Software Warranty. Licensor warrants it has the right and authority to grant the Licence. Licensor warrants the media upon which the Software is supplied to be free from defects, under normal use, for a period of ninety (90) days from the date of purchase. Licensor will replace any defective media if returned within ninety (90) days after purchase. Licensor warrants that the Software will perform substantially in accordance with its specifications for a period of ninety (90) days from the date of purchase. The foregoing warranty is void if failure of the Software is from accident, abuse or misapplication. Licensor's sole obligation and Licensee’s exclusive remedy under this warranty, shall be, at Licensor's option, to either return the price paid, or to repair or replace the Software that fails to meet the limited warranty. Licensor does not warrant that the functions contained in the Software will meet Licensee’s requirements, or that the operation of the Software will be uninterrupted or error free. Licensor offers no warranty regarding the performance of the Software. Limitation of Liability Licensor will not be held responsible for any loss, damages, claims or costs whatsoever, including any consequential, indirect or incidental damages, lost profits, lost savings, business interruption, lost data or files or damage to property caused by Licensee’s use of the Software, or its inability to use the Software. Licensor's total liability to Licensee, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement, shall be limited to the Licence fees paid in the period which is 12 months prior to the date on which the event giving rise to the liability first arose. Licensor does not exclude liability for personal injury or death to the extent caused by the negligence of Licensor or any other liability that may not be excluded by law. Licensor shall not be responsible for problems caused by changes in the operating characteristics of computer hardware or computer operating systems which are made after the release of the Software. Any condition or warranty which would otherwise be implied or incorporated into this Agreement, whether by statue, common law or otherwise, is excluded to the extent permissible by law.
Appears in 4 contracts
Samples: Software Licence Agreement, www.micromine.com, www.micromine.com
Software Warranty. Licensor warrants it has the right and authority to grant the Licence. Licensor warrants the media upon which the Software is supplied to be free from defects, under normal use, for a period of ninety (90) days from the date of purchase. Licensor will replace any defective media if returned within ninety (90) days after purchase. Licensor warrants that the Software will perform substantially in accordance with its specifications for a period of ninety (90) days from the date of purchase. The foregoing warranty is void if failure of the Software is from accident, abuse or misapplication. Licensor's sole obligation and Licensee’s exclusive remedy under this warranty, shall be, at Licensor's option, to either return the price paid, or to repair or replace the Software that fails to meet the limited warranty. Licensor does not warrant that the functions contained in the Software will meet Licensee’s requirements, or that the operation of the Software will be uninterrupted or error free. Licensor offers no warranty regarding the performance of the Software. Limitation of Liability Licensor will not be held responsible for any loss, damages, claims or costs whatsoever, including any consequential, indirect or incidental damages, lost profits, lost savings, business interruption, lost data or files or damage to property caused by Licensee’s use of the Software, or its inability to use the Software. Licensor's total liability to Licensee, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement, shall be limited to the Licence fees price paid in by Licensee for the period which is 12 months prior to the date on which the event giving rise to the liability first aroseLicence. Licensor does not exclude liability for personal injury or death to the extent caused by the negligence of Licensor or any other liability that may not be excluded by law. Licensor shall not be responsible for problems caused by changes in the operating characteristics of computer hardware or computer operating systems which are made after the release of the Software. Any condition or warranty which would otherwise be implied or incorporated into this Agreement, whether by statue, common law or otherwise, is excluded to the extent permissible by law.
Appears in 2 contracts
Samples: Licence Agreement, Software Licence Agreement
Software Warranty. Licensor warrants it has the right and authority to grant the Licence. Licensor warrants the media upon which the Software is supplied to be free from defects, under normal use, Licensee that for a period of ninety (90) days from the date of purchase. Licensor will replace any defective media if returned within ninety (90) days after purchase. Licensor warrants that the Software will perform substantially in accordance with its specifications for a period of ninety (90) days from the date of purchase. The foregoing warranty is void if failure shipment of the software set forth on Exhibit B (“Licensed Software”) from Licensor to Licensee, the Licensed Software is from accident, abuse shall perform in substantial conformity with any specifications or misapplication. Licensor's sole obligation and performance criteria published in any documentation related to the Licensed Software (“Software Documentation”) provided by Licensor to Licensee’s exclusive remedy under this warranty, shall be, at Licensor's option, to either return the price paid, or to repair or replace the Software that fails to meet the limited warranty. Licensor does not warrant that the functions contained in the Software will meet Licensee’s requirements, or that the operation use of the Licensed Software will be uninterrupted or error error-free. Licensor offers warrants that the Licensed Software accurately receives, provides and processes date data, within from and between centuries, leap years and other years. Licensee shall have no warranty regarding rights with respect to the performance foregoing warranties and the warranties shall be deemed not to apply to Licensee unless: (i) the Licensed Software is used on the designated Yukon system operating at GRPU, which Licensor has confirmed to Licensee in writing, a) in a proper manner, b) in compliance with this Agreement and with all Software Documentation, and c) solely for use as required to operate the Licensed Software as set forth in the Software Documentation; (ii) no modifications or alterations to the Licensed Software have been made other than by Licensor or other than with Licensor’s prior written consent; and (iii) no act or cause beyond the reasonable control of Licensor has occurred that was a substantial factor causing the failure of the SoftwareLicensed Software to meet the warranty terms. Limitation In the event that Licensee claims that Licensor has breached any of Liability its warranty obligations hereunder, Licensee’s sole and exclusive remedy for a breach of this limited warranty shall be that Licensor will not be held responsible for at its option, either repair or replace any lossdefective Licensed Software so that the Licensed Software performs in accordance with the warranties set forth above. Licensee and Licensor agree that in the event that Licensor determines that this exclusive remedy is unable to bring the Licensed Software into conformity with the warranty, damages, claims or costs whatsoever, including any consequential, indirect or incidental damages, lost profits, lost savings, business interruption, lost data or files or damage to property caused by Licensee’s use exclusive remedy shall be to terminate this Agreement and receive a full refund from Licensor of the Softwarecompensation paid by Licensee pursuant to Section 3 of this Contract. EXCEPT AS SPECIFICALLY STATED IN THIS CONTRACT, or its inability to use the SoftwareLICENSOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, IN RELATION TO THE LICENSED SOFTWARE OR THEIR USE BY LICENSEE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. Licensor's total liability to Licensee, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement, LICENSOR DOES NOT WARRANT THAT LICENSEE OR ANY USER OF THE LICENSED SOFTWARE WILL ACHIEVE ANY PARTICULAR RESULT OR BENEFIT FROM THE USE OF THE PRODUCT LICENSED OR SERVICE RECEIVED HEREUNDER. Contractor shall be limited to the Licence fees paid in the period which is 12 months prior to the date on which the event giving rise to the liability first arose. Licensor does not exclude liability for personal injury or death to the extent caused by the negligence of Licensor or any other liability that may not be excluded by law. Licensor shall not be responsible for problems caused all its employees, agents, subcontractors, and invitees and their health and safety. Contractor shall ensure that all persons who perform the Services or produce or deliver the Goods are professionally competent and properly qualified and will remove any person GRPUC deems incompetent, careless, or otherwise objectionable. Contractor is solely responsible and assumes full and exclusive liability for the payment of all contributions or taxes to be paid on or to persons employed by changes in the operating characteristics Contractor, and for payment of computer hardware all sales, use, or computer operating systems which are made after the release other taxes of whatever nature levied or assessed against GRPUC arising out of the Software. Any condition furnishing of the Services or warranty which would otherwise be implied production or incorporated into this Agreementdelivery of the Goods, whether by statueand will indemnify, common law or otherwisedefend, is excluded to the extent permissible by lawand hold harmless GRPUC from any such liability.
Appears in 1 contract
Samples: Procurement Contract
Software Warranty. Licensor warrants it has the right and authority to grant the Licence. Licensor warrants the media upon which the Software is supplied to be free from defects, under normal use, for a period of ninety (90) days from the first date of purchaseon which the Licensor first grants to the Licensee a Licence (Warranty Period). Licensor will replace any defective media if returned within ninety (90) days after purchase. Licensor warrants that the Software will perform substantially in accordance with its specifications for a period of ninety (90) days from the date of purchaseWarranty Period. The foregoing warranty is void if failure of the Software is from accident, abuse or misapplication. Licensor's sole obligation and Licensee’s exclusive remedy under this warranty, shall be, at Licensor's option, to either return the price paid, or to repair or replace the Software that fails to meet the limited warranty. Licensor does not warrant that the functions contained in the Software will meet Licensee’s requirements, or that the operation of the Software will be uninterrupted or error free. Licensor offers no warranty regarding the performance of the Software. Any extension to the Subscription Licence period will not extend or restart the Warranty Period. Limitation of Liability Licensor will not be held responsible for any loss, damages, claims or costs whatsoever, howsoever arising and whether or not arising from one or more event and whether or not such loss or liability was foreseeable and whether or not beyond the ordinary measure of loss, including any consequential, indirect or incidental damages, lost profits, lost revenue, lost savings, loss of contract, business interruption, lost data or files or damage to property caused by Licensee’s use of the Software, or its inability to use the Software. The aforementioned liability limitation survives the termination or expiry of the Subscription Licence or this Agreement. Licensor's total liability to Licensee, whether in contract, tort (including negligence), for breach of statutory duty, under any indemnity, by cross-claim or otherwise, arising under or in connection with this Agreement, shall be limited to the Licence fees Fees paid in the period which is 12 months prior to the date on which the event giving rise to the liability first arose. The aforementioned liability limitation survives the termination or expiry of the Subscription Licence or this Agreement. Licensor does not exclude liability for personal injury or death to the extent caused by the negligence of Licensor or any other liability that may not be excluded by law. Licensor shall not be responsible for problems caused by changes in the operating characteristics of computer hardware or computer operating systems which are made after the release of the Software. Any condition or warranty which would otherwise be implied or incorporated into this Agreement, whether by statue, common law or otherwise, is excluded to the extent permissible by law. Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of any act or omission by the other party under or in connection with the Agreement.
Appears in 1 contract
Samples: www.micromine.com
Software Warranty. Licensor warrants it has to the right and authority to grant the Licence. Licensor warrants the media upon which the Software is supplied to be free from defects, under normal use, for a period of ninety (90) days from the date of purchase. Licensor will replace any defective media if returned within ninety (90) days after purchase. Licensor warrants Licensee that the Installed Software will perform substantially shall operate in all material respects in accordance with its specifications Documentation for a period of ninety (90) days from the date of purchase. The foregoing warranty is void if failure duration of the Warranty Period (“Software is from accident, abuse or misapplicationWarranty”). Licensor's sole obligation and Licensee’s exclusive remedy under and Licensor’s exclusive obligation for any breach of this warranty, Software Warranty shall bebe the correction of Defects or replacement by Licensor of the nonconforming portion of such Installed Software, at Licensor's option’s sole election. The failure of Licensee to notify the Licensor within the Warranty Period of the failure of the Installed Software to conform to the Documentation therefor shall relieve Licensor of its obligations and liabilities under this section of this Agreement. Licensee’s notice shall disclose the items within the Documentation to which such Installed Software fails to conform and the manner in which the Installed Software fails to conform with sufficient specificity to permit Licensor to reproduce and correct such nonconformity. In the event Licensor determines, to either in its sole discretion, that it cannot, using commercially reasonable efforts, correct a Defect or replace such nonconforming portion of the Installed Software, Licensee may return the price paid, or to repair or replace Installed Software and Documentation and receive a refund of the Software that fails to meet the limited warrantyLicense fee paid hereunder. Licensor does not warrant that the functions contained in the Software will meet Licensee’s requirementsright to return the Installed Software and Documentation and receive a refund hereunder shall expire at the expiration of the Warranty Period. This Software Warranty shall be null and void upon, and shall not apply to any Defect or that the operation nonconformity caused by (i) any modification or alteration of the Software will be uninterrupted or error free. Licensor offers no warranty regarding the performance Licensee’s equipment other than by or with prior approval of Licensor, (ii) misuse or abuse of the Software. Limitation Software or Documentation, (iii) negligence or wrongdoing of Liability Licensor will not be held responsible for Licensee in connection with the Software or Documentation, (iv) force majeure events as set forth in this Agreement, (v) malfunction of any loss, damages, claims or costs whatsoever, including any consequential, indirect or incidental damages, lost profits, lost savings, business interruption, lost data or files or damage to property caused by of Licensee’s equipment, or (vi) use of the Software or Documentation in any manner inconsistent with this Agreement or the Documentation therefor. Licensee shall pay Licensor at Licensor’s then-current time and materials rates for its Services in the event Licensee makes a Software Warranty claim that is null and void or inapplicable hereunder. The Software Warranty does not apply to any portion of the Software, Documentation, supplies or its inability to use materials which are, by their nature, consumable or expendable. The Warranty Period for Enhancements will run contiguously with the Software Warranty for the enhanced Installed Software. Licensor's total liability , unless Licensor notifies Licensee that a longer Warranty Period applies upon delivery of the Enhancement to Licensee, whether in contract, tort (including negligence), . The Warranty Period for breach of statutory duty, or otherwise, arising under or in connection with this Agreement, Upgrades shall be limited to the Licence fees paid as set forth in the period which is 12 months prior Schedule or other agreement pursuant to the date on which the event giving rise to the liability first arose. Licensor does not exclude liability for personal injury or death to the extent caused by the negligence of Licensor or any other liability that may not be excluded by law. Licensor shall not be responsible for problems caused by changes in the operating characteristics of computer hardware or computer operating systems which are made after the release of the Software. Any condition or warranty which would otherwise be implied or incorporated into this Agreement, whether by statue, common law or otherwise, Upgrade is excluded to the extent permissible by lawprovided.
Appears in 1 contract
Software Warranty. Licensor warrants it has the right and authority to grant the Licence. Licensor warrants the media upon which the Software is supplied to be free from defects, under normal use, for a period of ninety (90) days from the date of purchase. Licensor will replace any defective media if returned within ninety (90) days after purchase. Licensor warrants that the Software will perform substantially in accordance with its specifications for a period of ninety (90) days from the date of purchase. The foregoing warranty is void if failure of the Software is from accident, abuse or misapplication. Licensor's sole obligation and Licensee’s exclusive remedy under this warranty, shall be, at Licensor's option, to either return the price paid, or to repair or replace the Software that fails to meet the limited warranty. Licensor does not warrant that the functions contained in the Software will meet Licensee’s requirements, or that the operation of the Software will be uninterrupted or error free. Licensor offers no warranty regarding the performance of the Software. Limitation of Liability Licensor will not be held responsible for any loss, damages, claims or costs whatsoever, including any consequential, indirect or incidental damages, lost profits, lost savings, business interruption, lost data or files or damage to property caused by Licensee’s use of the Software, or its inability to use the Software. Licensor's total liability to Licensee, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement, shall be limited to the Licence fees paid in the period which is 12 months prior to the date on which the event giving rise to the liability first arose. Licensor does not exclude liability for personal injury or death to the extent caused by the negligence of Licensor or any other liability that may not be excluded by law. Licensor shall not be responsible for problems caused by changes in the operating characteristics of computer hardware or computer operating systems which are made after the release of the Software. Any condition or warranty which would otherwise be implied or incorporated into this Agreement, whether by statue, common law or otherwise, is excluded to the extent permissible by law.. Corporate Agreement, Sales Contract and Software Licence Agreement The terms of this Agreement apply to the exclusion of any other terms that the Licensee seeks to impose or incorporate (including any terms or conditions contained in any correspondence, purchase order, vendor terms or other documentation from the Licensee), or which are implied by trade, custom, practice or course of dealing. Any terms or conditions attached to any purchase order issued by the Licensee in respect of the Software (other than this Agreement) will not form part of the Agreement unless such conditions are expressly accepted by the Licensor in writing. These terms may be superseded by the terms in an executed corporate agreement or sales contract between the Licensor and Licensee if explicitly stated as superseding this Agreement. These terms, unless expressly stated otherwise, are incorporated as complimentary to, but secondary to the extent of any inconsistency, a written software licence agreement. Annual Licence Support and Maintenance Fee – Perpetual Licence Licensor offers an ALF program which entitles users to access software upgrades, technical support and software maintenance, in return for an annual fee. The first year ALF is compulsory. Thereafter, the ALF program can be optionally purchased. Licensor shall not be obliged to support the Software, whether by providing advice, training, modifications, new releases or enhancements or otherwise should the Software not be covered by a valid paid up ALF. Additionally, the Software will be locked to the version at the date of the ALF program expiry. Licensor reserves the right to charge for new Software modules which shall not be included in the ALF program. A Licence renewal notification will be sent to Licensee by Licensor two (2) months in advance of the expiry and then one month prior to the expiry of the current licence program period. Annual Licence Support and Maintenance Fee – M.ALF Licence For the M.ALF Licence, annual licence support and maintenance is mandatory and a condition of the continuing right to use the Software. XXX must be paid when it becomes due in order for the M.ALF Licence to remain valid. The ALF program for the M.ALF Licence entitles users to:
Appears in 1 contract
Samples: Licence Agreement
