Warranties. Each Party represents and warrants 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, 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. Each Party represents and SIMBA warrants for a period of ninety (90) days from the date the PROGRAM is delivered to you that the other Party that it has PROGRAM shall substantially conform to SIMBA provided written specifications. In 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 event of any third partyalleged breach of the above express warranties, including Intellectual Property Rights 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 other rights substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to privacy. In addition, PickNik warrants to Company that promptly repair or replace the Services 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 PROGRAM or any open source licensed under any “copy-left” type provisions without Company’s approval. PickNik shall, as its sole obligation and Company’s sole and exclusive portion thereof necessary to remedy for any the breach of this warranty, re-perform the Services which gave rise or to the breach, or, at PickNik’s option, refund the fees paid actually received by Company SIMBA for the 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 detailthis license. EXCEPT FOR THE EXPRESS WARRANTIES AS SET FORTH IN THIS AGREEMENTABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE SOFTWARE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND SERVICES ARE PROVIDED ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “AS-WHERE IS” 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 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, WARRANTY OF MERCHANTABILITYACCURACY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OR CONDITION ARISING FROM COURSE OF TITLEPERFORMANCE, AND PICKNIK MAKES NO REPRESENTATIONS COURSE OF DEALING OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREEUSAGE OF TRADE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND XXXXX DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWAREFUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THAT THE SAME OPERATION OF THE PROGRAM WILL BE ERROR FREE FROM SECURITY VULNERABILITIES OR MALWARE 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 ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR THE USE OF THE SOFTWAREPROGRAM IN TERMS OF ITS CORRECTNESS, BACKGROUND TECHNOLOGYACCURACY, OPEN SOURCE SOFTWARERELIABILITY, OR SERVICES OTHERWISE. NO ORAL OR ANY TECHNOLOGIES RESULTING FROM THE SAME WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT WAY INCREASE THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESSCOPE OF THIS WARRANTY.
Appears in 4 contracts
Samples: Legal Agreement, Legal Agreement, Legal Agreement
Warranties. Each Party represents 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 warrants (ii) the Software, will conform materially and substantially to the other Party that it has Documentation for a period of ninety (90) calendar days following the full rightdate when first made available to Company for download (“Software Warranty Period”). The warranties set forth herein do not apply to any failure of the Software or Hardware caused by (a) Company’s failure to follow NetAlly's installation, 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, misappropriatesoperation, or otherwise violates maintenance instructions, procedures, or Documentation; (b) Company’s mishandling, misuse, negligence, or improper installation, de-installation, storage, servicing, or operation of the rights Product; (c) modifications or repairs not authorized by NetAlly; (d) use of any 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 party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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 horseparties, or other such malicious code events outside NetAlly's reasonable control. NetAlly cannot and does not warrant the performance or any open source licensed under any “copy-left” type provisions without results that may be obtained by using the Products, nor does NetAlly warrant that the Products are appropriate for Company’s approvalpurposes or error-free. PickNik shallIf during the Software Warranty Period or Hardware Warranty Period, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warrantya nonconformity is reported to NetAlly, re-perform the Services which gave rise to the breach, orNetAlly, at PickNik’s its option, refund will use commercially reasonable efforts to repair or replace the fees paid by Company for the portion of the Services that did not fulfill such warrantynon-conforming Software or Hardware. THIS REMEDY IS COMPANY’S SOLE AND EXCLUSIVE REMEDY, 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 detailAND NETALLY’S SOLE LIABILITY FOR A BREACH OF WARRANTY. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH STATED IN THIS SECTION 9, “WARRANTIES” NETALLY DISCLAIMS ALL WARRANTIES ON MERCHANDISE SUPPLIED UNDER THIS AGREEMENT, THE SOFTWARE INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF INFRINGEMENT, MERCHANTABILITY AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, 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 3 contracts
Samples: General Terms and Conditions, General Terms and Conditions, General Terms and Conditions
Warranties. Each Party represents and warrants 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, SOFTWARE OR SERVICES OR ANY TECHNOLOGIES AND PRODUCTS RESULTING FROM THE SAME SERVICES WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME SOFTWARE IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, 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 3 contracts
Samples: Master Service Agreement, Master Service Agreement, Master Service Agreement
Warranties. Each Party represents and warrants 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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 approvalstandards. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, SOFTWARE OR SERVICES OR ANY TECHNOLOGIES AND PRODUCTS RESULTING FROM THE SAME SERVICES WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESKIND.
Appears in 3 contracts
Samples: Master Service Agreement, Master Service Agreement, Master Service Agreement
Warranties. Each Party represents and Uptime warrants 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services will be performed provided in a professional manner consistent manner, and in conformity with generally accepted industry standards and will applicable to such Services. Client must report any deficiencies in the Services to Uptime in writing, to xxxxxxx@xxxxxxxxxxx.xxx within 30 days of when deficiencies in the Services occurred in order to receive warranty remedies. If deficiencies are not purposefully include reported in writing within 30 days of when the deficiencies in the Services occurred, Client waives its right to 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 Companyremedy for those deficiencies. Client’s approval. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warrantywarranty with respect to the Services, and Uptime’s entire liability for such breach, will be re-performance of the Services. Client agrees that it will timely cooperate with Uptime to enable Uptime to re-perform the Services. If Client terminates Services or prevents or otherwise inhibits Uptime’s ability to re-perform the Services, then Client waives its right to its exclusive remedy of re-performance of the Services. If the deficiencies in Services are such that Uptime is unable to re-perform the Services which gave rise as warranted, Client will be entitled to the breach, or, at PickNik’s option, refund the recover fees paid by Company to Uptime for the portion of deficient Services in an amount not to exceed the total amount actually paid by Client to Uptime for the month in which 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 detailwere deficient. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY UPTIME EXPRESSLY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES OTHER WARRANTIES, EXPRESS OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORYINCLUDING, OR OTHERWISEBUT NOT LIMITED TO, WITH RESPECT TO THIS AGREEMENTWARRANTIES OF TITLE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITYACCURACY, WARRANTY OF AND NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK INFRINGEMENT TO THE EXTENT PERMITTED BY APPLICABLE LAW. UPTIME MAKES NO REPRESENTATIONS OR WARRANTIES THAT WARRANTY THAT: (A) THE SOFTWARE SERVICES WILL MEET CLIENT’S REQUIREMENTS; (B) CLIENT’S USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE. ; OR (C) ANY DEFECTS OR ERRORS IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESCORRECTED.
Appears in 3 contracts
Samples: Service Agreement, www.uptimelegal.com, www.uptimelegal.com
Warranties. Each Party represents 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 (30) days of purchase of this License. To submit a claim, you must return the Font Software to HURME DESIGN or place of purchase together with a copy of your Order Receipt and warrants to certify that no copies remain in your possession or control. You expressly acknowledge and agree that use of the other Party that it has the full rightFont Software is at your sole risk. The Font Software and related documentation are provided “AS IS” and, powerexcept as noted herein, 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 is without warranty of any third partykind and HRUME DESIGN hereby EXPRESSLY DISCLAIM ALL WARRANTIES, including Intellectual Property Rights and other rights to privacy. In additionEXPRESS AND IMPLIED, PickNik warrants to Company that the Services will be performed in a professional manner consistent with industry standards and will not purposefully include any code that contains any virusINCLUDING, time-bomb, trojan horse, or other such malicious code or any open source licensed under any “copy-left” type provisions without Company’s approval. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENTBUT NOT LIMITED TO, THE SOFTWARE IMPLIED WARRANTIES OF MERCHANTABILITY AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND HURME DESIGN DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWAREOPERATION OF THE FONT SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR SERVICES 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 MAY BE REQUIRED. THE FONT SOFTWARE MAY NOT BE USED IN MANUFACTURING, NAVIGATION, AND CONTROL EQUIPMENT OR IN ANY OTHER CIRCUMSTANCES WHERE THE USE OR FAILURE OF THE 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 TECHNOLOGIES RESULTING FROM 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 SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWAREFONT SOFTWARE EVEN IF NOTIFIED IN ADVANCE OF SUCH 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, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESeither at HURME DESIGN’s sole discretion.
Appears in 2 contracts
Samples: User License Agreement, User License Agreement
Warranties. Each Party represents and University warrants that to the other Party that best of its actual knowledge as of the date of execution of this Agreement it has the full right, power, and authority to enter into this Agreement, right to grant the licenses to the Licensed Intellectual Property contained in this Agreement. Disclaimer of all Other Warranties UNIVERSITY GRANTS THE RIGHTS IN THIS AGREEMENT AS IS AND WITH ALL FAULTS. UNIVERSITY MAKES NO REPRESENTATIONS AND 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 and or licenses granted hereunder, and to perform its obligations hereunder. Further, Company represents and warrants to PickNik that Company Licensee or a Sublicensee under this Agreement do or will not provide any Company Data that infringes, misappropriates, infringe or otherwise violates the rights of any violate a third party, including ’s intellectual property rights; or that the exploitation of Licensed Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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 approvalsuccessful. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ALL LICENSED INTELLECTUAL PROPERTY RIGHTS ARE PROVIDED “AS-"AS IS” " AND EACH PARTY UNIVERSITY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES OR SOFTWAREWARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORYSTATUTORY OR OTHER, OR OTHERWISEAND UNIVERSITY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, UNIVERSITY MAKES NO WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES ANY KIND THAT THE SOFTWARE LICENSED INTELLECTUAL PROPERTY RIGHTS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE'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. IN ADDITIONLIMITATION ON TYPE AND AMOUNT DAMAGES Limitation on Type of Damages University is not liable for any special, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCTreliance, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWAREexpectancy, BACKGROUND TECHNOLOGYconsequential, OPEN SOURCE SOFTWARElost profits, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWAREloss of business opportunity, BACKGROUND TECHNOLOGYexpectation, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1punitive or other indirect damages in connection with any claim arising out of or related to this Agreement. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, 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.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. Each Party represents and warrants If the HURME software product is found to be defective within 90 days of the date of delivery to the 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 Party software products, or that it has will satisfy your requirements. HURME’s entire liability to 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 Licensee will not provide any Company Data extend beyond replacement of defective media or refund of the purchase price. You expressly acknowledge and agree that infringesuse of the Font Software is at your sole risk. The Font Software and related documentation are provided “AS IS” and, misappropriatesexcept as noted herein, or otherwise violates the rights is without warranty of any third partykind and HURME and its affiliated companies (together, including Intellectual Property Rights and other rights to privacy. In addition“HURME”) hereby EXPRESSLY DISCLAIM ALL WARRANTIES, PickNik warrants to Company that the Services will be performed in a professional manner consistent with industry standards and will not purposefully include any code that contains any virusEXPRESS AND IMPLIED, time-bombINCLUDING, trojan horse, or other such malicious code or any open source licensed under any “copy-left” type provisions without Company’s approval. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENTBUT NOT LIMITED TO, THE SOFTWARE IMPLIED WARRANTIES OF MERCHANTABILITY AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND HURME DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWAREOPERATION OF THE FONT SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR SERVICES 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 MAY BE REQUIRED. THE FONT SOFTWARE MAY NOT BE USED IN MANUFACTURING, NAVIGATION, AND CONTROL EQUIPMENT OR IN ANY OTHER CIRCUMSTANCES WHERE THE USE OR FAILURE OF THE 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 TECHNOLOGIES RESULTING FROM OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS, SAVINGS OR BUSINESS INTERRUPTION AS A RESULT OF THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWAREFONT SOFTWARE EVEN IF NOTIFIED IN ADVANCE OF SUCH 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, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESeither at HURME’s sole discretion.
Appears in 2 contracts
Samples: E Publishing Agreement, License Agreement
Warranties. Each Party represents and NGAS warrants that all services shall be free from defects in workmanship for a period of thirty (30) days after delivery of items identified on the face hereof to the other Party that it has the full rightBuyer. If within 30 days of delivery NGAS receives notice from Buyer of defective workmanship with respect to a service, 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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 CompanyNGAS’s approval. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, shall be either to re-perform the Services which gave rise service or to the breach, or, at PickNik’s option, refund the fees amount paid by Company 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 which 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. Buyer 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, immediately upon NGAS’s receipt thereof. NGAS will prepay all freight and insurance costs of the return shipment of the replaced or re-serviced items, as the case may be. Any item(s) re-serviced shall be warranted only for the portion remaining period of the Services that did not fulfill such warrantyoriginal warranty THIS AGREEMENT DOES NOT GRANT ANY OTHER WARRANTY OR GUARANTEE OR MAKE ANY REPRESENTATIONS, 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 FOR THE EITHER EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORYINCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY WARRANTY OF FITNESS FOR A ANY PARTICULAR PURPOSE, WHETHER ARISING BY LAW, CUSTOM, CONDUCT OR USAGE OF TRADE. THE RIGHTS AND REMEDIES PROVIDED HEREIN ARE EXCLUSIVE AND IN LIEU OF ANY OTHER RIGHTS OR REMEDIES. THIS WARRANTY SHALL NOT BE VALID IF THE ITEMS THAT ARE THE SUBJECT MATTER OF MERCHANTABILITYTHIS AGREEMENT HAVE BEEN SUBJECTED TO ABUSE, WARRANTY OF NON-INFRINGEMENTMISUSE, WARRANTY OF TITLEACCIDENT, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITIONALTERATION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCTNEGLECT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWAREUNAUTHORIZED REPAIR, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM EXPOSURE TO CONDITIONS BEYOND THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESAPPLICABLE ENVIRONMENT.
Appears in 2 contracts
Samples: Repair and Calibration Services Agreement, Repair and Calibration Services Agreement
Warranties. Each Party represents and warrants to the other Party that it has the full right, powerBest Buy's sole obligation, and authority Client's exclusive remedy, for any defect or nonconformity in the Products shall be for Best Buy to enter into this Agreementcooperate 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 grant obtain directly from the rights 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 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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, suppliers or other such malicious code third party covering maintenance or any open source licensed under any “copy-left” type provisions without Company’s approval. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the portion repair of the Services Product at the Client's Location, that did such manufacturers and suppliers may require Client to deliver defective Product to their authorized service centers for maintenance or repair. Best Buy does not fulfill such warranty, warrant the merchandise in any way and the only warranties on the merchandise are those provided that Company shall notify PickNik in writing bythe manufacturer. Best Buy warrants its labor for thirty (30) days following completion of the breach within 30 days following performance Services. Disclaimers and Limitations of the defective Services, specifying the breach in reasonable detailLiability ANY WARRANTY ON ANY PRODUCT SOLD BY BEST BUY HEREUNDER IS PROVIDED BY THE MANUFACTURER OF THAT PRODUCT. EXCEPT FOR THE AS EXPRESSLY STATED HEREIN BEST BUY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENTOR IMPLIED, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISEFULLEST EXTENT PERMITTED BY LAW, WITH RESPECT TO THIS AGREEMENTRESPECTTOTHE PRODUCTS ANDSERVICES WHICH ARE THESUBJECTOFTHESE TERMS, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF PURPOSE AND NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES . CLIENT EXPRESSLY AGREES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARESERVICES 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 SERVICES THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES BEST BUY MAKE ANY WARRANTY ASTOTHE RESULTS THATMAY BE OBTAINED FROM THE 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 TECHNOLOGIES RESULTING FROM PRODUCT OR SERVICE PURCHASED HEREUNDER. BEST BUY PROVIDES THE SAME IN ANY APPLICATIONSBEST BUY FOR BUSINESS WEBSITE AND ALL INFORMATION, EXCEPT CONTENT, AND OTHER MATERIAL MADE AVAILABLE THROUGH THE BEST BUY FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1BUSINESS WEBSITE ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY HEREBY ACKNOWLEDGES WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SERVICESBEST BUY FOR BUSINESS WEBSITE WILL MEET YOUR REQUIREMENTS, SOFTWAREOR THAT ITWILL BE UNINTERRUPTED, BACKGROUND TECHNOLOGYSECURE, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESOR ERROR FREE. It 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. Each Party represents and Seller warrants 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services all Goods provided will be performed in a professional manner consistent with industry standards new and will not purposefully include any code be used or refurbished. Seller warrants that contains any virusall Goods delivered shall be free from defects in materials, time-bombdesign and workmanship and shall conform to all applicable specifications for a period of fifteen (15) months from the date of delivery to Cricut or for the period provided in Seller’s standard warranty covering the Goods, trojan horsewhichever is longer. Furthermore, the Products will be free from defects and materials which could create a hazard to life or other 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 date of shipment at Sellers then current price. Additionally, Goods purchased shall be subject to all written express warranties made by Seller’s agents. 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 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 such malicious code or any open source licensed under any “copy-left” type provisions without Companyproblems and will return the Goods to Seller, at Seller’s approvalexpense. PickNik Within five (5) business days of receipt of the returned Goods, Seller shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNikCricut’s option, refund the fees paid by Company either repair or replace such Goods, or credit Cricut’s account for the portion same. Replacement and repaired Goods shall be warranted for the remainder of the Services that did not fulfill such warrantywarranty period or six (6) months, 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESwhichever is longer.
Appears in 2 contracts
Samples: Supply Agreement (Cricut, Inc.), Supply Agreement (Cricut, Inc.)
Warranties. Each Party represents and KRT warrants that at the time of the final inspection by the Customer, the Work will conform to the other Party that it has specifications set forth on the full rightWIS. Any warranty given by KRT excludes any acts, poweromissions, conditions or events affecting or relating to the 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 authority to enter into 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, 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services It will be performed the Customer’s responsibility to provide soil, water, and/or tissue analysis from any lab approved by KRT in a professional manner consistent with industry standards and will not purposefully include its reasonable discretion, should 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any alleged breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 detailKRT occur. EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIC WARRANTY SET FORTH IN THIS AGREEMENTSECTION, KRT DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, AND THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL CUSTOMER EXPRESSLY WAIVES, ANY OTHER WARRANTIES RELATED OF ANY KIND, RELATING TO THE SERVICES WORK OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, THE GRASS INCLUDING WARRANTIES OF MERCHANTABILITY OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OR WARRANTIES CONCERNING THE QUALITY, COMPOSITION, OR CHARACTERISTICS OF MERCHANTABILITYTHE WORK OR THE GRASS, WARRANTY REGARDLESS OF NON-INFRINGEMENTWHETHER ORAL OR WRITTEN, WARRANTY EXPRESS OR IMPLIED, OR ALLEGEDLY ARISING FROM ANY USAGE OF TITLE, AND PICKNIK MAKES NO TRADE OR FROM ANY COURSE OF DEALING. THE CUSTOMER AGREES THAT IT IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY KRT OTHER THAN AS EXRESSLY SET FORTH IN THIS AGREEMENT AND THAT NO OTHER REPRESENTATIONS AND WARRANTIES HAVE BEEN MADE BY KRT. THE PROVISIONS OF THIS SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSES12 SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
Appears in 2 contracts
Warranties. Each Party represents and 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 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Hardware Services will shall be performed in a professional manner consistent with industry standards good 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 Companyworkmanlike manner. OETC’s approval. PickNik shall, as its exclusive remedy and Contractor’s sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, any Hardware Services warranty shall be for Contractor to re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 non-conforming Hardware Services, specifying the breach in reasonable detail. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH AS EXPRESSLY STATED BY CONTRACTOR IN THIS AGREEMENT, ANY APPLICABLE SOW, AMENDMENT OR EXHIBIT HERETO, ANY DELL WEBSITE OR DELIVERED WITH ANY PRODUCT, AND TO THE SOFTWARE MAXIMUM EXTENT PERMITTED BY LAW, CONTRACTOR (INCLUDING CONTRACTOR AFFILIATES, CONTRACTORS, AND SERVICES ARE PROVIDED “AS-IS” AGENTS, AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AND OFFICERS), ON BEHALF OF ITSELF AND ITS SUPPLIERS AND LICENSORS MAKES NO EXPRESS OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, IMPLIED WARRANTY WITH RESPECT TO THIS AGREEMENTANY OF THE PRODUCTS OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY (a) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITYPERFORMANCE, WARRANTY OF SUITABILITY, OR NON-INFRINGEMENT, WARRANTY ; (b) FOR ANY THIRD-PARTY PRODUCTS OR SERVICES; (c) FOR THE PERFORMANCE OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES RESULTS TO BE OBTAINED FROM ANY PRODUCTS OR SERVICES; OR (d) THAT THE SOFTWARE PRODUCTS OR SERVICES WILL OPERATE OR BE PROVIDED WITHOUT INTERRUPTION OR ERROR. PRODUCTS AND SERVICES ARE NOT FAULT-FREE. TOLERANT AND ARE NOT DESIGNED OR INTENDED FOR USE IN ADDITIONHAZARDOUS ENVIRONMENTS, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS ANY APPLICATION IN WHICH THE FAILURE OF THE PRODUCTS OR FINAL PRODUCTSERVICES COULD LEAD DIRECTLY TO DEATH, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWAREPERSONAL INJURY, OR SEVERE PHYSICAL OR PROPERTY DAMAGE (COLLECTIVELY, “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 ANY TECHNOLOGIES RESULTING FROM AUTHORIZED BY CONTRACTOR (INCLUDING INSTALLATION OR DE- INSTALLATION), USAGE NOT IN ACCORDANCE WITH THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND DOCUMENTATION, NORMAL WEAR AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE TEAR, OR USE OF PARTS AND COMPONENTS NOT SUPPLIED OR INTENDED FOR USE WITH THE SOFTWAREPRODUCTS OR HARDWARE SERVICES. ANY WARRANTY ON A THIRD-PARTY PRODUCT IS PROVIDED BY THE PUBLISHER, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWAREPROVIDER, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1ORIGINAL MANUFACTURER. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ALL THIRD-PARTY PRODUCTS ARE PROVIDED SOLELY BY CONTRACTOR “AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESIS.”
Appears in 2 contracts
Samples: Price Agreement, Price Agreement
Warranties. Each Party represents WE ARE NOT A SELLER, SUPPLIER OR MANUFACTURER (AS SUCH TERMS ARE DEFINED OR USED IN THE UCC), OR DEALER, NOR A SELLER’S OR DEALER’S AGENT. THE EQUIPMENT IS LEASED HEREUNDER “AS IS”, AND WE HAVE NOT MADE, AND HEREBY DISCLAIM LIABILITY FOR, AND YOU HEREBY WAIVE ALL RIGHTS AGAINST US RELATING TO, ANY AND ALL WARRANTIES, REPRESENTATIONS OR OTHER OBLIGATIONS OF ANY KIND WITH RESPECT TO THE EQUIPMENT, EITHER EXPRESS OR IMPLIED, ARISING BY APPLICABLE LAW OR OTHERWISE, INCLUDING (i) MERCHANTABILITY OR FITNESS FOR PARTICULAR USE OR PURPOSE, (ii) COURSE OF DEALING OR USAGE OR 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 warrants to the other Party that it has the full right, power, and authority Our agreement to enter into this AgreementAgreement is in reliance upon the freedom from and complete negation of liability or responsibility for the matters waived and disclaimed herein. You hereby waive any claim against Us for any indirect, incidental or consequential damages to grant the rights or losses resulting from any matter whatsoever. So long as no Event of Default has occurred and licenses granted hereunderis continuing, We will not disturb Your quiet and peaceful possession, 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 use of the rights of any third party, including Intellectual Property Rights and other rights to privacyEquipment. In addition, PickNik warrants so long as no Event of Default has occurred and is continuing, We hereby transfer to Company that You any warranties made to Us by the Services will be performed in a professional manner consistent manufacturer, vendor or supplier, with industry standards respect to the Equipment, during the term of Your Summary Schedule and will 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. We are 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy responsible for any breach liability, claim, loss, damage or expense of this warrantyany 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, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESincidental or consequential damages.
Appears in 2 contracts
Samples: Master Lease Agreement, Master Lease Agreement (Amyris Biotechnologies Inc)
Warranties. Each Party 5.1 Ortho warrants 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 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 this Section 5.1 and except as otherwise expressly provided herein, ORTHO MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR ANY OTHER MATTER WITH RESPECT TO THE PRODUCT WHETHER USED ALONE OR IN COMBINATION WITH ANY OTHER 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 Party that it has proprietary rights (collectively, Intellectual Property") of third parties in the full right, powerTerritory, and authority to enter into this Agreement, to grant (y) it is the rights and licenses granted hereunder, and holder of all Intellectual Property necessary to perform its obligations hereunder. Further, Company represents Ortho further agrees to notify WFH within twenty-four hours of receipt of notice from any source of any and warrants all adverse reactions reported to PickNik that Company will not provide Ortho and which were alleged to have been caused by any Company Data that infringes, misappropriatesProduct or similar products, or otherwise violates any other issues related to the rights of any third partydesign, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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 horsematerials, or other such malicious code or any open source licensed under any “copy-left” type provisions without Company’s approval. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the portion workmanship 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESProduct or similar products reported to Ortho.
Appears in 2 contracts
Samples: Distribution Agreement (Women First Healthcare Inc), Distribution Agreement (Women First Healthcare Inc)
Warranties. Each Party represents and SIMBA warrants for a period of ninety (90) days from the date the PROGRAM is delivered to you that the other Party that it has PROGRAM shall substantially conform to SIMBA provided written specifications. In 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 event of any third partyalleged breach of the above express warranties, including Intellectual Property Rights 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 other rights substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to privacy. In addition, PickNik warrants to Company that promptly repair or replace the Services 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 PROGRAM or any open source licensed under any “copy-left” type provisions without Company’s approval. PickNik shall, as its sole obligation and Company’s sole and exclusive portion thereof necessary to remedy for any the breach of this warranty, re-perform the Services which gave rise or to the breach, or, at PickNik’s option, refund the fees paid actually received by Company SIMBA for the 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 detailthis license. EXCEPT FOR THE EXPRESS WARRANTIES AS SET FORTH IN THIS AGREEMENTABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE SOFTWARE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND SERVICES ARE PROVIDED ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “AS-WHERE IS” 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 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, WARRANTY OF MERCHANTABILITYACCURACY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OR CONDITION ARISING FROM COURSE OF TITLEPERFORMANCE, AND PICKNIK MAKES NO REPRESENTATIONS COURSE OF DEALING OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREEUSAGE OF TRADE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND XXXXX DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWAREFUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THAT THE SAME OPERATION OF THE PROGRAM WILL BE ERROR FREE FROM SECURITY VULNERABILITIES OR MALWARE UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, SIMBA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR THE USE OF THE SOFTWAREPROGRAM IN TERMS OF ITS CORRECTNESS, BACKGROUND TECHNOLOGYACCURACY, OPEN SOURCE SOFTWARERELIABILITY, OR SERVICES OTHERWISE. NO ORAL OR ANY TECHNOLOGIES RESULTING FROM THE SAME WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT WAY INCREASE THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESSCOPE OF THIS WARRANTY.
Appears in 2 contracts
Samples: Legal Agreement, Legal Agreement
Warranties. Each Party represents and warrants 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.111.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, 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. Each For the avoidance of doubt the Third Party represents Products and warrants to Serviced are provided by or through NMS and not Bank; accordingly, Merchant acknowledges and agrees that Bank will have absolutely no liability for the other performance or operation (or lack thereof) of any Third Party Products or Services. Additionally, Merchant acknowledges and agrees that it has the full rightISO is only a reseller of, poweror referral source, for Third Party Products and Services, and authority as such, ISO shall not in any way be liable for the performance or operation (or lack thereof) of 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 terms and conditions pursuant to enter into this Agreement, which the Third Party Provider makes the applicable Third Party Products and Services available 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 any third party, including Intellectual Property Rights and other rights to privacyMerchant. In additionthe event that ISO resells any Third Party Products and Services to Merchant, PickNik warrants it will pass through any warranties made available to Company ISO by the applicable Third Party Provider that the Services will such Third Party Provider permits to be performed in a professional manner consistent with industry standards and will not purposefully include any code that contains any viruspassed through to Merchant. NEITHER ISO NOR BANK MAKES ANY WARRANTY, time-bombEXPRESS, trojan horseIMPLIED OR STATUTORY, or other such malicious code or any open source licensed under any “copy-left” type provisions without Company’s approvalWITH RESPECT TO THE THIRD PARTY PRODUCTS AND SERVICES AND EACH EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF TITLE, AVAILABILITY, RELIABILITY, USEFULNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE THIRD PARTY PRODUCTS AND SERVICES ARE BEING PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED BY OR THROUGH ISO (TO THE SERVICES EXTENT EVEN BEING PROVIDED THEREBY), AND NEITHER ISO NOR BANK WARRANTS THAT THEY WILL MEET MERCHANT’S REQUIREMENTS OR SOFTWAREBE UNINTERRUPTED, WHETHER EXPRESSTIMELY, IMPLIEDAVAILABLE, STATUTORYSECURE OR ERROR FREE, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING THAT ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE ERRORS WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESCORRECTED.
Appears in 2 contracts
Samples: Terms and Conditions, Terms and Conditions
Warranties. Each Party represents (a) Lessee acknowledges that Lessor is not the manufacturer of the Property nor the manufacturer’s agent nor a dealer therein. The Property is of a size, design, capacity, description and warrants to manufacture selected by 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 hereunderLessee. Further, Company represents and warrants to PickNik that Company will not provide any Company Data that infringes, misappropriates, or otherwise violates the rights of any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company Lessee is satisfied that the Services will be performed in a professional manner consistent with industry standards Property is suitable and will not purposefully include any code that contains any virusfit for its purposes. LESSEE AGREES THAT LESSOR HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY OR REPRESENTATION WHATSOEVER, time-bombEXPRESS OR IMPLIED, trojan horse, or other such malicious code or any open source licensed under any “copy-left” type provisions without Company’s approval. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED AS TO THE SERVICES OR SOFTWAREPROPERTY, WHETHER EXPRESSINCLUDING, IMPLIEDWITHOUT LIMITATION, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO: (i) THE DESCRIPTION, CONDITION, DESIGN, QUALITY OR PERFORMANCE OF THE PROPERTY OR QUALITY OR CAPACITY OF MATERIALS OR WORKMANSHIP IN THE PROPERTY; (ii) ITS MERCHANTABILITY OR FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE, WARRANTY PURPOSE WHETHER OR NOT DISCLOSED TO LESSOR; AND (iii) DELIVERY OF MERCHANTABILITY, WARRANTY THE PROPERTY FREE OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE RIGHTFUL CLAIM OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE PERSON BY WAY OF INFRINGEMENT OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARELIKE. LESSOR EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES. If the Software is not properly installed, BACKGROUND TECHNOLOGYdoes not function as represented or warranted by original licensor, OPEN SOURCE SOFTWAREor is unsatisfactory for any reason, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONSLessee shall make any claim on account thereof solely against original licensor and shall nevertheless pay all sums payable under the Lease, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1Lessee hereby waiving the right to make any such claims, against Lessor. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICESLessor shall not be liable to Lessee for any loss, SOFTWAREdamage or expense of any kind or nature caused, BACKGROUND TECHNOLOGYdirectly or indirectly, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESby 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. Each Party represents Stefan Willerstorfer warrants the Font Software to be free from defects in materials and warrants to workmanship under normal use for a period of twenty one (21) days from the other Party that it has the full right, power, date of delivery as shown on your invoice. Stefan Willerstorfer’s entire liability 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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. PickNik shall, as its sole obligation and Company’s sole and your exclusive remedy for any breach of this warranty, re-perform the Services which gave rise as to the breach, ora defective Font Software shall be, at PickNikStefan Willerstorfer’s option, either the refunding of the pur- chase price or the replacement of any such Font Software that is returned to Stefan Willerstorfer with a copy of the invoice. Ste- fan Willerstorfer shall have no responsibility to replace the Font Software or refund the fees paid by Company 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 twenty 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 EXPRESSLY PROVIDED ABOVE, THE FONT SOFT- XXXX, IS PROVIDED »AS IS«. STEFAN WILLERSTORFER DOES NOT MAKE ANY WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PAR- TICULAR PURPOSE. The entire risk as to the 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 quality and performance of the defective ServicesFont 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, specifying the breach in reasonable detail. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENTINDIRECT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORYCONSEQUENTIAL, OR OTHERWISEINCIDENTAL DAMAG- ES (INCLUDING DAMAGES FROM LOSS OF BUSINESS PROFITS, WITH RESPECT TO THIS AGREEMENTBUSINESS INTERRUPTION, INCLUDING ANY WARRANTY LOSS OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLEBUSINESS INFORMATION, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT LIKE) ARISING OUT OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM OR INABILITY TO USE THE FONT SOFTWARE OR USE EVEN IF STEFAN WILLERSTORFER HAS BEEN ADVISED OF THE SOFTWAREPOSSIBILITY OF SUCH DAMAGES. Because some states or other jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESthe above limitation may not apply to you.
Appears in 2 contracts
Samples: End User License Agreement, Webfont License Agreement
Warranties. Each Party represents 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 sterile Products, (2) substantially in conformance with the written specifications maintained by COMPANY at the date of delivery of such Products, and warrants (3) in compliance at all times with the requirements of and regulations adopted pursuant to the other Party U.S. Federal Food, Drug and Cosmetic Act and applicable Japanese law. COMPANY further warrants that it has will convey good title to all Products delivered to DISTRIBUTOR free from any security interest, liens or other encumbrance. COMPANY will provide, when requested by DISTRIBUTOR, certification that, to the full rightbest of its knowledge, powerit is in compliance with U.S. and applicable Japanese laws, statutes, rules, and authority regulations and relevant orders relating to enter into this Agreementthe 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 be subject to grant COMPANY being granted the rights and licenses granted hereunderreasonable opportunity to inspect, and 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 perform its obligations hereunderCOMPANY at COMPANY’s cost. Further, Company represents and warrants to PickNik that Company will not provide any Company Data that infringes, misappropriates, or otherwise violates the rights Any such replacement of Products may be made by substitution of any third partysimilar Product meeting substantially identical quality specifications and payment by the COMPANY of all freight, including Intellectual Property Rights handling and other rights to privacy. In addition, PickNik warrants to Company that the Services 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, duty charges or other such malicious code or any open source licensed under any “copy-left” type provisions without Company’s approval. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise taxes incident to the breachdelivery of such replacement Products. Upon request by COMPANY, orin accordance with COMPANY’S instruction, DISTRIBUTOR shall return the Product to COMPANY at PickNikCOMPANY’s optioncost; provided, refund the fees paid by Company for the portion of the Services however, that did not fulfill such warrantyIN THE EVENT THAT THE RETURN OF A PRODUCT POSES A HEALTH RISK, 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED DUE TO THE SERVICES OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, 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 foregoing, and except as provided in Section 12.1, DISTRIBUTOR shall 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 warranties as COMPANY may specify from time to time. Furthermore, DISTRIBUTOR shall only give such warranties as specified in this Section 10.1 or as specified by COMPANY from time to time on [*] = CERTAIN INFORMATION IN THIS AGREEMENT, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, EXHIBIT HAS BEEN OMITTED AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT FILED SEPARATELY WITH THE SOFTWARE WILL BE ERROR-FREECOMMISSION. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESOMITTED PORTIONS.
Appears in 2 contracts
Samples: Distribution Agreement (Cardica Inc), Distribution Agreement (Cardica Inc)
Warranties. Each Party represents Contractor expressly warrants that all Goods and warrants Services furnished pursuant to the this Order shall be (i) provided in strict accordance with all specifications, drawings, designs or other Party that it has the full rightrequirements approved or adopted by Xxxxxxx, power(ii) free from defects in design, materials and workmanship, and authority to enter into (iii) fit for the uses and purposes specified in this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunderOrder by Xxxxxxx. Further, Company represents and Contractor further warrants to PickNik that Company will not provide any Company Data that infringes, misappropriates, or otherwise violates the rights of any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the all Services will be performed in a an orderly and professional manner consistent and in accordance with industry established professional business 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. PickNik shall, as its sole obligation ethics applicable to the Services and Company’s sole in conformity with each and exclusive remedy for any breach every term of this warranty, re-perform Order. The foregoing warranties shall apply for a period of 12 months from the Services which gave rise date of Contractor’s delivery of all Goods to the breach, or, at PickNik’s option, refund the fees paid by Company for the portion Delivery Point or performance of the Services that did not fulfill such warranty, provided that Company shall notify PickNik in writing (the “Warranty Period”). If any of the breach 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, then Xxxxxxx, at its options and sole discretion and at Contractor’s expense, may (a) require that Contractor repair or replace/re-preform any nonconforming Goods and/or Services within 30 days following performance a reasonable time; (b) take such actions as may be required to cure all defects and/or bring the 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 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 Goods and/or Services supplied by Contractor. Any repaired Goods or re-performed Services shall carry warranties of the defective Servicessame terms as set forth above, specifying with the breach in reasonable detailwarranty period being the remainder of the original unexpired warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENTReplaced Goods shall carry warranties of the same terms as set forth above, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESwith the warranty period being 12 months after such replacement.
Appears in 2 contracts
Warranties. Each Party represents and NGAS warrants that all services shall be free from defects in workmanship for a period of thirty (30) days after delivery of items identified on the face hereof to the other Party that it has the full rightBuyer. If within 30 days of delivery NGAS receives notice from Buyer of defective workmanship with respect to a service, 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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 CompanyNGAS’s approval. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, shall be either to re-perform the Services which gave rise service or to the breach, or, at PickNik’s option, refund the fees amount paid by Company 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 which 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. Buyer 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, immediately upon NGAS’s receipt thereof. NGAS will prepay all freight and insurance costs of the return shipment of the replaced or re-serviced items, as the case may be. Any item(s) re-serviced shall be warranted only for the portion remaining period of the Services that did not fulfill such warrantyoriginal warranty THIS AGREEMENT DOES NOT GRANT ANY OTHER WARRANTY OR GUARANTEE OR MAKE ANY REPRESENTATIONS, 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 FOR THE EITHER EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORYINCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY WARRANTY OF FITNESS FOR A ANY PARTICULAR PURPOSE, WHETHER ARISING BY LAW, CUSTOM, CONDUCT OR USAGE OF TRADE. THE RIGHTS AND REMEDIES PROVIDED HEREIN ARE EXCLUSIVE AND IN LIEU OF ANY OTHER RIGHTS OR REMEDIES. THIS WARRANTY SHALL NOT BE VALID IF THE ITEMS THAT ARE THE SUBJECT MATTER OF MERCHANTABILITYTHIS AGREEMENT HAVE BEEN SUBJECTED TO ABUSE, WARRANTY OF NON-INFRINGEMENTMISUSE, WARRANTY OF TITLEACCIDENT, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITIONALTERATION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCTNEGLECT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWAREUNAUTHORIZED REPAIR, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM EXPOSURE TO CONDITIONS BEYOND THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESAPPLICABLE ENVIRONMENT.
Appears in 2 contracts
Samples: Repair and Calibration Services Agreement, Repair and Calibration Services Agreement
Warranties. Each Party represents You expressly acknowledge and warrants to agree that use of the other Party that it has Font Software is at Your sole risk. Except as may be otherwise provided for herein, the full right, power, Font Software and authority to enter into this Agreement, to grant the rights related documentation is provided “AS IS” 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 without warranty of any third partykind and LETTERMIN MAKES NO WARRANTIES, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORYAS TO MERCHANTABILITY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREEOTHERWISE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND LETTERMIN DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWAREOPERATION OF THE FONT SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR SERVICES THAT THE 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 FONT SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. LETTERMIN WILL IN NO EVENT BE LIABLE TO THE LICENSED USER OR ANY TECHNOLOGIES RESULTING OTHER THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE LOSS OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF ROBOT OPERATING SYSTEM SOFTWARE OR USE DATA, LOSS OF BUSINESS INFORMATION, ARISING OUT OF THE SOFTWAREUSE OR INABILITY TO USE THE PRODUCT, BACKGROUND TECHNOLOGYEVEN IF LETTERMIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Under no circumstances will Lettermin’s liability exceed the cost of substitution or the replacement of the Font Software, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESthe choice between which is at the sole discretion of Lettermin.
Appears in 2 contracts
Samples: Font License Agreement, License Agreement
Warranties. Each Party represents and Seller warrants that its products shall conform to the description of such products as provided to Buyer by Seller through Seller's catalog, analytical data or other Party literature. 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 it Buyer has misused the full rightproducts in any manner, power, and authority has failed to enter into this Agreement, to grant use 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services will be performed products in a professional manner consistent accordance with industry standards and will not purposefully include any code that contains any virus, time-bomb, trojan horsepractices, or other such malicious code or any open source licensed under any “copy-left” type provisions without Company’s approval. PickNik shallhas failed to use the products in accordance with instructions, as its sole obligation and Company’s if any, furnished by Seller.Seller's sole and exclusive liability and Buyer's exclusive remedy for any breach with respect to products proved to Seller's satisfaction to be defective or nonconforming shall be replacement of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, such products without charge or refund the fees paid by Company for the portion of the Services that did not fulfill purchase price, in Seller's sole discretion, upon the return of such warrantyproducts in accordance with Seller's instructions. SELLER SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES CONSEQUENTIAL OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE SPECIAL DAMAGES OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE RESULTING FROM ANY USE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE FAILURE OF THE SOFTWAREPRODUCTS, BACKGROUND TECHNOLOGYEVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, OPEN SOURCE SOFTWAREWITHOUT 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 LIABILITY OF BUYER TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR SERVICES FOR ANY LABOR OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONSOTHER EXPENSE, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY SELLER'S GROSS NEGLIGENCE. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICESAll claims must be brought within one (1) year of shipment, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESregardless of their nature.
Appears in 2 contracts
Samples: www.sigmaaldrich.com, www.sigmaaldrich.com
Warranties. Each Party represents and SIMBA warrants for a period of ninety (90) days from the date the PROGRAM is delivered to you that the other Party that it has PROGRAM shall substantially conform to SIMBA provided written specifications. In 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 event of any third partyalleged breach of the above express warranties, including Intellectual Property Rights 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 other rights substantiated by SIMBA, your exclusive remedies shall be, at SIMBA’s sole option, for SIMBA to privacy. In addition, PickNik warrants to Company that promptly repair or replace the Services 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 PROGRAM or any open source licensed under any “copy-left” type provisions without Company’s approval. PickNik shall, as its sole obligation and Company’s sole and exclusive portion thereof necessary to remedy for any the breach of this warranty, re-perform the Services which gave rise or to the breach, or, at PickNik’s option, refund the fees paid actually received by Company SIMBA for the 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 detailthis license. EXCEPT FOR THE EXPRESS WARRANTIES AS SET FORTH IN THIS AGREEMENTABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE SOFTWARE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA, AND SERVICES ARE PROVIDED ANY APPLICABLE LICENSORS, PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SUPPORT) ON AN "AS IS", “AS-WHERE IS” 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 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, WARRANTY OF MERCHANTABILITYACCURACY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OR CONDITION ARISING FROM COURSE OF TITLEPERFORMANCE, AND PICKNIK MAKES NO REPRESENTATIONS COURSE OF DEALING OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREEUSAGE OF TRADE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND SIMBA DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWAREFUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THAT THE SAME OPERATION OF THE PROGRAM WILL BE ERROR FREE FROM SECURITY VULNERABILITIES OR MALWARE UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, SIMBA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR THE USE OF THE SOFTWAREPROGRAM IN TERMS OF ITS CORRECTNESS, BACKGROUND TECHNOLOGYACCURACY, OPEN SOURCE SOFTWARERELIABILITY, OR SERVICES OTHERWISE. NO ORAL OR ANY TECHNOLOGIES RESULTING FROM THE SAME WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT WAY INCREASE THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESSCOPE OF THIS WARRANTY.
Appears in 1 contract
Samples: License Agreement
Warranties. Each Party represents Reseller warrants that during the initial term and warrants any renewal periods of this agreement, the Software will perform in accordance with the then current documentation provided License. Reseller's obligation and liability under this paragraph shall, however, be limited to the other Party replacement and correction of the Software so that it has will so perform. Reseller shall repair or replace any defects in 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services will be performed Software in a professional manner consistent with industry standards and will not purposefully include any code that contains any virustimely fashion. Defects in the Software are to be determined solely by Reseller. THE WARRANTIES CONTAINED HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES INCLUDING ANY EXPRESSED ON IMPLIED, time-bombRESELLER AND ITS SUPPLIER, trojan horseHYLAND SOFTWARE, or other such malicious code or any open source licensed under any “copy-left” type provisions without Company’s approvalINC. PickNik shallDISCLAIM ALL OTHER WARRANTIES, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warrantyEXPRESSED XX XXXLIED, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED INCLUDING BUT NOT LIMITED TO THE SERVICES OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY WARRANTY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTY PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF MERCHANTABILITY, WARRANTY DEALING OR USAGE OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREETRADE. IN ADDITIONNO EVENT WILL RESELLER, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING HYLAND SOFTWARE, INC. OR FINAL PRODUCTITS DIRECT OR INDIRECT SUPPLIERS BE LIXXXX XOR ANY OTHER DAMAGES WHATSOEVER INCLUDING BUT NOT LIMITED TO, PICKNIK CANNOT AND DOES NOT WARRANT THAT DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR OTHER PECUNIARY LOSS ARISING OUT OF USE OR INABILITY TO USE THE SOFTWARE, BACKGROUND TECHNOLOGYEVEN IF RESELLER HAS BEN ADVISED OF TE POSSIBILITIES OF SUCH DAMAGES. Reseller, OPEN SOURCE SOFTWAREHyland Software, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWAREInc., BACKGROUND TECHNOLOGYand its suppliers are not responsible for xxx costs including, OPEN SOURCE SOFTWAREwithout limitation, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONSloss of business profits, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1business interruption, loss of business information, the cost of recovering such information, the cost of substitute Software, or claims by third parties, No oral or written information given by Reseller, its agents, or employees shall create a warranty, In no case shall any direct or indirect suppliers of Reseller bear any liability for any reason whatsoever and in no case shall Reseller's liability exceed the amount of the maintenance fee actually paid by License for the current renewal period. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICESNo modification or addition to this warranty is authorized unless it is set forth in writing, SOFTWAREreferences this software License Agreement, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESand is signed on behalf of Reseller by an authorized official.
Appears in 1 contract
Samples: Oem Agreement (Hyland Software Inc)
Warranties. Each Party represents Seller represents, warrants and warrants covenants that (a) all Goods delivered under this Order will (i) conform strictly to the technical descriptions, guidelines, specifications and other Party that it has requirements communicated by HSY to Seller (the full right“Specifications”), power(ii) be free from defects in materials, workmanship, and authority to enter into this Agreementdesign, to grant (iii) be fit for their intended purpose, (iv) be of satisfactory quality (within the rights meaning of the Sale of Goods Act 1979) and licenses granted hereundermade of new materials and components, and (v) be manufactured and shipped in accordance, and will conform in all respects, with all applicable Laws, (b) title to perform all Goods will be good, and its obligations hereunder. Furthertransfer rightful, Company represents and warrants to PickNik that Company the Goods will not provide any Company Data that infringesbe free from all security interests, misappropriatesclaims, or otherwise violates the rights of any third partydemands, including Intellectual Property Rights liens and other rights to privacy. In additionencumbrances, PickNik warrants to Company that and (c) the Services performed under this Order will (i) be performed in a professional good, prompt and diligent manner consistent and in strict accordance with industry standards all conditions and will not purposefully include requirements contained in this Order and (ii) reflect the level of skill, knowledge and judgment required or reasonably expected of suppliers performing comparable services. If HSY discovers that any code that contains Good or Service fails to conform to any virusthe above warranties (as applicable, time-bomba “Nonconforming Good” or “Nonconforming Service”), trojan horseHSY shall give Seller written notice of the nonconformity within a reasonable time after discovery. Seller, or other such malicious code or any open source licensed under any “copy-left” type provisions without Companyat HSY’s approval. PickNik shall, as its sole obligation option and Companyat Seller’s sole expense, shall promptly retrieve Nonconforming Goods and exclusive (y) repair, replace (by expedited shipment, at Seller’s cost, upon HSY’s request) or otherwise remedy for any breach of this warranty, Nonconforming Good or re-perform the Services which gave rise any Nonconforming Service, so that it conforms to the breachabove warranties, or, at PickNik’s option, or (z) refund to HSY the fees paid by Company for the portion Price of the Services that did not fulfill Nonconforming Good or Nonconforming Service. If Seller is unable to remedy such warrantynonconformity during a time period consistent with HSY’s reasonable requirements, provided that Company HSY may undertake to remedy the nonconformity, and in such case, Seller shall notify PickNik reimburse HSY, on demand, for any reasonable costs HSY incurs in writing excess of the breach within 30 days following performance Prices for such Good or Service that would have been due to Seller under this Order and may terminate this Order for cause under Section 289. Seller shall assign to HSY all applicable warranties extended to Seller with respect to all Goods, or portions thereof, not manufactured by Seller; provided, however, that Seller’s extension of the defective Services, specifying the breach in reasonable detail. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESsuch warranties shall not relieve Seller of its obligation to repair or replace any Nonconforming Good.
Appears in 1 contract
Samples: www.thehersheycompany.com
Warranties. Each Party represents and (A) Seller warrants to Buyer that for a period of 12 months from the other Party date of shipment of the Goods (“Warranty Period”), that it has such Goods will materially conform to Seller’s published specifications in effect as of the full rightdate 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, powerimproper installation, and authority to enter into this Agreementimproper storage, 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, misappropriatescorrosion, or otherwise violates the rights of negligence; (ii) disassembled, modified or repaired by unauthorized persons; or (iii) used in any third party, including Intellectual Property Rights and other rights manner contrary to privacySeller’s instructions or recommendations. In addition, PickNik warrants to Company that the Services 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY SELLER DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES OR SOFTWAREOTHER WARRANTIES, WHETHER EXPRESSEXPRESS OR IMPLIED BY LAW, IMPLIEDCOURSE OF DEALING, STATUTORYCOURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY THAT THE PRODUCTS WILL CONFORM TO ANY SAMPLES, ANY 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 WARRANTIES WITH RESPECT TO THIS AGREEMENTANY THIRD PARTY PRODUCT, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, ; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITIONCOURSE OF DEALING, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCTCOURSE OF PERFORMANCE, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWAREUSAGE OF TRADE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESOTHERWISE.
Appears in 1 contract
Samples: Acceptance, Complete Agreement
Warranties. Each Party represents and Pluralsight warrants that the On-Premise Flow Software will substantially conform to the other Party that it applicable Documentation for the term of the applicable Sales Order. This warranty does not apply if the On-Premise Flow Software: (i) has the full rightbeen altered, powerexcept by Pluralsight or its authorized representative, and authority to enter into this Agreement(ii) has not been installed, to grant the rights and licenses granted hereunderoperated, and to perform its obligations hereunder. Further, Company represents and warrants to PickNik that Company will not provide any Company Data that infringes, misappropriatesrepaired, or otherwise violates 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 rights software in violation of any third party, including Intellectual Property Rights and other rights to privacythe Documentation provided. In addition, PickNik warrants to Company Pluralsight does not warrant that the Services software or any equipment, system or network on which the software is used 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, free of vulnerability to intrusion or other such malicious code or any open source licensed under any “copy-left” type provisions without Company’s approvalattack. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND PLURALSIGHT DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OPERATION OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR OTHER USE OF THE SOFTWAREON-PREMISE FLOW SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR WILL NOT CAUSE DAMAGE OR DISRUPTION TO CUSTOMER’S DATA, BACKGROUND TECHNOLOGYCOMPUTERS OR NETWORKS. WITHOUT LIMITING THE FOREGOING, OPEN SOURCE SOFTWAREPLURALSIGHT 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 SERVICES FEATURES, INCLUDING BUT NOT LIMITED TO “PATCHES,” FIXES AND UPDATES FOR THE ON-PREMISE FLOW SOFTWARE PROVIDED OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY MADE AVAILABLE BY PLURALSIGHT TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESCUSTOMER.
Appears in 1 contract
Samples: Master Services Agreement
Warranties. Each Party represents and warrants 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 Except as otherwise violates the rights of any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENTherein, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-AS IS” AND EACH PARTY HEREBY DISCLAIMS ALL WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES RELATED OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL OPC MARKETING, INC. OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR SOFTWARE, WHETHER EXPRESSEVEN IF OPC MARKETING, IMPLIEDINC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Computers, STATUTORYif purchased from OPC MARKETING, OR OTHERWISEINC., WITH RESPECT TO THIS AGREEMENTare 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 defects. 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. Installing any third-party software onto system will void this warranty. 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 $75 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 ANY WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITYand further including without limitation consequential damages, WARRANTY OF NON-INFRINGEMENTwhether or not caused by OPC MARKETING, WARRANTY OF TITLEINC.’s negligence. This warranty shall not be extended, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREEaltered, or varied except by a written agreement signed by OPC MARKETING, INC. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1and Purchaser. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, 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.Initial Here: X
Appears in 1 contract
Samples: Conditions of Purchase
Warranties. Each Party represents and warrants to the other Party that it has the full rightSELLER MAKES NO WARRANTIES, 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENTTHE LOT OR THE SUBDIVISION, INCLUDING ANY WARRANTY INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, HABITABILITY, WORKMANLIKE CONSTRUCTION OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLEUSE, AND PICKNIK MAKES NO REPRESENTATIONS ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. The Lot is being sold to the Purchaser in an "as-is" condition, and Seller is making no express or implied warranty with respect to the condition of the soil and site conditions of any of the lots, including, without limitation, any warranty regarding soil compaction, pesticides, hazardous or toxic wastes or substances, drainage and suitability of the property for the construction of any type of improvements, or the cultivation or production of agricultural products or other agricultural use. Accordingly, Seller shall have no liability to the Purchaser for any liability, loss or expenses incurred by Purchaser occasioned by defects in the condition of the soil or the soil, subsoil or site conditions, hazardous or toxic wastes or substances, or characteristics of the Lot which may affect the construction of any particular type of improvements, or the cultivation or production of agricultural products or other agricultural use, on the Lot. It is incumbent on Purchaser to make such investigations as Purchaser shall deem necessary or appropriate as to the condition and suitability of the Lot, and Seller will cooperate with Purchaser in that regard to the extent reasonably able. Closing by Purchaser shall constitute full and complete acceptance by Purchaser of the Lot in its then-existing condition. HAWAII REVISED STATUTES, CHAPTER 672E CONTAINS IMPORTANT REQUIREMENTS YOU MUST FOLLOW BEFORE YOU MAY FILE A LAWSUIT OR WARRANTIES THAT OTHER ACTION FOR DEFECTIVE CONSTRUCTION AGAINST THE SOFTWARE WILL BE ERROR-FREE. IN ADDITIONCONTRACTOR WHO DESIGNED, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWAREREPAIRED, OR SERVICES CONSTRUCTED YOUR HOME OR ANY TECHNOLOGIES RESULTING FROM FACILITY. NINETY DAYS BEFORE YOU FILE YOUR LAWSUIT OR OTHER ACTION, YOU MUST SERVE ON THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE CONTRACTOR A WRITTEN NOTICE OF ANY KIND CONSTRUCTION CONDITIONS YOU ALLEGE ARE DEFECTIVE. UNDER THE LAW, A CONTRACTOR HAS THE OPPORTUNITY TO MAKE AN OFFER TO REPAIR AND/OR PAY FOR THE DEFECTS. YOU ARE NOT OBLIGATED TO ACCEPT ANY OFFER MADE BY A CONTRACTOR. THERE ARE STRICT DEADLINES AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF PROCEDURES UNDER THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGYLAW, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY FAILURE TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESFOLLOW THEM MAY NEGATIVELY AFFECT YOUR ABILITY TO FILE A LAWSUIT OR OTHER ACTION.
Appears in 1 contract
Samples: Fee Simple Agricultural Subdivision Deposit Receipt and Purchase Agreement
Warranties. Each Party represents NCT warrants that each Product it sells to Distributor, when delivered and warrants 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 other Party that it has the full rightPurchaser thereof, powerwhichever shall first occur, NCT shall upon prompt written notice and authority upon compliance by Distributor with such instructions as NCT may give as to enter into this Agreementreturn of defective Products, correct or cause 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, be corrected such defects by repair or otherwise violates the rights of any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 replacement of the defective ServicesProducts. 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 specifications relating to the design, specifying development, installation and operation of such Product or where such Product is not installed, used or maintained in accordance with the breach in reasonable detailmanufacturer's instructions, or subject to misuse, neglect or accident. EXCEPT FOR THE EXPRESS WARRANTIES WARRANTY AND REMEDIES SET FORTH ABOVE ARE EXCLUSIVE AND IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS LEU OF ALL WARRANTIES RELATED TO THE SERVICES OR SOFTWAREOTHERS, WHETHER EXPRESSORAL OR WRITTEN, EXPRESSED OR IMPLIED. NCT SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANT'S, STATUTORYINCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. No agent or employee of NCT is authorized to make any modification, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREEextension or addition to this warranty. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK NCT IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARESPECIAL, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWAREINCIDENTAL, OR SERVICES OR ANY TECHNOLOGIES CONSEQUENTIAL DAMAGES RESULTING FROM ANY BREACH OF WARRANTY OR UNDER ANY OTHER LEGAL THEORY, INCLUDING BUT NOT LIMITED TO LOST PROFITS, DOWNTIME, DAMAGE TO GOODWILL, DAMAGE TO OR REPLACEMENT OF EQUIPMENT AND PROPERTY, OR FAILURE TO MEET OR COMPLY WITH THE SAME IN REQUIREMENTS OF ANY APPLICATIONSSAFETY, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICESENERGY, SOFTWAREBUILDING OR ENVIRONMENTAL LAW, BACKGROUND TECHNOLOGYORDNANCE, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR CODE OR REGULATION OF ANY SPECIFIC END USER PURPOSESCOUNTRY OR POLITICAL SUBDIVISION THEREOF.
Appears in 1 contract
Warranties. Each Party represents and ProSeeder warrants 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services will be performed provided in a professional manner consistent with (i) that meets or exceeds prevailing industry standards and will (ii) is reasonably designed for the secure maintenance and distribution of End User Files. ProSeeder warrants, to the best of its knowledge after implementing reasonable measures, that the Services do not purposefully include contain any third party computer code that contains any virusintentionally designed to disrupt, time-bomb, trojan horsedisable, or other such malicious code or harm in any open source licensed under any “copy-left” type provisions without Company’s approval. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform manner the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the portion operation of the Services (e.g., "viruses" or "worms"). ProSeeder further warrants, to the best of its knowledge, that did the Services do not fulfill such warrantyinfringe any third party trade secret, provided that Company shall notify PickNik in writing of the breach within 30 days following performance of the defective Servicescopyright, specifying the breach in reasonable detailU.S.- or U.K.- issued patent or trademark. OTHER THAN THE FOREGOING, THE 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, ERROR FREE OR AVAILABLE AT ALL TIMES, NOR 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 FOR THE EXPRESS WARRANTIES AS SET FORTH IN THIS AGREEMENTSECTION 8, THE SOFTWARE PROSEEDER MAKES AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED CLIENT RECEIVES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING OR RELATING TO THE SERVICES OR SOFTWARESUBJECT MATTER HEREOF. PROSEEDER DISCLAIMS, WHETHER EXPRESSTO THE FULLEST EXTENT PERMITTED BY LAW, IMPLIEDALL IMPLIED WARRANTIES OF MERCHANTABILITY, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, PURPOSE AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE WILL BE ERROR-FREESUBJECT MATTER HEREOF. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY CLIENT HEREBY ACKNOWLEDGES THAT THE SERVICESIT HAS NOT RELIED ON ANY WARRANTY, SOFTWARECONDITION, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESGUARANTY OR REPRESENTATION BY PROSEEDER OTHER THAN THOSE CONTAINED IN THIS AGREEMENT.
Appears in 1 contract
Warranties. Each Party represents and warrants STAYmyway or Reseller shall use commercially reasonable efforts consistent with prevailing industry standards 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that maintain the Services will be performed in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional manner consistent with industry standards and will not purposefully include any code workmanlike manner. Subscriber understands and agrees that contains any virusServices may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, timeeither by STAYmyway or by third-bomb, trojan horseparty providers, or because of other such malicious code causes beyond STAYmyway’s reasonable control, but STAYmyway shall use reasonable efforts to provide advance notice in writing or by e-mail of any open source licensed under any “copy-left” type provisions without Companyscheduled service disruption. STAYmyway’s approval. PickNik shallservice term commitments shall be set forth in the Support Policy with the understanding that STAYmyway shall be in no manner liable or responsible, as its sole obligation and Company’s sole and exclusive remedy whatsoever, for any breach failed commitments that are not solely the fault of this warrantySTAYmyway or that arise as a result of a Force Majeure event. . NOTWITHSTANDING THE FOREGOING, re-perform the Services which gave rise to the breachSTAYMYWAY DOES NOT WARRANT THAT THE SERVICES WILL OPERATE UNINTERRUPTED, orBE FREE OF ANY VIRUSES OR HARMFUL COMPONENTS, at PickNik’s option, refund the fees paid by Company for the 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 detailBE 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 SERVICES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-AS IS” AND EACH PARTY HEREBY STAYmyway DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES WARRANTIES, EXPRESS OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORYINCLUDING, OR OTHERWISEBUT NOT LIMITED TO, WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY WARRANTY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, 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.Xxxx will insert service level……
Appears in 1 contract
Samples: Staymyway Terms and Conditions
Warranties. Each Party represents The Debtor warrants the following: it has or will acquire free and warrants clear title to all of the Collateral, unless otherwise provided herein; the security interest granted to the Lender shall be a first security interest, and the Debtor will defend same to the Lender against the claims and demands of all persons; the Debtor will fully cooperate in placing or maintaining Lender's lien or security interest; the Debtor agrees not to allow or permit any lien, security interest, adverse claim, charge, or encumbrance of any kind against the collateral or any part thereof, without the Lender's prior written consent; all of the Collateral is located in the state of the Debtor's address specified on page one hereof, unless otherwise certified to and agreed to by the Lender, or, alternatively, is in possession of the Lender; the Debtor will not remove or change the location of any Collateral without the Lender's prior written consent; the Debtor will use the Collateral only in the conduct of its own business, in a careful and proper manner; the Debtor will not use the Collateral or permit it to be used for any unlawful purpose; except as otherwise provided in this Agreement with respect to Inventory, Debtor will not, without the Lender's prior written consent, sell, assign, transfer, lease, charter, encumber, hypothecate, or dispose of the Collateral, or any part thereof, or any interest therein, nor will Debtor offer to sell, assign, transfer, lease, charter, encumber, hypothecate, or dispose of the Collateral, or any part thereof, or any interest therein; the Debtor will not conduct business under any name other Party than that given on page one hereof, nor change, nor reorganize the type of business entity as described, except upon the prior written approval of the Lender, in which event the Debtor agrees to execute any documentation of whatsoever character or nature demanded by the Lender for filing or recording, at the Debtor's expense, before such change occurs; the information regarding Debtor's state of organization or formation as set forth on page 1 hereof is correct, and Debtor further warrants that Debtor will not change Debtor's state of organization or formation without Lender's prior written consent and will assist Lender with any changes to any documents, filings, or other records resulting or required therefrom; the Debtor will keep all records of account, documents, evidence of title, and all other documentation regarding its business and the Collateral at the address specified on page 1 hereof, unless notice thereof is given to the Lender at least ten (10) days prior to the change of any address for the keeping of such records; the Debtor will, at all times, maintain the Collateral in good condition and repair and will not sell or remove same except as to inventory in the ordinary course of business; the Debtor is a legally created business entity, as described before, and it has the full right, power, and authority the person signing is duly authorized, 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 execution of this Agreement will not provide any Company Data that infringes, misappropriates, or otherwise violates the rights of any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for create any breach of this warrantyany provision of the Debtor's organizational documents (Articles of Incorporation and By-Laws if the Debtor is a corporation, re-perform Articles of Organization and Operating Agreement if the Services Debtor is a limited liability company, or Certificate of Limited Partnership (if applicable) or Partnership Agreement if the Debtor is a partnership), or any other agreement to which gave rise the Debtor is or may become a party; all financial information and statements delivered by the Debtor to the breach, or, at PickNik’s option, refund Lender to obtain loans and extensions of credit are true and correct and are prepared in accordance with generally accepted accounting principles; there has been no material adverse change in the fees paid by Company for the portion financial condition of the Services that did not fulfill such warrantyDebtor since it last submitted any financial information to the Lender; there are no actions or proceedings, provided that Company shall notify PickNik including set-off or counterclaim, which are threatened or pending against the Debtor which may result in writing any material adverse change in the Debtor's financial condition or which might materially affect any of the breach within 30 days following performance of Debtor's assets; and the defective ServicesDebtor has duly filed all federal, specifying state, municipal, and other governmental tax returns, and has obtained all licenses, permits, and the breach like which the Debtor is required by law to file or obtain, and all such taxes and fees for such licenses and permits required to be paid, have been paid in reasonable detail. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESfull.
Appears in 1 contract
Warranties. Each Party Distributor represents and warrants to the other Party that it that: (i) Distributor has the knowledge, experience, expertise, and resources to perform all of its obligations under this Agreement; (ii) Distributor has full right, power, power and authority to enter into 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 grant execute, deliver and perform this Agreement; (iii) the rights execution, delivery and licenses granted 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 its performance hereunder; and (iv) Distributor holds, and throughout the term of this Agreement shall maintain, all required permits, licenses, approvals or other authorizations, and is in compliance with all necessary legal or other requirements necessary to perform its obligations hereunderunder this Agreement. Further, Company represents and warrants to PickNik that Company will not provide any Company Data that infringes, misappropriates, or otherwise violates the rights Disclaimer of any third party, including Intellectual Property Rights and other rights to privacyWarranties. In addition, PickNik warrants to Company that the Services 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 approvalCOMPANY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO PERFORMANCE OF COMPANY PRODUCTS. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES OR SOFTWAREEXTENT PERMITTED BY APPLICABLE LAW, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENTALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND NONINFRINGEMENT, WARRANTY ARE HEREBY EXCLUDED BY COMPANY. Distributor Warranty. Distributor will make no warranty, guarantee or representation, whether written or oral, on Company’ behalf. Limited Liability. COMPANY WILL NOT BE LIABLE FOR ANY LOST PROFITS OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER SPECIAL DAMAGES SUFFERED BY DISTRIBUTOR, ITS CUSTOMERS OR OTHERS ARISING OUT OF MERCHANTABILITYOR RELATED TO THIS AGREEMENT OR COMPANY PRODUCTS, WARRANTY FOR ALL CAUSES OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE ACTION OF ANY KIND (INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE BREACH OF ROBOT OPERATING SYSTEM SOFTWARE OR USE WARRANTY) EVEN IF COMPANY HAS BEEN ADVISED OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM COMPANY’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN SECTION 10.1NO EVENT WILL COMPANY’ TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT OR COMPANY PRODUCTS, FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY AND BREACH OF WARRANTY, EXCEED THE TOTAL AMOUNT PAID BY DISTRIBUTOR HEREUNDER. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICESDistributor 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, 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.the 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. Territorial Restrictions
Appears in 1 contract
Samples: Distributor Agreement
Warranties. Each Party represents and warrants 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.111.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, 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. In addition to all implied warranties, You warrant that all services and/orworks and deliverables covered hereunder will be merchantable, free from defects in material and workmanship, fit for their intended purpose, and that they will fully conform to all applicable specifications, drawings, samples and descriptions; in the event of any breach hereof, You will (in BSH’s sole discretion, and at Your sole expense) either credit BSH, or replace, repair, or correct any such goods. Any warranties, representations and guarantees, shall run to BSH, and shall survive any inspection, delivery, acceptance, or payment by BSH of or for the goods. BSH MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, INCLUDING WITH REGARD TO YOUR EXPECTED BUSINESS VOLUME OR PROFIT. BSH’s Property: All tools, equipment, documents, or other material of every description furnished to You by BSH or for which You have been reimbursed by BSH, including any replacements thereof and any materials affixed or attached thereto shall be the sole, exclusive personal property of BSH. Any BSH-property in Your possession shall at all times be properly maintained by You, shall be appropriately marked to establish BSH’s ownership, shall not be co-mingled with Your property or of any third party, shall not be moved from Your premises without BSH’s prior written approval, and shall be held at Your expense and risk of loss. Upon BSH’s request, You will sign and file a Financing Statement or other similar documentation, affirming Yourself as a mere “Consignee” and/or “Bailee” (in BSH’s sole discretion) to secure title of such property solely and exclusively in BSH. Such property shall be subject to removal at BSH’s written request in which event You shall redeliver such property in the same condition as originally received by You, reasonable wear and tear excepted, all at Your expense. BSH shall have the right to enter upon Your premises at all reasonable times to inspect such property and Your records with respect thereto. You agree not to use any designs, tools, patterns, drawings, materials, or other information or equipment furnished by BSH to You in the manufacture or design of any goods for any customer and further agree not to use or disclose to any third party any confidential or proprietary information of BSH which you come into contact with by virtue of the Agreement. You must immediately inform BSH of any tool loss or damage, and of significant wear and tear, so that replacement tooling may be manufactured and implemented without jeopardizing BSH’s on-going demands. You shall bear all cost and liability for any damages resulting from delayed notification or failure to so notify. Patents: You agree to indemnify and hold harmless BSH (including its customers and distributors) against all liability, loss, and expense (including attorneys’ fees) by reason of any claim, action, or litigation arising out of any alleged or actual, direct or contributory infringement of patents, inventions, trade secrets, copyrights, trade dress and all other intellectual property rights, arising from the services, purchase, use or sale of works and deliverables provided by You. In case the purchase, use or sale of said works and deliverables, or any part thereof, is held to constitute infringement or is enjoined, You shall, at Your own expense, procure for BSH the right to continue the unrestricted purchase, use, distribution and sale of such works and deliverables, or, upon BSH’s written approval, modify such works and deliverables so they are wholly non-infringing. If this order involves experimental, development or research activities, including engineering related thereto, all information developed in the course thereof shall be owned by BSH and be deemed confidential and proprietary information of BSH, whether patented or not, and You shall fully cooperate (and cause Your employees to cooperate) in executing any documents and taking any other actions necessary or convenient to patent or otherwise perfect or protect for the sole and exclusive benefit of BSH any inventions conceived, developed or reduced to practice in performance of this purchase order/scheduling agreement. If this order does not involve such experimental, development or research activities, but works and deliverables are produced in accordance with drawings or specifications furnished by You, You hereby grant to BSH an irrevocable, non-exclusive and royalty-free license to make, have made, use and sell any improvements in the works and deliverables which is conceived, developed, or reduced to practice by You, as part of the consideration hereunder, so that BSH’s business will have continuity without interruption. Defects/Hazards: In any event You become aware (actual or constructive) of any hazard, danger or defect which could pose a danger to persons or property, You shall immediately notify BSH of such. In no event whatsoever shall BSH be restricted from fixing or recalling product that may (in BSH’s sole discretion) pose a danger to persons or property; in any such event of a fix or recall due to any defect or nonconformity, You shall be responsible for all related costs. Law & Legal Compliance: Each Party party shall comply with all laws, regulations, ordinances, or other governmental regulations now or hereafter applicable ,and each party represents and warrants to the other Party that it has the full right, power, right and authority to enter into this Agreement. Non-waiver: In no event whatsoever shall any action, to grant the rights and licenses granted hereunder, and to perform its obligations hereunderdelay or omission waive any right of BSH at law or in equity. Further, Company represents and warrants to PickNik that Company will not provide any Company Data that infringes, misappropriates, or otherwise violates the rights of any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the portion The laws of the Services that did not fulfill such warrantyprovince of Ontario, provided that Company Canada. shall notify PickNik in writing of the breach within 30 days following performance of the defective Services, specifying the breach in reasonable detail. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESgovern and control this Agreement.
Appears in 1 contract
Samples: BSH Home Appliances
Warranties. Each Party represents and The Manufacturer warrants to the products manufactured or supplied by it, other Party that it has the full right, powerthan (1) consumable components or accessories, and authority to enter into this Agreement(2) disposable components or accessories, to grant be free from defects in materials and workmanship for a period of twelve (12) months from the rights and licenses granted hereunderdate of shipment, and provided that products are installed by the 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 perform its obligations hereunder. Further, Company represents the installation using the Manufacturer's specified documentation and warrants to PickNik that Company will not provide any Company Data that infringes, misappropriates, or otherwise violates the rights of any third party, including Intellectual Property Rights procedure and other rights to privacy. In addition, PickNik warrants to Company written confirmation from Buyer that the Services will unit has been installed in good working condition. During the warranty period, any product determined by the Manufacturer to be performed in a professional manner consistent with industry standards and will not purposefully include any code that contains any virusdefective, time-bomb, trojan horse, shall be repaired or other such malicious code replaced at the Manufacturer's sole option. Such repair or any open source licensed under any “copy-left” type provisions without Company’s approval. PickNik shall, as its replacement shall be the Manufacturer's sole obligation and Company’s Buyer's sole remedy hereunder and exclusive remedy for any breach shall be conditioned upon the Manufacturer receiving written notice of this warrantysuch defect within ten (10) days after its discovery and, re-perform the Services which gave rise at Manufacturer's option, return of such products to the breachManufacturer, orF.O.B. the Manufacturer's designated facility. 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, at PickNik’s optionSERVICED, refund the fees paid by Company for the portion of the Services that did not fulfill such warrantyOR REPROCESSED AS APPROPRIATE AND MEET THE 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 MANUFACTURER, 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORYWRITTEN OR ORAL; MANUFACTURER DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTY, OR OTHERWISEINCLUDING, WITH RESPECT TO THIS AGREEMENTWITHOUT LIMITATION, INCLUDING ANY WARRANTY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT NO EVENT SHALL THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL MANUFACTURER BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE LOSS OF ROBOT OPERATING SYSTEM SOFTWARE USE, LOSS OF PROFITS, PUNITIVE OR USE OF OTHER CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES WHATSOEVER. ALL EQUIPMENT OR MAJOR COMPONENTS MANUFACTURED BY A PARTY OTHER THAN THE SOFTWAREMANUFACTURER IS SOLD "AS IS" AND WITHOUT ANY WARRANTIES, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, EXPRESSED OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM IMPLIED. USED AND REFURBISHED EQUIPMENT MANUFACTURED BY THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH MANUFACTURER ONLY HAVE LIMITED WARRANTIES AS STATED IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSES2 ABOVE.
Appears in 1 contract
Samples: Distribution and Supply Agreement (Dusa Pharmaceuticals Inc)
Warranties. Each Party represents TAL expressly disclaims all warranties, express or implied with respect to the Product and warrants related materials, or their quality of performance including warranties of merchantability and fitness for a particular purpose. TAL makes no representation concerning the likelihood of 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 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 hereunderparty delivered within fifteen days after such payment. Further, Company represents and warrants to PickNik that Company will not provide any Company Data that infringes, misappropriates, Any unauthorized modification or otherwise violates the rights of any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise improvement to the breach, or, at PickNik’s option, refund Product which affects the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “ASProduct as delivered to PQT will void TAL's then-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSEScurrent warrant.
Appears in 1 contract
Samples: Software License and Distributor Agreement (Pcquote Com Inc)
Warranties. Each Party represents and warrants Subject to the other Party conditions and limitations of liability stated herein, Silicon Labs warrants for a period of ninety (90) days from the delivery of the Licensed Product(s) hereunder that it has such Licensed Product(s), as so delivered, will materially conform to 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 any third party, including Intellectual Property Rights and other rights to privacythen-current Documentation. In addition, PickNik Silicon Labs warrants to Company that the Services media on which the Licensed Product(s) are contained will be performed in free of defects under normal use for 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach period of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the portion of the Services that did not fulfill such warranty, provided that Company shall notify PickNik in writing of the breach within 30 ninety (90) days following performance of the defective Servicesdelivery thereof. This warranty covers only those problems reported to Silicon Labs during the warranty period. ANY LIABILITY OF Silicon Labs WITH RESPECT TO THE LICENSED PRODUCT(S) OR THE PERFORMANCE THEREOF OR DEFECTS THEREIN UNDER ANY WARRANTY, specifying the breach in reasonable detailNEGLIGENCE, STRICT LIABILITY OR OTHER THEORY WILL BE LIMITED EXCLUSIVELY TO PRODUCT REPLACEMENT. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENTFOREGOING, THE SOFTWARE AND SERVICES LICENSED PRODUCT(S) ARE PROVIDED “AS-"AS IS” 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 " WITHOUT ANY WARRANTY OF CONDITION, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE, WARRANTY OF MERCHANTABILITYSilicon Labs DOES NOT WARRANT, WARRANTY OF NON-INFRINGEMENTGUARANTEE, WARRANTY OF TITLE, AND PICKNIK MAKES NO OR MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME LICENSED PRODUCT(S) WILL BE FREE FROM SECURITY VULNERABILITIES BUGS OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S THAT USE OF ROBOT OPERATING SYSTEM SOFTWARE LICENSED PRODUCT(S) WILL BE UNINTERRUPTED OR USE REGARDING THE USE, OR THE RESULTS OF THE SOFTWAREUSE, BACKGROUND TECHNOLOGYOF THE LICENSED PRODUCT(S) OR DOCUMENTATION IN TERMS OF CORRECTNESS, OPEN SOURCE SOFTWAREACCURACY, RELIABILITY OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONSOTHERWISE. Licensee further understands that Silicon Labs is not responsible for and will have no liability for hardware, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICESsoftware, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESor other items provided by any persons other than Silicon Labs.
Appears in 1 contract
Samples: Software License Agreement
Warranties. Each Party The <DATA CONTROLLER> represents and warrants that: The <DATA CONTROLLER> has the right to grant the <INTERMEDIARY> the rights to the other Party that it has the full right, power, and authority to enter into Licensed Data granted in this Agreement, to grant and that the rights use and licenses granted hereunder, and to perform its obligations hereunder. Further, Company represents and warrants to PickNik that Company public disclosure of the Licensed Data by the <INTERMEDIARY> in accordance with the license will not provide any Company Data that infringes, misappropriates, infringe or otherwise violates violate the rights of any third party. The Licensed Data is not subject to, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services will be performed in a professional manner consistent with industry standards and <DATA CONTROLLER> will not purposefully include provide the <INTERMEDIARY>, any code that contains information or data this is subject to, any virus, time-bomb, trojan horse, contractual or other such malicious code restrictions on use or disclosure. The <DATA CONTROLLER> shall not provide the <INTERMEDIARY> any Personal Information. To the extent that a third-party owns rights and/or title to all or any open source licensed under any “copy-left” type provisions without Company’s approval. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the portion of the Services Licensed Data, the <DATA CONTROLLER> represents and warrants that did it has obtained sufficient rights to grant the license set forth herein. The <DATA CONTROLLER> has not fulfill such warrantygranted and is not obligated to grant any right or license to any third party that conflicts or would conflict with the license grant under this Agreement, provided that Company shall notify PickNik in writing or assigned or exclusively licensed, and is not obligated to assign or exclusively license, use of the breach within 30 days following performance Licensed Data to any third party that would conflict with the license grant under this Agreement. The <DATA CONTROLLER> shall not grant, assign or exclusively license any other party any rights to the Licensed Data that would conflict with this Agreement. Any grant, assign or license of the defective ServicesLicensed Data done by the <DATA CONTROLLER> shall be subject to the <INTERMEDIARY>’s consent which shall not be unreasonably withheld. OTHER THAN EXPLICITLY STATED IN THE FOREGOING PARAGRAPH, specifying the breach in reasonable detail. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO SEPARATELY AND THE SERVICES PARTIES COLLECTIVELY MAKE NO REPRESENTATION OR SOFTWAREWARRANTIES, WHETHER EXPRESS, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENTAGREEMENT OR THE LICENSED DATA, AND EXPRESSLY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES INCLUDING ANY WARRANTY OF WITH RESPECT TO TITLE, MERCHANTABILITY, VALUE, RELIABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, 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: Analytics Sharing Agreement
Warranties. Each Party represents and 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 other Party that it has End User a copy of the full right, power, applicable King Cycle warranty statement for the Products. King Cycle’s sole warranty and authority representation with respect to enter into this Agreement, to grant any Products shall be set forth in 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 any third party, including Intellectual Property Rights and other rights to privacywarranty card included with such Product. In additionthe event any Products are not as warranted on the warranty card as determined by King Cycle upon inspection of such Products, PickNik warrants then King Cycle's sole obligation shall be to Company that the Services will be performed in a professional manner consistent with industry standards and will not purposefully include any code that contains any virusrepair or replace, time-bombat its option, trojan horse, or other such malicious code or any open source licensed under any “copy-left” type provisions without Company’s approval. PickNik shalldefective Products, as its sole obligation more particularly set forth in such warranty cards. No warranty shall apply to Products damaged as a result of misuse or improper installation. In no event and Company’s sole and exclusive remedy under no circumstances shall King Cycle be liable to the Dealer, End User or to any other individual or entity for any breach of this warrantyindirect, re-perform the Services which gave rise to the breachspecial, orconse- quential or incidental losses or damages including, at PickNik’s optionwithout limitation, refund the fees paid by Company for the 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 detaillost profits. EXCEPT FOR THE EXPRESS WARRANTIES AS EXPRESSLY SET FORTH OR REFERRED TO IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL KING CYCLE MAKES NO WARRANTIES RELATED TO THE SERVICES OR SOFTWAREOF ANY KIND, WHETHER EXPRESS, IMPLIED, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. Except as expressly set forth on the warranty card for such Product, WARRANTY OF MERCHANTABILITYDealer is not authorized to make any warranty commitment or representations regarding any Product, WARRANTY OF NON-INFRINGEMENTor assume or create any other obligations, WARRANTY OF TITLEwhether written or oral, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREEon King Cycle's behalf. IN ADDITIONKing Cycle may offer Products to Dealer for which warranty service is provided by King Cycle, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCTor a King Cycle selected third party, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWAREor for which warranty service may be provided by both King Cycle and a King Cycle selected third party. In these instances, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1Dealer will be notified by King Cycle how to respond to a request for warranty services if King Cycle believes additional instructions are needed. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESDealer 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. Each Party represents (a) You warrant each System sold in accordance with this Agreement to be free from defects in materials and warrants workmanship for a period of twelve (12) months from the date of its first use by the end user. You make such warranty 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, us and to perform its obligations hereundereach System end user. FurtherYou agree to provide warranty service directly to all System end users, Company represents and warrants at your sole expense. We acknowledge that the only warranty given by you is a warranty to PickNik that Company will not provide repair or replace any Company Data that infringes, misappropriatesSystem determined to be defective, or otherwise violates determined by the rights of 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 third partydefective System, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services you 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees purchase price paid by Company for the portion of the Services that did not fulfill such warrantySystem. 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, provided that Company shall notify PickNik in writing of the breach within 30 days following performance of the defective ServicesAND IT IS EXPRESSLY MADE IN SUBSTITUTION OF ANY AND ALL REMEDIES OTHERWISE AVAILABLE TO US, specifying the breach in reasonable detailINCLUDING ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, UNLESS SUCH LIMITATION IS OTHERWISE PROHIBITED UNDER APPLICABLE LAW. EXCEPT FOR THE EXPRESS WARRANTIES AS SET FORTH IN PARAGRAPHS (b) AND (c) OF THIS AGREEMENTSECTION, THE SOFTWARE YOU HEREBY DISCLAIM ANY AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES OTHER WARRANTIES, EXPRESS OR IMPLIED, HOWSOEVER ARISING RELATED TO THE SERVICES OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENTSYSTEM, INCLUDING ANY WARRANTY BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENTOR OTHERWISE, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS SAVE TO THE EXTENT SUCH WARRANTIES ARE UNABLE TO BE EXCLUDED BY APPLICABLE LAW. YOU NEITHER ASSUME OR WARRANTIES THAT AUTHORIZE ANY PERSON TO ASSUME FOR YOU ANY OTHER ADDITIONAL LIABILITY OR RESPONSIBILITY WITH RESPECT TO THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESSYSTEM.
Appears in 1 contract
Samples: Diomed Holdings Inc
Warranties. Each Party represents a) Lessee acknowledges that Lessor is not the manufacturer of the Property nor manufacturer's agent nor a dealer therein. The Property is of a size, design, capacity, description and warrants to manufacture selected by 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 hereunderLessee. Further, Company represents and warrants to PickNik that Company will not provide any Company Data that infringes, misappropriates, or otherwise violates the rights of any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company Lessee is satisfied that the Services will be performed in a professional manner consistent with industry standards Property is suitable and will not purposefully include any code that contains any virusfit for its purposes. LESSEE AGREES THAT LESSOR HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY OR REPRESENTATION WHATSOEVER, time-bombEXPRESS OR IMPLIED, trojan horse, or other such malicious code or any open source licensed under any “copy-left” type provisions without Company’s approval. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED AS TO THE SERVICES OR SOFTWAREPROPERTY, WHETHER EXPRESSINCLUDING, IMPLIEDWITHOUT LIMITATION, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO: (i) THE DESCRIPTION, CONDITION, DESIGN, QUALITY OR PERFORMANCE OF THE PROPERTY OR QUALITY OR CAPACITY OF MATERIALS OR WORKMANSHIP IN THE PROPERTY; (ii) ITS MERCHANTABILITY OR FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLEPURPOSE WHETHER OR NOT DISCLOSED TO LESSOR, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT (iii) DELIVERY OF THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT PROPERTY FREE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE RIGHTFUL CLAIM OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE PERSON BY WAY OF INFRINGEMENT OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARELIKE. LESSOR EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES. If the Software is not properly installed, BACKGROUND TECHNOLOGYdoes not function as represented or warranted by original licensor, OPEN SOURCE SOFTWAREor is unsatisfactory for any reason, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONSLessee shall make any claim on account thereof solely against original licensor and shall nevertheless pay all sums payable under the Lease, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1Lessee hereby waiving the right to make any Such claims against Lessor. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICESLessor shall not be liable to Lessee for any loss, SOFTWAREdamage or expense of any kind or nature caused, BACKGROUND TECHNOLOGYdirectly or indirectly, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESby 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 (Sucampo Pharmaceuticals, Inc.)
Warranties. Each Party represents and (a) Lessee warrants 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 each item of any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services equipment will be performed installed at the location designated in a professional manner consistent with industry standards the Supplement and will not purposefully include any code be kept in good repair, condition and working order and that contains any virus, time-bomb, trojan horse, or other such malicious code or any open source licensed upon satisfactory inspection and certification for maintenance by manufacturer Lessee will fully and finally accept each item of equipment under any “copy-left” type provisions without Company’s approvalthis Lease. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the portion On occurrence of the Services that did not fulfill such warrantyaforementioned events, provided that Company shall notify PickNik in writing of the breach within 30 days following performance of the defective ServicesLessee will execute concurrently herewith Supplement I-A. LESSEE HAS SELECTED BOTH THE EQUIPMENT AND THE MANUFACTURER OR OTHER SUPPLIER OF THE EQUIPMENT. LESSOR HAS NOT MADE AND MAKES NO WARRANTY, specifying the breach in reasonable detail. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT AS TO THIS AGREEMENTANY MATTER WHATSOEVER, INCLUDING ANY WARRANTY THE CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY OR ITS FITNESS FOR A ANY PARTICULAR PURPOSE, WARRANTY AND EXPRESSLY DISCLAIMS THE SAME, AND, 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 MERCHANTABILITYTHE EQUIPMENT, WARRANTY OF NON-INFRINGEMENTBY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT THEREIN, WARRANTY OF TITLEBY ANY INCIDENT WHATSOEVER IN CONNECTION THEREWITH, AND PICKNIK MAKES NO REPRESENTATIONS ARISING IN STRICT LIABILITY, NEGLIGENCE, GROSS NEGLIGENCE OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWAREOTHER MALFEASANCE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONSRELATED TO OR ARISING OUT OF THIS AGREEMENT AND WHETHER INVOLVING PERSONAL INJURY, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1PROPERTY DAMAGE OR OTHERWISE. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICESNotwithstanding the foregoing, SOFTWARELessee shall be entitled to the benefit of any applicable manufacturer's warranties, BACKGROUND TECHNOLOGYand, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESto 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. Each Party represents and Artera warrants 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company you that the Services Service, when used as directed, will substantially achieve the functionality described in the Documentation. Artera also warrants that any Software media provided to you will be performed free from defects in a professional manner consistent with industry standards material and will not purposefully include any code that contains any virusworkmanship for 90 days from the date you receive such Software media. ARTERA DOES NOT WARRANT, timeHOWEVER, THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR THAT THE OPERATION OF THE SERVICE WILL BE ERROR-bombFREE OR SECURE. ARTERA'S SOLE LIABILITY (AND YOUR EXCLUSIVE REMEDY) FOR ANY BREACH OF THESE WARRANTIES SHALL BE FOR ARTERA TO USE COMMERCIALLY REASONABLE EFFORTS, trojan horseIN ARTERA'S SOLE DISCRETION, or other such malicious code or any open source licensed under any “copy-left” type provisions without Company’s approval. PickNik shallTO REINSTATE THE FUNCTIONALITY OF THE SERVICE, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warrantyTO REPLACE DEFECTIVE SOFTWARE OR SOFTWARE MEDIA, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR TO ADVISE YOU HOW TO ACHIEVE SUBSTANTIALLY THE EXPRESS WARRANTIES SAME FUNCTIONALITY THROUGH A PROCEDURE DIFFERENT FROM THAT SET FORTH IN THE DOCUMENTATION OR, IF THE ABOVE REMEDIES ARE IMPRACTICABLE, TO REFUND THE SUBSCRIPTION FEE AND TERMINATE THE SUBSCRIPTION AGREEMENT. If you use the Service in an unauthorized fashion, if you make any modifications to the Software, if the Software media is subjected to accident, abuse or improper use, or if you violate these Terms of Service or the Subscription Agreement, this warranty is void. This warranty shall not apply if the Service is used on or in conjunction with hardware or software other than the unmodified version of hardware and software with which the Service was designed to be used, as described in the Documentation. To make a claim under these warranties, you must send a written description of the claim to Artera's office as shown in the heading of these Terms of Service (Attention: Warranty Service Department). If the claim relates to defective Software, you must send Artera the defective Software media as well (including any copies you have made and all Documentation accompanying the Software). You assume the risk of loss in transit for any Materials shipped to Artera. If Artera confirms the defect or warranty claim, Artera will, within a reasonable time after receipt of the claim (and any required Materials), provide you with one of the remedies set forth above. If you have any questions concerning warranty claims, you may call Artera at 000-000-0000. THIS AGREEMENTIS A LIMITED WARRANTY. IT IS THE ONLY WARRANTY MADE BY ARTERA, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES ARTERA MAKES NO OTHER REPRESENTATION OR SOFTWAREWARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, EXPRESS OR OTHERWISEIMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), WITH RESPECT TO THE SERVICE OR THE MATERIALS. NO LICENSEE, DEALER, DISTRIBUTOR, RESELLER, AGENT OR EMPLOYEE OF ARTERA IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS OR ADDITIONS TO THIS AGREEMENTLIMITED WARRANTY, INCLUDING AND NO LICENSEE, DEALER, DISTRIBUTOR, AGENT OR RESELLER OF ARTERA SHALL HAVE ANY WARRANTY LIABILITY TO YOU FOR THE FUNCTIONALITY OR PERFORMANCE OF THE SERVICE OR THE SOFTWARE OR FOR ANY WARRANTIES OR BREACHES UNDER THE SUBSCRIPTION AGREEMENT OR THESE TERMS OF SERVICE. ARTERA EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE ABOVE LIMITED WARRANTY OF MERCHANTABILITYPERIOD. MOREOVER, WARRANTY OF NON-INFRINGEMENTIN NO EVENT SHALL WARRANTIES PROVIDED BY LAW, WARRANTY OF TITLEIF ANY, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE APPLY UNLESS THEY ARE PROVIDED SOLELY AS THEY RELATE GENERALLY REQUIRED TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESAPPLY BY STATUTE.
Appears in 1 contract
Samples: Exclusive Marketing License Agreement (NCT Group Inc)
Warranties. Each Party represents and COMPANY warrants that the Products sold to the other Party that it has the full rightDISTRIBUTOR are free from any defects in material, powerdesign, and authority to enter into this Agreementworkmanship, to grant the rights and licenses granted hereundermanufacture, and to perform its obligations hereunder. Furthertreatment, Company represents and warrants to PickNik that Company will not provide any Company Data that infringespacking, misappropriatesinstruction manuals, labeling, warning or otherwise violates and shall at all times comply with the rights stated Product specifications. 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 PURCHASE PRICE FOR SUCH PRODUCT. Such obligation shall be subject to COMPANY 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 the COMPANY'S instruction, return of the Product to COMPANY at COMPANY'S cost. No return of any third partyProduct will occur until the COMPANY has issued a Return Authorization Number together with instructions for packaging and delivery. Any such replacement of PRODUCTS may be made by substitution of any similar Product meeting quality specifications and payment by the COMPANY of all freight, including Intellectual Property Rights handling and other rights to privacyduty charges incident thereto. In additionNOTWITHSTANDING THE FOREGOING, PickNik warrants to Company that the Services will be performed in a professional manner consistent with industry standards and will not purposefully include any code that contains any virusCOMPANY MAKES NO WARRANTY, time-bomb, trojan horse, or other such malicious code or any open source licensed under any “copy-left” type provisions without Company’s approval. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED NOR SHALL IT HAVE ANY OTHER OBLIGATION TO THE SERVICES OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, DISTRIBUTOR WITH RESPECT TO ANY PRODUCT SOLD HEREUNDER, IF SUCH PRODUCT HAS EXPIRED ACCORDING TO PRODUCT LABELS OR HAS NOT BEEN USED, HANDLED OR STORED IN ACCORDANCE WITH COMPANY GUIDELINES AS COMMUNICATED BY COMPANY. EXCEPT AS EXPRESSLY PROVIDED ABOVE AND IN SECTION 11.1 BELOW, COMPANY GRANTS DISTRIBUTOR NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, BY STATUTE, IN THIS AGREEMENTAGREEMENT OR IN ANY COMMUNICATION BY COMPANY, INCLUDING ANY WARRANTY OF REGARDING THE PRODUCTS, THEIR FITNESS FOR A ANY PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITYTHEIR QUALITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS THEIR MERCHANTABILITY OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESOTHERWISE.
Appears in 1 contract
Warranties. Each Party represents and Seller warrants 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company Purchaser that the Services will be performed goods are free of defects in a professional manner consistent with industry standards material 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 approvalworkmanship. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH THIS WARRANTY IS EXCLUSIVE AND IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 LIEU OF ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHER WARRANTY, WHETHER EXPRESSED OR IMPLIED, EXCEPT THE WARRANTY OF MERCHANTABILITYTITLE AND AGAINST PATENT INFRINGEMENT. If the goods do not conform to this warranty within one (1) year from the date of original shipment (or from the earlier date of completion if Seller delays shipment as requested by Purchaser under paragraph 6 hereof), Seller, at its election and expense, shall repair or replace the goods, or refund the purchase price for such goods, but only after receiving written notification of any defects, and substantiation that the goods have been stored, installed, maintained and operated in accordance with Seller’s recommendations and standard industry practice. Purchaser shall not return goods claimed to be defective except at the direction of the Seller. All charges for transporting such goods to Seller shall be prepaid by Purchaser, and Seller shall return such goods to Purchaser freight collect. If Seller determines that it is impractical to have the goods returned, Seller may elect (i) to repair the goods at Purchaser’s facility, using independent contractors or Seller’s own personnel, (ii) to pay Purchaser a reasonable allowance for repairs, but not exceeding the amount which Seller would have paid for its own employees, or (iii) refund the purchase price for such goods. During the course of repairs, Purchaser, without charge, shall fully cooperate with, and make the goods and its facilities available to, Seller and Seller’s agents and employees. THIS WARRANTY IS EXCLUSIVE. THE SOLE AND EXCLUSIVE OBLIGATION OF NON-INFRINGEMENTSELLER SHALL BE, AT ITS ELECTION, TO REPAIR, REPLACE, OR REFUND THE PURCHASE PRICE OF DEFECTIVE GOODS IN THE MANNER AND FOR THE PERIOD PROVIDED ABOVE. SELLER SHALL NOT HAVE ANY OTHER OBLIGATION WITH RESPECT TO THE GOODS, WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHERWISE. THIS WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT EXTEND TO PRODUCTS NOT OF SELLER’S MANUFACTURE; AS TO SUCH PRODUCTS, SELLER CONVEYS TO PURCHASER THE SOFTWAREWARRANTY, BACKGROUND TECHNOLOGYIF ANY, OPEN SOURCE SOFTWAREOF SELLER’S SUPPLIER. ORAL STATEMENTS BY SELLER’S EMPLOYEES OR REPRESENTATIVES DO NOT CONSTITUTE WARRANTIES, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWAREshall not be relied upon by Purchaser, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1and are not part of the contract for sale. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESNO OTHER WARRANTIES are given beyond those set forth in this document.
Appears in 1 contract
Warranties. Each Noble warrants that, for thirty (30) days following Client acceptance of the Licensed Software furnished under this Agreement or the deliverables provided pursuant to a Work Order hereunder (the "Warranty Period"), the Licensed Software, exclusive of Third Party represents and warrants Materials, will substantially conform to the 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 has, and on the date of acceptance of the Licensed Software will have, the full right, power, right and authority to enter 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 such services, Noble shall, upon receipt of written notice from Client describing a breach of the foregoing Warranty in such reasonable detail as is requested by Noble, 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 extend the 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 transferred rights. Except as otherwise specifically provided by 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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. PickNik shall, as its Noble's sole obligation and Company’s sole and exclusive remedy liability for any breach of this warranty, re-perform the Services which gave rise damages relating to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, 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.the
Appears in 1 contract
Samples: Software License Agreement
Warranties. Each Party represents and Ricoh warrants 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services will be performed performed: (a) in a professional manner consistent with industry standards good and workmanlike manner; (b) using reasonable care and skill; and (c) according to the description contained in the applicable Order Form. Ricoh 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the any Services which gave rise not in compliance with this warranty and brought to the breach, or, at PickNikRicoh’s option, refund the fees paid by Company for the portion of the Services that did not fulfill such warranty, provided that Company shall notify PickNik attention in writing of the breach within 30 a reasonable time, but in no event more than thirty (30) days following 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 defective Services, specifying the breach in reasonable detailOrder Form. EXCEPT FOR THE EXPRESS WARRANTIES AS OTHERWISE EXPRESSLY SET FORTH HEREIN OR IN THIS AGREEMENTAN ORDER FORM, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL RICOH MAKES NO WARRANTIES RELATED TO THE SERVICES OF ANY KIND, EXPRESS OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO ANY SERVICES, EQUIPMENT OR GOODS PROVIDED UNDER THIS AGREEMENT, INCLUDING 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 PARTIES, WARRANTY COURSE OF MERCHANTABILITYPERFORMANCE, WARRANTY 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 NONSOFTWARE, 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 ANTI-INFRINGEMENT, WARRANTY OF TITLEVIRUS OR SIMILAR SOFTWARE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND SCOPE OF SERVICES CONTEMPLATED HEREBY DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR INCLUDE ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SUCH SERVICES, 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: Sale Agreement
Warranties. Each Party represents and warrants Xxxxxxxx expressly disclaims all warranties, express or implied with respect to the other Party that it has the full right, power, Product 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, misappropriatesrelated materials, or otherwise violates their quality of performance including warranties of merchantability and fitness for a particular purpose. TAL makes no representation concerning the rights likelihood of profitable trading using the Product. The Product is licensed "as is" and "with all faults". Distributor shall not extend any warranties for or on behalf of Xxxxxxxx or the CBOT and shall make no representation or warranty regarding the Product or the MPGF Software or the likelihood of profitable trading based on the Product, the MPGF Software or the Market Profile Graphic Format. In no event shall Xxxxxxxx or the CBOT incur any liability to Distributor or any customer of Distributor arising out of any third partycontract or arrangement between Distributor and any of its customers unless Xxxxxxxx or the CBOT shall expressly and in writing agree to the contrary. ANY CURRENT WARRANTY STATEMENT PUBLISHED BY XXXXXXXX IS EXCLUSIVE, including Intellectual Property Rights and other rights to privacyAND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHETHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR USE. In additionNEITHER XXXXXXXX OR THE CBOT ASSUMES, PickNik warrants to Company that the Services will be performed in a professional manner consistent with industry standards and will not purposefully include any code that contains any virusNOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT, time-bombANY OTHER LIABILITY IN CONNECTION WITH THE DESIGN, trojan horseMANUFACTURE, or other such malicious code or any open source licensed SALE, INSTALLATION OR USE OF ANY OF ITS PRODUCTS. XXXXXXXX AND THE CBOT SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE SALE, DESIGN, MANUFACTURE, INSTALLATION OR USE OF ANY PRODUCTS, WHETHER DUE TO NEGLIGENCE OR ANY OTHER CAUSE. Xxxxxxxx'x liability, if any, under any “copy-left” type provisions without Company’s approval. PickNik shallwarranty statement shall in all events be limited to repair or replacement at Xxxxxxxx'x sole option of any defective Product, as its sole obligation and Company’s which shall be Distributor's sole and exclusive remedy for remedy; provided, however, that if any breach of this warranty, re-perform the Services which gave rise defective Product cannot in Xxxxxxxx'x sole opinion be replaced then Xxxxxxxx'x liability shall be limited to the breach, or, at PickNik’s option, refund the fees paid by Company for the portion return of the Services that did not fulfill such last month's lease payment thereof. Any unauthorized modification or improvement to the Product which affects the Product as delivered to Distributor will void Xxxxxxxx'x then-current 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, 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: Software Distributor Agreement (Virtual Telecom Inc)
Warranties. Each Party represents and Access warrants to the other Party that it it: has the full right, power, and authority to enter into this Agreement, lawful right to grant the licenses provided in this Agreement; has not granted rights and or licenses granted hereunderin derogation of this Agreement; has not received any notice of a claim of infringement or misappropriation of any alleged rights asserted by any third party in relation to the Access Information, and the Access Technology or the Patent Rights; and, except as disclosed to perform its obligations hereunder. FurtherShaman, Company represents and warrants to PickNik that Company will Access is not provide aware, without having made any Company Data that infringesinvestigation whatsoever, misappropriates, of any patents or otherwise violates the other proprietary rights of any third partyparty which would materially affect the exercise of the license rights granted hereunder to Shaman. Access agrees that during the term of this Agreement (or any license granted hereunder), Access shall not enter into any other agreements that conflict with rights or obligations provided hereunder, including Intellectual Property Rights any rights and other rights to privacyobligations that survive termination hereof. In additionWARRANTY LIMITATION, PickNik warrants to Company that the Services 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK ACCESS MAKES NO REPRESENTATIONS OR WARRANTIES THAT OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WITH RESPECT TO (1) THE SOFTWARE WILL SCOPE OF VALIDITY OF ANY OF THE PATENT RIGHTS; (2) WHETHER THE PATENT RIGHTS OR TECHNOLOGY MAY BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES EXPLOITED BY SHAMAN OR ANY TECHNOLOGIES RESULTING FROM SUBLICENSEE WITHOUT INFRINGING THE SAME WILL RIGHTS (INCLUDING PATENT RIGHTS) OF OTHERS; OR (3) THE RESULTS TO BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR OBTAINED BY USE OF THE SOFTWAREPATENT RIGHTS, BACKGROUND TECHNOLOGYTHE ACCESS PRODUCTS. THE PATENT RIGHTS, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME ACCESS TECHNOLOGY AND ACCESS INFORMATION ARE DELIVERED "AS IS" IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESEVERY RESPECT.
Appears in 1 contract
Samples: Masopracol License Agreement (Shaman Pharmaceuticals Inc)
Warranties. Each Party represents a. Thread warrants that during an applicable Subscription Term and warrants to provided that Customer is not in breach of this Agreement that: (i) the other Party that it has Solutions shall materially perform as described in the full right, power, Documentation and authority to enter into this Agreement, to grant the rights any Order Form and licenses granted hereunder, and to perform its obligations hereunder. Further, Company represents and warrants to PickNik that Company will not provide (ii) any Company Data that infringes, misappropriates, or otherwise violates the rights of any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the professional Services will shall be performed in a professional and workmanlike manner consistent with industry standards and will not purposefully include any code that contains any virus(collectively, time-bomb, trojan horse, or other such malicious code or any open source licensed under any the “copy-left” type provisions without Company’s approvalPerformance Warranty”). PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for In the event of any breach of this warrantythe Performance Warranty, re-perform Thread shall make reasonable efforts to repair or replace the Services which gave rise nonconforming Solutions at no additional cost to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 detailCustomer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH DESCRIBED IN THIS AGREEMENTSECTION, THE SOFTWARE AND SERVICES SOLUTIONS ARE PROVIDED “AS-AS IS” 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 WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY AND ANY WARRANTIES OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND THREAD DOES NOT WARRANT THE OPERATION OF THE SOLUTIONS WILL BE UNINTERRUPTED, OR ERROR FREE. CUSTOMER IS RESPONSIBLE AND THREAD SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM SOLUTIONS COMPLIES WITH APPLICABLE LAWS IN THE SAME JURISDICTION(S) IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1WHICH CUSTOMER MAY DEPLOY AND USE THE SOLUTIONS. COMPANY HEREBY CUSTOMER FURTHER ACKNOWLEDGES THAT THE SERVICESSOLUTIONS ARE INTENDED TO COLLECT AND PROCESS DATA FROM DRONE-BASED INSPECTIONS AND MAY BE LIMITED BY WEATHER, SOFTWAREENVIRONMENTAL, BACKGROUND TECHNOLOGY, OR OTHER CONDITIONS OF THE INSPECTED SUBJECT MATTER OR THE EQUIPMENT BEING USED FOR INSPECTIONS THAT ARE BEYOND THREAD'S CONTROL. THE SOLUTIONS CAN ONLY RENDER REPORTS OR RECOMMENDATIONS BASED ON DATA AND OPEN SOURCE SOFTWARE INFORMATION GATHERED ABOUT THE INSPECTED STRUCTURE AND COMPONENTS AT THE TIME OF AN INSPECTION. WARRANTIES ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES NOT GIVEN ON ANY INSPECTED STRUCTURES OR COMPONENTS AND THREAD CANNOT BE LIABLE FOR DEFECTS OR MALFUNCTIONS OF ANY STRUCTURES OR COMPONENTS. CUSTOMER ACCEPTS THAT THE SOLUTIONS MAY NOT FOR ANY SPECIFIC END USER PURPOSESIDENTIFY ALL DEFECTS OR IRREGULARITIES BECAUSE DEFECTS MAY OCCUR INTERMITTENTLY OR A DEFECT OR IRREGULARITY IS CONCEALED AT THE TIME OF INSPECTION.
Appears in 1 contract
Samples: thread.one
Warranties. Each Party represents and warrants Subject to the other Party 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 12 months from the date of delivery (warranty period), those Goods and/or Deliverables shall: conform in all material respects with the Goods Specification; and be free from material defects in design, material and workmanship. Where the Stone is not the manufacturer of any Good or Deliverable, Stone shall use reasonable endeavours to 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 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 not remove or obscure any logo or writing on Goods and/or Deliverables that Stone has supplied to the full right, powerCustomer. 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 authority shall ensure that end users do not tamper with or attempt to enter into repair or service the Goods and/or Deliverables or allow any party other than Stone to do so. Any attempt to do this Agreementmay invalidate any applicable warranties. Except where there is a genuine dispute concerning the Charges, no warranty provided by 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 grant rely on any information supplied by the rights Customer in respect of its requirements for software licences and licenses granted hereunderStone 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 to perform the Customer shall ensure that its obligations hereunder. Further, Company represents insurers waive any and warrants to PickNik that Company will not provide any Company Data that infringes, misappropriates, or otherwise violates the all rights of subrogation they may have against Stone. Stone shall have no liability to the Customer for any third partyloss 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, including Intellectual Property Rights 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 other rights 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 privacyStone. In addition, PickNik warrants to Company that the Services will be performed in a professional manner consistent with industry standards and will not purposefully include event of any code that contains any virus, time-bomb, trojan horse, or other such malicious code or any open source licensed valid claim under any “copy-left” type provisions without Company’s approval. PickNik shallwarranty in these Conditions being made by the Customer, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, Stone shall be entitled to re-perform the Services which gave rise to and/or replace the breach, Goods and/or Deliverables free of charge or, at PickNikStone’s sole discretion, refund to the Customer the Charges for the defective Goods and/or Services (or a proportionate part of the Charges as appropriate) but Stone shall have no further liability to the Customer. SUPPORT PACKAGES Subject to the remaining provisions of this clause 3, 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 fees 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 by Company for the portion defective Good. Stone shall have no obligations pursuant to this clause 3 if, in the 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 Services Good; the Customer’s negligence; the improper or inadequate installation of the Good or any part of the Good (save where that did not fulfill 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 warranty, provided that Company shall notify PickNik 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 breach 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 this clause 3 unless, throughout the Period, the Customer: ensures that it only uses the Good(s) in 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 30 days 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 means and in such manner as may be specified by Xxxxx at the time; if the Good is returned to Stone pursuant to clause 3.5, Stone shall, if it chooses to repair or replace that Good arrange for the 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 defective Good (or a component part of any Good) Stone shall only be required to ensure that following performance such repair the 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 refund to be made to the Customer by 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 Services, specifying Good. Stone and the breach Customer acknowledge and agree that in reasonable detail. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, 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.complying with the obligations under this clause 3: Stone shall not be responsible for the loss of any data that belongs to or was being stored by the Customer on the Good(s) or elsewhere; the Customer shall be solely responsible for ensuring that:
Appears in 1 contract
Samples: www.stonegroup.co.uk
Warranties. Each Party represents 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 warrants repair with reasonable promptness all defects in the construction of Landlord’s Construction Work in accordance with the Approved CW Plans as to which Tenant notifies Landlord in writing (which 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 other Party 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 full rightconstruction contract, 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, misappropriatessubcontract, or otherwise violates from any material supplier. Notwithstanding the rights foregoing, if Tenant notifies Landlord within the period beginning on Substantial Completion of any third partythe Landlord’s Construction Work and continuing through the date that is twelve (12) months thereafter (the “CW Warranty Period”), including Intellectual Property Rights and other rights to privacy. In additionof (a) latent defects in the construction of the Landlord’s Construction Work; or (b) non-compliance of Landlord’s Construction Work with Applicable Laws, PickNik warrants to Company that the Services 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. PickNik shall, then as its sole obligation and CompanyLandlord’s sole and exclusive remedy for any breach of this warrantyobligation with respect thereto, reLandlord shall cause such latent defect or non-perform the Services which gave rise compliance promptly to the breachbe remedied. All warranty claims shall be barred and shall lapse unless such claim is made in writing to Landlord, or, at PickNik’s option, refund the fees paid by Company for the portion with a description of the Services that did not fulfill such warrantyclaim made, provided that Company shall notify PickNik in writing on or before the expiration of the breach within 30 days following performance of the defective Services, specifying the breach in reasonable detail. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESCW Warranty Period.
Appears in 1 contract
Samples: Lease (Illumina Inc)
Warranties. Each Party represents I represent and warrants to warrant that: (a) I will perform the other Party that it has the full right, powerservices in a professional manner, and authority to enter (b) my entering into this Agreement, to grant the rights Agreement and licenses granted hereunder, and to perform its obligations hereunder. Further, Company represents and warrants to PickNik that Company delivering services under it will not provide breach any Company Data that infringes, misappropriates, or otherwise violates the rights of agreement with any third party. Accurate Representation. I affirm that I have provided accurate, including Intellectual Property Rights current, and complete information on my application form, along with an accurate representation of my skills, degrees, background and other rights information, and I agree to privacymaintain and update such information to keep it accurate, current, and complete during the term of this Agreement. In additionIndemnification of Company. I will defend, PickNik warrants to indemnify and hold harmless the Company that the Services will be performed in a professional manner consistent with industry standards from and will not purposefully include any code that contains any virus, time-bomb, trojan horse, against all third party claims or other such malicious code or any open source licensed under any “copy-left” type provisions without Company’s approval. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for suits arising out of any breach of this warrantyAgreement by me or my reckless or negligent behavior and from and against any liabilities, re-perform the Services which gave rise damages, costs, and expenses, including reasonable attorneys’ fees, related to the breachsuch claims or suits. Limitation of Liability. UNLESS PROHIBITED BY APPLICABLE LAW, orI AGREE THAT THE COMPANY WILL NOT BE LIABLE TO ME FOR ANY INDIRECT, at PickNik’s optionCONSEQUENTIAL, refund the fees paid by Company for the portion of the Services that did not fulfill such warrantyPUNITIVE OR SPECIAL DAMAGES, provided that Company shall notify PickNik in writing of the breach within 30 days following performance of the defective ServicesWHETHER IN AN ACTION IN CONTRACT, specifying the breach in reasonable detail. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH TORT OR OTHERWISE, IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNLESS PROHIBITED BY APPLICABLE LAW, I AGREE THAT THE COMPANY’S AGGREGATE LIABILITY RELATED TO THIS AGREEMENT WILL NOT EXCEED THE SERVICES OR SOFTWAREAGGREGATE AMOUNT PAYABLE BY THE COMPANY TO ME UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE DATE ON WHICH MY CLAIM AROSE. Effective Date. This Agreement will be effective the day I sign it, WHETHER EXPRESSand upon such effectiveness, IMPLIEDit replaces any previous Independent Contractor Tutor Agreement between the Company and me. Choice of Law. I agree that any questions or other matters arising under or relating to this Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in New York, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREEwithout regard to New York’s choice of law rules. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESArbitration.
Appears in 1 contract
Samples: Contractor Tutor Agreement
Warranties. Each Party SPC represents and warrants that Qwest shall receive title to the other Party personal property that it has comprises the full right, power, Conduit System free 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 clear of any third partyall encumbrances, including Intellectual Property Rights and other rights to privacyany mechanics or material liens, except as may be specifically provided in Section 6.14(c). In addition, PickNik SPC warrants to Company that all construction of the Services will be Conduit System shall have been performed in a professional manner consistent with telecommunication industry standards and will not purposefully include any code that contains any virus, time-bomb, trojan horse, 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 other such malicious code or any open source licensed under any “copy-left” type provisions without Company’s approval. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach termination of this warranty, re-perform Agreement for a period of one (1) year from the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 detailAcceptance Date. EXCEPT AS SET FORTH IN THIS SECTION 6.04, SPC MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDUIT SYSTEM, INCLUDING ANY WARRANTY OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED. THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, AGREEMENT CONSTITUTE THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL ONLY WARRANTIES RELATED MADE BY SPC TO THE SERVICES OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, QWEST WITH RESPECT TO THIS AGREEMENTAGREEMENT AND ARE MADE IN LIEU OF ALL OTHER WARRANTIES, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSEWRITTEN OR ORAL, WARRANTY OF MERCHANTABILITYSTATUTORY, WARRANTY OF NONEXPRESS 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, WARRANTY OF TITLEif SPC cannot have the defect repaired within forty-eight (48) hours of receiving notice, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREEQwest may repair the defect at SPC's cost. IN ADDITIONAdditionally, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCTSPC agrees to pass on and assign to Qwest any warranty it may have received from the manufacturer or supplier, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESto the extent that such warranty is assignable.
Appears in 1 contract
Warranties. Each Party represents and warrants to the other Party that it has the full rightLESSOR IS NOT A MANUFACTURER OF THE EQUIPMENT OR A DEALER IN SIMILAR EQUIPMENT AND HAS NOT INSPECTED THE EQUIPMENT PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE. LESSOR HAS NOT MADE AND DOES NOT MAKE, powerBY VIRTUE OF HAVING LEASED THE EQUIPMENT UNDER THIS LEASE OR BY VIRTUE OF ANY NEGOTIATIONS IN RESPECT OF THIS LEASE, and authority to enter into this AgreementANY REPRESENTATION OR WARRANTY, 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORYAS TO TITLE, CONDITION, COMPLIANCE WITH SPECIFICATIONS OR OTHERWISEREGULATIONS, QUALITY, VALUE, DURABILITY, SUITABILITY, MERCHANTABILITY OR FITNESS FOR USE OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENTTHE EQUIPMENT. THE EQUIPMENT IS LEASED HEREUNDER BY LESSOR "AS-IS". Lessor hereby covenants that, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSEconditioned upon Lessee performing all of the terms, WARRANTY OF MERCHANTABILITYcovenants and conditions hereof, WARRANTY OF NON-INFRINGEMENTLessor, WARRANTY OF TITLEits successors and assigns, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREEwill not disturb Lessee's quiet possession and use of the Equipment during the Term of this Lease. IN ADDITIONSo long as no Event of Default (as hereafter defined) has occurred and is continuing, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCTLessor hereby authorizes Lessee during the Term of this Lease to assert for Lessor's account all of its right, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWAREtitle and interest in, BACKGROUND TECHNOLOGYunder and to any warranty in respect of the Equipment issued by the manufacturer thereof, OPEN SOURCE SOFTWAREand agrees to execute and deliver such further instruments as may be reasonably necessary to enable Lessee to enforce such warranty. All claims or actions on any warranty shall be made or prosecuted by Lessee, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWAREat its sole cost and expense, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1and Lessor shall have no obligation whatsoever to make any claim on such warranty. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESThe parties agree that this Lease is intended to qualify as a "finance lease" under Article 2A of the Uniform Commercial Code. Lessee acknowledges that prior to execution of any IER Lessor has informed Lessee in writing that Lessee may have rights under the purchase contract(s) under which Lessor acquired the Equipment and that Lessee should contact the supplier(s) for a description of any such rights.
Appears in 1 contract
Warranties. Each Party represents and warrants to the other Party that it has the full rightMajorClarity represents, powerwarrants, and authority to enter into covenants that (i) its use of Subscriber Data during the Term of this Agreement, to grant the rights Agreement will comply with its posted Terms of Use 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that Privacy Policy; (ii) the Services will be performed 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 professional manner consistent with industry standards and particular purpose. MajorClarity will not purposefully include be responsible for any code damages that contains any virusmay be suffered by Subscriber, timeincluding loss of data resulting from delays, non-bomb, trojan horsedeliveries, or other such malicious code service interruptions by any cause, or any open source licensed under any “copy-left” type provisions without Company’s approvaldue to errors or omissions of Subscriber. PickNik shall, as MajorClarity expressly limits its sole obligation and Company’s sole and exclusive remedy liability to Subscriber for any breach of this warranty, renon-perform the Services which gave rise accessibility time or other down time to the breach, or, at PickNik’s option, refund pro-rata daily charge during the fees paid by Company for the 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 detailsystem unavailability. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENTHEREIN, THE SOFTWARE AND ALL SERVICES ARE PROVIDED “AS-"AS IS” AND EACH PARTY HEREBY ." MAJORCLARITY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES RELATED TO THE SERVICES OR SOFTWAREOF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITYTITLE, WARRANTY OF AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, MAJORCLARITY MAKES NO WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES ANY KIND THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES PRODUCTS OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE 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, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARESYSTEM, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE OTHER SERVICES, SOFTWAREOR BE SECURE, BACKGROUND TECHNOLOGYACCURATE, AND OPEN SOURCE SOFTWARE COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED SOLELY "AS THEY RELATE GENERALLY TO ROBOTIC THEORIES IS" AND NOT FOR ANY SPECIFIC END USER PURPOSESREPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. Subscriber represents, warrants, and 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, rules, 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. Subscriber 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. Each Party represents and Provider warrants that its products shall, at the time of delivery, conform to the other Party that it has the full rightdescription of such products as provided to you by Provider through Provider's product directory, 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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, analytical data or other such malicious code or any open source licensed under any “copythen-left” type provisions without Company’s approvalcurrent literature. PickNik shallTHIS WARRANTY IS EXCLUSIVE, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warrantyAND PROVIDER MAKES NO OTHER WARRANTY, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 MERCHANTABILITY, FITNESS FOR A ANY PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF OR NON-INFRINGEMENTINFRINGEMENT 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, WARRANTY in its sole discretion, that you have misused the Products in any manner, have failed to use 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. PROVIDER'S SOLE AND EXCLUSIVE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO PRODUCTS PROVED TO PROVIDER’S SATISFACTION TO BE DEFECTIVE OR NONCONFORMING SHALL BE REPLACEMENT OF TITLESUCH PRODUCTS WITHOUT CHARGE OR REFUND OF THE PURCHASE PRICE, AND PICKNIK MAKES NO REPRESENTATIONS IN PROVIDER'S SOLE DISCRETION, UPON THE RETURN OF SUCH PRODUCTS IN ACCORDANCE WITH PROVIDER'S INSTRUCTIONS. PROVIDER SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE SPECIAL DAMAGES OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE RESULTING FROM ANY USE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE FAILURE OF THE SOFTWAREPRODUCTS, BACKGROUND TECHNOLOGYEVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, OPEN SOURCE SOFTWAREWITHOUT 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 SERVICES FOR ANY LABOR OR ANY TECHNOLOGIES RESULTING 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 FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY ARISING FROM THE SAME PURCHASE AND/OR 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 BREACH. THESE EXCLUSIONS AND LIMITATIONS ON DAMAGES SHALL APPLY REGARDLESS OF HOW THE LOSS OR DAMAGE MAY BE CAUSED AND AGAINST ANY APPLICATIONSTHEORY OF LIABILITY, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICESALL CLAIMS MUST BE BROUGHT WITHIN ONE (1) YEAR OF SHIPMENT, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESREGARDLESS OF THEIR NATURE.
Appears in 1 contract
Samples: www.ipc-bs.com
Warranties. Each Party represents and Seller warrants to the other Party that it has the full rightProducts, powerwhen used on CRT computer ---------- monitors for conductive anti-reflection purposes, and authority when properly laminated, installed and maintained, will substantially maintain the performance characteristics specified in Exhibit I for a period of one (1) year from the date of sale of the CRT by Buyer to enter into this AgreementBuyer's customer, to grant but in no event longer than one and one-half (1.5) years from date of delivery of 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 any third party, including Intellectual Property Rights and other rights to privacyProducts by Seller. In addition, PickNik Seller warrants to Company that the Services 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the portion against catastrophic failure of the Services that did not fulfill such warranty, provided that Company shall notify PickNik in writing Products for a period of one and one-half (1.5) years from date of sale of the breach within 30 days following performance CRT by Buyer, but in no event longer than two (2) years from the date of delivery of the defective ServicesProducts by Seller. Excluded from this warranty is any failure, specifying in whole or in part, related to or caused by the breach 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 reasonable detailwhole 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 (AT SELLER'S OPTION OR IF REPLACEMENT IS IMPRACTICAL) REFUND FOR THOSE PRODUCTS PROVIDED BUYER PROVIDES SELLER WITH FULL DOCUMENTATION AND PROOF OF WARRANTY BREACH WITHIN THE APPLICABLE WARRANTY PERIOD. BUYER SHALL DESTROY THE BREACHING PRODUCTS AND CERTIFY SUCH DESTRUCTION TO SELLER. EXCEPT FOR THE FOREGOING WARRANTIES, SELLER DOES NOT WARRANT THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PRODUCTS OR PERFORMANCE OR NONINFRINGEMENT, DOES NOT MAKE ANY WARRANTY, EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENTPRODUCTS, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSESPECIFICATIONS, WARRANTY OF MERCHANTABILITYSUPPORT, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS SERVICE OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT ANYTHING ELSE AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, MAKE ANY WARRANTY TO BUYER'S CUSTOMERS OR SERVICES AGENTS. SELLER HAS NOT AUTHORIZED ANYONE TO MAKE ANY REPRESENTATION OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE WARRANTY OTHER THAN AS PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESABOVE.
Appears in 1 contract
Warranties. Each Party represents and warrants Subject to the other Party conditions and limitations of liability stated herein, TVI Electronics warrants for a period of ninety (90) days from the delivery of the Licensed Product(s) hereunder that it has such Licensed Product(s), as so delivered, will materially conform to 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 any third party, including Intellectual Property Rights and other rights to privacythen-current Documentation. In addition, PickNik TVI Electronics warrants to Company that the Services media on which the Licensed Product(s) are contained will be performed in free of defects under normal use for 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach period of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the portion of the Services that did not fulfill such warranty, provided that Company shall notify PickNik in writing of the breach within 30 ninety (90) days following performance of the defective Servicesdelivery thereof. This warranty covers only those problems reported to TVI Electronics during the warranty period. ANY LIABILITY OF TVI ELECTRONICS WITH RESPECT TO THE LICENSED PRODUCT(S) OR THE PERFORMANCE THEREOF OR DEFECTS THEREIN UNDER ANY WARRANTY, specifying the breach in reasonable detailNEGLIGENCE, STRICT LIABILITY OR OTHER THEORY WILL BE LIMITED EXCLUSIVELY TO PRODUCT REPLACEMENT. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENTFOREGOING, THE SOFTWARE AND SERVICES LICENSED PRODUCT(S) ARE PROVIDED “AS-"AS IS” 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 " WITHOUT ANY WARRANTY OF CONDITION, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE, WARRANTY OF MERCHANTABILITYTVI ELECTRONICS DOES NOT WARRANT, WARRANTY OF NON-INFRINGEMENTGUARANTEE, WARRANTY OF TITLE, AND PICKNIK MAKES NO OR MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME LICENSED PRODUCT(S) WILL BE FREE FROM SECURITY VULNERABILITIES BUGS OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S THAT USE OF ROBOT OPERATING SYSTEM SOFTWARE LICENSED PRODUCT(S) WILL BE UNINTERRUPTED OR USE REGARDING THE USE, OR THE RESULTS OF THE SOFTWAREUSE, BACKGROUND TECHNOLOGYOF THE LICENSED PRODUCT(S) OR DOCUMENTATION IN TERMS OF CORRECTNESS, OPEN SOURCE SOFTWAREACCURACY, RELIABILITY OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONSOTHERWISE. Licensee further understands that TVI Electronics is not responsible for and will have no liability for hardware, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICESsoftware, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESor other items provided by any persons other than TVI Electronics.
Appears in 1 contract
Samples: Software License Agreement
Warranties. Each Party represents (a) Lessee acknowledges that Lessor is not the manufacturer of the Property nor the manufacturer’s agent nor a dealer therein. The Property is of a size, design, capacity, description and warrants to manufacture selected by 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 hereunderLessee. Further, Company represents and warrants to PickNik that Company will not provide any Company Data that infringes, misappropriates, or otherwise violates the rights of any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company Lessee is satisfied that the Services will be performed in a professional manner consistent with industry standards Property is suitable and will not purposefully include any code that contains any virusfit for its purposes. LESSEE AGREES THAT LESSOR HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY OR REPRESENTATION WHATSOEVER, time-bombEXPRESS OR IMPLIED, trojan horse, or other such malicious code or any open source licensed under any “copy-left” type provisions without Company’s approval. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED AS TO THE SERVICES OR SOFTWAREPROPERTY, WHETHER EXPRESSINCLUDING, IMPLIEDWITHOUT LIMITATION, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO: (i) THE DESCRIPTION, CONDITION, DESIGN, QUALITY OR PERFORMANCE OF THE PROPERTY OR QUALITY OR CAPACITY OF MATERIALS OR WORKMANSHIP IN THE PROPERTY; (ii) ITS MERCHANTABILITY OR FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE, WARRANTY PURPOSE WHETHER OR NOT DISCLOSED TO LESSOR; AND (iii) DELIVERY OF MERCHANTABILITY, WARRANTY THE PROPERTY FREE OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE RIGHTFUL CLAIM OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE PERSON BY WAY OF INFRINGEMENT OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARELIKE. LESSOR EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES. If the Property or Software is not properly installed, BACKGROUND TECHNOLOGYdoes not function as represented or warranted by original owner/vendor/licensor, OPEN SOURCE SOFTWAREor is unsatisfactory for any reason, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONSLessee shall make any claim on account thereof solely against original owner/vendor/licensor and shall nevertheless pay all sums payable under the Lease, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1Lessee hereby waiving the right to make any such claims against Lessor. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICESLessor shall not be liable to Lessee for any loss, SOFTWAREdamage or expense of any kind or nature caused, BACKGROUND TECHNOLOGYdirectly or indirectly, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESby 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
Warranties. Each Party represents HARBEC warrants all Items delivered hereunder to be free from defect in material or workmanship and warrants to conform strictly to the other Party that it has the full rightspecifications, 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, misappropriatesdrawings, or otherwise violates sample specified or furnished by Customer in effect as of the rights date of this Quote. This warranty shall survive any third partyinspection, including Intellectual Property Rights and other rights to privacy. In additiondelivery, PickNik warrants to Company that the Services 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 horseacceptance of, or other such malicious code or any open source licensed under any “copy-left” type provisions without Company’s approval. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid payment by Company Buyer for the 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 detailproducts or materials or services. EXCEPT FOR THE EXPRESS WARRANTIES WARRANTY SET FORTH IN THIS AGREEMENTABOVE, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, HARBEC MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THIS AGREEMENTTHE ITEMS, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, ; (iii) WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITIONCOURSE OF DEALING, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCTCOURSE OF PERFORMANCE, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWAREUSAGE OF TRADE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM OTHERWISE. HARBEC shall not be liable for a breach of the warranty set forth above unless: (i) Customer gives written notice of the defect, reasonably described, to HARBEC within 60 days of the time when Customer discovers or ought to have discovered the defect; (ii) HARBEC is given a reasonable opportunity after receiving the notice to examine such Items and Customer (if required to do so by HARBEC) returns such Items to HARBEC’s place of business at HARBEC’s cost for the examination to take place; and (iii) HARBEC reasonably verifies Customer’s claim that the Items are defective. HARBEC shall not be liable for a breach of the warranty set forth above if: (i) Customer makes any further use of such Items after giving such notice; (ii) the defect arises because Customer failed to follow HARBEC’s oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the Items; or (iii) Customer alters or repairs such Items without the prior written consent of HARBEC. Subject to the exceptions above, with respect to any such Items during the Warranty Period, HARBEC shall, in its sole discretion, either (i) repair or replace such Items (or the defective part(s)) or (ii) credit or refund the Price of such Items at the pro-rata contract rate, provided that if HARBEC so requests, Customer shall, at HARBEC's expense, return such Items to HARBEC. THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY REMEDIES SET FORTH IN THIS SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT SHALL BE THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, CUSTOMER’S SOLE AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES EXCLUSIVE REMEDY AND NOT HARBEC’S ENTIRE LIABILITY FOR ANY SPECIFIC END USER PURPOSESBREACH OF THE LIMITED WARRANTY SET FORTH HEREIN.
Appears in 1 contract
Samples: Or Agreement
Warranties. Each Party represents The Contractor represents, warrants and warrants covenants to the other Party Authority that (i) it has the full right, power, capacity and legal authority to enter into and fully perform all obligations required of the Contractor under this Agreement, to grant (ii) the rights and licenses granted hereunderexecution, delivery, and to perform its obligations hereunder. Further, Company represents performance of this Agreement has been duly authorized by the Contractor and warrants to PickNik that Company will does not provide any Company Data that infringes, misappropriates, or otherwise violates the rights of any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services will be performed in a professional manner consistent with industry standards and will not purposefully include violate or cause a breach of any code other agreement or obligation to which it is a party or by which it is bound, and (iii) no approval or other action by any third party is required in connection herewith. The Contractor warrants that contains any virusthe Goods/Services performed or provided under this Agreement will be provided consistent with the highest prevailing professional or industry standards. The Contractor warrants to the Authority and that materials and equipment furnished under the Contract will be of good quality and new unless this Agreement requires or permits otherwise and shall be suitable for the purposes intended. The Contractor further warrants that the Project will be suitable for its intended purpose. The Contractor further warrants that the Work will be done in a good and workmanlike manner, time-bombshall conform to the requirements of the Contract Documents, trojan horseshall be completed in a manner that will ensure all manufacturer’s warranties are maintained and preserved, and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or other such malicious code or any open source licensed under any “copy-left” type provisions without Company’s approvalequipment not conforming to these requirements may be considered defective. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any As a result of the breach of this warranty, re-the Authority will be entitled to the expeditious cure of any deficiencies in a manner least disruptive to the operation of the Authority’s business. If the Contractor is unable to perform the Services which gave rise work necessary to cure the breachdeficiencies, or, at PickNik’s option, refund the Authority will be entitled to recover the fees paid to the Contractor and to recover any additional costs incurred by Company for the portion Authority specific to curing the deficiency in its providing of the Services that did not fulfill such warrantyGoods/Services. Nothing contained in this section, provided that Company shall notify PickNik in writing nor the Authority’s making of a warranty claim under this section, will be deemed to constitute an election of remedies by the Authority for a breach by the Contractor under this Agreement, nor will this section or the making of a claim under this section limit or otherwise impair the Authority’s ability to pursue any and all remedies available under this Agreement or under applicable law for a breach by the Contractor under this Agreement. The Contractor agrees to assign to the Authority at the time of final completion of the breach within 30 days following performance Work, any and all manufacturer’s, supplier’s and Contractor’s warranties relating to materials, equipment, and labor incorporated in the Work and further agrees to perform the Work in such manner so as to preserve any and all such manufacturer’s warranties. Contractor’s delivery to the Authority of all warranty-guarantees required by this Agreement is a prerequisite to the defective Services, specifying Authority’s obligation to make the breach in reasonable detail. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESfinal payment.
Appears in 1 contract
Samples: Goods & Services Agreement
Warranties. Each Party 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 the other Party ARENA that it has made reasonable endeavours to verify the full rightaccuracy of the information); it and its subcontractors and Personnel, powerincluding 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 authority are fit and proper people; it has or will have access to enter into 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, to grant it enters this Agreement personally and in its capacity as trustee and has the rights and licenses granted hereunder, and power to perform its obligations hereunderunder 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. FurtherStages [Note: This clause will be included where ARENA determines it is appropriate having regard to the nature of the Activity, Company represents and warrants eg if there is to PickNik that Company will 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 provide obliged to pay to the Recipient any Company Data that infringes, misappropriatescompensation, or otherwise violates any outstanding amount of funding under this Agreement; and ARENA is entitled to recover amounts from the rights 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 third partyother provision of this Agreement, including Intellectual Property Rights and other rights the Recipient must not commence any work on the Activity until it has provided to privacy. In addition, PickNik warrants ARENA: certification in relation to Company 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 Services will be performed 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 professional manner 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 purposefully include required for a particular Activity.] By the date specified in item 9 of Schedule 1, the Recipient must provide to ARENA certification for the benefit of ARENA from an independent, responsible and qualified person that the 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 provide the certification under clause 5.1(b) must not be an employee, shareholder, director, other officeholder or related entity of the Recipient, an Activity Participant or any code that contains any virusother person having (or having had) a significant involvement in the Activity, time-bomb, trojan horsethe 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 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 such malicious code 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 open source licensed 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 “copy-left” type provisions without Company’s approvalperson on request. PickNik shallThe Recipient may make the Community Consultation Plan available by publishing it on its website. By the date specified in item 1010 of Schedule 1, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise Recipient must provide to ARENA evidence that the Recipient has engaged in initial community consultation in relation to the breachActivity to ARENA’s satisfaction, or, including that the Recipient has: conducted a public forum in the affected community; advertised the public forum (including in any prominent local newspaper) at PickNik’s option, refund the fees paid by Company for the portion least seven days in advance of the Services that did not fulfill such warranty, forum; provided that Company shall notify PickNik attendees with the opportunity to raise any issues concerning the Activity; responded in writing to any submissions made to it; and provided to ARENA notification of any adverse community reaction to the breach within 30 days following performance Activity to date. By the date specified in item 10 of Schedule 1, the defective ServicesRecipient must provide to ARENA notification of responses by the Recipient to adverse community reaction to the Activity. Notification Without limiting any obligation to notify any Authority, specifying the breach Recipient must advise ARENA as soon as possible of any Crisis in reasonable detailaccordance with the protocol notified by ARENA to the Recipient from time to time. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESThe Recipient must notify ARENA as soon as practicable of any significant concerns of local community groups of which the Recipient becomes aware.
Appears in 1 contract
Samples: arena.gov.au
Warranties. Each Party represents and warrants 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 Except as otherwise violates the rights of any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENTherein, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-AS IS” AND EACH PARTY HEREBY DISCLAIMS ALL WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES RELATED OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL OPC MARKETING, INC. OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR SOFTWARE, WHETHER EXPRESSEVEN IF OPC MARKETING, IMPLIEDINC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Computers, STATUTORYif purchased from OPC MARKETING, OR OTHERWISEINC., WITH RESPECT TO THIS AGREEMENTare 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 ANY WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITYand further including without limitation consequential damages, WARRANTY OF NON-INFRINGEMENTwhether or not caused by OPC MARKETING, WARRANTY OF TITLEINC.’s negligence. This warranty shall not be extended, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREEaltered, or varied except by a written agreement signed by OPC MARKETING, INC. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESand Purchaser.
Appears in 1 contract
Samples: Conditions of Purchase
Warranties. Each Party represents and Simba warrants for a period of ninety (90) days from the date the Program is delivered to you that the other Party that it has Program shall substantially conform to Simba’s documented specifications. In 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 event of any third partyalleged breach of the above express warranties, including Intellectual Property Rights 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 other rights substantiated by Simba, your exclusive remedies shall be, at Simba’s sole option, for Simba to privacy. In addition, PickNik warrants to Company that promptly repair or replace the Services 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 Program or any open source licensed under any “copy-left” type provisions without Company’s approval. PickNik shall, as its sole obligation and Company’s sole and exclusive portion thereof necessary to remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, or to refund the fees paid actually received by Company Simba for the 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 detailLicense. EXCEPT FOR THE EXPRESS WARRANTIES AS SET FORTH IN THIS AGREEMENTABOVE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE SOFTWARE USE OF THE PROGRAM IS AT YOUR SOLE RISK. SIMBA PROVIDES THE PROGRAM (INCLUDING, BUT NOT LIMITED TO, ANY DOCUMENTATION AND SERVICES ARE PROVIDED SUPPORT) ON AN “AS-AS IS”, “WHERE IS” 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 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, WARRANTY ACCURACY, NON-‐INFRINGEMENT, OR CONDITION ARISING FROM COURSE OF MERCHANTABILITYPERFORMANCE, WARRANTY COURSE OF NON-INFRINGEMENT, WARRANTY DEALING OR USAGE OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREETRADE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND SIMBA DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWAREFUNCTIONS CONTAINED IN THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THAT THE SAME OPERATION OF THE PROGRAM WILL BE ERROR FREE FROM SECURITY VULNERABILITIES OR MALWARE UNINTERRUPTED, OR THAT DEFECTS IN PROGRAM WILL BE CORRECTED. FURTHERMORE, SIMBA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR THE USE OF THE SOFTWAREPROGRAM IN TERMS OF ITS CORRECTNESS, BACKGROUND TECHNOLOGYACCURACY, OPEN SOURCE SOFTWARERELIABILITY, OR SERVICES OTHERWISE. NO ORAL OR ANY TECHNOLOGIES RESULTING FROM THE SAME WRITTEN INFORMATION OR ADVICE GIVEN BY SIMBA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT WAY INCREASE THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESSCOPE OF THIS WARRANTY.
Appears in 1 contract
Samples: License Agreement
Warranties. Each Party represents All conditions, terms, representations and warrants 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 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 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 (an “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) 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 Service is ordered. A Customer may terminate their Service immediately at anytime and VAT API may terminate this agreement upon giving the Customer 30 days written notice. In addition either party may terminate this Agreement forthwith by notice in writing to the other Party that it has if:- • 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services will be performed in party commits 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any material breach of this warrantyAgreement and, re-perform in the Services case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or • the other party commits a material breach of this Agreement which gave rise to cannot be remedied under any circumstances; or - • the breach, or, at PickNik’s option, refund the fees paid by Company other party passes a resolution for winding up (other than for the portion 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 Services that did 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 the Customer terminates for VAT API’s material breach then the Customer is 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 any time. • The Customer may not fulfill such warrantyassign or otherwise transfer this Agreement or any 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 perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, provided that Company including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the 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 third parties of equipment or services, and the party shall notify PickNik in writing be entitled to a reasonable extension of its obligations after notifying the other party of the breach within 30 days following performance nature and extent of the defective Services, specifying the breach in reasonable detail. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESsuch events.
Appears in 1 contract
Samples: vatapi.com
Warranties. Each Party represents and Checon hereby warrants to Customer that:(i) the other Party that it has Goods will be free from defects in materials and workmanship and materially comply with the full rightspecifications set forth in the Agreement (or, power, and authority to enter into this if no specifications are set forth in the Agreement, to grant then Checon’s printed specifications); (ii) 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Refining Services will be performed in a professional and workmanlike manner consistent in accordance with generally recognized industry standards for similar services; and (iii) Metal released from the Metal Account will not purposefully include 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 code that contains any virusWarranty claim within fifteen (15) days after becoming aware of the alleged non-conformance, time-bomb, trojan horse, and the Warranty expires twelve(12) months after the delivery of the Goods or other such malicious code or any open source licensed under any “copy-left” type provisions without Company’s approvalcompletion of the Refining Service. PickNik shall, as its sole obligation and CompanyCustomer’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, Warranty is: (a) at PickNikChecon’s option, refund the fees paid by Company for the portion repair or replacement of the Services that did not fulfill such warranty, provided that Company shall notify PickNik in writing non- conforming Goods;(b) re-provision of the breach within 30 days following performance applicable Refining Services; or (c) replacement of the defective Servicesnon-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, specifying and any costs and expenses in connection with storing, repackaging, and returning any Goods will be the breach responsibility of Customer. Goods must be returned to Checon in reasonable detailstrict compliance with Checon’s written instructions. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENTThe Warranty DOES NOT COVER Goods that: (x) have been subject to misuse, THE SOFTWARE AND SERVICES ARE PROVIDED “ASnegligence, 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 non-IS” AND EACH PARTY conformance with the Warranty. CHECON HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES OR SOFTWAREOTHER WARRANTIES, WHETHER EXPRESS, EXPRESS OR IMPLIED, STATUTORYINCLUDING, OR OTHERWISEWITHOUT LIMITATION, WITH RESPECT TO THIS AGREEMENTTHE IMPLIED WARRANTIES OF TITLE,MERCHANTABILITY, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF ,AND NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, 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: assets-global.website-files.com
Warranties. The ASP Services are provided “AS IS”. ZOLL expressly disclaims all warranties with respect to the ASP Services, including any warranties of merchantability, fitness for a particular purpose, title and non-infringement of third party rights. Hospital acknowledges that it has relied on no warranties and that no warranties are made herein by ZOLL or any of its representatives or suppliers with respect to the ASP Services. Limitation on Liability. In no event will ZOLL or any of its representatives or suppliers be liable for any direct, indirect, consequential, exemplary, special, or incidental damages, including without limitation any lost data, lost profits and costs of procurement of substitute goods or services, arising from or relating to this Access Form, however caused and under any theory of liability (including negligence), even if ZOLL has been advised of the possibility of such damages. EXCEPT AS SPECIFICALLY PROVIDED ABOVE, THIS ORDER IS SUBJECT TO THE TERMS AND CONDITIONS, AND APPLICABLE ADDENDA, AVAILABLE AT xxxxx://xxx.xxxxxxxx.xxx/legal, WHICH ARE INCORPORATED BY REFERENCE AND, BY SIGNING BELOW, HOSPITAL ACKNOWLEDGES TO HAVING READ AND AGREES TO AND INTENDS TO BE BOUND BY THEM. HARD COPIES ARE AVAILABLE UPON REQUEST. Each Party person signing below represents and warrants that she or he has the authority to bind the party for which he or she is signing to the other Party that it has terms of this Order. By signing below, the full rightparties agree to the terms and conditions of this Order. Once signed, powerany reproduction of this Order made by reliable means (for example, photocopy or facsimile) is considered an original and authority to enter into all Products and Services ordered and provided under 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services Order will be performed subject to it. ZOLL Data Systems, Inc. Authorized Signature: Hospital Name: Authorized Signature: Name: Title: Date: Name: Title: Date: EXHIBIT A Registered User Designation Hospital, in accordance with the terms listed above in the Access Form hereby designates the following affiliated entities (each an “Affiliate”) and their respective designated users (each 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 approvalRegistered User”) to access the ASP Services provided by ZOLL to its customers: Affiliate Name: USER NAME EMAIL ADDRESS 1. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 detail2. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREEAffiliate Name: USER NAME EMAIL ADDRESS 1. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.12. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END Affiliate Name: USER PURPOSES.NAME EMAIL ADDRESS 1. 2. Affiliate Name:
Appears in 1 contract
Samples: www.emscharts.com
Warranties. Each Party represents and THE WARRANTIES MADE IN THIS AGREEMENT ARE THE ONLY WARRANTIES MADE BY NRXR WITH RESPECT TO THE PRODUCT. CLIENT AGREES THAT THE EXPRESS OBLIGATIONS AND WARRANTIES MADE BY NRXR IN THIS AGREEMENT ARE IN LIEU OF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, TO THE EXCLUSION OF ANY OTHER WARRANTY, CONDITION, TERM, UNDERTAKING OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, RELATING TO ANYTHING SUPPLIED OR SERVICES PROVIDED UNDER OR IN CONNECTION WITH THIS AGREEMENT INCLUDING (WITHOUT LIMITATION) AS TO THE CONDITION, QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR THE PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NRXR DOES NOT WARRANT THE FUNCTIONING OF ANYTHING SUPPLIED OR SERVICES PERFORMED HEREUNDER WITH SOFTWARE OR EQUIPMENT NOT PRODUCED BY NRXR, OR THAT THE OPERATION OF ANYTHING SUPPLIED OR SERVICES PERFORMED HEREUNDER WILL BE UNINTERRUPTED OR ERROR FREE. NRXR warrants to the other Party Client that it has the full right, power, and authority right to enter into this Agreement, transfer title of the Equipment to grant the rights and licenses granted hereunder, and to perform its obligations hereunderClient. Further, Company represents and warrants to PickNik that Company will not provide any Company Data that infringes, misappropriates, or otherwise violates the rights of any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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. PickNik shall, as its sole obligation and CompanyNRXR’s sole and exclusive remedy for any breach of liability under this warranty, re-perform the Services which gave rise warranty with respect to the breachEquipment 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, orAND NRXR DOES NOT MAKE ANY OTHER WARRANTY, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENTREGARDING THE EQUIPMENT, INCLUDING ANY WARRANTY WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Client expressly acknowledges and agrees that warranties regarding patents, WARRANTY OF MERCHANTABILITYmaterials, WARRANTY OF NON-INFRINGEMENTworkmanship, WARRANTY OF TITLEor use of the Equipment (the “Manufacturer’s Warranty”), AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREEif any, are made exclusively by the Manufacturer and not by NRXR and, if made, shall be encompassed within a separate agreement. IN ADDITIONClient’s exclusive remedy under Manufacturer’s Warranty shall be as provided therein and shall lie exclusively against and be obtainable only from the Manufacturer, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESand 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. Each Party represents CONTRACTOR warrants that the equipment (as opposed to any software) furnished by CONTRACTOR is free from defects in materials and warrants workmanship for a period of ninety (90) days from the date of completion of the installation by CONTRACTOR; provided, however, that if the equipment is not manufactured by CONTRACTOR and is covered under a manufacturer’s warranty for a shorter period, CONTRACTORS warranty will be limited to the other Party 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 it has the full rightCustomer notifies CONTRACTOR during the Warranty Period, powerCONTRACTOR will determine, and authority to enter into this Agreementat its sole discretion, to grant either i) repair the rights and licenses granted hereunder, and to perform its obligations hereunderequipment; or ii) replace it with a new or functionally operative part. Further, Company represents and CONTRACTOR warrants to PickNik that Company will not provide any Company Data that infringes, misappropriates, or otherwise violates the rights of any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services services will be performed in a professional good and workmanlike manner consistent with industry standards during the Warranty period. If services are not performed as warranted and CONTRACTOR is notified as a condition precedent, in writing by the Customer within the Warranty Period, CONTRACTOR 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breachnon-conforming services. THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE. All other warranties are expressly disclaimed and waived. THE CUSTOMER’S EXCLUSIVE REMEDY WITH RESPECT TO THIS AGREEMENTANY AND ALL LOSSES OR DAMAGES RESULTING FROM ANY CAUSE WHATSOEVER, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSECONTRACTORS' NEGLIGENCE, WARRANTY OF MERCHANTABILITYIS REPAIR OR REPLACEMENT OR AS SPECIFIED ABOVE. CONTRACTORS’ warranties will be voided by misuse, WARRANTY OF NON-INFRINGEMENTaccident, WARRANTY OF TITLEdamage, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREEabuse, 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. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESCustomer must promptly report any failure of the Equipment to CONTRACTOR in writing.
Appears in 1 contract
Samples: General Services Agreement
Warranties. Each Party represents and CPL warrants to that at the other Party that it has the full right, powertime of delivery, and authority to enter into this Agreementfor 30 days from the date of purchase by LICENSEE, 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services PRODUCT will be performed in a professional manner consistent with industry standards true copies of CPL's standard version of the PRODUCT as most recently released by CPL and that at the time of delivery the PRODUCT 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. PickNik shall, as its sole obligation function substantially according to CPL's PRODUCT documentation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company published specification for the portion of PRODUCT and furthermore CPL shall use its best efforts to correct any errors in the Services that did not fulfill such warrantyPRODUCT and correct errors or omissions in the PRODUCT documentation at no additional cost to LICENSEE. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF MERCHANTABILITY, provided that Company shall notify PickNik in writing of the breach within 30 days following performance of the defective ServicesFITNESS FOR PURPOSE AND ANY OTHER WARRANTIES WHETHER EXPRESSED IMPLIED OR STATUTORY AND CPL SHALL NOT BE LIABLE TO LICENSEE FOR LOSS OF PROFITS OR SPECIAL, specifying the breach in reasonable detailDIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES IN CONNECTION WITH THE SUPPLY, USE OR PERFORMANCE OF THE PRODUCT. EXCEPT FOR CPL'S COMBINED LIABILITY (IF ANY) TO LICENSEE SHALL BE LIMITED TO AND SHALL NOT EXCEED THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED MONIES PAID BY LICENSEE TO THE SERVICES OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT 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, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESindemnification 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. Each Party represents TAL expressly disclaims all warranties, express or implied with respect to the Product and warrants related materials, or their quality of performance including warranties of merchantability and fitness for a particular purpose. TAL makes no representation concerning the likelihood of profitable trading using the 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 Product or the likelihood of profitable trading based on the Product. In no event shall TAL incur any liability to HTI or any customer of HTI arising out of any contract or arrangement between HTI 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. If any Product is defective in a material manner, then TAL's liability, if any, under this Agreement, shall in all events be limited to repair or replacement at TAL's sole option, and such repair or 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 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 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 hereunderparty delivered within fifteen (15) days after such payment. Further, Company represents and warrants to PickNik that Company will not provide any Company Data that infringes, misappropriates, Any unauthorized modification or otherwise violates the rights of any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise improvement to the breach, or, at PickNik’s option, refund Product which affects the fees paid by Company for the portion of the Services that did not fulfill such Product as delivered to HTI will void TAL's then-current 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, 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: Software Distributor Agreement (Hyperfeed Technologies Inc)
Warranties. Each Party 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 the other Party ARENA that it has made reasonable endeavours to verify the full rightaccuracy of the information); it and its subcontractors and Personnel, powerincluding its Specified Personnel, have the necessary experience, skill, knowledge, expertise and competence to undertake the Project and (where appropriate) will hold such licences, permits or registrations as are required under any State, Territory or Commonwealth legislation to undertake the Project, and authority are fit and proper people; it has or will have access to enter into necessary Intellectual Property Rights to undertake the Project; 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 Project; 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; and if the Recipient is a trustee, to grant it enters this Agreement personally and in its capacity as trustee and has the rights and licenses granted hereunder, and power to perform its obligations hereunderunder this Agreement. FurtherPreconditions to commencing work [Note: This clause may be amended depending on the type of project and project timeframes.] Notwithstanding any other provision of this Agreement, Company represents and warrants the Recipient must not commence any work on the Project until it has provided to PickNik that Company will not provide any Company Data that infringes, misappropriates, or otherwise violates ARENA: certification in relation to the rights of any third party, including Intellectual Property Rights and other rights Risk Management Plan in accordance with clause 4.4(b); certification in relation to privacy. In addition, PickNik warrants to Company the Community Consultation Plan in accordance with clause 4.5(b); evidence that the Services will be performed Recipient has engaged in a professional manner consistent initial community consultation in accordance with industry standards clause 4.5(e); 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach notification of this warranty, re-perform responses by the Services which gave rise Recipient to adverse community reaction to the breach, or, at PickNik’s option, refund the fees paid by Company for the portion of the Services that did not fulfill such warranty, provided that Company shall notify PickNik Project in writing of the breach within 30 days following performance of the defective Services, specifying the breach in reasonable detail. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESaccordance with clause 4.5(f).
Appears in 1 contract
Samples: arena.gov.au
Warranties. Each Party Warranty. The Company represents and warrants that: ● it will provide the Services in a professional manner consistent with general industry standards and that the SaaS Services will perform substantially in accordance with the documentation; ● neither the professional services nor the SaaS services shall infringe upon any U.S. Patent, copyright, or trade secret; ● company is the owner of or licensee of all rights necessary and appropriate to perform the Services and grant the rights hereunder to the Platform and other Party that it Deliverables; ● company has the full right, power, 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that ; ● the Services will be performed in a professional timely, professional, and workmanlike manner consistent in accordance with industry standards and will not purposefully include 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 code that contains agreements with any virusthird party as a result of performing its obligations under this Agreement. ● there are neither pending nor threatened, time-bombnor to the best of Company’s knowledge, trojan horsecontemplated, any suits, proceedings, actions, or other such malicious code claims which would materially affect or any open source licensed limit the rights granted to Customer under any “copy-left” type provisions without Company’s approvalthis Agreement. PickNik shall, as its sole obligation ● company shall make all Services available in accordance with the Service Levels in Exhibit B. ● company shall maintain a business continuity and Company’s sole and exclusive remedy disaster recovery plan for any breach Services and implement such plan in the event of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the portion any unplanned interruption 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO COMPANY DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR SOFTWAREUNINTERRUPTED OR THAT COMPANY WILL CORRECT ALL SERVICES ERRORS. THE CUSTOMER ACKNOWLEDGES THAT THE COMPANY DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, WHETHER EXPRESSINCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY THE COMPANY (EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, ) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING . NEITHER COMPANY NOR ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS ITS LICENSORS OR WARRANTIES OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE SOFTWARE OPERATION OF THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, VIRUS-FREE, OR ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING NOR SHALL THE COMPANY OR FINAL PRODUCTANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARETHEFT, OR SERVICES DESTRUCTION OF CUSTOMER’S OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANYUSER’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWAREDATA, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWAREFILES, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESPROGRAMS.
Appears in 1 contract
Samples: Master Services Agreement
Warranties. Each Party represents In lieu of any and warrants to the other Party that it has the full rightall implied warranties, powerall of which are expressly disclaimed, 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform Coastal hereby warrants for a period of twelve (12) months from the Services which gave rise to delivery date of products (the breach, or, at PickNik’s option, refund “Warranty Period”) that the fees paid products manufactured and supplied by Company for the portion of the Services that did not fulfill such warranty, provided that Company Coastal and purchased by Buyer shall notify PickNik be free from defects in writing of the breach within 30 days following performance of the defective Services, specifying the breach in reasonable detailmaterial and workmanship. EXCEPT FOR THE EXPRESS WARRANTIES AS EXPRESSLY SET FORTH IN THIS AGREEMENTSECTION, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL COASTAL MAKES NO REPRESENTATIONS OR WARRANTIES RELATED TO THE SERVICES OF ANY KIND WHATSOEVER, EXPRESSED OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, WRITTEN OR OTHERWISEORAL, WITH RESPECT TO THIS AGREEMENTTHE PRODUCTS, INCLUDING ANY WARRANTY WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK . COASTAL MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITIONOF ANY KIND, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING EXPRESSED OR FINAL PRODUCTIMPLIED, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWAREWRITTEN OR ORAL, BACKGROUND TECHNOLOGYWITH RESPECT TO THOSE COMPONENTS MANUFACTURED BY THIRD PARTIES, OPEN SOURCE SOFTWAREINCLUDING WITHOUT LIMITATION MERCHANTABILITY, TITLE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM FITNESS FOR A PARTICULAR PURPOSE. Upon shipment of the products, Coastal assigns to Buyer, to the extent assignable, and Buyer may have the benefit of, any and all manufacturer’s warranties, service agreements and patent indemnities, if any, with respect to those components of the products manufactured by third parties. Buyer’s sole remedy for breach of any such third-party warranty shall be against such third party and not against Coastal, nor shall such breach have any effect whatsoever on the rights and obligations of either party with respect to this Agreement. Buyer understands and agrees that this coverage will not necessarily coincide with Coastal’s warranty of products manufactured by Coastal, and Coastal warrants only those products manufactured by Coastal. All warranty claims shall be subject to Coastal’s determination, in its sole discretion, that the products are subject to this warranty and are defective in material or workmanship. Upon Coastal’s positive determination thereof, Coastal at its option after receiving from Buyer the defective products, will either (1) deliver to Buyer products of like quality, or (ii) repair the defective products, or (iii) refund to Buyer the total sales price paid for the defective products. THIS EXPRESS LIMITED WARRANTY IS THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE SOLE AND EXCLUSIVE WARRANTY OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGYCOASTAL, AND OPEN SOURCE SOFTWARE ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, ORAL OR WRITTEN, ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESEXPRESSLY DISCLAIMED BY COASTAL.
Appears in 1 contract
Samples: hazmatresource.com
Warranties. Each Party represents All conditions, terms, representations and warrants 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 particular purpose are hereby excluded. In particular and without prejudice to that generality, Bulk VAT Validator shall not be liable to the Customer as a result of any viruses introduced or passed on to the Customer. INDEMNITY The Customer agrees to indemnify and hold Bulk VAT Validator 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 Bulk VAT Validator arising out of any breach by the Customer of the terms of this Agreement. Bulk VAT Validator 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 (an “IP Claim”). Bulk VAT Validator 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 Bulk VAT Validator for such defence, provided that (a) the Customer promptly notify Bulk VAT Validator of the threat or notice of such IP Claim, (b) Bulk VAT Validator 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 Bulk VAT Validator in connection therewith. If Your use of the Service has become, or in Bulk VAT Validator’s opinion is likely to become, the subject of any such IP Claim, Bulk VAT Validator 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 Bulk VAT Validator , terminate Your subscription to the Service and repay the Customer, on a pro-rated basis, any Subscription Charges previously paid to Bulk VAT Validator for the corresponding unused portion of Your Subscription Term. Bulk VAT Validator 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 Bulk VAT Validator ; 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 Bulk VAT Validator's indemnity obligations for third party IP infringement claims, the entire liability of Bulk VAT Validator 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 Bulk VAT Validator 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 Bulk VAT Validator 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 Service is ordered. A Customer may terminate their Service immediately at anytime and Bulk VAT Validator may terminate this agreement upon giving the Customer 30 days written notice. In addition either party may terminate this Agreement forthwith by notice in writing to the other Party that it has if:- • 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services will be performed in party commits 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any material breach of this warrantyAgreement and, re-perform in the Services case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or • the other party commits a material breach of this Agreement which gave rise to cannot be remedied under any circumstances; or - • the breach, or, at PickNik’s option, refund the fees paid by Company other party passes a resolution for winding up (other than for the portion 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 Services that did 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 the Customer terminates for Bulk VAT Validator’s material breach then the Customer is entitled to a refund of any pre-paid subscription fee for the remaining term on a pro rata basis. ASSIGNMENT • Bulk VAT Validator may assign or otherwise transfer this Agreement at any time. • The Customer may not fulfill such warrantyassign or otherwise transfer this Agreement or any part of it without Bulk VAT Validator's prior written consent which shall not be unreasonably withheld. • FORCE MAJEURE Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, provided that Company including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the 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 third parties of equipment or services, and the party shall notify PickNik in writing be entitled to a reasonable extension of its obligations after notifying the other party of the breach within 30 days following performance nature and extent of the defective Services, specifying the breach in reasonable detail. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESsuch events.
Appears in 1 contract
Samples: bulkvatvalidator.com
Warranties. Each Party represents and Exaget warrants that the SDK materially conforms to the other Party 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 this warranty is ninety (90) days from the date of delivery or installation, whichever is earlier. Should the 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 has conforms with the Specification or revoke this license and give Developer full right, power, and authority to enter into this Agreement, to grant refund of 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the license fees paid by Company Developer for the portion use of the Services that did SDK. Exaget is not fulfill such warrantyresponsible for the operation of an external telecommunications operator or the operation or malfunctions of telecommunication links, public data network or public communications provided that Company shall notify PickNik in writing by the telecommunications operator. Notwithstanding the warranty provisions of the breach within 30 days following performance of above paragraph, Exaget shall have no warranty obligations if (i) Developer has used or is using the defective ServicesSDK in a manner or in such environment that does not conform to Exaget's written instructions or the provisions in the SDK documentation, specifying (ii) Developer or any third party has modified, or attempted to modify the breach in reasonable detailSDK, (iii) errors are caused by Developer’s software or hardware malfunctions or failures, or (iv) Developer has refused to implement any changes recommended by Exaget. EXCEPT EXAGET MAKES NO OTHER WARRANTIES. EXAGET DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SDK WILL MEET THE DEVELOPER’S REQUIREMENTS OR THAT THE SDK WILL OPERATE UNINTERRUPTED OR ERROR-FREE OR IN ALL COMBINATIONS SELECTED FOR THE USE. ESPECIALLY THERE ARE NO EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 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 "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, 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: www.exaget.com
Warranties. Each For the avoidance of doubt the Third Party represents Products and warrants to Serviced are provided by or through NMS and not Bank; accordingly, Merchant acknowledges and agrees that Bank will have absolutely no liability for the other performance or operation (or lack thereof) of any Third Party Products or Services. Additionally, Merchant acknowledges and agrees that it has the full rightNMS is only a reseller of, poweror referral source, for Third Party Products and Services, and authority as such, NMS shall not in any way be liable for the performance or operation (or lack thereof) of 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 terms and conditions pursuant to enter into this Agreement, which the Third Party Provider makes the applicable Third Party Products and Services available 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 any third party, including Intellectual Property Rights and other rights to privacyMerchant. In additionthe event that NMS resells any Third Party Products and Services to Merchant, PickNik warrants it will pass through any warranties made available to Company NMS by the applicable Third Party Provider that the Services will such Third Party Provider permits to be performed in a professional manner consistent with industry standards and will not purposefully include any code that contains any viruspassed through to Merchant. NEITHER NMS NOR BANK MAKES ANY WARRANTY, time-bombEXPRESS, trojan horseIMPLIED OR STATUTORY, or other such malicious code or any open source licensed under any “copy-left” type provisions without Company’s approvalWITH RESPECT TO THE THIRD PARTY PRODUCTS AND SERVICES AND EACH EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF TITLE, AVAILABILITY, RELIABILITY, USEFULNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE THIRD PARTY PRODUCTS AND SERVICES ARE BEING PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED BY OR THROUGH NMS (TO THE SERVICES EXTENT EVEN BEING PROVIDED THEREBY), AND NEITHER NMS NOR BANK WARRANTS THAT THEY WILL MEET MERCHANT’S REQUIREMENTS OR SOFTWAREBE UNINTERRUPTED, WHETHER EXPRESSTIMELY, IMPLIEDAVAILABLE, STATUTORYSECURE OR ERROR FREE, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING THAT ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE ERRORS WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESCORRECTED.
Appears in 1 contract
Warranties. Each Party represents and warrants to the other Party We warrant that it has the full right, power, and authority to enter into during an applicable subscription term (a) this Agreement, to grant the rights Order Forms and licenses granted hereunderthe Documentation will accurately describe the applicable administrative, physical, and to perform its obligations hereunder. Furthertechnical safeguards for protection of the security, Company represents confidentiality and warrants to PickNik that Company integrity of Your Data, (b) We will not provide any Company Data that infringesmaterially decrease the overall security of the Services, misappropriates, or otherwise violates the rights of any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that (c) the Services will be performed perform materially in a professional manner consistent accordance with industry standards the applicable Documentation, and (d) subject to the “Integration with Non-SPECIFI Applications” section above, We 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 approvalmaterially decrease the overall functionality of the Services. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for For any breach of this warrantya warranty above, re-perform Your exclusive remedies are those described in the Services which gave rise to the breach“Termination” and “Refund or Payment upon Termination” sections below. • EXCEPT AS EXPRESSLY PROVIDED HEREIN, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH NEITHER PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES OR SOFTWAREMAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, STATUTORY OR OTHERWISE, WITH RESPECT TO THIS AGREEMENTAND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF PURPOSE OR NON-INFRINGEMENT, WARRANTY OF TITLE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR BETA SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY KIND WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT INDEMNIFICATION OBLIGATIONS FOR ANY SPECIFIC END USER PURPOSES.HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS. Mutual Indemnification • Indemnification by Us. We will defend You against any claim, demand, 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. If We receive information about an infringement or misappropriation claim related to a Service, We 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, without 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. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-SPECIFI Application or Your use of the Services in violation of this Agreement, the Documentation or applicable Order Forms. • Indemnification by You. You will defend Us against any claim, demand, suit 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. • 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. Each Party represents and party warrants to the other Party that it has the full right, power, power and authority to enter into this Agreement, to grant Agreement and carry out the rights actions contemplated hereunder and licenses granted hereunder, that its entry into and to perform its obligations hereunder. Further, Company represents and warrants to PickNik that Company performance under this Agree- ment will not provide any Company Data that infringes, misappropriates, or otherwise violates knowingly infringe the rights of any third party or cause it to be in breach of any obligations to a third party. Service Provider warrants and undertakes only that it has the technical experience, including Intellectual Property Rights skills, and other rights resources to privacycarry out its obligations in accordance with the terms and conditions of this Agreement and that it shall perform its obligations hereunder with reasonable skill and care. In additionService Provider, PickNik warrants to Company its affiliates, employees, agents, suppliers, vendors, and distributors make no warranty of any kind, either expressed or implied, regarding the facilities, equipment, the quality, accuracy or validity of the data and/or information residing on or passing through its computers and interconnecting networks, or that the Services 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, uninterrupted or other such malicious code or any open source licensed under any “copy-left” type provisions without Company’s approvalerror free. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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. SERVICE PROVIDER MAKES NO WARRANTIES EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH AS PROVIDED IN THIS AGREEMENT, THE SOFTWARE SECTION AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL NO OTHER WARRANTIES RELATED TO THE SERVICES OR SOFTWARESHALL APPLY, WHETHER EXPRESS, EX- PRESS OR IMPLIED, STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MER- CHANTABILITY OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSEPURPOSE TO THE FULLEST EXTENT POSSIBLE BY LAW. PROPRIETARY RIGHTS. User acknowledges that it has no rights in the Proprietary Rights of Service Provider, WARRANTY Aeris, Cellemetry or any Participating Carrier involved with the delivery of Services. User will (i) defend, at its own expense, any suit or proceeding against Service Provider, Aeris, Cellemetry, or any Participating Carrier for the infringement of any patent or copyright by any services, systems, products, or parts deployed by or on behalf of User in combination and/or connection with the MicroBurst Service or Cellemetry Data Services, where the MicroBurst Service or Cellemetry Data Services would not be infringing without such combination and/or connection, and (ii) pay all damages and costs finally awarded against Cellemetry, Aeries, or any Participating Carrier because of the infringement. TERMINATION OF MERCHANTABILITYCOVERAGE AVAILABILITY. Service Provider shall provide User with at least 180 days notice in advance of the termination of MicroBurst Service or Cellemetry Data Service coverage availability in any geographic area where such coverage had previously been available. At the end of such 180-day period, WARRANTY OF NON-INFRINGEMENTunless Service Provider has rescinded such notice, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREEany geographic area described in such notice will no longer have the specified coverage. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESService Provider will use its best efforts to maintain MicroBurst Service and/or Cellemetry Data Service coverage throughout the geographic areas where the User is installing a cRTU and purchasing Services and will further use best efforts to replace any coverage that becomes unavailable for any reason.
Appears in 1 contract
Samples: Geonsite Network Services Agreement
Warranties. Each Party represents and warrants 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.111.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, 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. Each Party party represents and warrants to the other Party that it party that, to the best of its knowledge: (a) the signatory signing this Agreement on its behalf has the full right, power, and authority right to enter into 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 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 detailherein. 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 breach of the warranties contained in this Agreement, the sole and exclusive liability of the breaching party shall be to use commercially reasonable e"orts to promptly correct such breach. REGARDING THE ANALYTICS SERVICES, THE LEADS, MARKETING SERVICES ARE PROVIDED “AS IS”, “WHERE IS”. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENTSECTION, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH NEITHER PARTY HEREBY DISCLAIMS ALL MAKES ANY WARRANTIES RELATED TO THE SERVICES OR SOFTWAREOTHER, WHETHER EXPRESS, AND ALL IMPLIED, STATUTORY, STATUTORY OR OTHERWISE, WITH RESPECT OTHER WARRANTIES ARE DISCLAIMED TO THIS AGREEMENTTHE FULLEST EXTENT PERMITTED BY LAW, INCLUDING ANY WARRANTY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITYCOMPLIANCE WITH THE LAWS, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES BASED ON COURSE OF DEALING OR USAGE OF TRADE. ECHEZ DOES NOT GUARANTEE THAT THE SOFTWARE WILL INFORMATION PROVIDED BY THE CONSUMER IS ACCURATE OR COMPLETE, OR THE RESULTS TO BE ACHIEVED FROM THE LEADS, INCLUDING ANY SPECIFIC CUSTOMER CONVERSION RATES. COMPANY UNDERSTANDS AND ACCEPTS THAT LEADS AND CONTACT INFORMATION COLLECTED HAVE NOT BEEN SCREENED OR VALIDATED BY ECHEZ AND ARE NOT GUARANTEED TO BE ACCURATE OR ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, 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: Conditions of Services Agreement
Warranties. Each Party represents TAE warrants that all Goods and/or Services ordered pursuant to these Terms and warrants Conditions, will, (i) be of merchantable quality; (ii) be fit and sufficient for the purpose ordered; (iii) be free from defect in material and workmanship; (iv) comply with these Terms and Conditions; and (v) comply with all Commonwealth, State and local laws, regulations and orders applicable to the other Party that it has supply of 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, Goods or otherwise violates the rights of any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the portion performance of the Services (Warranties), in each case, for the Warranty Period of 12 calendar months, or such other period specified in the TAE Quotation (“Warranty Period”) from the date on which acceptance occurs in accordance with clause 14 of these Terms and Conditions. Written notice of any claim (a “Warranty Claim”) that did Goods and/or Services ordered pursuant to these Terms and Conditions do not fulfill such warranty, provided that Company shall notify PickNik comply with the Warranties must be given by the Customer promptly (and in writing of the breach any event within 30 days following performance of the defective date the Customer first becomes aware or should have become aware that the Goods and/or Services are properly the subject of a Warranty Claim) in accordance with clause 40. The Warranty Claim must provide sufficient details to enable the Goods and/or Services to be identified and must describe the nature and extent of the alleged non-compliance. TAE will, within 30 days after receipt of a notice issued by the Customer pursuant to this clause, evaluate the Warranty Claim and provide written notice to the Customer of its evaluation. In the event that the Customer disagrees with TAE’s evaluation of the Warranty Claim, the dispute shall be resolved in accordance with clause 32. The Warranties are in lieu of and exclude, to the maximum extent possible by law, all other warranties, express or implied, arising by operation of law or otherwise. The Warranties do not apply to the extent that the non-conformance is due to (i) normal wear and tear; (ii) the Goods and/or Services, specifying having been subject to neglect, accident, contamination, damage, misuse or improper installation, removal, maintenance or application by the breach Customer; or (iii) the Customer having altered, modified, repaired or attempted to correct a defect in reasonable detail. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESthe Goods and/or Services.
Appears in 1 contract
Samples: www.godirecttrade.com
Warranties. Each Party represents and warrants Xxxxxxxx’ warranties, including, without limitation, warranties with respect to the other Party that it has design, materials, workmanship, merchantability, fitness for purpose and performance of 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 full rightultimate consumer of the Products and shall not be enlarged, 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, diminished or otherwise violates the rights of altered or amended in any third party, including Intellectual Property Rights and other rights to privacymanner by Eternal Image. In addition, PickNik warrants to Company that the Services 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this Eternal Image shall make no representation regarding Xxxxxxxx’ warranty, re-perform if any, covering the Services which gave rise Products but shall refer its customers to the breachXxxxxxxx’ printed warranty standard in effect at that time, orif any. AS BETWEEN XXXXXXXX AND ETERNAL IMAGE, at PickNik’s optionEXCEPT AS EXPRESSLY PROVIDED HEREIN, refund the fees paid by Company for the portion of the Services that did not fulfill such warrantyXXXXXXXX DISCLAIMS ALL OTHER WARRANTIES, provided that Company shall notify PickNik in writing of the breach within 30 days following performance of the defective ServicesEXPRESS OR IMPLIED, specifying the breach in reasonable detail. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN FACT OR BY OPERATION OF LAW OR OTHERWISE, CONTAINED IN OR DERIVED FROM THIS AGREEMENT, ANY OF THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL EXHIBITS ATTACHED HERETO OR IN ANY OTHER MATERIALS, BROCHURES, PRESENTATIONS OR OTHER DOCUMENTS OR COMMUNICATIONS WHETHER ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES RELATED TO THE SERVICES OF MERCHANTABILITY OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY WARRANTY OF 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, WARRANTY OF MERCHANTABILITYEternal Image is fully vested and authorized, WARRANTY OF NON-INFRINGEMENTpursuant to exclusive licensing agreements, WARRANTY OF TITLEto commercially exploit on funeral products, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREEincluding 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. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESEternal 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. Each Party represents and 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 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Hardware Services will shall be performed in a professional manner consistent with industry standards good 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 approvalworkmanlike manner. PickNik shall, as its OETC's exclusive remedy and Contractor's sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, any Hardware Services warranty shall be for Contractor to re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 non-conforming Hardware Services, specifying the breach in reasonable detail. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH AS EXPRESSLY STATED BY CONTRACTOR IN THIS AGREEMENT, ANY APPLICABLE SOW, AMENDMENT OR EXHIBIT HERETO, ANY DELL WEBSITE OR DELIVERED WITH ANY PRODUCT, AND TO THE SOFTWARE MAXIMUM EXTENT PERMITTED BY LAW, CONTRACTOR (INCLUDING CONTRACTOR AFFILIATES, CONTRACTORS, AND SERVICES ARE PROVIDED “AS-IS” AGENTS, AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AND OFFICERS), ON BEHALF OF ITSELF AND ITS SUPPLIERS AND LICENSORS MAKES NO EXPRESS OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, IMPLIED WARRANTY WITH RESPECT TO THIS AGREEMENTANY OF THE PRODUCTS OR SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY (a) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITYPERFORMANCE, WARRANTY OF SUITABILITY, OR NON-INFRINGEMENT, WARRANTY ; (b) FOR ANY THIRD-PARTY PRODUCTS OR SERVICES; (c) FOR THE PERFORMANCE OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES RESULTS TO BE OBTAINED FROM ANY PRODUCTS OR SERVICES; OR (d) THAT THE SOFTWARE PRODUCTS OR SERVICES WILL OPERATE OR BE PROVIDED WITHOUT INTERRUPTION OR ERROR. PRODUCTS AND SERVICES ARE NOT FAULT-FREE. TOLERANT AND ARE NOT DESIGNED OR INTENDED FOR USE IN ADDITIONHAZARDOUS ENVIRONMENTS, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS ANY APPLICATION IN WHICH THE FAILURE OF THE PRODUCTS OR FINAL PRODUCTSERVICES COULD LEAD DIRECTLY TO DEATH, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWAREPERSONAL INJURY, OR SEVERE PHYSICAL OR PROPERTY DAMAGE (COLLECTIVELY, “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 ANY TECHNOLOGIES RESULTING FROM AUTHORIZED BY CONTRACTOR (INCLUDING INSTALLATION OR DE- INSTALLATION), USAGE NOT IN ACCORDANCE WITH THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND DOCUMENTATION, NORMAL WEAR AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE TEAR, OR USE OF PARTS AND COMPONENTS NOT SUPPLIED OR INTENDED FOR USE WITH THE SOFTWAREPRODUCTS OR HARDWARE SERVICES. ANY WARRANTY ON A THIRD-PARTY PRODUCT IS PROVIDED BY THE PUBLISHER, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWAREPROVIDER, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1ORIGINAL MANUFACTURER. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ALL THIRD-PARTY PRODUCTS ARE PROVIDED SOLELY BY CONTRACTOR “AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESIS.”
Appears in 1 contract
Samples: Extension Agreement
Warranties. Each Party represents and 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 Party 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 particular purpose. Participant understands that it has the full rightis getting access to information only and that NO RESULTS ARE GUARANTEED. COMPANY DOES NOT REPRESENT THAT THE PROGRAM OR COMPANY’S SERVICES WILL MEET PARTICIPANT’S REQUIREMENTS OR THAT THE OPERATION OF THE PROGRAM OR COMPANY’S SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. PARTICIPANT 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, powerAND PARTICIPANT HEREBY EXPRESSLY WAIVES, and authority to enter into this AgreementALL OTHER REPRESENTATIONS, to grant the rights and licenses granted hereunderCONDITIONS, and to perform its obligations hereunder. FurtherOR WARRANTIES, Company represents and warrants to PickNik that Company will not provide any Company Data that infringes, misappropriates, or otherwise violates the rights of any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORYINCLUDING WARRANTIES OF MERCHANTABILITY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, AND ANY CLAIMS ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE. PARTICIPANT MAY NOT MAKE ANY WARRANTY OF MERCHANTABILITYANY KIND, WARRANTY EXPRESS OR IMPLIED, ON BEHALF OF NONCOMPANY, ITS AFFILIATES OR THEIR RESPECTIVE THIRD-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS PARTY PROVIDERS OR WARRANTIES THAT LICENSORS TO ANY AUTHORIZED USER OR ANY OTHER PARTY IN CONNECTION WITH THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL PROGRAM OR COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR WITHOUT COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWAREEXPRESS PRIOR WRITTEN CONSENT. Non-Disparagement Participant agrees that they will not engage in any conduct or communications with a third party, BACKGROUND TECHNOLOGYpublic or private, OPEN SOURCE SOFTWAREdesigned to disparage Company. Neither Participant nor any of Participant’s associates, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONSemployees, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1agents, representatives, or 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. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICESParticipant further agrees that neither they nor anyone acting on their behalf will publish, SOFTWAREpost, BACKGROUND TECHNOLOGYor otherwise release any material in written or electronic format, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESmake 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. Each Party represents Tester warrants that the Feedback and warrants 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 Data do not provide infringe any Company Data that infringes, misappropriates, copyright or otherwise violates the rights trade secret of any third party, and that Xxxxxx has no knowledge of, and has not been put on notice of, any patent of any third party that may be infringed by the Feedback and Data (including Intellectual Property Rights and other rights any implementation thereof recommended by Tester). Tester warrants that Tester’s Feedback is not subject to privacyany 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. In additionTester warrants that it is not a competitor of SDS/2. THE PRE-RELEASE PRODUCTS, PickNik warrants to Company that the Services 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 CONFIDENTIAL INFORMATION AND ANY HARDWARE AND OTHER MATERIALS FURNISHED HEREUNDER ARE FURNISHED ON AN “copy-left” type provisions without Company’s approval. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-AS IS” BASIS, AND EACH PARTY HEREBY DISCLAIMS SDS/2 AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES RELATED TO THE SERVICES WARRANTIES, EXPRESS OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORYINCLUDING WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY AND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW, OR FROM A COURSE OF MERCHANTABILITY, WARRANTY DEALING OR USAGE OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREETRADE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND SDS/2 SPECIFICALLY DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, PRE-RELEASE PRODUCTS OR SERVICES OTHER MATERIALS PROVIDED BY SDS/2 WILL MEET TESTER'S REQUIREMENTS; WILL OPERATE IN ALL THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY TESTER; THAT THE OPERATION OR ANY TECHNOLOGIES RESULTING FROM OUTPUT OF THE SAME PRE-RELEASE PRODUCTS WILL BE FREE FROM SECURITY VULNERABILITIES ERROR-FRE, ACCURATE, RELIABLE, COMPLETE OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE UNINTERRUPTED; OR THAT ALL ERRORS OR DEFECTS IN THE PRE-RELEASE PRODUCTS WILL BE CORRECTED. NEITHER SDS/2 NOR ITS SUPPLIERS SHALL BE LIABLE FOR COMPANYANY DAMAGES WHATSOEVER ARISING FROM OR RELATING TO TESTER’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR INABILITY TO USE OF THE SOFTWAREPRE-RELEASE PRODUCTS, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, HARDWARE OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1OTHER MATERIALS. COMPANY HEREBY TESTER EXPRESSLY ACKNOWLEDGES THAT THE SERVICESPRE-RELEASE PRODUCTS HAVE NOT BEEN FULLY TESTED AND MAY CONTAIN DEFECTS OR DEFICIENCIES WHICH MAY NOT OR WILL NOT BE CORRECTED BY SDS/2, SOFTWARETHAT 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, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE SDS/2 SHALL HAVE NO OBLIGATION TO RELEASE ANY PRODUCT OR MAKE AVAILABLE ANY SERVICE BASED ON THE PRE- RELEASE PRODUCTS OR CONFIDENTIAL INFORMATION PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESHEREUNDER.
Appears in 1 contract
Samples: Release Products Testing Agreement
Warranties. Each Party represents Reseller warrants that during the initial term and warrants any renewal periods of this agreement, the Software will perform in accordance with the then current documentation provided License. Reseller's obligation and liability under this paragraph shall, however, be limited to the other Party replacement and correction of the Software so that it has will so perform. Reseller shall repair or replace any defects in 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services will be performed Software in a professional manner consistent with industry standards and will not purposefully include any code that contains any virustimely fashion. Defects in the Software are to be determined solely by Reseller. THE WARRANTIES CONTAINED HEREIN ARE IN LIEU OF ALL OTHER WARANTIES INCLUDING ANY EXPRESSED ON IMPLIED, time-bombRESELLER AND ITS SUPPLIER, trojan horseHYLAND SOFTWARE, or other such malicious code or any open source licensed under any “copy-left” type provisions without Company’s approvalINC. PickNik shallDISCLAIM ALL OTHER WARRANTIES, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warrantyEXPRESSED XX XXXLIED, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED INCLUDING BUT NOT LIMITED TO THE SERVICES OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY WARRANTY IMPLIED WARANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTY PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF MERCHANTABILITY, WARRANTY DEALING OR USAGE OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREETRADE. IN ADDITIONNO EVENT WILL RESELLER, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING HYLAND SOFTWARE, INC. OR FINAL PRODUCTITS DIRECT OR INDIRECT SUPPLIERS BE LIXXXX XOR ANY OTHER DAMAGES WHATSOEVER INCLUDING BUT NOT LIMITED TO, PICKNIK CANNOT AND DOES NOT WARRANT THAT DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR OTHER PECUNIARY LOSS ARISING OUT OF USE OR INABILITY TO USE THE SOFTWARE, BACKGROUND TECHNOLOGYEVEN IF RESELLER HAS BEN ADVISED OF TE POSSIBILITIES OF SUCH DAMAGES. Reseller, OPEN SOURCE SOFTWAREHyland Software, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWAREInc., BACKGROUND TECHNOLOGYand its suppliers are not responsible for xxx costs including, OPEN SOURCE SOFTWAREwithout limitation, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONSloss of business profits, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1business interruption, loss of business information, the cost of recovering such information, the cost of substitute Software, or claims by third parties, No oral or written information given by Reseller, its agents, or employees shall create a warranty, In no case shall any direct or indirect suppliers of Reseller bear any liability for any reason whatsoever and in no case shall Reseller's liability exceed the amount of the maintenance fee actually paid by License for the current renewal period. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICESNo modification or addition to this warranty is authorized unless it is set forth in writing, SOFTWAREreferences this software License Agreement, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESand is signed on behalf of Reseller by an authorized official.
Appears in 1 contract
Samples: Oem Agreement (Hyland Software Inc)
Warranties. Each Party party represents and warrants to the other Party party that to its actual knowledge at the Effective Date it has the has: full right, power, power and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunderunder this Agreement; taken all necessary actions and obtained all authorisations, licences, consents and approvals, to allow it to enter into this Agreement. Further, Company represents and warrants to PickNik that Company will UNSW does not provide any Company Data that infringes, misappropriates, warranties (express or otherwise violates implied) regarding the rights of any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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, accuracy or other such malicious code or any open source licensed under any “copy-left” type provisions without Company’s approval. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the portion reliability of the Services Confidential Information and the Recipient acknowledges UNSW excludes all liability for loss or damage that did not fulfill such warrantymay 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, provided except to seek an urgent injunction or declaration. If a party considers that Company shall notify PickNik a Dispute has arisen (Initiating Party), it must give notice in writing of the breach within 30 days following performance Dispute to the other party (Receiving Party), setting out reasonable particulars of the defective Servicesmatters in dispute (Dispute Notice). Within twenty (20) Business Days of the service of the Dispute Notice by the Initiating Party on the Receiving Party, specifying in the breach case of UNSW, the relevant Deputy Vice-Chancellor (or equivalent) or their delegate and in reasonable detailthe 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. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENTO ption – Dispute to be resolved through mediation If the Dispute is not resolved within twenty (20) Business Days after the Dispute is referred to Senior Representatives, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREEthe parties will endeavour to settle the Dispute by mediation administered by the Australian Disputes Centre (ADC) before having recourse to litigation. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1Where a Dispute is referred to mediation under clause 8.4 above: the mediation shall be conducted in accordance with the ADC Guidelines for Commercial Mediation operating at the time the matter is referred to ADC (Guidelines). COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESthe terms of the Guidelines are hereby deemed incorporated into this Agreement. this clause 8 shall survive termination of this Agreement.
Appears in 1 contract
Samples: Confidentiality Agreement
Warranties. Each Party represents and warrants Subject to the other Party limitations set forth below, in the event that it has the full right, power, and authority Equipment installed by Rhythms in connection with the provisioning of ESS service hereunder is determined to enter into be defective or otherwise becomes non-operational during the term of this Agreement, Rhythms will promptly deliver replacement Equipment to grant the rights and licenses granted hereunderCompany or affected remote access endpoint upon receipt of notice of a malfunction of the Equipment, and the Company agrees 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 cause the defective Services, specifying the breach in reasonable detailor non-operational Equipment to be promptly returned to Rhythms. EXCEPT FOR THE EXPRESS WARRANTIES AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES RHYTHMS MAKES NO WARRANTIES, EXPRESS OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENTTHE ESS SERVICE AND/OR THE EQUIPMENT. RHYTHMS SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES (INCLUDING, INCLUDING ANY WARRANTY WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTY ) OF MERCHANTABILITY, WARRANTY TITLE OR NONINFRINGEMENT OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR THIRD PARTY RIGHTS. THE WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1THIS AGREEMENT ARE IN LIEU OF ANY OTHER WARRANTY, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICESAny warranties provided by Rhythms under this Agreement shall not apply to any situation where (a) any ESS service, SOFTWAREEquipment or other service has been installed or serviced by anyone other than Rhythms or its authorized Rhythms Installers, BACKGROUND TECHNOLOGY(b) the Equipment has experienced neglect, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESmisuse 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. Except as expressly provided in this Agreement, this 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, privileges, causes of action or claims against Rhythms. The credit allowances available under, and provided in accordance with the provisions of, the 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. Each Party represents and Exaget warrants that the Software materially conforms to the other Party 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 this warranty is ninety (90) days from the date of delivery or installation, whichever is earlier. Should the 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 has conforms with the Specification or revoke this license and give Customer full right, power, and authority to enter into this Agreement, to grant refund of 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the license fees paid by Company Customer for the portion use of the Services that did Software. Exaget is not fulfill such warrantyresponsible for the operation of an external telecommunications operator or the operation or malfunctions of telecommunication links, public data network or public communications provided that Company by the telecommunications operator. The Software shall notify PickNik in writing not be considered materially dysfunctional if the Customer provides services upon the application. Notwithstanding the warranty provisions of the breach within 30 days following performance of above paragraph, Exaget shall have no warranty obligations if (i) Customer has used or is using the defective ServicesSoftware in a manner or in such environment that does not conform to Exaget's written instructions or the provisions in the Software documentation, specifying (ii) Customer or any third party has modified, or attempted to modify the breach in reasonable detailSoftware, (iii) errors are caused by Customer’s software or hardware malfunctions or failures, or (iv) Customer has refused to implement any changes recommended by Exaget. EXCEPT FOR EXAGET MAKES NO OTHER WARRANTIES. EXAGET DOES NOT WARRANT THAT THE EXPRESS WARRANTIES SET FORTH FUNCTIONS CONTAINED IN THIS AGREEMENT, THE SOFTWARE AND SERVICES WILL MEET THE CUSTOMER’S REQUIREMENTS OR THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE OR IN ALL COMBINATIONS SELECTED FOR USE. ESPECIALLY THERE ARE PROVIDED “AS-IS” AND EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES NO EXPRESS OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY 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 "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, 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: Personalised App License Terms
Warranties. Each Party party represents and warrants to the other Party that party that, as of the date hereof: (i) it has the full right, power, power and authority to enter into this execute and deliver the Agreement; (ii) the Agreement has been duly authorized and executed by an appropriate employee of such party; (iii) the Agreement is a legally valid and binding obligation of such party; and (iv) its execution, 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breach, or, at PickNik’s option, refund the fees paid by Company for the 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 delivery and/or performance of the defective ServicesAgreement does not conflict with any agreement, specifying the breach in reasonable detailunderstanding or document to which it is a party. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH VWORK WARRANTS THAT ANY AND ALL SERVICES PROVIDED BY IT HEREUNDER SHALL BE PERFORMED IN THIS AGREEMENTA PROFESSIONAL MANNER CONSISTENT WITH PREVAILING INDUSTRY STANDARDS, AND THAT THE SOFTWARE WILL PERFORM SUBSTANTIALLY IN MATERIAL ACCORDANCE WITH THE AGREEMENT AND SERVICES ARE APPLICABLE DOCUMENTATION PROVIDED “AS-IS” AND EACH PARTY HEREBY BY VWORK. CLIENT’S EXCLUSIVE REMEDY FOR ANY BREACH OF THESE WARRANTIES SHALL BE TO TERMINATE THE AGREEMENT FOR CAUSE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, VWORK DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES OTHER WARRANTIES, EXPRESS OR SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY, STATUTORY OR OTHERWISE, WITH RESPECT TO THIS AGREEMENTINCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENTINFRINGEMENT (EXCEPT FOR THE INFRINGEMENT INDEMNIFICATION PROVIDED HEREUNDER) AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS USAGE OR WARRANTIES TRADE PRACTICE. CLIENT UNDERSTANDS THAT THE SOFTWARE IS SOFTWARE-AS-A-SERVICE. ACCORDINGLY, SOFTWARE ENHANCEMENTS MAY BE MADE BY VWORK ON A PERIODIC BASIS, AND CLIENT WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT ONLY HAVE ACCESS TO THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE MOST RECENT VERSION OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, 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: Limited Subscription Agreement
Warranties. Each Party represents The Service Provider warrants that – it will assign a sufficient amount of suitably qualified and warrants skilled personnel to provide the other Party that it has Services in terms of this Agreement within the full right, power, and authority time frames specified by SARS from time 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 any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the time; all Medical Surveillance Services will be performed rendered by qualified and registered Occupational Health Practitioners and/or Occupational Medical Practitioners, as may be required in terms of applicable law; it will render the Services in accordance with the highest professional standards applicable in the industry; it will ensure that at all relevant times its equipment is properly maintained and in a professional manner consistent good working condition; it will comply with industry standards all legislation relating to registration or licensing by a regulatory authority, including the registration of personnel with the HPCSA, if applicable; it will ensure it and its personnel, agents and sub-contractors at all times comply with the Occupational Health and Safety Act, 1993 (Act No. 85 of 1993); it will comply with all legislation relating to the employment relationship between the Service Provider and its employees and warrants that it will not purposefully include commit any code that contains contraventions of the Basic Conditions of Employment Act, 1997 (Act No. 75 of 1997) or the Labour Relations Act, 1995 (Act No. 66 of 1965), any virus, timeother labour legislation or collective bargaining agreements and hereby fully indemnifies SARS against all legal consequences of any nature whatsoever which arise in connection with such non-bomb, trojan horsecompliance; it will take all reasonable precautions to preserve the integrity of the Confidential and Personal Information obtained in the exercise of its obligations and to prevent corruption, or other loss of such malicious code or any open source licensed under any “copy-left” type provisions without Company’s approval. PickNik shallinformation in the performance of its obligations in terms of this Agreement; it will implement and maintain appropriate information security safeguards to protect the Personal Information of SARS employees, as its sole obligation well as the Confidential Information of SARS; all employee files, records and Company’s sole reports will be complete and exclusive remedy for any breach adhere to professional quality standards; it will render the necessary disengagement assistance to SARS upon termination of this warranty, re-perform the Services which gave rise Agreement; it will familiarise itself with all SARS’s policies and procedures relevant to the breachServices; its personnel, oragents and sub-contractors will at all relevant times act in the utmost good faith; it is acting as a principal and not on behalf of an undisclosed principal in terms of this Agreement; this Agreement has been duly authorised and executed by it and constitutes a legal, at PickNik’s option, refund valid and binding set of obligations on it; and the fees paid by Company for the 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 execution and performance of the defective Servicesterms and conditions of this Agreement does not constitute a violation of any statute, specifying judgment, order, decree or regulation or rule of any court, competent authority or arbitrator or competent jurisdiction applicable or relating to the breach Service Provider, its assets or its business, or its memorandum, articles of association or any other documents or any binding obligation, contract or Agreement to which it is a party or by which it or its assets are bound. MISREPRESENTATION It is expressly agreed between the Parties that each warranty and representation given by the Service Provider in reasonable detail. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESthis Agreement is material to this Agreement and induced SARS to conclude this Agreement.
Appears in 1 contract
Samples: Services Agreement
Warranties. Each Party represents a) In accepting this Contract, Seller expressly warrants that all merchandise delivered shall be of the quality, quantity, size description, and dimension specified. Seller expressly warrants that theProducts or Services ordered (i) shall be merchantable, (ii) shall conform to this Contract to specifications, drawings, and other descriptions referenced in this Contract, and to any accepted samples, (iii) shall be free from defects in materials and workmanship, (iv) shall be free from defects in design unless the other Party design was supplied by Lotus, and (v) shall be fit and safe for the Lotus's intended purposes. b) Seller expressly warrants that it has clear title to the full rightProducts andthat the Products and Services shall be delivered free of liens and encumbrances. c) Seller expressly warrants that the Products are not adulterated or misbranded within the meaning of the Prevention of Food Adulteration Act, power1954 (the "Act")and the regulations issued thereunder or within the meaning of any applidefinition of "adulteration" and "misbranding" are substantially identical with those contained in the Act; and are not Products which may not under any federal, state or municipal Law, ordinance, regulationor order be introduced into commerce. d) Each of these warranties and any other warranties as may be prescribed by Law shall extend to Lotus, its successors, assigns, and authority to enter into this Agreement, to grant customers andto users of the rights Products and licenses granted hereunder, Services and to perform its obligations hereunder. Further, Company represents and warrants to PickNik that Company will not provide shall run through any Company Data that infringes, misappropriates, or otherwise violates expiration date stated on the rights of any third party, including Intellectual Property Rights and other rights to privacy. In addition, PickNik warrants to Company that the Services 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. PickNik shall, as its sole obligation and Company’s sole and exclusive remedy for any breach of this warranty, re-perform the Services which gave rise to the breachProducts, or, if no expiration date is stated, then for a period of one (1) year after delivery ("Warranty Period"). e) The Seller shall at PickNik’s option, refund his own expense and as soon as possible repair or replace all Products and/ or Services which are or become defective during the fees paid by Company for Warranty Period. In the portion event of the Services that did not fulfill Seller failing to repair or replace such warrantydefective Products and/ or Services, provided that Company shall notify PickNik in writing Lotus may get the same repaired or replaced from third party at the risk, cost andexpense of the Seller. Lotus's failure to give notice to the Seller of any breach within 30 days following performance shall not dischargeSeller's liability of the defective Services, specifying the breach in reasonable detail. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” 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 FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT, WARRANTY OF TITLE, AND PICKNIK MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE WILL BE ERROR-FREE. IN ADDITION, BECAUSE PICKNIK CANNOT CONTROL COMPANY’S NETWORKING OR FINAL PRODUCT, PICKNIK CANNOT AND DOES NOT WARRANT THAT THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME WILL BE FREE FROM SECURITY VULNERABILITIES OR MALWARE OF ANY KIND AND PICKNIK IS NOT RESPONSIBLE OR LIABLE FOR COMPANY’S USE OF ROBOT OPERATING SYSTEM SOFTWARE OR USE OF THE SOFTWARE, BACKGROUND TECHNOLOGY, OPEN SOURCE SOFTWARE, OR SERVICES OR ANY TECHNOLOGIES RESULTING FROM THE SAME IN ANY APPLICATIONS, EXCEPT FOR LIABILITIES EXPLICITLY SET FORTH IN SECTION 10.1. COMPANY HEREBY ACKNOWLEDGES THAT THE SERVICES, SOFTWARE, BACKGROUND TECHNOLOGY, AND OPEN SOURCE SOFTWARE ARE PROVIDED SOLELY AS THEY RELATE GENERALLY TO ROBOTIC THEORIES AND NOT FOR ANY SPECIFIC END USER PURPOSESsuch breach.
Appears in 1 contract
Samples: Purchase Contract Lotus
