA, your exclusive remedies referred to mediation under clause 8.4 above: the mediation shall be, be conducted in accordance with the ADC Guidelines for Commercial Mediation operating at SIMBA’s sole option, for SIMBA the time the matter is referred to promptly repair or replace ADC (Guidelines). the PROGRAM or any portion thereof necessary to remedy terms of the breach or to refund the fees actually received by SIMBA for Guidelines are hereby deemed incorporated into this licenseAgreement. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYthis clause 8 shall survive termination of this Agreement.
Appears in 1 contract
Samples: Confidentiality Agreement
Warranties. SIMBA Tester warrants for a period of ninety (90) days from the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event Feedback and Data do not infringe any copyright or trade secret of any alleged breach third party, and that Tester has no knowledge of, and has not been put on notice of, any patent of any third party that may be infringed by the above express warrantiesFeedback and Data (including any implementation thereof recommended by Tester). Tester warrants that Tester’s Feedback is not subject to any license terms that would purport to require SDS/2 to comply with any additional obligations with respect to any SDS/2 pre-release products that incorporate any Feedback. Tester warrants that it is not a competitor of SDS/2. THE PRE-RELEASE PRODUCTS, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT CONFIDENTIAL INFORMATION AND ANY HARDWARE AND OTHER MATERIALS FURNISHED HEREUNDER ARE FURNISHED ON AN “AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBAIS” BASIS, AND ANY APPLICABLE LICENSORSSDS/2 AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, PROVIDES THE PROGRAM (INCLUDINGEXPRESS OR IMPLIED, BUT NOT LIMITED TOINCLUDING WITHOUT LIMITATION, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITYNON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENTAND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, A COURSE OF DEALING OR USAGE OF TRADE. XXXXX SDS/2 SPECIFICALLY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM PRE-RELEASE PRODUCTS OR OTHER MATERIALS PROVIDED BY SDS/2 WILL MEET YOUR TESTER'S REQUIREMENTS, OR ; WILL OPERATE IN ALL THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY TESTER; THAT THE OPERATION OR OUTPUT OF THE PROGRAM PRE-RELEASE PRODUCTS WILL BE ERROR FREE ERROR-FRE, ACCURATE, RELIABLE, COMPLETE OR UNINTERRUPTED, ; OR THAT ALL ERRORS OR DEFECTS IN PROGRAM THE PRE-RELEASE PRODUCTS WILL BE CORRECTED. FURTHERMORENEITHER SDS/2 NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING FROM OR RELATING TO TESTER’S USE OR INABILITY TO USE PRE-RELEASE PRODUCTS, XXXXX DOES HARDWARE OR OTHER MATERIALS. TESTER EXPRESSLY ACKNOWLEDGES THAT THE PRE-RELEASE PRODUCTS HAVE NOT WARRANT BEEN FULLY TESTED AND MAY CONTAIN DEFECTS OR DEFICIENCIES WHICH MAY NOT OR WILL NOT BE CORRECTED BY SDS/2, THAT THE PRE-RELEASE PRODUCTS MAY UNDERGO SIGNIFICANT CHANGES PRIOR TO RELEASE OF THE CORRESPONDING GENERALLY AVAILABLE FINAL VERSION AND THAT THE GENERALLY AVAILABLE FINAL VERSION MAY NOT CONTAIN CERTAIN FEATURES OR FUNCTIONALITY THAT ARE CONTAINED IN THE VERSION OF THE PRE-RELEASE PRODUCTS LICENSED TO TESTER. NOTWITHSTANDING THE FOREGOING, SDS/2 SHALL HAVE NO OBLIGATION TO RELEASE ANY PRODUCT OR MAKE AVAILABLE ANY REPRESENTATIONS REGARDING SERVICE BASED ON THE USE PRE- RELEASE PRODUCTS OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN CONFIDENTIAL INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYPROVIDED HEREUNDER.
Appears in 1 contract
Samples: Release Products Testing Agreement
Warranties. SIMBA CatchOn warrants for a period of ninety (90) days from the date the PROGRAM is delivered to you that the PROGRAM CatchOn Services will perform substantially in accordance with its Documentation, provided that the CatchOn SaaS Service is used in accordance with the terms of this Agreement. If the CatchOn SaaS Service is non-compliant and if the Customer notifies such non-compliance to CatchOn, CatchOn shall substantially conform endeavor to SIMBA provided correct such non-compliance. Customer’s sole and exclusive remedies for any breach of this warranty shall be to have CatchOn use commercially reasonable efforts to (i) correct the non- compliance at no additional charge for Customer; or (ii) terminate the applicable Order Form by giving written specificationsnotice to CatchOn if CatchOn fails to correct the non-compliance within 30 days of receipt of written notice. In the event of any alleged breach such an event, Customer shall be entitled to a full refund on a pro-rata basis of the above express warrantiessubscription fees prepaid by Customer and unused under such Order Form. CatchOn shall have no liability for any false information, you shall report the details of such alleged breach misleading statements, misrepresentations or other inaccuracies in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBACustomer’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this licensedata. EXCEPT AS FOR THE WARRANTIES SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE CATCHON AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED ITS LICENSORS MAKE NO EXPRESS OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF ANY KIND WITH RESPECT TO THE CATCHON SERVICES, OR ANY OTHER DOCUMENTATION, THIRD PARTY SOFTWARE OR OTHER PRODUCTS OR SERVICES (SUCH AS THIRD PARTY BROKERED SERVICES), AND EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, PURPOSE AND NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADEINFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. XXXXX DOES CATCHON AND ITS LICENSORS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM CATCHON SERVICE WILL BE UNINTERRUPTED, FULLY SECURED, VIRUS FREE, ERROR FREE OR UNINTERRUPTED, FULLY ACCURATE OR THAT ALL DEFECTS IN PROGRAM WILL CAN BE CORRECTED. FURTHERMOREIT IS ALSO SPECIFIED THAT THE INTERNET AND THIRD-PARTY HOSTING PROVIDERS AND TELECOMMUNICATIONS SYSTEMS ARE NOT FREE OF ERRORS AND THAT DISRUPTIONS, XXXXX DOES DELAYS AND BREAKDOWNS MAY OCCUR. CATCHON CANNOT GIVE ANY WARRANTIES IN THIS REGARD AND MAY NOT WARRANT OR MAKE THEREFORE BE HELD LIABLE FOR ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE DAMAGE CAUSED BY USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESSINTERNET AND THIRD-PARTY HOSTING PROVIDERS AND TELECOMMUNICATIONS SYSTEMS. CATCHON MAKES NO WARRANTY WHATSOEVER, ACCURACYEXPRESS OR IMPLIED, RELIABILITYWITH REGARD TO (I) ANY THIRD-PARTY SOFTWARE THAT IS NOT INCORPORATED INTO THE CATCHON SERVICE AS PER THE APPLICABLE ORDER FORM, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYWITH REGARD TO (II) HOSTING PROVIDER HOSTING SERVICES.
Appears in 1 contract
Samples: Agreement
Warranties. SIMBA warrants for Seller warrants: The Contract is genuine and legally enforceable on its terms; no Buyer was a period of ninety (90) days from minor or incompetent when it was executed; all statements contained in the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event Contract are true; Seller has no notice of any alleged breach matters not disclosed to PAC which might impair Buyers’ credit; Seller actually received the disclosed cash down payment; Seller has not made and will not make any advancement to Buyers; Seller has no agreement with Buyers to separately finance or impose finance charges on or refinance any pick-up payment or to defer payment of a portion of the above express warrantiesdown payment to a date later than the due date of the second installment; Seller has not made any oral or written warranties other than manufacturer’s warranty; the Contract and transactions from which it arose comply with applicable laws and regulations; Seller has performed all of its obligations to Buyers; no Buyer has or has asserted, you shall report any defense, set- off or counterclaim to Buyer's liability under the details Contract; the Goods are as Seller represented them to Buyer; Seller had full authority to sell the Goods to Buyer free of such alleged breach any security interest or other encumbrance; the Goods have been delivered and accepted by Buyer within 10 days of the Contract date; and the security interest created by the Contract is the only security interest or encumbrance on the Goods; appropriate documents will be sent immediately to PAC so PAC may perfect a first security interest in writing the Collateral within 10 days of its delivery to SIMBA within Buyer; Seller has full authority to assign the specified ninety (90Contract to PAC; Seller will take any steps PAC requests to perfect the security interest created by the Contract and to designate PAC as secured party of record; and PAC's interest in the Contract is not subordinate to any security interest or other encumbrance; Seller inspected the Goods for defects and there were no defects when Buyer(s) day warranty periodreceived the goods; Owner's Manual and manufacturer’s warranties were supplied to Buyer. If such alleged breach is reported as required PAC’s Authority. PAC may, without notice and substantiated by SIMBAwithout impairing its right against Seller, your exclusive remedies shall bein the name of Seller or otherwise, at SIMBA’s sole optiontake all actions and legal proceedings it deems advisable with respect to the Contract or the Collateral, for SIMBA including without limitation, modifying, extending or compromising any terms, discharging or releasing any person liable or releasing any security. PAC has no duty to promptly repair or replace perfect any security interest in the PROGRAM or any portion thereof necessary to remedy the breach Goods or to refund enforce or preserve Seller’s under the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYContract.
Appears in 1 contract
Samples: Credit Sale Agreement
Warranties. SIMBA Ricoh warrants for that the Services will be performed: (a) in a period of ninety good and workmanlike manner; (90b) using reasonable care and skill; and (c) according to the description contained in the applicable Order Form. Ricoh will re-perform any Services not in compliance with this warranty and brought to Ricoh’s attention in writing within a reasonable time, but in no event more than thirty (30) days from after such Services are performed. Customer acknowledges that Ricoh’s performance of Services is dependent upon Customer’s timely and effective performance of its responsibilities set forth in the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this licenseOrder Form. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH ABOVEHEREIN OR IN AN ORDER FORM, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT RICOH MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICES, EQUIPMENT OR GOODS PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO WARRANTIES ARE CREATED BY ANY COURSE OF DEALING BETWEEN THE USE PARTIES, COURSE OF THE PROGRAM IS AT YOUR SOLE RISKPERFORMANCE, TRADE USAGE OR INDUSTRY CUSTOM. SIMBAIN NO EVENT SHALL RICOH BE LIABLE TO CUSTOMER OR A THIRD PARTY FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF SOFTWARE, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR DELAY OF DELIVERY OF SERVICES UNDER THIS AGREEMENT. RICOH ASSUMES NO OBLIGATION TO PROVIDE OR INSTALL ANY DOCUMENTATION ANTI-VIRUS OR SIMILAR SOFTWARE, AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYSERVICES CONTEMPLATED HEREBY DOES NOT INCLUDE ANY SUCH SERVICES.
Appears in 1 contract
Samples: Sale Agreement
Warranties. SIMBA SPC represents and warrants that Qwest shall receive title to the personal property that comprises the Conduit System free and clear of all encumbrances, including any mechanics or material liens, except as may be specifically provided in Section 6.14(c). SPC warrants that all construction of the Conduit System shall have been performed in a manner consistent with telecommunication industry standards and the Specifications. All warranties made under this Section 6.04 shall be true and correct as of the Acceptance Date and shall survive expiration or termination of this Agreement for a period of ninety one (901) days year from the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this licenseAcceptance Date. EXCEPT AS SET FORTH ABOVEIN THIS SECTION 6.04, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT SPC MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBACONDUIT SYSTEM, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT INCLUDING ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACYAND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED. THE WARRANTIES SET FORTH IN THIS AGREEMENT CONSTITUTE THE ONLY WARRANTIES MADE BY SPC TO QWEST WITH RESPECT TO THIS AGREEMENT AND ARE MADE IN LIEU OF ALL OTHER WARRANTIES, NONWRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED. If Qwest discovers any defect in the Conduit System within one (1) year of the Acceptance Date, Qwest shall notify SPC in writing of the same and SPC shall, within thirty (30) days of receiving such notice, correct or cause to be corrected any defect at SPC's cost and expense. If the defect is of a nature that will cause immediate damage or harm to the Conduit System, Qwest shall notify SPC of the same and SPC shall use reasonable commercial efforts to have any defect repaired within forty-INFRINGEMENTeight (48) hours of receiving such notice or, OR CONDITION ARISING FROM COURSE OF PERFORMANCEif SPC cannot have the defect repaired within forty-eight (48) hours of receiving notice, COURSE OF DEALING OR USAGE OF TRADEQwest may repair the defect at SPC's cost. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTSAdditionally, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTEDSPC agrees to pass on and assign to Qwest any warranty it may have received from the manufacturer or supplier, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYto the extent that such warranty is assignable.
Appears in 1 contract
Warranties. SIMBA NCT warrants for a period that each Product it sells to Distributor, when delivered and properly installed will be free of defects in workmanship and materials. If any failure to conform to this warranty becomes apparent within one hundred eighty (180) days of delivery to Distributor or ninety (90) days of delivery to the Purchaser thereof, whichever shall first occur, NCT shall upon prompt written notice and upon compliance by Distributor with such instructions as NCT may give as to return of defective Products, correct or cause to be corrected such defects by repair or replacement of the defective Products. Correction in the foregoing manner shall constitute a fulfillment of all liabilities and obligations of NCT with respect to the quality of Products. This warranty shall not apply in any case where a Product is altered or modified from the date specifications relating to the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event of any alleged breach of the above express warrantiesdesign, you shall report the details development, installation and operation of such alleged breach Product or where such Product is not installed, used or maintained in writing accordance with the manufacturer's instructions, or subject to SIMBA within the specified ninety (90) day warranty periodmisuse, neglect or accident. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS THE WARRANTY AND REMEDIES SET FORTH ABOVEABOVE ARE EXCLUSIVE AND IN LEU OF ALL OTHERS, YOU EXPRESSLY ACKNOWLEDGE WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED. NCT SPECIFICALLY DISCLAIMS ANY AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, ALL IMPLIED OR STATUORYWARRANT'S, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. No agent or employee of NCT is authorized to make any modification, ACCURACYextension or addition to this warranty. NCT IS NOT RESPONSIBLE FOR SPECIAL, NON-INFRINGEMENTINCIDENTAL, OR CONDITION ARISING CONSEQUENTIAL DAMAGES RESULTING FROM COURSE ANY BREACH OF PERFORMANCEWARRANTY OR UNDER ANY OTHER LEGAL THEORY, COURSE INCLUDING BUT NOT LIMITED TO LOST PROFITS, DOWNTIME, DAMAGE TO GOODWILL, DAMAGE TO OR REPLACEMENT OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTSEQUIPMENT AND PROPERTY, OR THAT FAILURE TO MEET OR COMPLY WITH THE OPERATION REQUIREMENTS OF THE PROGRAM WILL BE ERROR FREE ANY SAFETY, ENERGY, BUILDING OR UNINTERRUPTEDENVIRONMENTAL LAW, ORDNANCE, CODE OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT REGULATION OF ANY COUNTRY OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYPOLITICAL SUBDIVISION THEREOF.
Appears in 1 contract
Warranties. SIMBA Access warrants for that it: has the lawful right to grant the licenses provided in this Agreement; has not granted rights or licenses in derogation of this Agreement; has not received any notice of a period claim of ninety (90) days from the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event infringement or misappropriation of any alleged breach rights asserted by any third party in relation to the Access Information, the Access Technology or the Patent Rights; and, except as disclosed to Shaman, Access is not aware, without having made any investigation whatsoever, of any patents or other proprietary rights of any third party which would materially affect the exercise of the above express warranties, you shall report license rights granted hereunder to Shaman. Access agrees that during the details term of such alleged breach in writing to SIMBA within the specified ninety this Agreement (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach license granted hereunder), Access shall not enter into any other agreements that conflict with rights or to refund the fees actually received by SIMBA for this licenseobligations provided hereunder, including any rights and obligations that survive termination hereof. WARRANTY LIMITATION, EXCEPT AS EXPRESSLY SET FORTH ABOVEIN THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY ACCESS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSEXPRESS OR IMPLIED, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, PURPOSE OR CONDITION ARISING FROM COURSE WITH RESPECT TO (1) THE SCOPE OF PERFORMANCE, COURSE VALIDITY OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION ANY OF THE PROGRAM WILL PATENT RIGHTS; (2) WHETHER THE PATENT RIGHTS OR TECHNOLOGY MAY BE ERROR FREE EXPLOITED BY SHAMAN OR UNINTERRUPTED, ANY SUBLICENSEE WITHOUT INFRINGING THE RIGHTS (INCLUDING PATENT RIGHTS) OF OTHERS; OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR (3) THE RESULTS OF THE TO BE OBTAINED BY USE OF THE PROGRAM PATENT RIGHTS, THE ACCESS PRODUCTS. THE PATENT RIGHTS, ACCESS TECHNOLOGY AND ACCESS INFORMATION ARE DELIVERED "AS IS" IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYEVERY RESPECT.
Appears in 1 contract
Samples: Masopracol License Agreement (Shaman Pharmaceuticals Inc)
Warranties. SIMBA Subject to the remaining provisions of this clause 2, Stone warrants that where it is the manufacturer of any Good and/or Deliverable on delivery, and for a period of ninety (90) days 12 months from the date of delivery (warranty period), those Goods and/or Deliverables shall: conform in all material respects with the PROGRAM Goods Specification; and be free from material defects in design, material and workmanship. Where the Stone is delivered not the manufacturer of any Good or Deliverable, Stone shall use reasonable endeavours to you transfer to the Customer the benefit of any warranty or guarantee given to Stone in respect of such Good or Deliverable subject to any burdens and/or clauses attached to such warranty or guarantee and to the extent that Stone is permitted to transfer such benefit. Other than its obligations set out in this clause 2.2, Stone gives no warranty or guarantee in respect of Goods or Deliverables for which Stone is not the manufacturer or producer of the Goods or Deliverables. Subject to the following clauses of this clause 2, if: the Customer gives notice in writing during the warranty period within a reasonable time of discovery that some or all of the Goods or Deliverables do not comply with the warranty set out in clause 2.1; Stone is given a reasonable opportunity of examining such Goods and/or Deliverables; and the Customer (if asked to do so by Xxxxx) returns such Goods and Deliverables to Xxxxx’x place of business at the Customer’s cost, Stone shall, at its option, repair or replace the defective Goods and/or Deliverables, or refund the price of the defective Goods and/or Deliverables in full. Stone shall be at liberty to repair and/or replace the defective Goods and/or Deliverables with nearly new or refurbished parts and/or Goods and/or Deliverables where necessary, for example in circumstances when new parts and/or Goods and/or Deliverables are not readily available. Stone shall not be liable for the Goods’ and/or Deliverables’ failure to comply with the warranty in clause 2.1 if: the Customer makes any further use of such Goods and/or Deliverables after giving a notice in accordance with the Conditions; the defect arises because the Customer failed to follow Xxxxx’x oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods and/or Deliverables or (if there are none) good trade practice; the defect arises as a result of Stone following any Goods Specification supplied by or request made by the Customer; the Customer alters or repairs such Goods and/or Deliverables without the written consent of Stone; the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or the Goods and/or Deliverables differ from the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards. Replacement Goods and/or Deliverables are warrantied as above for the remainder of the original applicable warranty period. Stone will not have any obligation to de-install or re-install replacement Goods and/or Deliverables unless agreed in writing between the parties. In addition to the warranties set out in this clause 2, Xxxxx also gives the warranties set out in any Warranty Package in each case subject to and in accordance with the terms set out therein. The warranty in clause 2.1 does not apply to any Consumable except for batteries. The Goods may consist of rechargeable batteries which by their very nature are a consumable item that may eventually need to be replaced. The Customer acknowledges that battery run-time capacity degrades over time and usage (even if the equipment is permanently connected to the AC mains) and this would not be regarded a defect in the Goods and as such would not cause a warranty claim under this clause 2 to arise. Unless stated in the Goods Specification, all monitors provided by Xxxxx as part of the Goods will conform to ISO 9241-307 Class II pixel defect standard or any successor standard in either case as is in force on the delivery date. Pixel failure tolerance during the life of the monitor is as follows: Type 1 – 2 full bright (“stuck on white”) pixel Type 2 – 2 full dark (“stuck off”) pixel 5 – 10 single or double bright or dark sub-pixels (allowed pixel defects per 1 (one) million pixels in the TFT/LCD matrix) or as otherwise stated in the current ISO 9241-307 Class II pixel defect standard or any successor standard as in force on the delivery date. While the number of failed pixels remains within this tolerance, Stone shall have the right to decline any warranty claim and/or obligation to replace/repair a monitor on the grounds of pixel failure and the Goods will be deemed to be in conformance with the warranty. Any repaired or replacement Good provided which is not covered by the warranty in clause 2.1 will: be charged for based on Stone’s then current charging rates and/or prices (as applicable); and be supplied with the warranty provided at clause 2.1, but subject to a reduced warranty period of 3 months from the date of repair or delivery of the replacement Good. Xxxxx offers the Service of pre-loading the Customer’s units with any standard software build set out in the Order (“Software Build”). The following provisions apply in respect of each Software Build: Stone will also reapply the Software Build if necessary and required following any warranty repair by Stone within the relevant warranty period; Stone may delete the Software Build from Stone’s systems at the end of the warranty period applicable to the relevant Goods; the Customer warrants that it is fully authorised to require and permit Stone to apply and reapply the Software Build; and the Customer shall indemnify and keep indemnified Stone against any and all liability suffered by Xxxxx and arising from or due to any claim by a third party arising out of the application or the re- application by Xxxxx of the Software Build. Where the Goods and/or Deliverables include any software, the Customer acknowledges and agrees that Stone provides no warranty with the software and that the PROGRAM software will be licensed directly to the Customer by the software licensor and subject to any burdens and/or conditions attached to the relevant software licence. Stone does not warrant uninterrupted or error-free operation of the Goods, Deliverables or Services. Xxxxx provides no advice in relation to the environment or environmental controls which may be required at the Customer’s premises to safely and reliably operate and/or utilise the Goods and/or Deliverables and the Customer should obtain its own independent advice in this regard. The Customer shall substantially conform not remove or obscure any logo or writing on Goods and/or Deliverables that Stone has supplied to SIMBA the Customer. The Customer shall replace all batteries and other consumable parts of the Goods and/or Deliverables as required with compatible and approved consumables. The Customer shall not, and shall ensure that end users do not tamper with or attempt to repair or service the Goods and/or Deliverables or allow any party other than Stone to do so. Any attempt to do this may invalidate any applicable warranties. Except where there is a genuine dispute concerning the Charges, no warranty provided written specificationsby Stone shall apply for as long as the Charges or part of them is overdue for payment and any applicable warranty period shall be reduced by any period during which the Charges or part of them are overdue for payment. Stone shall have no liability for any Goods and/or Deliverables being defective or for defective Services where the defect has been caused by the Customer. Stone shall be entitled to rely on any information supplied by the Customer in respect of its requirements for software licences and Stone shall have no liability to the Customer for any inadequacy in the number of software licences supplied due to any information supplied by the Customer being inaccurate, incomplete, inadequate and/or misleading. Stone shall have no liability to the Customer for any matters which arise due to or in connection with a failure by the Customer to implement an appropriate environment or environmental controls at the Customer’s premises in relation to the operation or utilisation of the Goods and/or Deliverables. Stone shall have no liability to the Customer for any part of any Goods and/or Deliverables which is defective and/or defective Services, unless the event is notified to Stone in accordance with clause 1.13 in respect of any defects apparent on delivery. Stone shall have no liability for additional damage, loss, liability, claims, costs or expenses caused or contributed to by the Customer’s continued use of defective Goods and/or Deliverables after a defect has become apparent or suspected or should reasonably have become apparent to the Customer. Stone shall have no liability to the Customer to the extent that the Customer is covered by any policy of insurance and the Customer shall ensure that its insurers waive any and all rights of subrogation they may have against Stone. Stone shall have no liability to the Customer for any loss or damage which it may suffer as a result of the loss of any data or applications from any hard drive or other storage medium either during the repair or replacement of any Goods or the provision of any of the Services. The Customer must take responsibility for protecting against any such risks in such manner as it sees fit including making such backups as it may require of the information at such intervals as may be appropriate for its purposes. To enable Stone to assess whether the Goods, Deliverables and/or Services do not comply with any warranty given by Stone, the Customer shall (at the request of Stone) either procure Stone’s access to the relevant premises to enable Stone to view the defective Goods, Deliverables and/or Services and/or send in accordance with Stone’s instructions the defective Goods and/or Deliverables to Stone at its own cost for inspection. If the Customer is required to send the defective Goods and/or Deliverables to Stone for inspection and it is subsequently determined by Stone that the defect is within the scope of its warranty, Stone shall refund the costs reasonably incurred by the Customer in delivering the defective Goods and/or Deliverables to Stone. In the event of any alleged breach valid claim under any warranty in these Conditions being made by the Customer, Stone shall be entitled to re-perform the Services and/or replace the Goods and/or Deliverables free of charge or, at Stone’s sole discretion, refund to the Customer the Charges for the defective Goods and/or Services (or a proportionate part of the above express warrantiesCharges as appropriate) but Stone shall have no further liability to the Customer. SUPPORT PACKAGES Subject to the remaining provisions of this clause 3, you if the Customer has selected and Stone has agreed to provide a Support Package Stone shall, if a fault develops in respect of any Good during the Period, at Xxxxx’x option, either: repair the defective Good (or the appropriate component part(s) of that Good); or replace the defective Good (or the appropriate component part(s) of that Good); or refund an amount calculated in accordance with the following formula: A = B ÷ C x D Where: A is the amount of the refund; B is the total number of days in the period from the date on which the fault was first reported to Stone pursuant to clause 3.5 and the last day of the Period; C is the total number of days in the Period; and D is an amount equal to the price paid for the defective Good. Stone shall report have no obligations pursuant to this clause 3 if, in the details reasonable opinion of Xxxxx, the fault has arisen as a result of or has been exacerbated by: any accidental or wilful damage to the Good or any part of the Good; the Customer’s negligence; the improper or inadequate installation of the Good or any part of the Good (save where that installation was carried out by or on behalf of Stone); any use or storage of the Good or any part of the Good which is in any way contrary to the instructions or advice provided by Stone or (if appropriate) by the manufacturer of the Good; any improper or inadequate handling, maintenance or repair of the Good or any part of the Good (save where the same was carried out by on or behalf of Xxxxx); any alterations made to the Good or any part of the Good (save where such alleged breach alterations are carried out by or on behalf of Stone or have been expressly approved in writing and in advance by Xxxxx); the use of the Good or any part of the Good in conjunction with anything (including software) that has not been supplied by Stone (save where the use of that thing was expressly approved or authorised in any instructions or advice provided by Stone or (if appropriate) by the manufacturer of the Good); or a Force Majeure Event. Stone shall have no obligations pursuant to SIMBA within this clause 3 unless, throughout the specified ninety (90Period, the Customer: ensures that it only uses the Good(s) day warranty periodin accordance with the instructions and recommendations of the relevant manufacturer(s) of the Good(s); co-operates fully with Stone in the diagnosis and assessment of any fault that develops in respect of any Good including providing Stone with access to any information, documentation, software and personnel that may reasonably be required by Stone in order to comply with its obligations under this clause 3; and complies with its obligations under clause 3.5. Stone shall have no obligations pursuant to this clause 3 if: the fault relates to a Consumable and it has arisen in circumstances where Xxxxx reasonably concludes that the fault has been caused by something other than a Hardware Failure; or the fault relates to a Monitor and notwithstanding the fault the Monitor nevertheless continues to conform to and meet the standards for typical monitor resolutions that are set out in ISO-9241- 307:2008. If a fault develops with a Good: the Customer must notify Stone as soon as reasonably possible after becoming aware of the fault by phoning Xxxxx’x designated help line phone number within Working Hours; Stone shall, during the course of the call from the Customer referred to in clause 3.5.1, assess whether in the circumstances Stone has or could have any obligations pursuant to this clause 3; if Xxxxx concludes, acting reasonably, that it has no obligations pursuant to this clause 3 it shall not be required to do anything further but if Xxxxx concludes, acting reasonably, that it has obligations pursuant to this clause 3 the Customer shall arrange for the Good(s) to be returned to Stone by such alleged breach means and in such manner as may be specified by Xxxxx at the time; if the Good is reported as required and substantiated by SIMBAreturned to Stone pursuant to clause 3.5, your exclusive remedies shall beStone shall, at SIMBA’s sole option, for SIMBA if it chooses to promptly repair or replace that Good arrange for the PROGRAM Good to be returned to the Customer as soon as reasonably possible after the repair or replacement has taken place and by such means as Stone may reasonably select. Stone and the Customer acknowledge and agree that if Xxxxx is required pursuant to the provisions of this clause 3: to repair any portion thereof necessary defective Good (or a component part of any Good) Stone shall only be required to remedy ensure that following such repair the breach Good provides at least the same level of functionality as was provided by the Good before the fault developed; to replace any defective Good (or a component part of any Good) Stone shall not be required to ensure that the replacement Good or component is new and shall only be required to ensure that the same is free from defects and that following replacement the Good provides at least the same level of functionality as was provided by the Good before the fault developed; and to make a refund in relation to a defective Good Stone shall take reasonable steps to arrange for the fees actually received refund to be made to the Customer by SIMBA no later than 15 Business Days after the decision has been taken to make the refund or if later by the date falling three Business Days after the date on which Xxxxx takes possession of the defective Good. Stone and the Customer acknowledge and agree that in complying with the obligations under this clause 3: Stone shall not be responsible for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORTthe loss of any data that belongs to or was being stored by the Customer on the Good(s) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.or elsewhere; the Customer shall be solely responsible for ensuring that:
Appears in 1 contract
Samples: www.stonegroup.co.uk
Warranties. SIMBA warrants for a period Landlord shall use commercially reasonable efforts (but without any obligation to commence or pursue any litigation) to cause Contractor to complete with reasonable promptness the Punchlist Items and repair with reasonable promptness all defects in the construction of ninety Landlord’s Construction Work in accordance with the Approved CW Plans as to which Tenant notifies Landlord in writing (90which notice Tenant shall give within thirty (30) days following the Phase 1 Commencement Date). Notwithstanding the foregoing, Landlord shall cause all Punchlist Items that reasonably can be completed within thirty (30) days after Substantial Completion of the Landlord’s Construction Work to be completed within thirty (30) days after Substantial Completion of the Landlord’s Construction Work. Except for such Punchlist Items and except for latent defects and non-compliance of Landlord’s Construction Work with Applicable Laws, Tenant shall, subject to the terms hereof, be deemed to have accepted the Expansion Premises in the condition delivered to it “As Is,” provided, however, except as to those items that Landlord is required to correct pursuant to this Section, Landlord shall partially assign to Tenant (but without prejudice to any of Landlord’s rights of enforcement) all warranties that it has received under the construction contract, any subcontract, or from any material supplier. Notwithstanding the foregoing, if Tenant notifies Landlord within the period beginning on Substantial Completion of the Landlord’s Construction Work and continuing through the date that is twelve (12) months thereafter (the PROGRAM is delivered to you that “CW Warranty Period”), of (a) latent defects in the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event of any alleged breach construction of the above express warrantiesLandlord’s Construction Work; or (b) non-compliance of Landlord’s Construction Work with Applicable Laws, you then as Landlord’s sole and exclusive obligation with respect thereto, Landlord shall report the details of cause such alleged breach latent defect or non-compliance promptly to be remedied. All warranty claims shall be barred and shall lapse unless such claim is made in writing to SIMBA within Landlord, with a description of the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBAclaim made, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair on or replace before the PROGRAM or any portion thereof necessary to remedy expiration of the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYCW Warranty Period.
Appears in 1 contract
Samples: Lease (Illumina Inc)
Warranties. SIMBA warrants You expressly acknowledge and agree that use of the Font So£ware is at your sole risk. Except as may be otherwise provided for a period of ninety (90) days from herein, the date the PROGRAM Font So£ware and related documentation is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event “AS IS” and without warranty of any alleged breach of the above express warrantieskind and LETTERMIN MAKES NO WARRANTIES, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBAEXPRESS OR IMPLIED, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADEOTHERWISE. XXXXX LETTERMIN DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN OPERATION OF THE PROGRAM FONT SOFTWARE WILL MEET YOUR REQUIREMENTSBE UNINTERRUPTED OR ERROR-FREE, OR THAT THE OPERATION FONT SOFTWARE IS WITHOUT DEFECTS. THE FONT SOFTWARE IS NOT INTENDED AND WAS NOT DESIGNED OR MANUFACTURED FOR USE IN ANY CIRCUMSTANCES WHERE THE FAILURE OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTEDFONT SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR THAT DEFECTS SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. LETTERMIN WILL IN PROGRAM WILL NO EVENT BE CORRECTED. FURTHERMORELIABLE TO THE LICENSED USER OR ANY OTHER THIRD PARTY FOR ANY DIRECT, XXXXX DOES NOT WARRANT INDIRECT, CONSEQUENTIAL, OR MAKE ANY REPRESENTATIONS REGARDING INCIDENTAL DAMAGES, INCLUDING DAMAGES FROM LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF BUSINESS INFORMATION, ARISING OUT OF THE USE OR INABILITY TO USE THE RESULTS PRODUCT, EVEN IF LETTERMIN HAS BEEN ADVISED OF THE USE POSSIBILITY OF THE PROGRAM IN TERMS OF ITS CORRECTNESSSUCH DAMAGES. Under no circumstances will Lettermin’s liability exceed the substitution or the replacement cost of the Font So£ware, ACCURACY, RELIABILITY, OR OTHERWISEwhichever is less and at the sole discretion of Lettermin. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYThe terms of this Agreement are contractual in nature.
Appears in 1 contract
Samples: Lettermin Webfont License Agreement
Warranties. SIMBA Contractor warrants that: (a) it shall implement reasonable administrative, technical, and physical safeguards in an effort to secure its facilities and systems from unauthorized access and to secure the District Content (as defined below); (b) the functionality or features of the Service and Support may change but will not materially degrade during the Term; and (c) the Service will materially conform to its then-current documentation. As the District's sole and exclusive remedy for a period Contractor’s breach of ninety the warranties set forth in this Section 5: (90i) days Contractor shall correct the non-conforming Service at no additional charge to the District; or (ii) in the event Contractor is unable to correct such deficiencies after good-faith efforts, Contractor shall refund the District amounts paid that are attributable to the defective Service from the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specificationsContractor received such notice. In the event of any alleged breach of the above express warranties, you shall The District must report the details of such alleged breach deficiencies in writing to SIMBA Contractor within the specified ninety thirty (9030) day days of their identification in order to receive any warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this licenseherein. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE PROVIDED IN THIS SECTION 5 AND AGREE THAT TO THE USE MAXIMUM EXTENT OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBALAW, CONTRACTOR AND ANY APPLICABLE LICENSORSITS SUPPLIERS DISCLAIM ALL WARRANTIES, PROVIDES THE PROGRAM (INCLUDINGWHETHER WRITTEN, BUT NOT LIMITED TOORAL, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED IMPLIED, OR STATUORYSTATUTORY, INCLUDING, BUT NOT LIMITED TO WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX CONTRACTOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN RESULTS OR OUTCOMES FROM USE OF THE PROGRAM WILL MEET YOUR REQUIREMENTS, SERVICE OR THAT THE OPERATION OF THE PROGRAM SERVICE WILL BE ERROR FREE UNINTERRUPTED OR UNINTERRUPTEDERROR-FREE. TO THE EXTENT THE FOREGOING DISCLAIMER IS EXPRESSLY PROHIBITED BY LAW, OR THAT DEFECTS ANY AVAILABLE WARRANTY SHALL BE LIMITED TO THIRTY (30) DAYS AND TO THE SERVICE REMEDIES PROVIDED BY CONTRACTOR IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYSECTION 5.
Appears in 1 contract
Samples: dcps.dc.gov
Warranties. SIMBA Exaget warrants that the SDK materially conforms to the specifications and descriptions of the SDK as included on the Exaget web site (Xxxxxx.xxx) at the time of signature of this Agreement or the delivery of the SDK, whichever is earlier (“Specification”). The period for a period of this warranty is ninety (90) days from the date of delivery or installation, whichever is earlier. Should the PROGRAM SDK not materially conform with the Specification and provided that Developer notifies Exaget thereof during the warranty period, Exaget will render the SDK so that it conforms with the Specification or revoke this license and give Developer full refund of the license fees paid by Developer for the use of the SDK. Exaget is delivered to you that not responsible for the PROGRAM shall substantially conform to SIMBA operation of an external telecommunications operator or the operation or malfunctions of telecommunication links, public data network or public communications provided written specificationsby the telecommunications operator. In Notwithstanding the event of any alleged breach warranty provisions of the above express warrantiesparagraph, you Exaget shall report have no warranty obligations if (i) Developer has used or is using the details of SDK in a manner or in such alleged breach environment that does not conform to Exaget's written instructions or the provisions in writing to SIMBA within the specified ninety SDK documentation, (90ii) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM Developer or any portion thereof necessary third party has modified, or attempted to remedy modify the breach SDK, (iii) errors are caused by Developer’s software or hardware malfunctions or failures, or (iv) Developer has refused to refund the fees actually received implement any changes recommended by SIMBA for this licenseExaget. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISKEXAGET MAKES NO OTHER WARRANTIES. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX EXAGET DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM SDK WILL MEET YOUR REQUIREMENTS, THE DEVELOPER’S REQUIREMENTS OR THAT THE OPERATION SDK WILL OPERATE UNINTERRUPTED OR ERROR-FREE OR IN ALL COMBINATIONS SELECTED FOR USE. ESPECIALLY THERE ARE NO EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO IMPLIED NON-INFRINGEMENT WARRANTY AND ANY WARRANTY IS STRICTLY LIMITED TO WHAT IS EXPRESSLY AGREED. CERTAIN ELEMENTS OF THE SDK ARE LICENSED FROM THIRD PARTIES FREE OF CHARGE OR COMMERCIALLY. THERE IS NO WARRANTY FOR THOSE ELEMENTS OF THE PROGRAM, TO THE EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT WHEN OTHERWISE STATED IN WRITING, EXAGET, THE COPYRIGHT HOLDERS AND/OR OTHER PARTIES PROVIDE THOSE ELEMENTS OF THE PROGRAM WILL BE ERROR FREE "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR UNINTERRUPTEDIMPLIED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMOREINCLUDING, XXXXX DOES BUT NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING LIMITED TO, THE USE OR THE RESULTS WARRANTIES OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESSMERCHANTABILITY, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE FITNESS FOR A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYPARTICULAR PURPOSE AND NON-INFRINGEMENT.
Appears in 1 contract
Samples: www.exaget.com
Warranties. SIMBA Velodyne makes no warranty or representations regarding manufacturing costs or xxxx of materials costs. Velodyne makes no warranty or representations regarding manufacturing times or yields. Pursuant to SEC Release 34-85381, certain identified information has been excluded from this Exhibit because it is (i) not material and (ii) would be competitively harmful if publicly disclosed. 14 Velodyne represents and warrants that: (i) the information, documents and other materials provided to Veoneer hereunder will conform materially to what has been agreed between the Parties regarding the same (which shall be specified with particularity in the Definitive Agreement); and (ii) said information, documents and other materials will be sufficient for a period reasonably qualified personnel to develop the initially targeted Licensed Products meeting reasonable customer requirements, save for the automotive grade improvements (which will be the sole responsibility of ninety (90) days from the date the PROGRAM Veoneer). For clarity, it is delivered to you agreed that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event of sole remedy for any alleged breach of the above express warrantiesrepresentation and warranty other than willful misconduct or gross failure will be the providing of remedied information, you shall report documents and other materials to support Veoneer and that, in no event, will any possible monetary liability on the details part of such alleged breach Velodyne for the same exceed $[*] USD in writing the aggregate. Velodyne represents and warrants that the [*] design and the Licensed Products, to SIMBA within the specified ninety extent comprising the [*] design and excluding any automotive grade and other improvements or modifications created by Veoneer, do not infringe any third-party intellectual property rights. Notwithstanding anything to the contrary, Velodyne does not provide any warranty and disclaims all liability with respect to products produced by Veoneer (90including, without limitation, Licensed Products) day warranty period. If such alleged breach is reported as required and substantiated by SIMBAand, your exclusive remedies shall be, at SIMBA’s sole option, save for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for warranties expressly provided above in this licenseSection 5.9. EXCEPT AS SET FORTH ABOVEIN THE PRECEDING SENTENCE, YOU EXPRESSLY ACKNOWLEDGE VELODYNE MAKES NO WARRANTY WITH RESPECT TO ANY LICENSED PRODUCT, VELODYNE INTELLECTUAL PROPERTY, VELODYNE SERVICES, VELODYNE INTELLECTUAL PROPERTY RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT, ANY AND AGREE THAT THE USE ALL OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) FOREGOING ARE PROVIDED ON AN "“AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED AND VELODYNE HEREBY DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION PURPOSE AND NONINFRINGEMENT WITH RESPECT TO ANY AND ALL OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYFOREGOING.
Appears in 1 contract
Samples: License and Supply Agreement (Velodyne Lidar, Inc.)
Warranties. SIMBA ALFAKLEEN hereby warrants that its products delivered are free from the rightful claim of third parties. ALFAKLEEN shall indemnify SALES REP in the event that SALES REP is sued with respect to copyright infringement on products listed in EXHIBIT "A". ALFAKLEEN warrants that its products will perform in accordance with the associated ALFAKLEEN Reference Manuals for a period of ninety one (903) days from years (unless otherwise specified) following the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specificationsproducts are received. In the event of any alleged breach of physical defects in the above express warrantiesproduct, you ALFAKLEEN shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair its option refund or replace them. Neither ALFAKLEEN nor any other entity makes, or is authorized, to make any express warranty which differs from or extends the PROGRAM or any portion thereof necessary to remedy express warranty prescribed herein. There are no warranties expressed which extend beyond the breach or to refund the fees actually received by SIMBA for description contained in this licenseagreement. ALFAKLEEN EXPRESSLY DISCLAIMS ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY AS WELL AS ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR PARTICULAR PURPOSE, EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE HEREIN. THE PURCHASE AND AGREE ACCEPTANCE OF THESE PRODUCTS SHALL BE ON THE CONDITION THAT ALFAKLEEN SHALL NOT BE LIABLE FOR ANY INCIDENTAL AND/OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER. THE USE REMEDIES PROVIDED FOR IN THIS LIMITED WARRANTY ARE THE SOLE AND EXCLUSIVE REMEDIES PROVIDED TO PURCHASERS OF ALFAKLEEN PRODUCTS AND NO OTHER REMEDY WHATSOEVER SHALL BE AVAILABLE IN THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT EVENT OF A BREACH OF ANY WARRANTY OF ANY KINDPROVIDED HEREIN. Should any part of this warranty, EITHER EXPRESSfor any reason be declared or found to be invalid, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYsuch decision or finding shall not affect the validity of the remaining portions of the warranty.
Appears in 1 contract
Samples: Sales Rep Agreement
Warranties. SIMBA The Manufacturer warrants products manufactured or supplied by it, other than (1) consumable components or accessories, and (2) disposable components or accessories, to be free from defects in materials and workmanship for a period of ninety twelve (9012) days months from the date of shipment, provided that products are installed by the PROGRAM is delivered Manufacturer or the Manufacturer's authorized representative. Buyer may only be deemed an authorized representative for purposes of this Limited Warranty if Buyer receives prior written permission from the Manufacturer to you perform the installation using the Manufacturer's specified documentation and procedure and written confirmation from Buyer that the PROGRAM unit has been installed in good working condition. During the warranty period, any product determined by the Manufacturer to be defective, shall substantially conform to SIMBA provided be repaired or replaced at the Manufacturer's sole option. Such repair or replacement shall be the Manufacturer's sole obligation and Buyer's sole remedy hereunder and shall be conditioned upon the Manufacturer receiving written specifications. In the event of any alleged breach of the above express warranties, you shall report the details notice of such alleged breach in writing to SIMBA defect within the specified ninety ten (9010) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall bedays after its discovery and, at SIMBA’s sole Manufacturer's option, for SIMBA return of such products to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy Manufacturer, F.O.B. the breach or to refund the fees actually received by SIMBA for this licenseManufacturer's designated facility. EXCEPT PRODUCTS FURNISHED MAY CONTAIN MODULES OR COMPONENTS WHICH HAVE BEEN PREVIOUSLY USED IN OTHER PRODUCT SYSTEMS. ANY SUCH PREVIOUSLY USED MODULES OR COMPONENTS HAVE BEEN INSPECTED, SERVICED, OR REPROCESSED AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE APPROPRIATE AND AGREE THAT MEET THE USE MANUFACTURER'S SPECIFICATIONS FOR NEWLY MANUFACTURED MODULES OR COMPONENTS. WARRANTY AND DISCLAIMER. THE ABOVE LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBAMANUFACTURER, EXPRESS OR IMPLIED, WRITTEN OR ORAL; MANUFACTURER DISCLAIMS AND EXCLUDES ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORYWARRANTY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE MANUFACTURER BE LIABLE FOR LOSS OF USE, ACCURACYLOSS OF PROFITS, NON-INFRINGEMENTPUNITIVE OR OTHER CONSEQUENTIAL, INCIDENTAL OR CONDITION ARISING FROM COURSE OF PERFORMANCESPECIAL DAMAGES WHATSOEVER. ALL EQUIPMENT OR MAJOR COMPONENTS MANUFACTURED BY A PARTY OTHER THAN THE MANUFACTURER IS SOLD "AS IS" AND WITHOUT ANY WARRANTIES, COURSE OF DEALING EXPRESSED OR USAGE OF TRADEIMPLIED. XXXXX DOES NOT WARRANT THAT USED AND REFURBISHED EQUIPMENT MANUFACTURED BY THE FUNCTIONS CONTAINED MANUFACTURER ONLY HAVE LIMITED WARRANTIES AS STATED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYSECTION 2 ABOVE.
Appears in 1 contract
Samples: Distribution and Supply Agreement (Dusa Pharmaceuticals Inc)
Warranties. SIMBA warrants TAL expressly disclaims all warranties, express or implied with respect to the Product and related materials, or their quality of performance including warranties of merchantability and fitness for a period particular purpose. TAL makes no representation concerning the likelihood of ninety (90) profitable trading using the Product. The Product is licensed "as is" and "with all faults". PQT shall not extend any warranties for or on behalf of TAL and shall make no representation or warranty regarding the Product or the likelihood of profitable trading based on the Product. In no event shall TAL incur any liability to PQT or any customer of PQT arising out of any contract or arrangement between PQT and any of its customers unless TAL shall expressly and in writing agree to the contrary. ALL WARRANTIES, EXPRESS OR IMPLIED, WHETHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR USE ARE HEREBY DISCLAIMED IN THEIR ENTIRETY. TAL DOES NOT ASSUME, NOR AUTHORIZE ANY OTHER PERSON TO ASSUME FOR IT, ANY OTHER LIABILITY IN CONNECTION WITH THE DESIGN, MANUFACTURE, LICENSING, INSTALLATION, OR USE OF ANY OF ITS PRODUCTS. NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE LICENSING, DESIGN, MANUFACTURE, INSTALLATION OR USE OF ANY PRODUCTS, WHETHER DUE TO NEGLIGENCE OR ANY OTHER CAUSE. TAL's liability, if any, under this Agreement, shall in all events be limited to repair or replacement at TAL's sole option of any Product which is defective in a material manner, which shall be PQT's sole and exclusive remedy; provided, however, that if any such defective Product cannot in TAL's sole opinion be repaired or replaced, then TAL's liability shall be limited to the return of the last month's license payment thereof paid in connection with or for such defective Product. Either party shall have the option to terminate this Agreement upon notice to the other party delivered within fifteen days from after such payment. Any unauthorized modification or improvement to the date Product which affects the PROGRAM is Product as delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NONPQT will void TAL's then-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYcurrent warrant.
Appears in 1 contract
Samples: Software License and Distributor Agreement (Pcquote Com Inc)
Warranties. SIMBA a. Thread warrants for that during an applicable Subscription Term and provided that Customer is not in breach of this Agreement that: (i) the Solutions shall materially perform as described in the Documentation and any Order Form and (ii) any professional Services shall be performed in a period of ninety professional and workmanlike manner (90) days from collectively, the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications“Performance Warranty”). In the event of any alleged breach of the above express warrantiesPerformance Warranty, you Thread shall report the details of such alleged breach in writing make reasonable efforts to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary nonconforming Solutions at no additional cost to remedy the breach or to refund the fees actually received by SIMBA for this licenseCustomer. EXCEPT FOR THE WARRANTIES DESCRIBED IN THIS SECTION, THE SOLUTIONS ARE PROVIDED “AS SET FORTH ABOVEIS” WITHOUT WARRANTY OF ANY KIND, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE AND ANY WARRANTIES OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADETITLE. XXXXX THREAD DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM SOLUTIONS WILL BE ERROR FREE OR UNINTERRUPTED, OR ERROR FREE. CUSTOMER IS RESPONSIBLE AND THREAD SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM SOLUTIONS COMPLIES WITH APPLICABLE LAWS IN TERMS OF ITS CORRECTNESSTHE JURISDICTION(S) IN WHICH CUSTOMER MAY DEPLOY AND USE THE SOLUTIONS. CUSTOMER FURTHER ACKNOWLEDGES THAT THE SOLUTIONS ARE INTENDED TO COLLECT AND PROCESS DATA FROM DRONE-BASED INSPECTIONS AND MAY BE LIMITED BY WEATHER, ACCURACY, RELIABILITYENVIRONMENTAL, OR OTHERWISEOTHER CONDITIONS OF THE INSPECTED SUBJECT MATTER OR THE EQUIPMENT BEING USED FOR INSPECTIONS THAT ARE BEYOND THREAD'S CONTROL. NO ORAL THE SOLUTIONS CAN ONLY RENDER REPORTS OR WRITTEN RECOMMENDATIONS BASED ON DATA AND INFORMATION GATHERED ABOUT THE INSPECTED STRUCTURE AND COMPONENTS AT THE TIME OF AN INSPECTION. WARRANTIES ARE NOT GIVEN ON ANY INSPECTED STRUCTURES OR ADVICE GIVEN BY SIMBA COMPONENTS AND THREAD CANNOT BE LIABLE FOR DEFECTS OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE MALFUNCTIONS OF ANY STRUCTURES OR COMPONENTS. CUSTOMER ACCEPTS THAT THE SOLUTIONS MAY NOT IDENTIFY ALL DEFECTS OR IRREGULARITIES BECAUSE DEFECTS MAY OCCUR INTERMITTENTLY OR A WARRANTY DEFECT OR IN ANY WAY INCREASE IRREGULARITY IS CONCEALED AT THE SCOPE TIME OF THIS WARRANTYINSPECTION.
Appears in 1 contract
Samples: thread.one
Warranties. SIMBA warrants STAYmyway or Reseller shall use commercially reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Subscriber understands and agrees that Services may be temporarily unavailable for a period scheduled maintenance or for unscheduled emergency maintenance, either by STAYmyway or by third-party providers, or because of ninety (90) days from the date the PROGRAM is delivered other causes beyond STAYmyway’s reasonable control, but STAYmyway shall use reasonable efforts to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event provide advance notice in writing or by e-mail of any alleged breach of scheduled service disruption. STAYmyway’s service term commitments shall be set forth in the above express warrantiesSupport Policy with the understanding that STAYmyway shall be in no manner liable or responsible, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole optionwhatsoever, for SIMBA to promptly repair any failed commitments that are not solely the fault of STAYmyway or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this licensethat arise as a result of a Force Majeure event. EXCEPT AS SET FORTH ABOVE. NOTWITHSTANDING THE FOREGOING, YOU EXPRESSLY ACKNOWLEDGE AND AGREE STAYMYWAY DOES NOT WARRANT THAT THE SERVICES WILL OPERATE UNINTERRUPTED, BE FREE OF ANY VIRUSES OR HARMFUL COMPONENTS, BE ERROR FREE OR ACHIEVE ANY RESULTS EXPECTED BY SUBSCRIBER; NOR DOES STAYMYWAY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED OR EXPECTED FROM USE OF THE PROGRAM IS AT YOUR SOLE RISKSERVICES. SIMBATHE SERVICES ARE PROVIDED “AS IS” AND STAYmyway DISCLAIMS ALL WARRANTIES, AND ANY APPLICABLE LICENSORSEXPRESS OR IMPLIED, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.Xxxx will insert service level……
Appears in 1 contract
Samples: Staymyway Terms and Conditions
Warranties. SIMBA Noble warrants that, for a period of ninety thirty (9030) days from following Client acceptance of the date Licensed Software furnished under this Agreement or the PROGRAM is delivered deliverables provided pursuant to you that a Work Order hereunder (the PROGRAM shall "Warranty Period"), the Licensed Software, exclusive of Third Party Materials, will substantially conform to SIMBA provided written specificationsthe accepted level of performance as set forth in Section 5.2(a) ("Warranty"). To the extent that Client notifies Noble in writing during the applicable Warranty Period of any material non-conformity of the Licensed Software or deliverables with such acceptance level, and provides Noble with (a) Client's estimation of the severity of such non-conformity and (b) such printouts, typescripts, documentation and other details of such non-conformity as Noble shall request, Noble's sole obligations to use reasonable commercial measures to remedy or provide a work-around for such defect. In determining the timing of its response, Noble shall be entitled to take into account the severity of the defect. In the event that Noble determines that the Licensed Software is not defective in such respect, Client shall reimburse Noble for its services at Noble's then current consulting rate for such services. To the extent its agreement with a supplier of Third Party Materials permits, Noble shall pass through to Client any performance warranty relative to such Third Party Materials; provided, however, that Noble makes no additional or supplemental warranty with respect thereto. Noble warrants that it has, and on the date of acceptance of the Licensed Software will have, the full right and authority to grant this license and that neither this license nor performance under this Agreement does or shall conflict with any other agreement or obligation to which Noble is a party or by which it is bound. Noble warrants that its technical and consulting services will be of a professional quality conforming to generally accepted industry standards and practices. During the thirty (30) day period following completion of any alleged such services, Noble shall, upon receipt of written notice from Client describing a breach of the above express warrantiesforegoing Warranty in such reasonable detail as is requested by Noble, you perform the services described in such written notice so as to conform to generally-accepted industry standards and practices. These warranties do not cover defects or nonperformance due to causes and products external to the Licensed Software, and are not valid with respect to such defects or nonperformance. If the Licensed Software is not in substantial compliance with the warranties contained in this Agreement at the end of the Warranty Period, Noble shall report extend the details Warranty Period until the Licensed Software is brought into such compliance. If any modification is made to the Licensed Software by Client without Noble's approval, this Warranty shall immediately be terminated with respect to such modified software. Correction for difficulties or defects traceable to Client's unauthorized modifications or unauthorized systems changes shall be billed to Client at Noble's standard time and material charges. Noble makes no warranties with regard to Third Party Materials. Along with the transfer of title, Noble agrees to transfer and assign to Client all of Noble's rights and interests in and with respect to all purchase agreements for Third Party Materials being supplied under this Agreement between Noble and other manufacturers and distributors, subject to any limitations set forth in such agreements relating to such transfers. Upon request by Client, all purchase agreements will be submitted to Client for prior approval. Noble will execute any documents or instruments reasonably necessary to effect the transfer and assignment of Noble's rights and interests thereunder. Noble makes no representation as to the effectiveness, adequacy or enforceability of such alleged breach in writing transferred rights. Except as otherwise specifically provided by this Agreement, Noble's sole liability for any damages relating to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.the
Appears in 1 contract
Samples: Software License Agreement
Warranties. SIMBA warrants The following replaces the Section for a period “Disclaimer of ninety (90) days from Warranty” in the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. License Agreement: EXCEPT AS EXPRESSLY SET FORTH ABOVEHEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY ACKNOWLEDGE ANY AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBAALL SOFTWARE, DOCUMENTATION, CONFIDENTIAL INFORMATION AND ANY APPLICABLE LICENSORS, PROVIDES OTHER TECHNOLOGY OR MATERIALS PROVIDED BY SERVICE PROVIDER TO THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "CUSTOMER ARE PROVIDED “AS IS", “WHERE IS” BASIS AND WITHOUT ANY WARRANTY OF ANY KIND. EXCEPT AS OTHERWISE STATED IN THIS LICENSE AGREEMENT, EITHER EXPRESSSERVICE PROVIDER MAKES NO OTHER WARRANTIES, IMPLIED EXPRESS OR STATUORYIMPLIED, INCLUDING, BUT NOT LIMITED TO THE INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACYAND NONINFRINGEMENT. THE TERMS IMPLIED BY SECTIONS 3-5 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982 ARE, NONTO THE FULLEST EXTENT PERMITTED BY LAW, EXCLUDED FROM THE CONTRACT. The following replaces the Section for “Services Warranty” in the SaaS Terms: Service Provider warrants that all services performed hereunder shall be performed with reasonable skill and care. The following replaces the Section for “Disclaimer of Warranties” in the SaaS Terms: ANY AND ALL OF SOFTWARE, SERVICES, CONFIDENTIAL INFORMATION AND ANY OTHER TECHNOLOGY OR MATERIALS PROVIDED BY SERVICE PROVIDER TO THE CUSTOMER ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. EXCEPT AS OTHERWISE EXPRESSLY STATED IN SECTION 6 OF THESE SAAS TERMS, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE TERMS IMPLIED BY SECTIONS 3-INFRINGEMENT5 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982 ARE, TO THE FULLEST EXTENT PERMITTED BY LAW, EXCLUDED FROM THE CONTRACT. The following replaces the Section for “Warranty” in the Support Agreement: Service Provider warrants all services performed under this Support Agreement shall be performed with reasonable skill and care. EXCEPT AS OTHERWISE STATED IN THIS SUPPORT AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONDITION ARISING NONINFRINGEMENT. THE TERMS IMPLIED BY SECTIONS 3-5 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982 ARE, TO THE FULLEST EXTENT PERMITTED BY LAW, EXCLUDED FROM COURSE THE CONTRACT. The following replaces the Section for “Warranty” in the Services Agreement: Service Provider warrants that it has the right to enter into this Services Agreement and that all Services performed under this Services Agreement shall be performed with reasonable skill and care. EXCEPT AS OTHERWISE STATED IN THIS SERVICES AGREEMENT, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF PERFORMANCEMERCHANTABILITY, COURSE OF DEALING OR USAGE OF TRADE. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTSFITNESS FOR A PARTICULAR PURPOSE, OR THAT NONINFRINGEMENT. THE OPERATION TERMS IMPLIED BY SECTIONS 3-5 OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTEDSUPPLY OF GOODS AND SERVICES ACT 1982 ARE, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORETO THE FULLEST EXTENT PERMITTED BY LAW, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING EXCLUDED FROM THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYCONTRACT.
Appears in 1 contract
Samples: Country Specific Terms
Warranties. SIMBA Pluralsight warrants for a period of ninety (90) days from the date the PROGRAM is delivered to you that the PROGRAM shall On-Premise Flow Software will substantially conform to SIMBA provided written specificationsthe applicable Documentation for the term of the applicable Sales Order. This warranty does not apply if the On-Premise Flow Software: (i) has been altered, except by Pluralsight or its authorized representative, (ii) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Pluralsight, (iii) has been subjected to abnormal physical or electrical stress, abnormal environmental conditions, misuse, negligence, or accident; or (iv) is licensed for beta, evaluation, testing or demonstration purposes or other circumstances for which Pluralsight does not receive a payment of a purchase price or license fee. Pluralsight will use commercially reasonable efforts to deliver to Customer On-Premise Flow Software free from any viruses, programs, or programming devices designed to modify, delete, damage, or disable the software in violation of the Documentation provided. In addition, Pluralsight does not warrant that the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM software or any portion thereof necessary equipment, system or network on which the software is used will be free of vulnerability to remedy the breach intrusion or to refund the fees actually received by SIMBA for this licenseattack. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. XXXXX PLURALSIGHT DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OPERATION OR THAT THE OPERATION OTHER USE OF THE PROGRAM ON-PREMISE FLOW SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR UNINTERRUPTEDWILL NOT CAUSE DAMAGE OR DISRUPTION TO CUSTOMER’S DATA, COMPUTERS OR NETWORKS. WITHOUT LIMITING THE FOREGOING, PLURALSIGHT WILL HAVE NO LIABILITY ARISING FROM ANY SECURITY INCIDENT OR DATA LOSS THAT WOULD HAVE BEEN PREVENTED IF CUSTOMER HAD IMPLEMENTED A REASONABLE SECURITY SOLUTION, DEVICE(S), OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMOREFEATURES, XXXXX DOES INCLUDING BUT NOT WARRANT LIMITED TO “PATCHES,” FIXES AND UPDATES FOR THE ON-PREMISE FLOW SOFTWARE PROVIDED OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN MADE AVAILABLE BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYPLURALSIGHT TO CUSTOMER.
Appears in 1 contract
Samples: Master Services Agreement
Warranties. SIMBA warrants for a period of ninety Except as otherwise provided herein, THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL OPC MARKETING, INC. OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (90INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION) days from the date the PROGRAM is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair or replace the PROGRAM or any portion thereof necessary to remedy the breach or to refund the fees actually received by SIMBA for this license. EXCEPT AS SET FORTH ABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT ARISING OUT OF THE USE OF OR INABILITY TO USE THE PROGRAM IS AT YOUR SOLE RISKSOFTWARE, EVEN IF OPC MARKETING, INC. SIMBAHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Computers, AND ANY APPLICABLE LICENSORSif purchased from OPC MARKETING, PROVIDES INC., are warranted for one (1) year from date of purchase, provided there has been no abuse or misuse. OPC MARKETING, INC. warrants that its software and hardware will be free of any significant defect. OPC MARKETING, INC. will correct or replace defective materials. This warranty is not valid if a surge protector and/or a battery backup (uninterruptible power supply) are not used to protect the system. OPC MARKETING, INC. cannot be held responsible for any kind of physical damages, including lightning, to the hardware or software. Any contamination of the system by viruses will void this warranty. OPC MARKETING, INC. cannot be responsible if Subscriber makes changes, misuses, or tampers with the software or hardware after Subscriber receives them. Any installation of other software or changes by Subscriber may void the warranty; any tech support required because of virus contamination will be at Subscriber’s expense at the rate of $150 per hour. This warranty and the obligations and liabilities of OPC MARKETING, INC. are in lieu of, and Subscriber waives, all other warranties, guarantees, conditions, or liabilities, expressed or implied, arising by law or otherwise, INCLUDING WITHOUT LIMITATION THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY IMPLIED WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ACCURACYand further including without limitation consequential damages, NON-INFRINGEMENTwhether or not caused by OPC MARKETING, OR CONDITION ARISING FROM COURSE OF PERFORMANCEINC.’s negligence. This warranty shall not be extended, COURSE OF DEALING OR USAGE OF TRADEaltered, or varied except by a written agreement signed by OPC MARKETING, INC. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTSand Subscriber. Subscriber is responsible for the cost of shipping on any returned hardware. OPC MARKETING, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTEDINC. is not responsible for any failure of a DNC or wireless list provider to deliver its data accurately, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTEDcompletely, or in a timely way. FURTHERMOREOPC MARKETING, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESSINC. is not responsible for damages resulting from improper or incomplete use by Subscriber of OPC MARKETING, ACCURACYINC.’s products and services. OPC MARKETING, RELIABILITYINC. cannot be responsible if Subscriber makes changes, OR OTHERWISEmisuses, or tampers with the software or hardware after Subscriber receives them. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTYAny installation of other software or changes by Subscriber may void the warranty and Subscriber will be charged a $295 reconfiguration fee.
Appears in 1 contract
Samples: Cloud Software Client Agreement
Warranties. SIMBA Distributor represents and warrants that: (i) Distributor has the knowledge, experience, expertise, and resources to perform all of its obligations under this Agreement; (ii) Distributor has full power and authority to execute, deliver and perform this Agreement; it is a corporation duly organized, validly existing and in good standing under the laws governing its incorporation and has full corporate power and authority to execute, deliver and perform this Agreement; (iii) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action of Distributor and Distributor is qualified to do business in all jurisdictions where such qualification is required for a period its performance hereunder; and (iv) Distributor holds, and throughout the term of ninety (90) days from the date the PROGRAM this Agreement shall maintain, all required permits, licenses, approvals or other authorizations, and is delivered to you that the PROGRAM shall substantially conform to SIMBA provided written specifications. In the event of any alleged breach of the above express warranties, you shall report the details of such alleged breach in writing to SIMBA within the specified ninety (90) day warranty period. If such alleged breach is reported as required and substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to promptly repair compliance with all necessary legal or replace the PROGRAM or any portion thereof other requirements necessary to remedy the breach or to refund the fees actually received by SIMBA for perform its obligations under this licenseAgreement. EXCEPT Disclaimer of Warranties. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS AS SET FORTH ABOVETO PERFORMANCE OF COMPANY PRODUCTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBAALL IMPLIED WARRANTIES, AND ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “WHERE IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUORY, INCLUDING, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITYMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND NONINFRINGEMENT, ACCURACYARE HEREBY EXCLUDED BY COMPANY. Distributor Warranty. Distributor will make no warranty, NON-INFRINGEMENTguarantee or representation, whether written or oral, on Company’ behalf. Limited Liability. COMPANY WILL NOT BE LIABLE FOR ANY LOST PROFITS OR CONDITION FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER SPECIAL DAMAGES SUFFERED BY DISTRIBUTOR, ITS CUSTOMERS OR OTHERS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR COMPANY PRODUCTS, FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY AND BREACH OF WARRANTY) EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM COURSE COMPANY’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL COMPANY’ TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT OR COMPANY PRODUCTS, FROM ALL CAUSES OF PERFORMANCEACTION OF ANY KIND, COURSE INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY AND BREACH OF DEALING OR USAGE OF TRADEWARRANTY, EXCEED THE TOTAL AMOUNT PAID BY DISTRIBUTOR HEREUNDER. XXXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTSDistributor agrees that the limitations of liability and disclaimers of warranty set forth in this Agreement will apply regardless of whether Company has tendered delivery of Company Products or Distributor has accepted any Company Product. Distributor acknowledges that Company has set its prices and entered into this Agreement in reliance on the disclaimers of liability, OR THAT THE OPERATION OF THE PROGRAM WILL BE ERROR FREE OR UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTEDthe disclaimers of warranty and the limitations of liability set forth in this Agreement and that the same form the basis of the bargain between the parties. FURTHERMORE, XXXXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.Territorial Restrictions
Appears in 1 contract
Samples: Distributor Agreement
