Common use of DISCLAIMER; LIMITATIONS OF LIABILITY Clause in Contracts

DISCLAIMER; LIMITATIONS OF LIABILITY. (a) EACH ORDERED PRODUCT/SERVICE AND ALL TMG PROPRIETARY MATERIALS ARE PROVIDED ON AN “AS IS” BASIS. EXCEPT FOR EXPRESS WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, IF ANY, TMG DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS, ORAL, IMPLIED OR STATUTORY, WITH RESPECT TO ANY ORDERED PRODUCT/SERVICE OR ANY TMG PROPRIETARY MATERIAL, OR ANY THIRD-PARTY PRODUCTS, AND TMG HEREBY SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE ORDERED PRODUCTS/SERVICES, THE OTHER TMG PROPRIETARY MATERIALS AND ANY THIRD-PARTY PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF QUALITY, ACCURACY, COMPLETENESS, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING ANYTHING IN THE FOREGOING, (i) TMG DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT THE ORDERED PRODUCTS/SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR WILL FULFILL ANY PARTICULAR NEEDS OR PURPOSES; (ii) TMG DOES NOT PROVIDE ANY WARRANTY AGAINST INFRINGEMENT OR INTERFERENCE WITH ENJOYMENT; (iii) CLIENT ACKNOWLEDGES THAT THE OPERATION, USE OR PERFORMANCE OF THE ORDERED PRODUCTS/SERVICES ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, OMISSIONS, DELAYS AND LOSSES, INCLUDING INADVERTENT LOSS OR DISCLOSURE OF DATA OR DAMAGE TO MEDIA, WHICH MAY GIVE RISE TO LOSS OR DAMAGE, AND CLIENT AGREES THAT TMG SHALL NOT BE LIABLE IN ANY EVENT ON ACCOUNT OF ANY SUCH ERRORS, OMISSIONS, DELAYS, OR LOSSES; AND (iv) CLIENT ACKNOWLEDGES AND AGREES THAT NO STATEMENTS MADE IN ANY ADVERTISING MATERIALS OR ANY OTHER DOCUMENTATION (OTHER THAN STATEMENTS THAT ARE EXPRESSLY SET FORTH IN THIS AGREEMENT) HAVE FORMED A PART OF THE PARTIES’ AGREEMENT OR UNDERSTANDING, AND CLIENT IS NOT ENTITLED TO RELY ON SUCH STATEMENTS IN ADVERTISING OR OTHER DOCUMENTATION.

DISCLAIMER; LIMITATIONS OF LIABILITY. (a) EACH ORDERED PRODUCT/SERVICE AND ALL TMG PROPRIETARY MATERIALS ARE PROVIDED ON AN “AS IS” BASIS. EXCEPT FOR EXPRESS WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, IF ANY, TMG DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS, ORAL, IMPLIED OR STATUTORY, WITH RESPECT TO ANY ORDERED PRODUCT/SERVICE OR ANY TMG PROPRIETARY MATERIAL, OR ANY THIRD-PARTY PRODUCTS, AND TMG HEREBY SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE ORDERED PRODUCTS/SERVICES, THE OTHER TMG PROPRIETARY MATERIALS AND ANY THIRD-PARTY PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF QUALITY, ACCURACY, COMPLETENESS, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING ANYTHING IN THE FOREGOING, (i) TMG DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT THE ORDERED PRODUCTS/SERVICES WILL BE UNINTERRUPTED OR ERROR-ERROR- FREE OR WILL FULFILL ANY PARTICULAR NEEDS OR PURPOSES; (ii) TMG DOES NOT PROVIDE ANY WARRANTY AGAINST INFRINGEMENT OR INTERFERENCE WITH ENJOYMENT; (iii) CLIENT ACKNOWLEDGES THAT THE OPERATION, USE OR PERFORMANCE OF THE ORDERED PRODUCTS/SERVICES ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, OMISSIONS, DELAYS AND LOSSES, INCLUDING INADVERTENT LOSS OR DISCLOSURE OF DATA OR DAMAGE TO MEDIA, WHICH MAY GIVE RISE TO LOSS OR DAMAGE, AND CLIENT AGREES THAT TMG SHALL NOT BE LIABLE IN ANY EVENT ON ACCOUNT OF ANY SUCH ERRORS, OMISSIONS, DELAYS, OR LOSSES; AND (iv) CLIENT ACKNOWLEDGES AND AGREES THAT NO STATEMENTS MADE IN ANY ADVERTISING MATERIALS OR ANY OTHER DOCUMENTATION (OTHER THAN STATEMENTS THAT ARE EXPRESSLY SET FORTH IN THIS AGREEMENT) HAVE FORMED A PART OF THE PARTIES’ AGREEMENT OR UNDERSTANDING, AND CLIENT IS NOT ENTITLED TO RELY ON SUCH STATEMENTS IN ADVERTISING OR OTHER DOCUMENTATION.

DISCLAIMER; LIMITATIONS OF LIABILITY. (a) EACH ORDERED PRODUCT/SERVICE AND ALL TMG PROPRIETARY MATERIALS ARE PROVIDED ON AN “EXCEPT AS IS” BASIS. EXCEPT FOR EXPRESS WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENTHEREIN SPHERIS AND ITS LICENSORS HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, IF ANYINCLUDING WARRANTIES OF MERCHANTABILITY, TMG DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS, ORAL, IMPLIED OR STATUTORY, WITH RESPECT TO ANY ORDERED PRODUCT/SERVICE OR ANY TMG PROPRIETARY MATERIAL, OR ANY THIRD-PARTY PRODUCTSFITNESS FOR A PARTICULAR USE, AND TMG HEREBY SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, NONINFRINGEMENT WITH RESPECT TO THE ORDERED PRODUCTS/SERVICES, EQUIPMENT AND SERVICES PROVIDED UNDER THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER TMG PROPRIETARY MATERIALS AND ANY THIRD-PARTY PRODUCTSFOR INCIDENTAL, INCLUDINGCONSEQUENTIAL, BUT NOT LIMITED TOINDIRECT, ANY WARRANTIES OF QUALITYPUNITIVE, ACCURACYEXPECTATION, COMPLETENESS, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SPECIAL DAMAGES EVEN IF SPHERIS OR ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING ANYTHING IN THE FOREGOING, (i) TMG DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT THE ORDERED PRODUCTS/SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR WILL FULFILL ANY PARTICULAR NEEDS OR PURPOSES; (ii) TMG DOES NOT PROVIDE ANY WARRANTY AGAINST INFRINGEMENT OR INTERFERENCE WITH ENJOYMENT; (iii) CLIENT ACKNOWLEDGES THAT THE OPERATION, USE OR PERFORMANCE ITS LICENSORS HAVE BEEN ADVISED OF THE ORDERED PRODUCTSPOSSIBILITY OF SUCH DAMAGES. SPHERIS’ AND ITS LICENSORS AGGREGATE LIABILITY TO CLIENT AND/OR ANY FACILITY UNDER THIS AGREEMENT AND WITH RESPECT TO SERVICES ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORSFURNISHED HEREUNDER (WHETHER UNDER CONTRACT, OMISSIONS, DELAYS AND LOSSES, INCLUDING INADVERTENT LOSS OR DISCLOSURE OF DATA OR DAMAGE TO MEDIA, WHICH MAY GIVE RISE TO LOSS OR DAMAGE, AND CLIENT AGREES THAT TMG SHALL NOT BE LIABLE IN ANY EVENT ON ACCOUNT OF ANY SUCH ERRORS, OMISSIONS, DELAYS, OR LOSSES; AND (iv) CLIENT ACKNOWLEDGES AND AGREES THAT NO STATEMENTS MADE IN ANY ADVERTISING MATERIALS TORT OR ANY OTHER DOCUMENTATION THEORY OF LAW OR EQUITY) SHALL NOT EXCEED, UNDER ANY CIRCUMSTANCES, ONE MILLION DOLLARS ($1,000,000) PER OCCURRENCE/FIVE MILLION DOLLARS ($5,000,000) AGGREGATE INSURANCE COVERAGE. CLIENT AND FACILITY ACKNOWLEDGE THAT SPHERIS’ OBLIGATIONS UNDER THIS AGREEMENT ARE FOR THE BENEFIT OF CLIENT AND ITS FACILITIES ONLY. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER THAN STATEMENTS THAT ARE EXPRESSLY SET FORTH PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE FOREGOING LIMITATION OF LIABILITY REPRESENTS THE ALLOCATION OF RISK OF FAILURE BETWEEN THE PARTIES AS REFLECTED IN THIS AGREEMENT) HAVE FORMED A PART THE PRICING HEREUNDER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES’ AGREEMENT OR UNDERSTANDING, AND CLIENT IS NOT ENTITLED TO RELY ON SUCH STATEMENTS IN ADVERTISING OR OTHER DOCUMENTATION.