Common use of Software Warranty Clause in Contracts

Software Warranty. THE STATE OF UTAH DOES NOT ACCEPT ANY PROCUREMENT ITEM “AS-IS”. CONTRACTOR WARRANTS FOR A PERIOD OF NINETY DAYS FROM THE DATE OF ACCEPTANCE THAT THE SOFTWARE PORTIONS OF THE GOODS AND CUSTOM DELIVERABLES THAT CONTRACTOR DIRECTLY OR INDIRECTLY PROVIDES WILL: (A) PERFORM IN ACCORDANCE WITH THE SPECIFIC CLAIMS PROVIDED IN THE RESPONSE; (B) BE SUITABLE FOR THE ORDINARY PURPOSES FOR WHICH SUCH GOODS AND CUSTOM DELIVERABLES ARE USED; (C) BE SUITABLE FOR ANY SPECIAL PURPOSES THAT THE ELIGIBLE USER HAS RELIED ON CONTRACTOR’S SKILL OR JUDGMENT TO CONSIDER WHEN IT ADVISED THE STATE ABOUT THE GOODS OR CUSTOM DELIVERABLES; (D) HAVE BEEN PROPERLY DESIGNED AND MANUFACTURED; AND (E) BE FREE OF SIGNIFICANT DEFECTS. CONTRACTOR SHALL PROVIDE THE ELIGIBLE USER WITH BUG FIXES, INCLUDING INFORMING THE ELIGIBLE USERS OF ANY KNOWN SOFTWARE BUGS OR SOFTWARE DEFECTS THAT MAY AFFECT THE STATE’S USE OF THE SOFTWARE. WARRANTY REMEDIES: Upon breach of warranty, Contractor will repair or replace (at no charge to the Eligible User) the nonconforming Goods or Custom Deliverables. If the repaired and/or replaced products are inadequate, Contractor will refund the full amount of any payments that have been made for the failed products. These remedies are in addition to any other remedies provided by law or equity.

Software Warranty. THE STATE OF UTAH DOES NOT ACCEPT ANY PROCUREMENT ITEM “AS-IS”. CONTRACTOR WARRANTS FOR A PERIOD OF NINETY DAYS FROM THE DATE OF ACCEPTANCE THAT THE SOFTWARE PORTIONS OF THE GOODS AND CUSTOM DELIVERABLES THAT CONTRACTOR DIRECTLY OR INDIRECTLY PROVIDES WILL: (A) PERFORM IN ACCORDANCE WITH THE SPECIFIC CLAIMS PROVIDED IN THE RESPONSE; (B) BE SUITABLE FOR THE ORDINARY PURPOSES FOR WHICH SUCH GOODS AND CUSTOM DELIVERABLES ARE USED; (C) BE SUITABLE FOR ANY SPECIAL PURPOSES THAT THE ELIGIBLE USER HAS RELIED ON CONTRACTOR’S SKILL OR JUDGMENT TO CONSIDER WHEN IT ADVISED THE STATE ABOUT THE GOODS OR CUSTOM DELIVERABLES; (D) HAVE BEEN PROPERLY DESIGNED AND MANUFACTURED; AND (E) BE FREE OF SIGNIFICANT DEFECTS. CONTRACTOR SHALL PROVIDE THE ELIGIBLE USER WITH BUG FIXES, INCLUDING INFORMING THE ELIGIBLE USERS OF ANY KNOWN SOFTWARE BUGS OR SOFTWARE DEFECTS THAT MAY AFFECT THE STATE’S USE OF THE SOFTWARE. WARRANTY REMEDIES: Upon breach of warranty, Contractor will repair or replace (at no charge to the Eligible User) the nonconforming Goods or Custom Deliverables. If the repaired and/or replaced products are inadequate, Contractor will refund the full amount of any payments that have been made for the failed products. These remedies are in addition to any other remedies provided by law or equity.

Software Warranty. As long as Licensee uses the Software as intended by this Agreement and ensures that the hardware or systems on which it runs the Software does meet the Company’s minimum specifications in order for the Software to adequately perform, then Company represents to Licensee that: (1) the Software shall operate without any Errors; and (2) upon notification to Company of any Errors, Company will, during its normal business hours and at no cost to Licensee, use reasonable efforts to correct such Errors which are reproducible and verifiable by Company, excluding any Errors caused by uses of the Software not in accordance with the Specifications. In the event that Licensee notifies Company of an Error, Company's sole liability, and Licensee's sole remedy, will be Company's use of reasonable efforts to correct such Errors or, in Company's sole discretion, to refund the portion of the prepaid Price applicable to the portion of the Software which is defective. THE STATE WARRANTY SET FORTH HERE IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY COMPANY. COMPANY EXPRESSLY DISCLAIMS, AND LICENSEE HEREBY EXPRESSLY WAIVES, ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF UTAH MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT ACCEPT ANY PROCUREMENT ITEM “AS-IS”. CONTRACTOR WARRANTS FOR A PERIOD OF NINETY DAYS FROM THE DATE OF ACCEPTANCE WARRANT THAT THE SOFTWARE PORTIONS WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE GOODS AND CUSTOM DELIVERABLES SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT CONTRACTOR DIRECTLY ERRORS IN THE SOFTWARE WILL BE CORRECTED. COMPANY’S LIMITED WARRANTY IS IN LIEU OF ALL LIABILITIES OR INDIRECTLY PROVIDES WILL: (A) OBLIGATIONS OF COMPANY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, OPERATION OR PERFORMANCE OF THE SOFTWARE. THE PARTIES AGREE THAT THE SOFTWARE'S FAILURE TO PERFORM IN ACCORDANCE WITH THE SPECIFIC CLAIMS PROVIDED IN SPECIFICATIONS SHALL NOT BE CONSIDERED A FAILURE OF THE RESPONSE; (B) BE SUITABLE ESSENTIAL PURPOSE OF THE REMEDIES CONTAINED HEREIN. EXCEPT FOR THE ORDINARY PURPOSES FOR WHICH SUCH GOODS AND CUSTOM DELIVERABLES ARE USED; (C) BE SUITABLE FOR ANY SPECIAL PURPOSES THAT ABOVE LIMITED WARRANTY, THE ELIGIBLE USER HAS RELIED ON CONTRACTOR’S SKILL OR JUDGMENT TO CONSIDER WHEN IT ADVISED THE STATE ABOUT THE GOODS OR CUSTOM DELIVERABLES; (D) HAVE BEEN PROPERLY DESIGNED AND MANUFACTURED; AND (E) BE FREE OF SIGNIFICANT DEFECTS. CONTRACTOR SHALL PROVIDE THE ELIGIBLE USER WITH BUG FIXES, INCLUDING INFORMING THE ELIGIBLE USERS OF ANY KNOWN SOFTWARE BUGS OR SOFTWARE DEFECTS THAT MAY AFFECT THE STATE’S USE ENTIRE RISK OF THE SOFTWARE. WARRANTY REMEDIES: Upon breach of warranty, Contractor will repair or replace (at no charge to the Eligible User) the nonconforming Goods or Custom Deliverables. If the repaired and/or replaced products are inadequate, Contractor will refund the full amount of any payments that have been made for the failed products. These remedies are in addition to any other remedies provided by law or equity'S QUALITY AND PERFORMANCE IS WITH LICENSEE.

Software Warranty. As long as Licensee uses the Product as intended by this Agreement, then the Company represents to Licensee that: (i.) the Product shall operate without Errors for Licensee’s use; and (ii.) upon notification to Company of Errors, Company will, during its normal business hours and at no cost to Licensee, use reasonable efforts to correct such Errors which are reproducible and verifiable by Company, excluding any Errors caused by uses of the Product not in accordance with the Specifications. In the event, that Licensee notifies Company of an Error, Company's sole liability, and Licensee's sole remedy, will be Company's use of reasonable efforts to correct such Errors or, in Company's sole discretion, to refund the portion of the prepaid Price applicable to the portion of the Software which is defective. THE STATE WARRANTY SET FORTH HERE IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY COMPANY. COMPANY EXPRESSLY DISCLAIMS, AND LICENSEE HEREBY EXPRESSLY WAIVES, ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF UTAH MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT ACCEPT ANY PROCUREMENT ITEM “AS-IS”. CONTRACTOR WARRANTS FOR A PERIOD OF NINETY DAYS FROM THE DATE OF ACCEPTANCE WARRANT THAT THE SOFTWARE PORTIONS PRODUCT WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE GOODS AND CUSTOM DELIVERABLES PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT CONTRACTOR DIRECTLY ERRORS IN THE PRODUCT WILL BE CORRECTED. COMPANY’S LIMITED WARRANTY IS IN LIEU OF ALL LIABILITIES OR INDIRECTLY PROVIDES WILL: (A) OBLIGATIONS OF COMPANY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE INSTALLATION, OPERATION OR PERFORMANCE OF THE SOFTWARE. THE PARTIES AGREE THAT THE PRODUCT'S FAILURE TO PERFORM IN ACCORDANCE WITH THE SPECIFIC CLAIMS PROVIDED IN SPECIFICATIONS SHALL NOT BE CONSIDERED A FAILURE OF THE RESPONSE; (B) BE SUITABLE ESSENTIAL PURPOSE OF THE REMEDIES CONTAINED HEREIN. EXCEPT FOR THE ORDINARY PURPOSES FOR WHICH SUCH GOODS AND CUSTOM DELIVERABLES ARE USED; (C) BE SUITABLE FOR ANY SPECIAL PURPOSES THAT ABOVE LIMITED WARRANTY, THE ELIGIBLE USER HAS RELIED ON CONTRACTOR’S SKILL OR JUDGMENT TO CONSIDER WHEN IT ADVISED THE STATE ABOUT THE GOODS OR CUSTOM DELIVERABLES; (D) HAVE BEEN PROPERLY DESIGNED AND MANUFACTURED; AND (E) BE FREE OF SIGNIFICANT DEFECTS. CONTRACTOR SHALL PROVIDE THE ELIGIBLE USER WITH BUG FIXES, INCLUDING INFORMING THE ELIGIBLE USERS OF ANY KNOWN SOFTWARE BUGS OR SOFTWARE DEFECTS THAT MAY AFFECT THE STATE’S USE ENTIRE RISK OF THE SOFTWARE. WARRANTY REMEDIES: Upon breach of warranty, Contractor will repair or replace (at no charge to the Eligible User) the nonconforming Goods or Custom Deliverables. If the repaired and/or replaced products are inadequate, Contractor will refund the full amount of any payments that have been made for the failed products. These remedies are in addition to any other remedies provided by law or equityPRODUCT'S QUALITY AND PERFORMANCE IS WITH LICENSEE.

Software Warranty. For new perpetual on-premises license purchases or term on-premises license purchases, ConvergeOne warrants that the VHT Software will perform in substantial accordance with its technical documentation for a period of ninety (90) days from the date of ConvergeOne’s order with VHT. This warranty will not apply to any problems caused by third party software, use other than in accordance with its technical documentation or misuse of the VHT Software. If End User believes there is a breach of the above warranty, then End User must notify ConvergeOne no later than 30 days after the end of the warranty period and provide reasonable cooperation to ConvergeOne and/or VHT. ConvergeOne and/or VHT will use commercially reasonable efforts to remedy covered warranty claims within a reasonable period of time or replace the VHT Software, or if it cannot do so it will refund to End User the license fee paid. THIS REMEDY IS END USER’S EXCLUSIVE REMEDY, AND CONVERGEONE’S/VHT’S SOLE LIABILITY FOR THESE WARRANTY CLAIMS. THE STATE EXCLUSIVE REMEDY OF UTAH DOES NOT ACCEPT ANY PROCUREMENT ITEM “AS-IS”. CONTRACTOR WARRANTS END USER, AND CONVERGEONE’S SOLE OBLIGATION, FOR ITS FAILURE TO MEET THE WARRANTY IN (I) ABOVE WILL BE FOR CONVERGEONE TO PROVIDE A PERIOD OF NINETY DAYS FROM CREDIT FOR THE DATE OF ACCEPTANCE THAT THE SOFTWARE PORTIONS OF THE GOODS AND CUSTOM DELIVERABLES THAT CONTRACTOR DIRECTLY OR INDIRECTLY PROVIDES WILL: (A) PERFORM IN ACCORDANCE WITH THE SPECIFIC CLAIMS APPLICABLE MONTH AS PROVIDED IN THE RESPONSE; CHART (B) BE SUITABLE IF THIS AGREEMENT IS NOT RENEWED, THEN A REFUND), FOR THE ORDINARY PURPOSES MONTH; PROVIDED THAT END USER NOTIFIES CONVERGEONE OF SUCH BREACH WITHIN 30 DAYS OF THE END OF THAT MONTH. CONVERGEONE/VHT MAKES NO OTHER WARRANTIES OR REPRESENTATIONS AS TO THE VHT SOFTWARE OR OTHER SERVICES PROVIDED UNDER THIS AGREEMENT. ALL IMPLIED WARRANTIES, INCLUDING BUT NO LIMITED TO IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR WHICH SUCH GOODS AND CUSTOM DELIVERABLES A PARTICULAR PURPOSE, ARE USED; (C) BE SUITABLE FOR ANY SPECIAL PURPOSES DISCLAIMED. NEITHER CONVERGEONE NOR VHT WARRANTS THAT THE ELIGIBLE USER HAS RELIED ON CONTRACTOR’S SKILL VHT SOFTWARE WILL BE ERROR FREE OR JUDGMENT TO CONSIDER WHEN IT ADVISED THE STATE ABOUT THE GOODS OR CUSTOM DELIVERABLES; (D) HAVE BEEN PROPERLY DESIGNED AND MANUFACTURED; AND (E) THAT ITS USE WILL BE FREE OF SIGNIFICANT DEFECTS. CONTRACTOR SHALL PROVIDE THE ELIGIBLE USER WITH BUG FIXES, INCLUDING INFORMING THE ELIGIBLE USERS OF ANY KNOWN SOFTWARE BUGS OR SOFTWARE DEFECTS THAT MAY AFFECT THE STATE’S USE OF THE SOFTWARE. WARRANTY REMEDIES: Upon breach of warranty, Contractor will repair or replace (at no charge to the Eligible User) the nonconforming Goods or Custom Deliverables. If the repaired and/or replaced products are inadequate, Contractor will refund the full amount of any payments that have been made for the failed products. These remedies are in addition to any other remedies provided by law or equityUNINTERRUPTED.

Software Warranty. THE STATE OF UTAH DOES NOT ACCEPT ANY PROCUREMENT ITEM “AS-IS”. CONTRACTOR WARRANTS FOR A PERIOD OF NINETY DAYS FROM 90 DAYSAFTERRECEIPT BY VIA XXX.XXXXX OF THE SOFTWARE (PROVIDED THAT SUCH PERIOD SHALL NOT RUN DURING ANY TIME THE SOFTWARE REQUIRES ANY MAINTENANCE PATCHES OR UPDATES) FOLLOWING THE DATE OF ACCEPTANCE THIS AGREEMENT, THE SOFTWARE WILL ACHIEVE THE FUNCTIONALITY DESCRIBED IN THE DOCUMENTATION, OTHERWISE TRELLIX AND ITS SUPPLIERS MAKE NO WARRANTIES WHATSOEVER. TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRELLIX SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. NO EMPLOYEE, AGENT, DEALER, OR RESELLER IS AUTHORIZED TO MAKE ANY ADDITIONAL WARRANTIES OR MODIFY THE FOREGOING LIMITED WARRANTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TRELLIX DOES NOT WARRANT THAT THE SOFTWARE PORTIONS WILL MEET ALL OF VIA XXX.XXXXX OR ITS AUTHORIZED DEALERS' OR END-USERS' REQUIREMENTS; WILL OPERATE IN ALL OF THE GOODS AND CUSTOM DELIVERABLES THAT CONTRACTOR DIRECTLY COMBINATIONS WHICH MAY BE SELECTED FOR USE BY THE VIA XXX.XXXXX OR INDIRECTLY PROVIDES WILL: (A) PERFORM IN ACCORDANCE WITH THE SPECIFIC CLAIMS PROVIDED IN THE RESPONSEITS AUTHORIZED DEALERS OR END- USERS; (B) BE SUITABLE FOR THE ORDINARY PURPOSES FOR WHICH SUCH GOODS AND CUSTOM DELIVERABLES ARE USED; (C) BE SUITABLE FOR ANY SPECIAL PURPOSES OR THAT THE ELIGIBLE USER HAS RELIED ON CONTRACTOR’S SKILL OR JUDGMENT TO CONSIDER WHEN IT ADVISED THE STATE ABOUT THE GOODS OR CUSTOM DELIVERABLES; (D) HAVE BEEN PROPERLY DESIGNED AND MANUFACTURED; AND (E) BE FREE OF SIGNIFICANT DEFECTS. CONTRACTOR SHALL PROVIDE THE ELIGIBLE USER WITH BUG FIXES, INCLUDING INFORMING THE ELIGIBLE USERS OF ANY KNOWN SOFTWARE BUGS OR SOFTWARE DEFECTS THAT MAY AFFECT THE STATE’S USE OPERATION OF THE SOFTWARESOFTWARE WILL BE ERROR FREE OR UNINTERRUPTEDVIA XXX.XXXXX HEREBY WAIVES ALL WARRANTIES OR CONDITIONS NOT SPECIFICALLY SET FORTH HEREIN. WARRANTY REMEDIES: Upon breach of warranty, Contractor will repair or replace (at no charge to the Eligible User) the nonconforming Goods or Custom Deliverables. If the repaired and/or replaced products are inadequate, Contractor will refund the full amount of any payments that have been made for the failed products. These remedies are in addition to any other remedies provided by law or equityThe Software is Year 2000 compliant.