Common use of Warranties Disclaimers Clause in Contracts

Warranties Disclaimers. (A) THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND ON “AS AVAILABLE” BASIS. ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, ACCURACY OR COMPLETENESS, SATISFACTORY QUALITY, AND QUIET ENJOYMENT, OR OTHER WARRANTIES OR CONDITIONS ARISING BY STATUTE, OPERATION OR LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE ARE HEREBY DISCLAIMED. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER. ONPAGE DOES NOT WARRANT THAT THE USE OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREETHIS WARRANTY DISCLAIMER IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN CUSTOMER AND ONPAGE. ONPAGE WOULD NOT PROVIDE THE SOFTWARE OR SERVICES ABSENT SUCH DISCLAIMER. NO REPRESENTATIONS OR WARRANTIES ARE MADE BY ANY OF ONPAGE’S LICENSORS UNDER OR BY VIRTUE OF THIS AGREEMENT; (B) CUSTOMER ACKNOWLEDGES AND AGREES THAT ONPAGE AND ITS LICENSORS CANNOT TRANSMIT DATA VIA THE SOFTWARE IF THE CUSTOMER’S HANDHELD DEVICE IS UNREACHABLE (E.G. OUT OF CELLULAR COVERAGE, POWERED OFF, ETC.);

Warranties Disclaimers. AUDIOCODES WARRANTS THAT THE MANAGED SERVICES AND SOFTWARE WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH AUDIOCODES’ PUBLISHED SPECIFICATIONS (A) AS UPDATED FROM TIME TO TIME). AUDIOCODES DOES NOT GUARANTEE THAT THE SITE MANAGED SERVICES AND SOFTWARE WILL ALWAYS BE AVAILABLE OR BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT AUDIOCODES WILL CORRECT ALL MANAGED SERVICES OR SOFTWARE ERRORS. CUSTOMER ACKNOWLEDGES THAT AUDIOCODES DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE MANAGED SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. EXCEPT FOR THE ABOVE WARRANTY THE MANAGED SERVICES AND SOFTWARE ARE PROVIDED TO THE CUSTOMER AND ACCEPTED BY CUSTOMER ON AN “"AS IS” AND ON “AS AVAILABLE” BASIS. ALL WARRANTIES AND CONDITIONS" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, AND IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES AS TO TITLE, THE IMPLIED WARRANTIES OF TITLEDESCRIPTION, QUALITY, MERCHANTABILITY, NON-INFRINGEMENT, MERCHANTABILITYCOMPLETENESS, THE SERVICES’ FITNESS FOR A PARTICULAR PURPOSE OR USEPURPOSE, ACCURACY OR COMPLETENESS, SATISFACTORY QUALITYETC. ALL SUCH WARRANTIES BEING EXPRESSLY EXCLUDED AND DISCLAIMED. THIS WARRANTY DOES NOT COVER, AND QUIET ENJOYMENT, AUDIOCODES AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR ANY FAILURE OR OTHER WARRANTIES OR CONDITIONS ARISING DEFECT AND THE RESULTING DAMAGE CAUSED BY STATUTE, OPERATION OR LAW, COURSE THE USE OF DEALING, USAGE OF TRADE OR OTHERWISE ARE HEREBY DISCLAIMEDTHE MANAGED SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER. ONPAGE AUDIOCODES SPECIFICALLY DOES NOT WARRANT THAT THE MANAGED SERVICE OR SOFTWARE CONFORMS TO ANY APPLICABLE LAWS OR REGULATIONS AND INDICATES THAT NOTHING STATED OR IMPLIED BY AUDIOCODES, ITS AFFILIATES AND ITS REPRESENTATIVES IS TO BE CONSIDERED LEGAL ADVICE. FURTHER, AUDIOCODES ITS AFFILIATES AND ITS REPRESENTATIVES BEAR NO RESPONSIBILITY TO NOTIFY THE CUSTOMER OF ANY LAWS OR REGULATORY CHANGES WHICH MAY LIMIT USE OF THE SOFTWARE MANAGED SERVICE OR SERVICES WILL BE UNINTERRUPTED SOFTWARE. NO WARRANTY SHALL APPLY TO DEFECTS, FAILURES, DAMAGE, OR ERROR FREETHIS WARRANTY DISCLAIMER IS A FUNDAMENTAL ELEMENT LOSS RESULTING FROM CORRECTIONS, REPAIRS OR SERVICE CAUSED BY: (i) CUSTOMER’S, ITS END-CUSTOMERS OR OTHER USER’S SYSTEM, OTHER EQUIPMENT OR ITS USE; (ii) ANY ACT OR OMISSION BY ANYONE OTHER THAN AUDIOCODES; (iii) INTERNET OR POWER SHORTAGES, IRREGULARITIES, OR FAILURES; (iv) MODIFICATION OF THE BASIS OF THE BARGAIN BETWEEN CUSTOMER AND ONPAGE. ONPAGE WOULD NOT PROVIDE THE MANAGED SERVICES OR SOFTWARE OR SERVICES ABSENT SUCH DISCLAIMER. NO REPRESENTATIONS OR WARRANTIES ARE MADE BY ANY OF ONPAGE’S LICENSORS UNDER OR BY VIRTUE OF THIS AGREEMENTANYONE OTHER THAN AUDIOCODES; (Bv) CUSTOMER ACKNOWLEDGES AND AGREES THAT ONPAGE AND ITS LICENSORS CANNOT TRANSMIT DATA VIA THE SOFTWARE IF THE CUSTOMER’S HANDHELD DEVICE IS UNREACHABLE (E.G. OUT OF CELLULAR COVERAGE, POWERED OFF, ETCOR ANY OTHER CAUSE BEYOND AUDIOCODES CONTROL.);

Warranties Disclaimers. (A) Each Party represents and warrants that it, and the entity on whose behalf it enters this Agreement, if any, has the legal power and authority to enter into this Agreement. You further represent that you are not otherwise prohibited from using or receiving the Software. THE SITE AND SERVICES ARE SOFTWARE IS PROVIDED ON AN “AS IS” AND ON “AS AVAILABLE” BASIS. ALL AS-IS WITHOUT ANY REPRESENTATIONS, WARRANTIES AND CONDITIONSOR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIEDIMPLIED OR STATUTORY. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SOFTWARE WILL PERFORM WITHOUT ERROR OR THAT IT WILL RUN WITHOUT INTERRUPTION, OR THAT YOUR DATA WILL NOT BE LOST OR COMPROMISED. PROTEIN METRICS PROVIDES NO WARRANTY REGARDING, AND STATUTORYWILL HAVE NO RESPONSIBILITY FOR, INCLUDING WITHOUT LIMITATION ANY CLAIM ARISING OUT OF: (i) A MODIFICATION OF THE IMPLIED WARRANTIES SOFTWARE MADE BY ANYONE OTHER THAN PROTEIN METRICS, UNLESS WE APPROVE SUCH MODIFICATION IN WRITING, (ii) ANY LIMITATIONS OF TITLEYOUR CLOUD ENVIRONMENT, OR (iii) USE OF THE SOFTWARE IN COMBINATION WITH ANY OPERATING SYSTEM NOT AUTHORIZED IN THE DOCUMENTATION OR WITH HARDWARE OR SOFTWARE SPECIFICALLY FORBIDDEN BY THE DOCUMENTATION. WE SPECIFICALLY DISCLAIM ANY REPRESENTATION, WARRANTY OR GUARANTEE OF NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USEPURPOSE. BY USING THE SOFTWARE, ACCURACY OR COMPLETENESS, SATISFACTORY QUALITY, AND QUIET ENJOYMENT, OR OTHER WARRANTIES OR CONDITIONS ARISING BY STATUTE, OPERATION OR LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE ARE HEREBY DISCLAIMED. SOME JURISDICTIONS DO NOT ALLOW YOU ASSUME THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER. ONPAGE DOES NOT WARRANT THAT THE USE ENTIRE RISK OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREETHIS WARRANTY DISCLAIMER IS A FUNDAMENTAL ELEMENT RESULTS AND PERFORMANCE OF THE BASIS OF THE BARGAIN BETWEEN CUSTOMER AND ONPAGE. ONPAGE WOULD NOT PROVIDE THE SOFTWARE OR SERVICES ABSENT SUCH DISCLAIMER. NO REPRESENTATIONS OR WARRANTIES ARE MADE BY ANY OF ONPAGE’S LICENSORS UNDER OR BY VIRTUE OF THIS AGREEMENT; (B) CUSTOMER ACKNOWLEDGES AND AGREES THAT ONPAGE AND ITS LICENSORS CANNOT TRANSMIT DATA VIA THE SOFTWARE IF THE CUSTOMER’S HANDHELD DEVICE IS UNREACHABLE (E.G. OUT OF CELLULAR COVERAGE, POWERED OFF, ETCSOFTWARE.);

Warranties Disclaimers. (A) WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE SITE AND THE SERVICES. THE SITE AND SERVICES PROVIDED BY US AND OUR THIRD PARTY PROVIDERS ARE PROVIDED ON AN “AS IS” ”, “WITH ALL FAULTS”, AND ON “AS AVAILABLE” BASIS. CUDOS AND ITS AFFILIATES AND THEIR RESPECTIVE MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS, AND LICENSORS AND SUPPLIERS (COLLECTIVELY, THE “COMPANY PARTIES”) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONSREPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, AND OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF LIMITATION: (1) AS TO TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PARTICULAR PURPOSE OR USEPURPOSE, ACCURACY OR AND NON- INFRINGEMENT; (2) THE CORRECTNESS, QUALITY, ACCURACY, COMPLETENESS, SATISFACTORY QUALITYRELIABILITY, AND QUIET ENJOYMENTPERFORMANCE, TIMELINESS, OR OTHER WARRANTIES OR CONDITIONS CONTINUED AVAILABILITY OF THE SITE AND ITS CONTENT; (3) THOSE ARISING BY STATUTE, OPERATION OR LAW, THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE TRADE; (4) THE SITE AND ITS CONTENT CONFORMING TO ANY FUNCTION, DEMONSTRATION, OR OTHERWISE ARE HEREBY DISCLAIMEDPROMISE BY ANY COMPANY PARTY; AND (5) THAT ACCESS TO OR USE OF THE SITE, OR THEIR RESPECTIVE CONTENT WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SOME JURISDICTIONS THE CONTENT, SOFTWARE, SERVICES, AND DESCRIPTIONS OF SERVICES PUBLISHED ON THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS, AND WE SPECIFICALLY DISCLAIM ANY LIABILITY FOR SUCH INACCURACIES OR ERRORS. WE DO NOT ALLOW WARRANT OR REPRESENT THAT THE LIMITATION SITE OR EXCLUSION CONTENT IS COMPLETE OR UP-TO-DATE. ANY DATED INFORMATION IS PUBLISHED AS OF IMPLIED WARRANTIESITS DATE ONLY AND WE DO NOT HAVE ANY OBLIGATION TO UPDATE THAT INFORMATION. NEITHER WE NOR ANY OF OUR THIRD PARTY PROVIDERS HAVE ANY RESPONSIBILITY TO MAINTAIN THE DATA, SO SITE INFORMATION OR SERVICES MADE AVAILABLE THROUGH THE ABOVE LIMITATIONS MAY SITE OR TO SUPPLY ANY CORRECTIONS, UPDATES OR RELEASES IN CONNECTION WITH THAT DATA, CONTENT, OR SERVICES. THE CONTENT AND AVAILABILITY OF THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. WE DO NOT APPLY REPRESENT OR GUARANTEE THAT THE SITE WILL BE AVAILABLE OR FREE FROM LOSS, ATTACK, HACKING, OR OTHER SECURITY INTRUSION, AND WE EXPRESSLY DISCLAIM LIABILITY FOR ANY SECURITY-RELATED LOSSES OR DAMAGES. WE RESERVE THE RIGHT TO USERRESTRICT OR TERMINATE YOUR ACCESS TO THE SITE AND ITS CONTENT OR ANY FEATURE OR PART THEREOF AT ANY TIME. ONPAGE DOES WE ARE NOT WARRANT THAT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM ANY LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE SOFTWARE INTERNET, MOBILE DEVICES, AND ELECTRONIC COMMUNICATIONS. WE DO NOT GUARANTEE THE SITE OR THE SERVICES WILL BE UNINTERRUPTED OPERABLE AT ALL TIMES OR ERROR FREETHIS WARRANTY DISCLAIMER IS A FUNDAMENTAL ELEMENT AT ANY PARTICULAR TIME OR THAT ACCESS WILL BE CONTINUOUS OR UNINTERRUPTED. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE BASIS USE OF THE BARGAIN BETWEEN SERVICES OR THE SITE OR YOUR RELIANCE THEREUPON IN TERMS OF THEIR CORRECTNESS, QUALITY, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE. ADDITIONALLY, WE DO NOT WARRANT THE ACCURACY OF CUSTOMER RATINGS OR COMMENTS. WE MAKE NO REPRESENTATION OR WARRANTY AS TO WHETHER THE SITE, SERVICES, ACCOUNTS, OR PROGRAM ARE COVERED BY THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED FROM TIME TO TIME, AND ONPAGETHE RULES AND REGULATIONS THEREUNDER, OR OUR COMPLIANCE THEREWITH. ONPAGE WOULD NOT PROVIDE THE SOFTWARE OR SERVICES ABSENT SUCH DISCLAIMERYou represent and warrant to Cudos that (a) all information, including, without limitation, Client Information, that you provide to us is complete, accurate, and truthful, and you will update such information with Cudos as soon as it changes, (b) you have the authority to share Client Information, Feedback, User Generated Data, and User Materials with us and to transfer to us and/or otherwise grant us the rights (as applicable) to the foregoing as provided in these Terms and our Privacy Policy, (c) your acceptance and use of the Site and Services pursuant to these Terms does not violate any applicable law or other contract or obligation to which you are a party or are otherwise bound, (d) you will not use the Site or Services in connection with any fraudulent or illegal activity or in any manner which interferes with the operations of the Site or Services, (e) the account with your mobile service provider for the mobile device on which you are using the Services or Site, is current and in good standing, and (f) none of the Feedback, User Generated Data, and User Materials infringe, misappropriate, or otherwise violate the intellectual property or other proprietary rights, including any copyrights, trademarks, trade secrets, right of privacy, or right of publicity, of any person. NO REPRESENTATIONS OR WARRANTIES THESE DISCLAIMERS ARE MADE BY INDEPENDENT OF ANY OTHER PROVISIONS OF ONPAGE’S LICENSORS UNDER OR BY VIRTUE OF THIS AGREEMENT; (B) CUSTOMER ACKNOWLEDGES AND AGREES THAT ONPAGE AND ITS LICENSORS CANNOT TRANSMIT DATA VIA THE SOFTWARE IF THE CUSTOMER’S HANDHELD DEVICE IS UNREACHABLE (E.G. OUT OF CELLULAR COVERAGE, POWERED OFF, ETCTHESE TERMS.);