Disclaimers and Limitations. a. THE WARRANTIES, RIGHTS AND REMEDIES SET FORTH IN PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES, RIGHTS AND REMEDIES PROVIDED TO BUYER WITH RESPECT TO PRODUCTS AND SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, IN RELATION TO ANY PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, COMPATIBILITY OR INTEROPERABILITY WITH OTHER PRODUCTS, ACCURACY, PERFORMANCE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE. EXCEPT FOR THE LIABILITIES AND OBLIGATIONS IMPOSED ON SELLER UNDER PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE, NEITHER SELLER NOR ANY OTHER IDEX OPTICAL TECHNOLOGIES UNIT SHALL HAVE ANY LIABILITY OR OBLIGATION TO BUYER IN CONNECTION WITH THE FAILURE, IMPROPER PERFORMANCE, MALFUNCTION, INACCURACY OR NON-CONFORMANCE OF, OR ANY DEFECT OR DEFICIENCY IN, ANY PRODUCT OR SERVICE. b. Seller does not make, agree to or undertake, and does not authorize Buyer or any other person or entity to make, agree to or undertake in the name or on behalf of Seller and/or another IDEX Optical Technologies Unit, any warranty, liability, obligation, right or remedy with respect to any Product or Service other than the express warranties, liabilities, obligations, rights and remedies set forth in Paragraphs 10 (Limited Warranty - Products) and 11 (Limited Warranty - Services) above. c. Statements and data relating to Products and Services on website and in promotional, marketing and technical literature and materials of Seller and/or another IDEX Optical Technologies Unit are not warranties. Statements and data that Seller and/or another IDEX Optical Technologies Unit may provide concerning performance of Products are not intended to define the performance of any Product under actual conditions or for specific uses and applications, and should not be relied upon by Buyer and its customers in determining the fitness, suitability or appropriateness of Products for specific purposes and applications. Neither Seller nor any other IDEX Optical Technologies Unit guarantees or warrants the fitness, suitability or appropriateness of any Product for any specific purpose or application, and neither Seller nor any other IDEX Optical Technologies Unit shall have any liability or obligation if a Product is used for an application for which it is not fit, suited or appropriate. Buyer and its customers will have the sole responsibility for determining the fitness, suitability and appropriateness of Products for specific purposes and applications. Without in any way limiting the forgoing, Buyer and its customers assume all risks associated with the use of Products and
Appears in 4 contracts
Samples: Terms and Conditions of Sale, Terms and Conditions of Sale, Terms and Conditions of Sale
Disclaimers and Limitations. a. THE WARRANTIESManager agrees that Formidium Parties will not be responsible for any Loss of any Fund, RIGHTS Fund investor or Fund beneficial owner resulting from: (i) inaccuracies or deficiencies in Materials provided by Manager; (ii) Manager’s failure to comply with all applicable laws concerning its provision of Materials to Formidium, including but not limited to Manager’s failure to comply with any and all provision of the Adviser’s Act; or (iii) Manager’s failure to provide and maintain accurate information through the Marketplace. FORMIDIUM SPECIFICALLY DISCLAIMS ANY AND REMEDIES SET FORTH IN PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIESALL WARRANTIES OF ANY KIND, RIGHTS AND REMEDIES PROVIDED TO BUYER WITH RESPECT TO PRODUCTS AND SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, WHETHER EXPRESS, STATUTORY IMPLIED OR IMPLIEDSTATUTORY, WITH REGARD TO THE MARKETPLACE, MATERIALS AND CONTENT, INCLUDING ANY WARRANTIES OF NON- INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY. MANAGER WILL BE SOLELY RESPONSIBLE FOR MATERIALS PROVIDED BY MANAGER OR ANY THIRD-PARTY ON BEHALF OF MANAGER, AND SELLER DISCLAIMS ALL OTHER WARRANTIESFORMIDIUM MAKES NO REPRESENTATIONS OR WARRANTIES AS TO, RIGHTS AND REMEDIESIS NOT RESPONSIBLE FOR SUCH ITEMS. FORMIDIUM PARTIES WILL NOT BE LIABLE TO MANAGER, EXPRESSANY FUND OR ANY FUND INVESTOR FOR ANY SPECIAL, STATUTORY INCIDENTAL, INDIRECT OR IMPLIEDCONSEQUENTIAL DAMAGES ARISING OUT OF MATERIALS PROVIDED BY MANAGER (HOWEVER ARISING, IN RELATION TO ANY PRODUCTS OR SERVICESINCLUDING NEGLIGENCE), INCLUDING, WITHOUT LIMITATIONBY WAY OF EXAMPLE, ANY IMPLIED WARRANTIES WITH RESPECT TO MERCHANTABILITYLOST REVENUE, FITNESS FOR ANY PARTICULAR PURPOSELOST PROFITS, COMPATIBILITY OR INTEROPERABILITY WITH OTHER PRODUCTSBUSINESS INTERRUPTION, ACCURACY, PERFORMANCE AND NON-INFRINGEMENTCOST OF REPLACEMENT MARKETPLACES, AND ANY WARRANTIES ARISING FROM ANY COURSE INJURY TO REPUTATION, EVEN IF FORMIDIUM HAS BEEN ADVISED OF DEALINGTHE POSSIBILITY OF SUCH DAMAGES. The provisions of this Section 4 shall apply to the fullest extent permitted by law. For purposes of these Terms, USAGE OR TRADE PRACTICE. EXCEPT FOR THE LIABILITIES AND OBLIGATIONS IMPOSED ON SELLER UNDER PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE“Loss” means damages, NEITHER SELLER NOR ANY OTHER IDEX OPTICAL TECHNOLOGIES UNIT SHALL HAVE ANY LIABILITY OR OBLIGATION TO BUYER IN CONNECTION WITH THE FAILURE, IMPROPER PERFORMANCE, MALFUNCTION, INACCURACY OR NON-CONFORMANCE OF, OR ANY DEFECT OR DEFICIENCY IN, ANY PRODUCT OR SERVICE.
b. Seller does not make, agree to or undertake, and does not authorize Buyer or any other person or entity to make, agree to or undertake in the name or on behalf of Seller and/or another IDEX Optical Technologies Unit, any warranty, liability, obligation, right or remedy with respect to any Product or Service other than the express warrantiesclaims, liabilities, obligationslosses, rights awards, judgments, penalties, third party claims, interest, costs and remedies set forth expenses, including reasonable attorneys' fees, whether arising under any legal theory including, but not limited to claims sounding in Paragraphs 10 tort (Limited Warranty - Products) such as for negligence, misrepresentation or otherwise), contract (whether express or implied), by statute, or otherwise, claims seeking any kind of damages and 11 (Limited Warranty - Services) aboveclaims seeking to apply any standard of liability such as breach of contract, negligence, statutory violation or otherwise. For the avoidance of doubt, multiple claims arising out of or based upon the same act, error or omission, or series of continuous, interrelated or repeated acts, errors or omissions shall be considered a single Loss.
c. Statements and data relating to Products and Services on website and in promotional, marketing and technical literature and materials of Seller and/or another IDEX Optical Technologies Unit are not warranties. Statements and data that Seller and/or another IDEX Optical Technologies Unit may provide concerning performance of Products are not intended to define the performance of any Product under actual conditions or for specific uses and applications, and should not be relied upon by Buyer and its customers in determining the fitness, suitability or appropriateness of Products for specific purposes and applications. Neither Seller nor any other IDEX Optical Technologies Unit guarantees or warrants the fitness, suitability or appropriateness of any Product for any specific purpose or application, and neither Seller nor any other IDEX Optical Technologies Unit shall have any liability or obligation if a Product is used for an application for which it is not fit, suited or appropriate. Buyer and its customers will have the sole responsibility for determining the fitness, suitability and appropriateness of Products for specific purposes and applications. Without in any way limiting the forgoing, Buyer and its customers assume all risks associated with the use of Products and
Appears in 3 contracts
Samples: User Agreement, User Agreement, User Agreement
Disclaimers and Limitations. a. 9.3.1 SUBJECT TO THE WARRANTIES, RIGHTS AND REMEDIES WARRANTIES SET FORTH IN PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE SECTION 9.2, THE RIGHTS TO THE LICENSED IP RIGHTS GRANTED HEREUNDER ARE THE SOLE AND EXCLUSIVE WARRANTIES, RIGHTS AND REMEDIES PROVIDED TO BUYER ARTELO ON AN "AS IS" BASIS IN ALL OTHER RESPECTS.
9.3.2 EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS ARTICLE 9, NEOMED DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCTS AND SERVICES AND ARE IN LIEU THE SUBJECT MATTER OF ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, IN RELATION TO ANY PRODUCTS OR SERVICESTHIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES WITH RESPECT TO OF MERCHANTABILITY, FITNESS FOR ANY A PARTICULAR USE OR PURPOSE, COMPATIBILITY OR INTEROPERABILITY WITH OTHER PRODUCTS, ACCURACY, PERFORMANCE AND NON-INFRINGEMENT, INFRINGEMENT AND ANY WARRANTIES WARRANTY ARISING FROM ANY OUT OF PRIOR COURSE OF DEALING, DEALING AND/OR USAGE OR TRADE PRACTICEOF TRADE. EXCEPT FOR THE LIABILITIES AND OBLIGATIONS IMPOSED ON SELLER UNDER PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE, NEITHER SELLER NOR ANY OTHER IDEX OPTICAL TECHNOLOGIES UNIT SHALL HAVE ANY LIABILITY OR OBLIGATION TO BUYER IN CONNECTION WITH THE FAILURE, IMPROPER PERFORMANCE, MALFUNCTION, INACCURACY OR NON-CONFORMANCE OF, OR ANY DEFECT OR DEFICIENCY IN, ANY PRODUCT OR SERVICE.
b. Seller does not make, agree to or undertake, [***] Certain information in this document has been omitted and does not authorize Buyer or any other person or entity to make, agree to or undertake in filed separately with the name or on behalf of Seller and/or another IDEX Optical Technologies Unit, any warranty, liability, obligation, right or remedy Securities and Exchange Commission. Confidential treatment has been requested with respect to any Product or Service other than the express warranties, liabilities, obligations, rights and remedies set forth in Paragraphs 10 (Limited Warranty - Products) and 11 (Limited Warranty - Services) aboveomitted portions.
c. Statements and data relating to Products and Services on website and in promotional9.3.3 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, marketing and technical literature and materials of Seller and/or another IDEX Optical Technologies Unit are not warrantiesNEOMED SPECIFICALLY DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS EXPRESS OR IMPLIED, CONCERNING THE LICENSED IP RIGHTS OR OF THE COMPOUND OR PRODUCT OR THE SCOPE OF THE LICENSED PATENT RIGHTS. Statements and data that Seller and/or another IDEX Optical Technologies Unit may provide concerning performance of Products are not intended to define the performance of any Product under actual conditions or for specific uses and applicationsNEOMED MAKES NO REPRESENTATIONS, and should not be relied upon by Buyer and its customers in determining the fitnessEXTENDS NO WARRANTIES, suitability or appropriateness of Products for specific purposes and applicationsEXPRESS OR IMPLIED, AND ASSUMES NO LIABILITIES OR RESPONSIBILITIES WITH RESPECT TO THE USE, SALE OR OTHER DISPOSITION BY ARTELO, ITS AFFILIATES, ITS SUB-LICENSEES, ASSIGNEES OR END USERS OF THE COMPOUND OR THE PRODUCT MANUFACTURED OR DEVELOPED USING THE LICENSED IP RIGHTS. Neither Seller nor any other IDEX Optical Technologies Unit guarantees or warrants the fitnessIN NO EVENT SHALL NEOMED BE LIABLE FOR ANY DIRECT, suitability or appropriateness of any Product for any specific purpose or applicationINDIRECT, and neither Seller nor any other IDEX Optical Technologies Unit shall have any liability or obligation if a Product is used for an application for which it is not fitINCIDENTAL, suited or appropriate. Buyer and its customers will have the sole responsibility for determining the fitnessSPECIAL OR CONSEQUENTIAL DAMAGES, suitability and appropriateness of Products for specific purposes and applications. Without in any way limiting the forgoingINCLUDING LOSS OF PROFITS, Buyer and its customers assume all risks associated with the use of Products andREVENUE, DATA OR USE, INCURRED BY ARTELO, ITS AFFILAITES, OR THE SUBLICENSEES OR BY ANY OTHER PERSON, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING UNDER THIS AGREEMENT OR IN RELATION WITH THE LICENSED IP RIGHTS, THE COMPOUND OR THE PRODUCT, EVEN IF NEOMED OR ANY THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Appears in 3 contracts
Samples: Material and Data Transfer, Option and License Agreement, Material and Data Transfer, Option and License Agreement (Artelo Biosciences, Inc.), Material and Data Transfer, Option and License Agreement (Artelo Biosciences, Inc.)
Disclaimers and Limitations. a. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT:
10.1 EXCEPT FOR AMOUNTS DUE BY CUSTOMER IN THE ORDINARY COURSE, THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE PROVISION OF HOSTED SERVICES TO CUSTOMER, REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY (WHETHER IN CONTRACT, TORT, OR OTHERWISE), SHALL NOT EXCEED USD $200,000, PROVIDED, HOWEVER, THAT THE FOREGOING LIMIT WILL NOT APPLY TO LIABILITIES ARISING UNDER SECTION 8, ARISING AS RESULT OF A PARTY’S GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT;
10.2 NAVITAIRE HEREBY DISCLAIMS AND EXCLUDES ALL WARRANTIES, RIGHTS AND REMEDIES SET FORTH IN PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES, RIGHTS AND REMEDIES PROVIDED TO BUYER WITH RESPECT TO PRODUCTS AND SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY EXPRESS OR IMPLIED, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, IN RELATION TO ANY PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES WITH RESPECT TO WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY A PARTICULAR PURPOSE, COMPATIBILITY OR INTEROPERABILITY WITH OTHER PRODUCTS, ACCURACY, PERFORMANCE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE. EXCEPT FOR THE LIABILITIES AND OBLIGATIONS IMPOSED ON SELLER UNDER PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE, NEITHER SELLER NOR ANY OTHER IDEX OPTICAL TECHNOLOGIES UNIT SHALL HAVE ANY LIABILITY OR OBLIGATION TO BUYER IN CONNECTION WITH THE FAILURE, IMPROPER PERFORMANCE, MALFUNCTION, INACCURACY OR NON-CONFORMANCE OFINFRINGEMENT OF THIRD PARTY RIGHTS BASED ON THE USE OR POSSESSION OF ANY PRODUCT, SERVICE OR RELATED MATERIALS PROVIDED UNDER THIS AGREEMENT BY NAVITAIRE; NAVITAIRE HEREBY DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS BASED ON THE USE OR POSSESSION OF ANY DEFECT PRODUCT, SERVICE OR DEFICIENCY IN, ANY PRODUCT OR SERVICERELATED MATERIALS PROVIDED UNDER THIS AGREEMENT BY NAVITAIRE. THE FOREGOING SHALL NOT LIMIT THE APPLICABILITY OF ARTICLE 8.
b. Seller does 10.3 NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY EXEMPLARY, SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND
10.4 IT IS AGREED THAT THERE ARE NO INTENDED THIRD PARTY BENEFICIARIES OF THIS AGREEMENT.
10.5 THE LIMITATIONS SET FORTH IN SECTIONS 10.1, 10.2 AND 10.3 ABOVE SHALL NOT APPLY TO LIABILITY FOR DEATH, PERSONAL INJURY OR DAMAGE TO TANGIBLE PERSONAL PROPERTY.
10.6 At all times during the term of this Agreement, each party will carry and maintain in full force and effect comprehensive general liability insurance for bodily injury including personal injury and property damage and automobile liability coverage for owned and non owned vehicles with a combined single limit of liability of not makeless than two million dollars ($2,000,000). Prior to the commencement of performance under this Agreement, each party agree to or undertakefurnish to the other with certificates evidencing that such party has the insurance required under this provision. Neither party is required to obtain insurance for the benefit of the other party, and does each party shall pay all costs and receive all benefits under policies arranged by it. Each party waives rights of subrogation it may otherwise have regarding the other party’s insurance policies, including but not authorize Buyer or any other person or entity limited to makeproperty insurance, agree to or undertake in the name or on behalf of Seller and/or another IDEX Optical Technologies Unit, any warranty, liability, obligation, right or remedy with respect to any Product or Service other than the express warranties, liabilities, obligations, rights and remedies set forth in Paragraphs 10 (Limited Warranty - Products) and 11 (Limited Warranty - Services) above.
c. Statements and data relating to Products and Services on website and in promotional, marketing and technical literature and materials of Seller and/or another IDEX Optical Technologies Unit are not warranties. Statements and data that Seller and/or another IDEX Optical Technologies Unit may provide concerning performance of Products are not intended to define the performance of any Product under actual conditions or for specific uses and applicationsbusiness interruption insurance, and should not be relied upon by Buyer and its customers in determining the fitnessother first-party insurance THE FOREGOING STATES THE ENTIRE LIABILITY OF EACH OF NAVITAIRE AND CUSTOMER WITH REGARD TO THIS AGREEMENT AND THE PROVISION OF HOSTED SERVICES HEREUNDER. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION 10 ARE A FUNDAMENTAL PART OF THE BASIS OF NAVITAIRE AND CUSTOMER’S BARGAIN HEREUNDER, suitability or appropriateness of Products for specific purposes and applications. Neither Seller nor any other IDEX Optical Technologies Unit guarantees or warrants the fitness, suitability or appropriateness of any Product for any specific purpose or application, and neither Seller nor any other IDEX Optical Technologies Unit shall have any liability or obligation if a Product is used for an application for which it is not fit, suited or appropriate. Buyer and its customers will have the sole responsibility for determining the fitness, suitability and appropriateness of Products for specific purposes and applications. Without in any way limiting the forgoing, Buyer and its customers assume all risks associated with the use of Products andAND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONS.
Appears in 2 contracts
Samples: Hosted Services Agreement (Spirit Airlines, Inc.), Hosted Services Agreement (Spirit Airlines, Inc.)
Disclaimers and Limitations. a. THE WARRANTIESSOFTWARE PACKAGE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, RIGHTS AND REMEDIES SET FORTH IN PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES, RIGHTS AND REMEDIES PROVIDED TO BUYER WITH RESPECT TO PRODUCTS AND SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY EITHER EXPRESSED OR IMPLIED, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, IN RELATION TO ANY PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY THE IMPLIED WARRANTIES WITH RESPECT TO OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR ANY A PARTICULAR PURPOSE, COMPATIBILITY OR INTEROPERABILITY WITH OTHER PRODUCTS, ACCURACY, PERFORMANCE AND NON-INFRINGEMENT, . IT&S DISCLAIMS RESPONSIBILITY AND ANY WARRANTIES LIABILITY FOR ANY ERRORS IN THE SOFTWARE PACKAGE AND ANY CONSEQUENCES, DECISIONS, JUDGMENTS OR RESULTS ATTRIBUTABLE TO OR RELATED TO ANY USES OF THE SOFTWARE PACKAGE. IN NO EVENT WILL IT&S BE LIABLE TO CUSTOMER FOR ANY FINES, PENALTIES, DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM OUT OF THE USE OR INABILITY TO USE THE SOFTWARE PACKAGE EVEN IF IT&S HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY COURSE CLAIM BY ANY OTHER PARTY. IT&S DOES NOT WARRANT THAT THE SOFTWARE PACKAGE WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF DEALINGTHE SOFTWARE PACKAGE WILL BE UNINTERRUPTED OR WITHOUT ERROR. CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE PACKAGE HAS NOT BEEN DEVELOPED ACCORDING TO CUSTOMER’S SPECIFICATIONS AND HAS NOT OTHERWISE BEEN CUSTOM-MADE FOR CUSTOMER. CUSTOMER ACKNOWLEDGES THAT IN THE EVENT OF A FAILURE OF THE SOFTWARE PACKAGE, USAGE OR TRADE PRACTICE. CUSTOMER SHALL BE LEFT WITHOUT REMEDY AGAINST IT&S. CUSTOMER ALSO ACKNOWLEDGES THAT EXCEPT FOR THE LIABILITIES LIMITATIONS OF REMEDIES AND OBLIGATIONS IMPOSED ON SELLER UNDER PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVEWARRANTIES CONTAINED IN THIS AMENDMENT, NEITHER SELLER NOR ANY OTHER IDEX OPTICAL TECHNOLOGIES UNIT SHALL HAVE ANY LIABILITY OR OBLIGATION IT&S WOULD NOT PROVIDE THE SOFTWARE PACKAGE TO BUYER IN CONNECTION WITH THE FAILURE, IMPROPER PERFORMANCE, MALFUNCTION, INACCURACY OR NON-CONFORMANCE OF, OR ANY DEFECT OR DEFICIENCY IN, ANY PRODUCT OR SERVICECUSTOMER.
b. Seller does not make, agree to or undertake, and does not authorize Buyer or any other person or entity to make, agree to or undertake in the name or on behalf of Seller and/or another IDEX Optical Technologies Unit, any warranty, liability, obligation, right or remedy with respect to any Product or Service other than the express warranties, liabilities, obligations, rights and remedies set forth in Paragraphs 10 (Limited Warranty - Products) and 11 (Limited Warranty - Services) above.
c. Statements and data relating to Products and Services on website and in promotional, marketing and technical literature and materials of Seller and/or another IDEX Optical Technologies Unit are not warranties. Statements and data that Seller and/or another IDEX Optical Technologies Unit may provide concerning performance of Products are not intended to define the performance of any Product under actual conditions or for specific uses and applications, and should not be relied upon by Buyer and its customers in determining the fitness, suitability or appropriateness of Products for specific purposes and applications. Neither Seller nor any other IDEX Optical Technologies Unit guarantees or warrants the fitness, suitability or appropriateness of any Product for any specific purpose or application, and neither Seller nor any other IDEX Optical Technologies Unit shall have any liability or obligation if a Product is used for an application for which it is not fit, suited or appropriate. Buyer and its customers will have the sole responsibility for determining the fitness, suitability and appropriateness of Products for specific purposes and applications. Without in any way limiting the forgoing, Buyer and its customers assume all risks associated with the use of Products and
Appears in 2 contracts
Samples: Computer and Data Processing Services Agreement (Lawton Surgery Investment Company, LLC), Computer and Data Processing Services Agreement (NPMC Holdings, LLC)
Disclaimers and Limitations. a. THE WARRANTIES, RIGHTS AND REMEDIES SET FORTH IN PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES, RIGHTS AND REMEDIES PROVIDED TO BUYER WITH RESPECT TO PRODUCTS AND SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, IN RELATION TO ANY PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, COMPATIBILITY OR INTEROPERABILITY WITH OTHER PRODUCTS, ACCURACY, PERFORMANCE AND NON-NON- INFRINGEMENT, AND ANY WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE. EXCEPT FOR THE LIABILITIES AND OBLIGATIONS IMPOSED ON SELLER UNDER PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE, NEITHER SELLER NOR ANY OTHER IDEX OPTICAL TECHNOLOGIES XXXX/JUN-AIR UNIT SHALL HAVE ANY LIABILITY OR OBLIGATION TO BUYER IN CONNECTION WITH THE FAILURE, IMPROPER PERFORMANCE, MALFUNCTION, INACCURACY OR NON-CONFORMANCE OF, OR ANY DEFECT OR DEFICIENCY IN, ANY PRODUCT OR SERVICE.
b. Seller does not make, agree to or undertake, and does not authorize Buyer or any other person or entity to make, agree to or undertake in the name or on behalf of Seller and/or another IDEX Optical Technologies Xxxx/JUN-AIR Unit, any warranty, liability, obligation, right or remedy with respect to any Product or Service other than the express warranties, liabilities, obligations, rights and remedies set forth in Paragraphs 10 (Limited Warranty - Products) and 11 (Limited Warranty - Services) above.to
c. Statements and data relating to Products and Services on website and in promotional, marketing and technical literature and materials of Seller and/or another IDEX Optical Technologies Xxxx/JUN-AIR Unit are not warranties. Statements and data that Seller and/or another IDEX Optical Technologies Xxxx/JUN-AIR Unit may provide concerning performance of Products are not intended to define the performance of any Product under actual conditions or for specific uses and applications, and should not be relied upon by Buyer and its customers in determining the fitness, suitability or appropriateness of Products for specific purposes and applications. Neither Seller nor any other IDEX Optical Technologies Xxxx/JUN-AIR Unit guarantees or warrants the fitness, suitability or appropriateness of any Product for any specific purpose or application, and neither Seller nor any other IDEX Optical Technologies Xxxx/JUN-AIR Unit shall have any liability or obligation if a Product is used for an application for which it is not fit, suited or appropriate. Buyer and its customers will have the sole responsibility for determining the fitness, suitability and appropriateness of Products for specific purposes and applications. Without in any way limiting the forgoing, Buyer and its customers assume all risks associated with the use of Products andand Other Products for purposes and applications that carry the risk of death, personal injury, illness, damage to property or environmental harm, including, but not limited to, medical applications and applications involving hazardous, corrosive, or radioactive substances or systems or processes involving such substances ("High Risk Applications").
Appears in 2 contracts
Samples: Terms and Conditions of Sale, Terms and Conditions of Sale
Disclaimers and Limitations. a. THE WARRANTIES, RIGHTS AND REMEDIES SET FORTH IN PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES, RIGHTS AND REMEDIES PROVIDED TO BUYER WITH RESPECT TO PRODUCTS AND SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, IN RELATION TO ANY PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, COMPATIBILITY OR INTEROPERABILITY WITH OTHER PRODUCTS, ACCURACY, PERFORMANCE AND NON-NON- INFRINGEMENT, AND ANY WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE. EXCEPT FOR THE LIABILITIES AND OBLIGATIONS IMPOSED ON SELLER UNDER PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE, NEITHER SELLER NOR ANY OTHER IDEX OPTICAL TECHNOLOGIES XXXX/JUN-AIR UNIT SHALL HAVE ANY LIABILITY OR OBLIGATION TO BUYER IN CONNECTION WITH THE FAILURE, IMPROPER PERFORMANCE, MALFUNCTION, INACCURACY OR NON-CONFORMANCE OF, OR ANY DEFECT OR DEFICIENCY IN, ANY PRODUCT OR SERVICE.
b. Seller does not make, agree to or undertake, and does not authorize Buyer or any other person or entity to make, agree to or undertake in the name or on behalf of Seller and/or another IDEX Optical Technologies Xxxx/JUN-AIR Unit, any warranty, liability, obligation, right or remedy with respect to any Product or Service other than the express warranties, liabilities, obligations, rights and remedies set forth in Paragraphs 10 (Limited Warranty - Products) and 11 (Limited Warranty - Services) above.
c. Statements and data relating to Products and Services on website and in promotional, marketing and technical literature and materials of Seller and/or another IDEX Optical Technologies Xxxx/JUN-AIR Unit are not warranties. Statements and data that Seller and/or another IDEX Optical Technologies Xxxx/JUN-AIR Unit may provide concerning performance of Products are not intended to define the performance of any Product under actual conditions or for specific uses and applications, and should not be relied upon by Buyer and its customers in determining the fitness, suitability or appropriateness of Products for specific purposes and applications. Neither Seller nor any other IDEX Optical Technologies Xxxx/JUN-AIR Unit guarantees or warrants the fitness, suitability or appropriateness of any Product for any specific purpose or application, and neither Seller nor any other IDEX Optical Technologies Xxxx/JUN-AIR Unit shall have any liability or obligation if a Product is used for an application for which it is not fit, suited or appropriate. Buyer and its customers will have the sole responsibility for determining the fitness, suitability and appropriateness of Products for specific purposes and applications. Without in any way limiting the forgoing, Buyer and its customers assume all risks associated with the use of Products andand Other Products for purposes and applications that carry the risk of death, personal injury, illness, damage to property or environmental harm, including, but not limited to, medical applications and applications involving hazardous, corrosive, or radioactive substances or systems or processes involving such substances ("High Risk Applications").
Appears in 2 contracts
Samples: Terms and Conditions of Sale, Terms and Conditions of Sale
Disclaimers and Limitations. a. THE WARRANTIES, RIGHTS DEALER AND REMEDIES SET FORTH IN PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) MOGO AGREE THAT ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND 11 (LIMITED WARRANTY - SERVICES) ABOVE ARE THE SOLE FITNESS FOR A PARTICULAR PURPOSE AND EXCLUSIVE WARRANTIES, RIGHTS AND REMEDIES PROVIDED TO BUYER WITH RESPECT TO PRODUCTS AND SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY EXPRESS OR IMPLIED, ARE EXCLUDED FROM THIS AGREEMENT AND SELLER DISCLAIMS ALL OTHER WARRANTIESSHALL NOT APPLY TO THE PRODUCTS. NO WARRANTIES ARE PROVIDED UNDER THIS AGREEMENT WITH RESPECT TO THE MOGOTRACK APP AND MOGO SERVICES. IN NO EVENT SHALL MOGO BE LIABLE FOR ANY INCIDENTAL, RIGHTS AND REMEDIESSPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, EXPRESS, STATUTORY OR IMPLIED, IN RELATION TO ANY PRODUCTS OR SERVICESEVEN IF MOGO HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES WITH RESPECT TO MERCHANTABILITYDAMAGES FOR LOSS OF BUSINESS OR GOOD WILL AND LOSS OF REVENUE OR PROFIT, FITNESS FOR ANY PARTICULAR PURPOSEWHETHER IN TORT, COMPATIBILITY STATUTE OR INTEROPERABILITY WITH OTHER PRODUCTSCONTRACT, ACCURACY, PERFORMANCE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM ANY COURSE OUT OF DEALING, USAGE THE FURNISHING OF CONTENT COVERED BY THIS AGREEMENT OR TRADE PRACTICE. EXCEPT FOR THE LIABILITIES AND OBLIGATIONS IMPOSED ON SELLER UNDER PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE, NEITHER SELLER NOR ANY OTHER IDEX OPTICAL TECHNOLOGIES UNIT SHALL HAVE ANY LIABILITY OR OBLIGATION TO BUYER ANYTHING DONE IN CONNECTION WITH THIS AGREEMENT. IN NO EVENT SHALL MOGO’S LIABILITY TO ANY PARTY, INCLUDING DEALER, EXCEED THE FAILURECONSIDERATION PAID BY DEALER TO MOGO UNDER THIS AGREEMENT. THIS PARAGRAPH, IMPROPER PERFORMANCEAS WELL AS THE OTHER PARAGRAPHS OF THIS AGREEMENT, MALFUNCTIONEXPRESSES MOGO’S SOLE LIABILITY AND DEALER’S EXCLUSIVE REMEDY, INACCURACY WHETHER IN TORT, STATUTE OR NON-CONFORMANCE OFCONTRACT, OR ANY DEFECT OR DEFICIENCY IN, ANY PRODUCT OR SERVICEAND SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
b. Seller does not make, agree to or undertake, and does not authorize Buyer or any other person or entity to make, agree to or undertake in the name or on behalf of Seller and/or another IDEX Optical Technologies Unit, any warranty, liability, obligation, right or remedy with respect to any Product or Service other than the express warranties, liabilities, obligations, rights and remedies set forth in Paragraphs 10 (Limited Warranty - Products) and 11 (Limited Warranty - Services) above.
c. Statements and data relating to Products and Services on website and in promotional, marketing and technical literature and materials of Seller and/or another IDEX Optical Technologies Unit are not warranties. Statements and data that Seller and/or another IDEX Optical Technologies Unit may provide concerning performance of Products are not intended to define the performance of any Product under actual conditions or for specific uses and applications, and should not be relied upon by Buyer and its customers in determining the fitness, suitability or appropriateness of Products for specific purposes and applications. Neither Seller nor any other IDEX Optical Technologies Unit guarantees or warrants the fitness, suitability or appropriateness of any Product for any specific purpose or application, and neither Seller nor any other IDEX Optical Technologies Unit shall have any liability or obligation if a Product is used for an application for which it is not fit, suited or appropriate. Buyer and its customers will have the sole responsibility for determining the fitness, suitability and appropriateness of Products for specific purposes and applications. Without in any way limiting the forgoing, Buyer and its customers assume all risks associated with the use of Products and
Appears in 2 contracts
Samples: Product Resale Terms and Conditions, Product Resale Terms and Conditions
Disclaimers and Limitations. a. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT:
10.1 THE AGGREGATE LIABILITY OF NAVITAIRE UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE PROVISION OF HOSTED SERVICES TO CUSTOMER, REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY (WHETHER IN CONTRACT, TORT, OR OTHERWISE), SHALL NOT EXCEED THE LARGER OF ***** OR THE AGGREGATE AMOUNT PAID BY CUSTOMER FOR SERVICE FEES DURING THE ***** PRECEDING THE DATE SUCH LIABILITY IS PAID;
10.2 NAVITAIRE HEREBY DISCLAIMS AND EXCLUDES ALL WARRANTIES, RIGHTS AND REMEDIES SET FORTH IN PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES, RIGHTS AND REMEDIES PROVIDED TO BUYER WITH RESPECT TO PRODUCTS AND SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY EXPRESS OR IMPLIED, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, IN RELATION TO ANY PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES WITH RESPECT TO WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY A PARTICULAR PURPOSE, COMPATIBILITY OR INTEROPERABILITY WITH OTHER PRODUCTS, ACCURACY, PERFORMANCE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE. EXCEPT FOR THE LIABILITIES AND OBLIGATIONS IMPOSED ON SELLER UNDER PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE, NEITHER SELLER NOR ANY OTHER IDEX OPTICAL TECHNOLOGIES UNIT SHALL HAVE ANY LIABILITY OR OBLIGATION TO BUYER IN CONNECTION WITH THE FAILURE, IMPROPER PERFORMANCE, MALFUNCTION, INACCURACY OR NON-CONFORMANCE OFINFRINGEMENT OF THIRD PARTY RIGHTS BASED ON THE USE OR POSSESSION OF ANY PRODUCT, SERVICE OR RELATED MATERIALS PROVIDED UNDER THIS AGREEMENT BY NAVITAIRE;
10.3 NAVITAIRE INTERRUPTED SERVICE WILL NOT INCLUDE DOWNTIME DUE TO DENIAL OF SERVICE (“DOS”) ATTACKS ON CUSTOMER WEB SITES;
10.4 NEITHER PARTY SHALL BE LIABLE FOR ANY EXEMPLARY, SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY DEFECT KIND, OR DEFICIENCY INLOSS OR EXPENSES (INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION, LOST BUSINESS, LOST PROFITS, OR LOST SAVINGS) EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
10.5 WITH THE EXCEPTION OF THE PROVISION SET FORTH IN SECTION 8.1, NAVITAIRE SHALL NOT BE LIABLE FOR ANY PRODUCT CLAIMS OF THIRD PARTIES RELATING TO THIS AGREEMENT AND TO THE PROVISION OF HOSTED SERVICES, AND CUSTOMER SHALL DEFEND NAVITAIRE FROM, AND INDEMNIFY AND HOLD NAVITAIRE HARMLESS AGAINST, ALL SUCH CLAIMS;
10.6 EACH PARTY HAS A DUTY ***** TO MITIGATE THE DAMAGES THAT WOULD OTHERWISE BE RECOVERABLE FROM THE OTHER PARTY PURSUANT TO THIS AGREEMENT, BY TAKING APPROPRIATE AND COMMERCIALLY REASONABLE ACTIONS TO REDUCE OR SERVICELIMIT THE AMOUNT OF SUCH DAMAGES OR AMOUNTS; AND
10.7 THE FOREGOING STATES THE ENTIRE LIABILITY OF NAVITAIRE WITH REGARD TO THIS AGREEMENT AND THE PROVISION OF HOSTED SERVICES HEREUNDER. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION 10 ARE A FUNDAMENTAL PART OF THE BASIS OF NAVITAIRE’S BARGAIN HEREUNDER, AND NAVITAIRE WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONS.
b. Seller does not make, agree to or undertake, and does not authorize Buyer or any other person or entity to make, agree to or undertake in the name or on behalf of Seller and/or another IDEX Optical Technologies Unit, any warranty, liability, obligation, right or remedy with respect to any Product or Service other than the express warranties, liabilities, obligations, rights and remedies set forth in Paragraphs 10 (Limited Warranty - Products) and 11 (Limited Warranty - Services) above.
c. Statements and data relating to Products and Services on website and in promotional, marketing and technical literature and materials of Seller and/or another IDEX Optical Technologies Unit are not warranties. Statements and data that Seller and/or another IDEX Optical Technologies Unit may provide concerning performance of Products are not intended to define the performance of any Product under actual conditions or for specific uses and applications, and should not be relied upon by Buyer and its customers in determining the fitness, suitability or appropriateness of Products for specific purposes and applications. Neither Seller nor any other IDEX Optical Technologies Unit guarantees or warrants the fitness, suitability or appropriateness of any Product for any specific purpose or application, and neither Seller nor any other IDEX Optical Technologies Unit shall have any liability or obligation if a Product is used for an application for which it is not fit, suited or appropriate. Buyer and its customers will have the sole responsibility for determining the fitness, suitability and appropriateness of Products for specific purposes and applications. Without in any way limiting the forgoing, Buyer and its customers assume all risks associated with the use of Products and
Appears in 2 contracts
Samples: Hosted Services Agreement (Controladora Vuela Compania De Aviacion, S.A.B. De C.V.), Hosted Services Agreement (Controladora Vuela Compania De Aviacion, S.A.B. De C.V.)
Disclaimers and Limitations. a. 4.1 EXCEPT IN THE WARRANTIESEVENT OF BREACH OF ANY OF THE PRIMARY WARRANTIES BY SELLER OR SELLER’S INTENTIONAL MISREPRESENTATION, RIGHTS AND REMEDIES SELLER’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE PURCHASE PRICE SET FORTH IN PARAGRAPHS 10 PARAGRAPH 2.1 OF THIS AGREEMENT. BUYER’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE PURCHASE PRICE SET FORTH IN PARAGRAPH 2.1 OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS ON POTENTIAL LIABILITIES SET FORTH IN THIS PARAGRAPH 4.1 WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.
4.2 EXCEPT IN THE EVENT OF SELLER’S INTENTIONAL MISREPRESENTATION, NEITHER PARTY WILL HAVE ANY OBLIGATION OR LIABILITY (LIMITED WARRANTY - PRODUCTSWHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES, RIGHTS AND REMEDIES PROVIDED TO BUYER WITH RESPECT TO PRODUCTS AND SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIEDOTHERWISE, AND SELLER DISCLAIMS ALL OTHER WARRANTIESNOTWITHSTANDING ANY FAULT, RIGHTS AND REMEDIESNEGLIGENCE (WHETHER ACTIVE, EXPRESSPASSIVE OR IMPUTED), STATUTORY REPRESENTATION, STRICT LIABILITY OR IMPLIEDPRODUCT LIABILITY), IN RELATION TO ANY PRODUCTS FOR COVER OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSEINCIDENTAL, COMPATIBILITY INDIRECT OR INTEROPERABILITY WITH OTHER PRODUCTSCONSEQUENTIAL, ACCURACYMULTIPLIED, PERFORMANCE AND NON-INFRINGEMENTPUNITIVE, AND ANY WARRANTIES SPECIAL, OR EXEMPLARY DAMAGES OR LOSS OF REVENUE, PROFIT, SAVINGS OR BUSINESS ARISING FROM ANY COURSE OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF A PARTY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF DEALING, USAGE OR TRADE PRACTICETHE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE LIABILITIES AND OBLIGATIONS IMPOSED ON SELLER PARTIES ACKNOWLEDGE THAT THESE EXCLUSIONS OF POTENTIAL DAMAGES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE, NEITHER SELLER NOR ANY OTHER IDEX OPTICAL TECHNOLOGIES UNIT SHALL HAVE ANY LIABILITY OR OBLIGATION TO BUYER IN CONNECTION WITH THE FAILURE, IMPROPER PERFORMANCE, MALFUNCTION, INACCURACY OR NON-CONFORMANCE OF, OR ANY DEFECT OR DEFICIENCY IN, ANY PRODUCT OR SERVICETHIS AGREEMENT.
b. Seller does not make, agree to 4.3 The provisions of this Section 4 shall survive any termination or undertake, and does not authorize Buyer or any other person or entity to make, agree to or undertake in the name or on behalf expiration of Seller and/or another IDEX Optical Technologies Unit, any warranty, liability, obligation, right or remedy with respect to any Product or Service other than the express warranties, liabilities, obligations, rights and remedies set forth in Paragraphs 10 (Limited Warranty - Products) and 11 (Limited Warranty - Services) abovethis Agreement.
c. Statements and data relating to Products and Services on website and in promotional, marketing and technical literature and materials of Seller and/or another IDEX Optical Technologies Unit are not warranties. Statements and data that Seller and/or another IDEX Optical Technologies Unit may provide concerning performance of Products are not intended to define the performance of any Product under actual conditions or for specific uses and applications, and should not be relied upon by Buyer and its customers in determining the fitness, suitability or appropriateness of Products for specific purposes and applications. Neither Seller nor any other IDEX Optical Technologies Unit guarantees or warrants the fitness, suitability or appropriateness of any Product for any specific purpose or application, and neither Seller nor any other IDEX Optical Technologies Unit shall have any liability or obligation if a Product is used for an application for which it is not fit, suited or appropriate. Buyer and its customers will have the sole responsibility for determining the fitness, suitability and appropriateness of Products for specific purposes and applications. Without in any way limiting the forgoing, Buyer and its customers assume all risks associated with the use of Products and
Appears in 1 contract
Samples: Patent Rights Purchase and Assignment Agreement (MGT Capital Investments Inc)
Disclaimers and Limitations. a. TO THE WARRANTIESMAXIMUM EXTENT PERMITTED BY LAW, RIGHTS AND REMEDIES SET FORTH IN PARAGRAPHS 10 ANYTHING (E.G. INCLUDING BUT NOT LIMITED WARRANTY - PRODUCTSTO THE PRODUCT) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES, RIGHTS AND REMEDIES PROVIDED TO BUYER WITH RESPECT TO PRODUCTS AND SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, BY SD IN RELATION TO ANY PRODUCTS OR SERVICES, INCLUDINGTHIS AGREEMENT IS PROVIDED “AS IS”, WITHOUT LIMITATIONREPRESENTATION OR WARRANTY OF ANY KIND, ANY IMPLIED AND SD HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, IRRESPECTIVE OF WHETHER EXPRESS, IMPLIED, STATUTORY, ARISING BY CUSTOM OR TRADE USAGE OR OTHERWISE, INCLUDING FOR EXAMPLE BUT NOT LIMITED TO (A) WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, COMPATIBILITY OR INTEROPERABILITY WITH OTHER PRODUCTS, ACCURACY, PERFORMANCE AND OF NON-INFRINGEMENT, (B) IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND (C) WARRANTIES THAT ANY WARRANTIES ARISING FROM MATERIAL OR SERVICE (E.G. INCLUDING BUT NOT LIMITED TO THE PRODUCT) WILL (I) MEET THE REQUIREMENTS OF LICENSEE, (II) OPERATE IN THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY LICENSEE, AND (III) OPERATE UNINTERRUPTED OR ERROR FREE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SD SHALL NOT BE LIABLE UNDER THIS AGREEMENT FOR ANY COURSE DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF DEALING, USAGE OR TRADE PRACTICEANY KIND. EXCEPT FOR THE LIABILITIES AND OBLIGATIONS IMPOSED ON SELLER IN NO EVENT SHALL SD'S AGGREGATE LIABILITY UNDER PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE, NEITHER SELLER NOR ANY OTHER IDEX OPTICAL TECHNOLOGIES UNIT SHALL HAVE ANY LIABILITY OR OBLIGATION TO BUYER IN CONNECTION WITH THE FAILURE, IMPROPER PERFORMANCE, MALFUNCTION, INACCURACY OR NON-CONFORMANCE OFTHIS AGREEMENT, OR ANY DEFECT RELATING TO THE PRODUCT, EXCEED ALLl AMOUNTS PAID BY LICENSEE TO SD DURING THE PERIOD IN WHICH EVENTS GIVING RISE TO SUCH LIABILITY OCCURRED, IRRESPECTIVE OF LEGAL THEORY (E.G. TORT, CONTRACT OR DEFICIENCY IN, ANY PRODUCT OR SERVICEOTHERWISE). A REFUND OF SUCH AMOUNTS SHALL BE LICENSEE’S EXCLUSIVE REMEDY UNDER THIS AGREEMENT. ALL PROVISIONS OF THIS SECTION VI ARE A MATERIAL CONDITION OF (AND CONSIDERATION FOR) THIS AGREEMENT.
b. Seller does not make, agree to or undertake, and does not authorize Buyer or any other person or entity to make, agree to or undertake in the name or on behalf of Seller and/or another IDEX Optical Technologies Unit, any warranty, liability, obligation, right or remedy with respect to any Product or Service other than the express warranties, liabilities, obligations, rights and remedies set forth in Paragraphs 10 (Limited Warranty - Products) and 11 (Limited Warranty - Services) above.
c. Statements and data relating to Products and Services on website and in promotional, marketing and technical literature and materials of Seller and/or another IDEX Optical Technologies Unit are not warranties. Statements and data that Seller and/or another IDEX Optical Technologies Unit may provide concerning performance of Products are not intended to define the performance of any Product under actual conditions or for specific uses and applications, and should not be relied upon by Buyer and its customers in determining the fitness, suitability or appropriateness of Products for specific purposes and applications. Neither Seller nor any other IDEX Optical Technologies Unit guarantees or warrants the fitness, suitability or appropriateness of any Product for any specific purpose or application, and neither Seller nor any other IDEX Optical Technologies Unit shall have any liability or obligation if a Product is used for an application for which it is not fit, suited or appropriate. Buyer and its customers will have the sole responsibility for determining the fitness, suitability and appropriateness of Products for specific purposes and applications. Without in any way limiting the forgoing, Buyer and its customers assume all risks associated with the use of Products and
Appears in 1 contract
Samples: Evaluation Agreement
Disclaimers and Limitations. a. THE WARRANTIES, RIGHTS AND REMEDIES SET FORTH IN PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES, RIGHTS AND REMEDIES PROVIDED TO BUYER WITH RESPECT TO PRODUCTS AND SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, IN RELATION TO ANY PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, COMPATIBILITY OR INTEROPERABILITY WITH OTHER PRODUCTS, ACCURACY, PERFORMANCE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE. EXCEPT FOR THE LIABILITIES AND OBLIGATIONS IMPOSED ON SELLER UNDER PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE, NEITHER SELLER NOR ANY OTHER IDEX OPTICAL TECHNOLOGIES XXXX/JUN-AIR UNIT SHALL HAVE ANY LIABILITY OR OBLIGATION TO BUYER IN CONNECTION WITH THE FAILURE, IMPROPER PERFORMANCE, MALFUNCTION, INACCURACY OR NON-CONFORMANCE OF, OR ANY DEFECT OR DEFICIENCY IN, ANY PRODUCT OR SERVICE.ANY
b. Seller does not make, agree to or undertake, and does not authorize Buyer or any other person or entity to make, agree to or undertake in the name or on behalf of Seller and/or another IDEX Optical Technologies Xxxx/JUN-AIR Unit, any warranty, liability, obligation, right or remedy with respect to any Product or Service other than the express warranties, liabilities, obligations, rights and remedies set forth in Paragraphs 10 (Limited Warranty - Products) and 11 (Limited Warranty - Services) above.
c. Statements and data relating to Products and Services on website and in promotional, marketing and technical literature and materials of Seller and/or another IDEX Optical Technologies Xxxx/JUN-AIR Unit are not warranties. Statements and data that Seller and/or another IDEX Optical Technologies Xxxx/JUN-AIR Unit may provide concerning performance of Products are not intended to define the performance of any Product under actual conditions or for specific uses and applications, and should not be relied upon by Buyer and its customers in determining the fitness, suitability or appropriateness of Products for specific purposes and applications. Neither Seller nor any other IDEX Optical Technologies Xxxx/JUN- AIR Unit guarantees or warrants the fitness, suitability or appropriateness of any Product for any specific purpose or application, and neither Seller nor any other IDEX Optical Technologies Xxxx/JUN-AIR Unit shall have any liability or obligation if a Product is used for an application for which it is not fit, suited or appropriate. Buyer and its customers will have the sole responsibility for determining the fitness, suitability and appropriateness of Products for specific purposes and applications. Without in any way limiting the forgoing, Buyer and its customers assume all risks associated with the use of Products andand Other Products for purposes and applications that carry the risk of death, personal injury, illness, damage to property or environmental harm, including, but not limited to, medical applications and applications involving hazardous, corrosive, or radioactive substances or systems or processes involving such substances ("High Risk Applications").
Appears in 1 contract
Samples: Terms and Conditions of Sale
Disclaimers and Limitations. a. THE WARRANTIES, RIGHTS AND REMEDIES SET FORTH IN PARAGRAPHS 10 (LIMITED WARRANTY - – PRODUCTS) AND 11 (LIMITED WARRANTY - – SERVICES) ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES, RIGHTS AND REMEDIES PROVIDED TO BUYER WITH RESPECT TO PRODUCTS AND SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, IN RELATION TO ANY PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, COMPATIBILITY OR INTEROPERABILITY WITH OTHER PRODUCTS, ACCURACY, PERFORMANCE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE. EXCEPT FOR THE LIABILITIES AND OBLIGATIONS IMPOSED ON SELLER UNDER PARAGRAPHS 10 (LIMITED WARRANTY - – PRODUCTS) AND 11 (LIMITED WARRANTY - – SERVICES) ABOVE, NEITHER SELLER NOR ANY OTHER IDEX OPTICAL TECHNOLOGIES UNIT HST COMPANY SHALL HAVE ANY LIABILITY OR OBLIGATION TO BUYER IN CONNECTION WITH THE FAILURE, IMPROPER PERFORMANCE, MALFUNCTION, INACCURACY OR NON-CONFORMANCE OF, OR ANY DEFECT OR DEFICIENCY IN, ANY PRODUCT OR SERVICE.
b. Seller does not make, agree to or undertake, and does not authorize Buyer or any other person or entity to make, agree to or undertake in the name or on behalf of Seller and/or another IDEX Optical Technologies UnitHST Company, any warranty, liability, obligation, right or remedy with respect to any Product or Service other than the express warranties, liabilities, obligations, rights and remedies set forth in Paragraphs 10 (Limited Warranty - Products) and 11 (Limited Warranty - Services) above.
c. Statements and data relating to Products and Services on website and in promotional, marketing and technical literature and materials of Seller and/or another IDEX Optical Technologies Unit HST Company are not warranties. Statements and data that Seller and/or another IDEX Optical Technologies Unit HST Company may provide concerning performance of Products are not intended to define the performance of any Product under actual conditions or for specific uses and applications, and should not be relied upon by Buyer and its customers in determining the fitness, suitability or appropriateness of Products for specific purposes uses and applications. Neither Seller nor any other IDEX Optical Technologies Unit guarantees or HST Company warrants the fitness, suitability or appropriateness of any Product for any specific purpose use or application, and neither Seller nor any other IDEX Optical Technologies Unit HST Company shall have any liability or obligation if a Product is used for an application for which it is not fit, suited or appropriatesuited. Buyer and its customers will have the sole responsibility for determining the fitness, suitability and appropriateness of Products for specific purposes uses and applications. Without in any way limiting the forgoing, Buyer and its customers assume all risks associated with the use of Products andand Other Products for applications that carry the risk of death, personal injury, illness, damage to property or environmental harm, including, but not limited to, medical applications and applications involving hazardous, corrosive, or radioactive substances or systems or processes involving such substances (“High Risk Applications”).
d. The warranties, rights and remedies set forth in Paragraphs 10 (Limited Warranty - Products) and 11 (Limited Warranty - Services) above extend solely to Buyer and to no other person or entity, including, without limitation, any customer of Buyer.
e. Under no circumstances shall Seller, another IDEX HST Company, and/or any director, officer, partner, manager, employee, attorney, agent or representative of Seller and/or another IDEX HST Company be liable for any penalties or any indirect, consequential, incidental, special, punitive or reliance damages, including, without limitation, lost or unrealized sales, revenues, profits, income, cost savings or business, lost or unrealized contracts, loss of goodwill, damage to reputation, loss of property, loss of material being processed, loss of information or data, loss of production, downtime, or increased costs, in connection with any Product or Service or otherwise in connection with the Agreement or any Other Agreement, even if Seller and/or another IDEX HST Company is advised or placed on notice of the possibility of such damages and notwithstanding the failure of any essential purpose of any Product or Service.
f. In no event shall the total liability of Seller and the other IDEX HST Companies in connection with any particular Product or Service collectively exceed the amount paid to Seller for such particular Product or Service.
Appears in 1 contract
Samples: Terms and Conditions of Sale
Disclaimers and Limitations. a. ARTICLE 27.1. EXCEPT AS SPECIFICALLY PROVIDED HEREIN TO THE WARRANTIESCONTRARY, RIGHTS PURCHASER EXPRESSLY UNDERSTANDS, ACKNOWLEDGES AND REMEDIES AGREES THAT THE CONVEYANCE OF THE PROPERTY SHALL BE MADE BY SELLER TO PURCHASER ON AN “AS IS, WHERE IS” BASIS AND WITH ALL FAULTS, AND PURCHASER ACKNOWLEDGES THAT PURCHASER HAS AGREED TO BUY THE PROPERTY IN ITS PRESENT CONDITION (SUBJECT TO PURCHASER’S RIGHT OF INSPECTION AND REVIEW AS PROVIDED HEREIN) AND THAT PURCHASER IS RELYING SOLELY ON ITS OWN EXAMINATION AND INSPECTIONS OF THE PROPERTY AND NOT ON ANY STATEMENTS OR REPRESENTATIONS MADE BY SELLER OR ANY AGENTS OR REPRESENTATIVES OF SELLER, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN. ADDITIONALLY, PURCHASER HEREBY ACKNOWLEDGES THAT, EXCEPT AS OTHERWISE SPECIFIED HEREIN, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING BUT IN PARAGRAPHS 10 (NO WAY LIMITED TO, ANY WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE ARE OF CONDITION, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SOLE AND EXCLUSIVE WARRANTIESPROPERTY OR ANY PORTION THEREOF, RIGHTS AND REMEDIES PROVIDED TO BUYER OR WITH RESPECT TO PRODUCTS AND SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIESTHE ECONOMICAL, RIGHTS AND REMEDIESFUNCTIONAL, EXPRESS, STATUTORY ENVIRONMENTAL OR IMPLIED, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, IN RELATION TO ANY PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, COMPATIBILITY OR INTEROPERABILITY WITH OTHER PRODUCTS, ACCURACY, PERFORMANCE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE. EXCEPT FOR THE LIABILITIES AND OBLIGATIONS IMPOSED ON SELLER UNDER PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE, NEITHER SELLER NOR ANY OTHER IDEX OPTICAL TECHNOLOGIES UNIT SHALL HAVE ANY LIABILITY OR OBLIGATION TO BUYER IN CONNECTION WITH THE FAILURE, IMPROPER PERFORMANCE, MALFUNCTION, INACCURACY OR NON-CONFORMANCE OFPHYSICAL CONDITION, OR ANY DEFECT OTHER ASPECT, OF THE PROPERTY. SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR DEFICIENCY INREPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING: (i) THE NATURE AND CONDITION OF THE PROPERTY OR ANY PRODUCT PART THEREOF, INCLUDING BUT NOT LIMITED TO ITS WATER, SOIL, OR SERVICEGEOLOGY, OR THE SUITABILITY THEREOF FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY ELECT TO CONDUCT THEREON, OR ANY IMPROVEMENTS PURCHASER MAY ELECT TO CONSTRUCT THEREON, OR ANY INCOME TO BE DERIVED THEREFROM, OR ANY EXPENSES TO BE INCURRED WITH RESPECT THERETO, OR ANY OBLIGATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE SAME; (ii) THE ABSENCE OF ASBESTOS OR ANY ENVIRONMENTALLY HAZARDOUS SUBSTANCES ON, IN OR UNDER THE PROPERTY OR ON, IN OR UNDER ANY PROPERTY ADJACENT TO OR ABUTTING THE PROPERTY; (iii) THE MANNER OF CONSTRUCTION OR CONDITION OR STATE OF REPAIR OR LACK OF REPAIR OF ANY IMPROVEMENTS; AND (iv) THE COMPLIANCE OF THE PROPERTY OR THE OPERATION OF THE PROPERTY OR ANY PORTION THEREOF WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY; AND (v) THE NATURE OR EXTENT OF ANY EASEMENT, RESTRICTIVE COVENANT, RIGHT-OF-WAY, LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION OR OTHER SIMILAR MATTER PERTAINING TO THE PROPERTY, OR PORTION THEREOF.
b. Seller does not make, agree to or undertake, and does not authorize Buyer or any other person or entity to make, agree to or undertake in the name or on behalf of Seller and/or another IDEX Optical Technologies Unit, any warranty, liability, obligation, right or remedy with respect to any Product or Service other than the express warranties, liabilities, obligations, rights and remedies set forth in Paragraphs 10 (Limited Warranty - Products) and 11 (Limited Warranty - Services) above.
c. Statements and data relating to Products and Services on website and in promotional, marketing and technical literature and materials of Seller and/or another IDEX Optical Technologies Unit are not warranties. Statements and data that Seller and/or another IDEX Optical Technologies Unit may provide concerning performance of Products are not intended to define the performance of any Product under actual conditions or for specific uses and applications, and should not be relied upon by Buyer and its customers in determining the fitness, suitability or appropriateness of Products for specific purposes and applications. Neither Seller nor any other IDEX Optical Technologies Unit guarantees or warrants the fitness, suitability or appropriateness of any Product for any specific purpose or application, and neither Seller nor any other IDEX Optical Technologies Unit shall have any liability or obligation if a Product is used for an application for which it is not fit, suited or appropriate. Buyer and its customers will have the sole responsibility for determining the fitness, suitability and appropriateness of Products for specific purposes and applications. Without in any way limiting the forgoing, Buyer and its customers assume all risks associated with the use of Products and
Appears in 1 contract
Samples: Purchase Agreement (Tii Network Technologies, Inc.)
Disclaimers and Limitations. a. THE WARRANTIES, RIGHTS AND REMEDIES SET FORTH IN PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES, RIGHTS AND REMEDIES PROVIDED TO BUYER WITH RESPECT TO PRODUCTS AND SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, IN RELATION TO ANY PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, COMPATIBILITY OR INTEROPERABILITY WITH OTHER PRODUCTS, ACCURACY, PERFORMANCE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE. EXCEPT FOR THE LIABILITIES AND OBLIGATIONS IMPOSED ON SELLER UNDER PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE, NEITHER SELLER NOR ANY OTHER IDEX OPTICAL TECHNOLOGIES UNIT SHALL HAVE ANY NO LIABILITY OR OBLIGATION TO BUYER IN CONNECTION WITH THE FAILURE, IMPROPER PERFORMANCE, MALFUNCTION, INACCURACY OR NON-CONFORMANCE OF, OR ANY DEFECT OR DEFICIENCY IN, ANY PRODUCT OR SERVICE.
b. Seller does not make, agree to or undertake, and does not authorize Buyer or any other person or entity to make, agree to or undertake in the name or on behalf of Seller and/or another IDEX Optical Technologies UnitSeller, any warranty, liability, obligation, right or remedy with respect to any Product or Service other than the express warranties, liabilities, obligations, rights and remedies set forth in Paragraphs 10 (Limited Warranty - Products) and 11 (Limited Warranty - Services) above.
c. Statements and data relating to Products and Services on website and in promotional, marketing and technical literature and materials of Seller and/or another IDEX Optical Technologies Unit are not warranties. Statements and data that Seller and/or another IDEX Optical Technologies Unit may provide concerning performance of Products are not intended to define the performance of any Product under actual conditions or for specific uses and applications, and should not be relied upon by Buyer and its customers in determining the fitness, suitability or appropriateness of Products for specific purposes and applications. Neither Seller nor any other IDEX Optical Technologies Unit guarantees does not guarantee or warrants warrant the fitness, suitability or appropriateness of any Product for any specific purpose or application, and neither Seller nor any other IDEX Optical Technologies Unit shall have any liability or obligation if a Product is used for an application for which it is not fit, suited or appropriate. Buyer and its customers will have the sole responsibility for determining the fitness, suitability and appropriateness of Products for specific purposes and applications. Without in any way limiting the forgoing, Buyer and its customers assume all risks associated with the use of Products andany
Appears in 1 contract
Samples: Terms and Conditions of Sale
Disclaimers and Limitations. a. THE WARRANTIES, RIGHTS AND REMEDIES SET FORTH IN PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES, RIGHTS AND REMEDIES PROVIDED TO BUYER WITH RESPECT TO PRODUCTS AND SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, IN RELATION TO ANY PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, COMPATIBILITY OR INTEROPERABILITY WITH OTHER PRODUCTS, ACCURACY, PERFORMANCE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE. EXCEPT FOR THE LIABILITIES AND OBLIGATIONS IMPOSED ON SELLER UNDER PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE, NEITHER SELLER NOR ANY OTHER IDEX OPTICAL TECHNOLOGIES UNIT SHALL HAVE ANY LIABILITY OR OBLIGATION TO BUYER IN CONNECTION WITH THE FAILURE, IMPROPER PERFORMANCE, MALFUNCTION, INACCURACY OR NON-CONFORMANCE OF, OR ANY DEFECT OR DEFICIENCY IN, ANY PRODUCT OR SERVICE.OR
b. Seller does not make, agree to or undertake, and does not authorize Buyer or any other person or entity to make, agree to or undertake in the name or on behalf of Seller and/or another IDEX Optical Technologies Xxxx/JUN-AIR Unit, any warranty, liability, obligation, right or remedy with respect to any Product or Service other than the express warranties, liabilities, obligations, rights and remedies set forth in Paragraphs 10 (Limited Warranty - Products) and 11 (Limited Warranty - Services) above.
c. Statements and data relating to Products and Services on website and in promotional, marketing and technical literature and materials of Seller and/or another IDEX Optical Technologies Xxxx/JUN-AIR Unit are not warranties. Statements and data that Seller and/or another IDEX Optical Technologies Xxxx/JUN-AIR Unit may provide concerning performance of Products are not intended to define the performance of any Product under actual conditions or for specific uses and applications, and should not be relied upon by Buyer and its customers in determining the fitness, suitability or appropriateness of Products for specific purposes and applications. Neither Seller nor any other IDEX Optical Technologies Xxxx/JUN-AIR Unit guarantees or warrants the fitness, suitability or appropriateness of any Product for any specific purpose or application, and neither Seller nor any other IDEX Optical Technologies Xxxx/JUN-AIR Unit shall have any liability or obligation if a Product is used for an application for which it is not fit, suited or appropriate. Buyer and its customers will have the sole responsibility for determining the fitness, suitability and appropriateness of Products for specific purposes and applications. Without in any way limiting the forgoing, Buyer and its customers assume all risks associated with the use of Products andand Other Products for purposes and applications that carry the risk of death, personal injury, illness, damage to property or environmental harm, including, but not limited to, medical applications and applications involving hazardous, corrosive, or radioactive substances or systems or processes involving such substances ("High Risk Applications").
Appears in 1 contract
Samples: Terms and Conditions of Sale
Disclaimers and Limitations. a. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT:
10.1 THE AGGREGATE LIABILITY OF NAVITAIRE UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE PROVISION OF HOSTED SERVICES TO CUSTOMER, REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY (WHETHER IN CONTRACT, TORT, OR OTHERWISE), SHALL NOT EXCEED THE LARGER OF USD [*] OR THE AGGREGATE AMOUNT INVOICED TO CUSTOMER FOR SERVICE FEES DURING THE [*] PRECEDING THE DATE SUCH LIABILITY IS PAID; PROVIDED THAT SUCH LIABILITY CAUSED BY NAVITAIRE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT MAY BE IN EXCESS OF THE LARGER OF SUCH AMOUNTS BUT MAY NOT EXCEED THE LARGER OF USD [*] OR THE AGGREGATE AMOUNT INVOICED TO CUSTOMER FOR SERVICE FEES DURING THE [*] PRECEDING THE DATE SUCH LIABILITY IS PAID IN THE CASE OF;
10.2 NAVITAIRE HEREBY DISCLAIMS AND EXCLUDES ALL WARRANTIES, RIGHTS AND REMEDIES SET FORTH IN PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES, RIGHTS AND REMEDIES PROVIDED TO BUYER WITH RESPECT TO PRODUCTS AND SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY EXPRESS OR IMPLIED, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, IN RELATION TO ANY PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES WITH RESPECT TO WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY A PARTICULAR PURPOSE, COMPATIBILITY PURPOSE OR INTEROPERABILITY WITH OTHER PRODUCTS, ACCURACY, PERFORMANCE AND USE OF NON-INFRINGEMENTINFRINGEMENT OR THIRD PARTY RIGHTS BASED ON THE USE OR POSSESSION OF ANY PRODUCT, AND ANY WARRANTIES ARISING FROM ANY COURSE SERVICE OR RELATED MATERIALS PROVIDED UNDER THIS AGREEMENT BY NAVITAIRE; CONFIDENTIAL 10.3 THE AGGREGATE LIABILITY OF DEALING, USAGE CUSTOMER UNDER OR TRADE PRACTICE. EXCEPT FOR THE LIABILITIES AND OBLIGATIONS IMPOSED ON SELLER UNDER PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE, NEITHER SELLER NOR ANY OTHER IDEX OPTICAL TECHNOLOGIES UNIT SHALL HAVE ANY LIABILITY OR OBLIGATION TO BUYER IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FAILUREFORM OF ACTION GIVING RISE TO SUCH LIABILITY (WHETHER IN CONTRACT, IMPROPER PERFORMANCE, MALFUNCTION, INACCURACY OR NON-CONFORMANCE OFTORT, OR ANY DEFECT OR DEFICIENCY IN, ANY PRODUCT OR SERVICE.OTHERWISE),
b. Seller does not make, agree to or undertake, and does not authorize Buyer or any other person or entity to make, agree to or undertake in the name or on behalf of Seller and/or another IDEX Optical Technologies Unit, any warranty, liability, obligation, right or remedy with respect to any Product or Service other than the express warranties, liabilities, obligations, rights and remedies set forth in Paragraphs 10 (Limited Warranty - Productsa) and 11 [*]
(Limited Warranty - Servicesb) above.
c. Statements and data relating to Products and Services on website and in promotional, marketing and technical literature and materials of Seller and/or another IDEX Optical Technologies Unit are not warranties. Statements and data that Seller and/or another IDEX Optical Technologies Unit may provide concerning performance of Products are not intended to define the performance of any Product under actual conditions or for specific uses and applications, and should not be relied upon by Buyer and its customers in determining the fitness, suitability or appropriateness of Products for specific purposes and applications. Neither Seller nor any other IDEX Optical Technologies Unit guarantees or warrants the fitness, suitability or appropriateness of any Product for any specific purpose or application, and neither Seller nor any other IDEX Optical Technologies Unit shall have any liability or obligation if a Product is used for an application for which it is not fit, suited or appropriate. Buyer and its customers will have the sole responsibility for determining the fitness, suitability and appropriateness of Products for specific purposes and applications. Without in any way limiting the forgoing, Buyer and its customers assume all risks associated with the use of Products and[*]
Appears in 1 contract
Samples: Hosted Services Agreement (Gol Intelligent Airlines Inc.)
Disclaimers and Limitations. a. THE WARRANTIES, RIGHTS AND REMEDIES SET FORTH IN PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES, RIGHTS AND REMEDIES PROVIDED TO BUYER WITH RESPECT TO PRODUCTS AND SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, IN RELATION TO ANY PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, COMPATIBILITY OR INTEROPERABILITY WITH OTHER PRODUCTS, ACCURACY, PERFORMANCE AND NON-NON- INFRINGEMENT, AND ANY WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE. EXCEPT FOR THE LIABILITIES AND OBLIGATIONS IMPOSED ON SELLER UNDER PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE, NEITHER SELLER NOR ANY OTHER IDEX OPTICAL TECHNOLOGIES XXXX/JUN-AIR UNIT SHALL HAVE ANY LIABILITY OR OBLIGATION TO BUYER IN CONNECTION WITH THE FAILURE, IMPROPER PERFORMANCE, MALFUNCTION, INACCURACY OR NON-CONFORMANCE OF, OR ANY DEFECT OR DEFICIENCY IN, ANY PRODUCT OR SERVICE.OR
b. Seller does not make, agree to or undertake, and does not authorize Buyer or any other person or entity to make, agree to or undertake in the name or on behalf of Seller and/or another IDEX Optical Technologies Xxxx/JUN-AIR Unit, any warranty, liability, obligation, right or remedy with respect to any Product or Service other than the express warranties, liabilities, obligations, rights and remedies set forth in Paragraphs 10 (Limited Warranty - Products) and 11 (Limited Warranty - Services) above.
c. Statements and data relating to Products and Services on website and in promotional, marketing and technical literature and materials of Seller and/or another IDEX Optical Technologies Xxxx/JUN-AIR Unit are not warranties. Statements and data that Seller and/or another IDEX Optical Technologies Xxxx/JUN-AIR Unit may provide concerning performance of Products are not intended to define the performance of any Product under actual conditions or for specific uses and applications, and should not be relied upon by Buyer and its customers in determining the fitness, suitability or appropriateness of Products for specific purposes and applications. Neither Seller nor any other IDEX Optical Technologies Xxxx/JUN-AIR Unit guarantees or warrants the fitness, suitability or appropriateness of any Product for any specific purpose or application, and neither Seller nor any other IDEX Optical Technologies Xxxx/JUN-AIR Unit shall have any liability or obligation if a Product is used for an application for which it is not fit, suited or appropriate. Buyer and its customers will have the sole responsibility for determining the fitness, suitability and appropriateness of Products for specific purposes and applications. Without in any way limiting the forgoing, Buyer and its customers assume all risks associated with the use of Products andand Other Products for purposes and applications that carry the risk of death, personal injury, illness, damage to property or environmental harm, including, but not limited to, medical applications and applications involving hazardous, corrosive, or radioactive substances or systems or processes involving such substances ("High Risk Applications").
Appears in 1 contract
Samples: Terms and Conditions of Sale
Disclaimers and Limitations. a. (a) TO THE WARRANTIESMAXIMUM EXTENT PERMITTED BY LAW AND SUBJECT ONLY TO THE WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT THE SERVICES ARE PROVIDED “AS IS”, RIGHTS AND REMEDIES SET FORTH IN PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIESWITHOUT ANY FURTHER WARRANTIES OR REPRESENTATIONS, RIGHTS AND REMEDIES PROVIDED TO BUYER WITH RESPECT TO PRODUCTS AND SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY EXPRESS OR IMPLIED. YOU ASSUME ALL RESPONSIBILITY FOR EXERCISING INDEPENDENT JUDGMENT IN DETERMINING WHETHER THE SERVICES OR THE MATERIALS GENERATED THEREBY ARE ACCURATE OR SUFFICIENT FOR YOUR PURPOSES. SIMPRO DOES NOT WARRANT OR GUARANTEE THAT USE OF THE SERVICES WILL BE FREE FROM DEFECTS, ERROR-FREE OR UNINTERRUPTED OR THAT CONTENT LOSS WILL NOT OCCUR. PREVIEWS AND SELLER DISCLAIMS FREE TRIALS ARE PROVIDED ON AN AS-IS, WITH ALL OTHER WARRANTIESFAULTS AND AS AVAILABLE BASIS.
(b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, IN RELATION TO ANY PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS SIMPRO IS NOT LIABLE FOR ANY PARTICULAR PURPOSELOSSES OR CLAIMS WHETHER ARISING IN CONTRACT, COMPATIBILITY TORT, EQUITY, BY OPERATION OF LAW OR INTEROPERABILITY WITH OTHER PRODUCTS, ACCURACY, PERFORMANCE AND NON-INFRINGEMENT, AND ANY WARRANTIES OTHERWISE ARISING FROM ANY COURSE OUT OF DEALING, USAGE THIS AGREEMENT OR TRADE PRACTICE. EXCEPT FOR THE LIABILITIES AND OBLIGATIONS IMPOSED ON SELLER UNDER PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE, NEITHER SELLER NOR ANY OTHER IDEX OPTICAL TECHNOLOGIES UNIT SHALL HAVE ANY LIABILITY OR OBLIGATION TO BUYER IN CONNECTION WITH THE FAILURE, IMPROPER PERFORMANCE, MALFUNCTION, INACCURACY OR NON-CONFORMANCE OF, OR ANY DEFECT OR DEFICIENCY IN, ANY PRODUCT OR SERVICE.
b. Seller does (c) Third Party Software, Hardware, Testing and Third Party Services: You acknowledge that, to the maximum extent permitted by law, Simpro, Simpro’s Personnel and Simpro’s Related Entities will not make, agree be liable to or undertake, and does not authorize Buyer you or any other person or entity to makethird party for any Losses, agree to or undertake in the name or on behalf of Seller and/or another IDEX Optical Technologies Unitincluding but not limited to, any warranty, liability, obligation, right Losses arising out of:
(i) Third Party Software or remedy with respect to any Product or Service other than the express warranties, liabilities, obligations, rights and remedies set forth in Paragraphs 10 (Limited Warranty - Products) and 11 (Limited Warranty - Services) above.
c. Statements and data relating to Products and Services on website and in promotional, marketing and technical literature and materials of Seller and/or another IDEX Optical Technologies Unit are not warranties. Statements and data that Seller and/or another IDEX Optical Technologies Unit may provide concerning performance of Products are not intended to define the performance of any Product under actual conditions or for specific uses and applications, and should not be relied upon by Buyer and its customers in determining the fitness, suitability or appropriateness of Products for specific purposes and applications. Neither Seller nor any other IDEX Optical Technologies Unit guarantees or warrants the fitness, suitability or appropriateness of any Product for any specific purpose or application, and neither Seller nor any other IDEX Optical Technologies Unit shall have any liability or obligation if a Product is used for an application for which it is not fit, suited or appropriate. Buyer and its customers will have the sole responsibility for determining the fitness, suitability and appropriateness of Products for specific purposes and applications. Without Hardware in any way limiting way;
(ii) Your installation, testing or lack of testing of the forgoingThird Party Software or Hardware;
(iii) The selection, Buyer setup and its customers assume all risks associated with update of the use Parameters and Workflows;
(iv) Your wilful misconduct, recklessness, negligence or misuse;
(v) Your failure to follow Simpro’s reasonable directions;
(vi) Any lack or interruption of Products andsignal, power, internet or other Third Party Service howsoever arising,
Appears in 1 contract
Samples: Service Agreement
Disclaimers and Limitations. a. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT:
10.1 EXCEPT FOR AMOUNTS DUE BY CUSTOMER IN THE ORDINARY COURSE, THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE PROVISION OF HOSTED SERVICES TO CUSTOMER, REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY (WHETHER IN CONTRACT, TORT, OR OTHERWISE), SHALL NOT EXCEED USD $200,000, PROVIDED, HOWEVER, THAT THE FOREGOING LIMIT WILL NOT APPLY TO LIABILITIES ARISING UNDER SECTION 8, ARISING AS RESULT OF A PARTY'S GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT;
10.2 NAVITAIRE HEREBY DISCLAIMS AND EXCLUDES ALL WARRANTIES, RIGHTS AND REMEDIES SET FORTH IN PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES, RIGHTS AND REMEDIES PROVIDED TO BUYER WITH RESPECT TO PRODUCTS AND SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY EXPRESS OR IMPLIED, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, IN RELATION TO ANY PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES WITH RESPECT TO WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY A PARTICULAR PURPOSE, COMPATIBILITY OR INTEROPERABILITY WITH OTHER PRODUCTS, ACCURACY, PERFORMANCE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE. EXCEPT FOR THE LIABILITIES AND OBLIGATIONS IMPOSED ON SELLER UNDER PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE, NEITHER SELLER NOR ANY OTHER IDEX OPTICAL TECHNOLOGIES UNIT SHALL HAVE ANY LIABILITY OR OBLIGATION TO BUYER IN CONNECTION WITH THE FAILURE, IMPROPER PERFORMANCE, MALFUNCTION, INACCURACY OR NON-CONFORMANCE OFINFRINGEMENT OF THIRD PARTY RIGHTS BASED ON THE USE OR POSSESSION OF ANY PRODUCT, SERVICE OR RELATED MATERIALS PROVIDED UNDER THIS AGREEMENT BY NAVITAIRE; NAVITAIRE HEREBY DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS BASED ON THE USE OR POSSESSION OF ANY DEFECT PRODUCT, SERVICE OR DEFICIENCY IN, ANY PRODUCT OR SERVICERELATED MATERIALS PROVIDED UNDER THIS AGREEMENT BY NAVITAIRE. THE FOREGOING SHALL NOT LIMIT THE APPLICABILITY OF ARTICLE 8.
b. Seller does 10.3 NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY EXEMPLARY, SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND
10.4 IT IS AGREED THAT THERE ARE NO INTENDED THIRD PARTY BENEFICIARIES OF THIS AGREEMENT.
10.5 THE LIMITATIONS SET FORTH IN SECTIONS 10.1, 10.2 AND 10.3 ABOVE SHALL NOT APPLY TO LIABILITY FOR DEATH, PERSONAL INJURY OR DAMAGE TO TANGIBLE PERSONAL PROPERTY.
10.6 At all times during the term of this Agreement, each party will carry and maintain in full force and effect comprehensive general liability insurance for bodily injury including personal injury and property damage and automobile liability coverage for owned and non owned vehicles with a combined single limit of liability of not makeless than two million dollars ($2,000,000). Prior to the commencement of performance under this Agreement, each party agree to or undertakefurnish to the other with certificates evidencing that such party has the insurance required under this provision. Neither party is required to obtain insurance for the benefit of the other party, and does each party shall pay all costs and receive all benefits under policies arranged by it. Each party waives rights of subrogation it may otherwise have regarding the other party's insurance policies, including but not authorize Buyer or any other person or entity limited to makeproperty insurance, agree to or undertake in the name or on behalf of Seller and/or another IDEX Optical Technologies Unit, any warranty, liability, obligation, right or remedy with respect to any Product or Service other than the express warranties, liabilities, obligations, rights and remedies set forth in Paragraphs 10 (Limited Warranty - Products) and 11 (Limited Warranty - Services) above.
c. Statements and data relating to Products and Services on website and in promotional, marketing and technical literature and materials of Seller and/or another IDEX Optical Technologies Unit are not warranties. Statements and data that Seller and/or another IDEX Optical Technologies Unit may provide concerning performance of Products are not intended to define the performance of any Product under actual conditions or for specific uses and applicationsbusiness interruption insurance, and should not be relied upon by Buyer and its customers in determining the fitnessother first-party insurance THE FOREGOING STATES THE ENTIRE LIABILITY OF EACH OF NAVITAIRE AND CUSTOMER WITH REGARD TO THIS AGREEMENT AND THE PROVISION OF HOSTED SERVICES HEREUNDER. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION 10 ARE A FUNDAMENTAL PART OF THE BASIS OF NAVITAIRE AND CUSTOMER'S BARGAIN HEREUNDER, suitability or appropriateness of Products for specific purposes and applications. Neither Seller nor any other IDEX Optical Technologies Unit guarantees or warrants the fitness, suitability or appropriateness of any Product for any specific purpose or application, and neither Seller nor any other IDEX Optical Technologies Unit shall have any liability or obligation if a Product is used for an application for which it is not fit, suited or appropriate. Buyer and its customers will have the sole responsibility for determining the fitness, suitability and appropriateness of Products for specific purposes and applications. Without in any way limiting the forgoing, Buyer and its customers assume all risks associated with the use of Products andAND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONS.
Appears in 1 contract
Disclaimers and Limitations. a. 12.1. THE WARRANTIES, RIGHTS AND REMEDIES SET FORTH WARRANTIES EXPRESSLY STATED IN PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIESWARRANTIES OFFERED BY CALIX. THERE ARE NO OTHER WARRANTIES OR REPRESENTATIONS, RIGHTS AND REMEDIES PROVIDED TO BUYER WITH RESPECT TO PRODUCTS AND SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY EXPRESS OR IMPLIED, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, IN RELATION TO ANY PRODUCTS OR SERVICES, INCLUDING, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES WITH RESPECT TO MERCHANTABILITY, THOSE OF MERCHANTABILITY OR FITNESS FOR ANY A PARTICULAR PURPOSE, COMPATIBILITY OR INTEROPERABILITY WITH OTHER PRODUCTS, ACCURACY, PERFORMANCE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE. EXCEPT FOR THE LIABILITIES AS STATED IN SECTIONS 2.2 AND OBLIGATIONS IMPOSED ON SELLER UNDER PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) 10.1 ABOVE, NEITHER SELLER NOR ANY OTHER IDEX OPTICAL TECHNOLOGIES UNIT SHALL HAVE ANY LIABILITY THE SERVICE AND CALIX CONTENT ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OR OBLIGATION TO BUYER THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR YOUR PURPOSES. CALIX DOES NOT WARRANT THAT USE OF THE SYSTEM WILL BE ERROR-FREE OR UNINTERRUPTED. CALIX IS NOT RESPONSIBLE FOR SOFTWARE INSTALLED OR USED BY YOU OR YOUR USERS (WHETHER OR NOT IN CONNECTION WITH THE FAILURESERVICE), IMPROPER PERFORMANCE, MALFUNCTION, INACCURACY FOR THIRD PARTY SERVICES OR NON-CONFORMANCE OFMATERIALS, OR ANY DEFECT FOR THE OPERATION OR DEFICIENCY IN, ANY PRODUCT OR SERVICEPERFORMANCE OF THE INTERNET.
b. Seller does not make12.2. IN NO EVENT WILL CALIX’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF THIS AGREEMENT EXCEED THE LICENSE FEES FOR THE 12 MONTHS IMMEDIATELY PRECEDING THE TIME OF THE EVENT OR CIRCUMSTANCE GIVING RISE TO SUCH CLAIM. IN NO EVENT WILL CALIX HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS, agree to or undertakeREVENUES OR INDIRECT, and does not authorize Buyer or any other person or entity to makeSPECIAL, agree to or undertake in the name or on behalf of Seller and/or another IDEX Optical Technologies UnitINCIDENTAL, any warrantyCONSEQUENTIAL, liabilityCOVER OR PUNITIVE DAMAGES, obligationWHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, right or remedy with respect to any Product or Service other than the express warranties, liabilities, obligations, rights and remedies set forth in Paragraphs 10 (Limited Warranty - Products) and 11 (Limited Warranty - Services) aboveEVEN IF CALIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED THE FOREGOING SHALL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
c. Statements and data relating to Products and Services on website and in promotional, marketing and technical literature and materials of Seller and/or another IDEX Optical Technologies Unit are not warranties. Statements and data that Seller and/or another IDEX Optical Technologies Unit may provide concerning performance of Products are not intended to define the performance of any Product under actual conditions or for specific uses and applications, and should not be relied upon by Buyer and its customers in determining the fitness, suitability or appropriateness of Products for specific purposes and applications. Neither Seller nor any other IDEX Optical Technologies Unit guarantees or warrants the fitness, suitability or appropriateness of any Product for any specific purpose or application, and neither Seller nor any other IDEX Optical Technologies Unit shall have any liability or obligation if a Product is used for an application for which it is not fit, suited or appropriate. Buyer and its customers will have the sole responsibility for determining the fitness, suitability and appropriateness of Products for specific purposes and applications. Without in any way limiting the forgoing, Buyer and its customers assume all risks associated with the use of Products and
Appears in 1 contract
Samples: Terms of Service Agreement
Disclaimers and Limitations. a. 9.3.1 SUBJECT TO THE WARRANTIES, RIGHTS AND REMEDIES WARRANTIES SET FORTH IN PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE SECTION 9.2, THE RIGHTS TO THE LICENSED IP RIGHTS GRANTED HEREUNDER ARE THE SOLE AND EXCLUSIVE WARRANTIES, RIGHTS AND REMEDIES PROVIDED TO BUYER ARTELO ON AN “AS IS” BASIS IN ALL OTHER RESPECTS.
9.3.2 EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS ARTICLE 9, NEOMED DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCTS AND SERVICES AND ARE IN LIEU THE SUBJECT MATTER OF ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, IN RELATION TO ANY PRODUCTS OR SERVICESTHIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES WITH RESPECT TO OF MERCHANTABILITY, FITNESS FOR ANY A PARTICULAR USE OR PURPOSE, COMPATIBILITY OR INTEROPERABILITY WITH OTHER PRODUCTS, ACCURACY, PERFORMANCE AND NON-INFRINGEMENTINFRINGEMENT AND ANY WARRANTY ARISING OUT OF PRIOR COURSE OF DEALING AND/OR USAGE OF TRADE.
9.3.3 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEOMED SPECIFICALLY DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS EXPRESS OR IMPLIED, CONCERNING THE LICENSED IP RIGHTS OR OF THE COMPOUND OR PRODUCT OR THE SCOPE OF THE LICENSED PATENT RIGHTS. NEOMED MAKES NO REPRESENTATIONS, EXTENDS NO WARRANTIES, EXPRESS OR IMPLIED, AND ASSUMES NO LIABILITIES OR RESPONSIBILITIES WITH RESPECT TO THE USE, SALE OR OTHER DISPOSITION BY ARTELO, ITS AFFILIATES, ITS SUB-LICENSEES, ASSIGNEES OR END USERS OF THE COMPOUND OR THE PRODUCT MANUFACTURED OR DEVELOPED USING THE LICENSED IP RIGHTS. IN NO EVENT SHALL NEOMED BE LIABLE FOR ANY WARRANTIES ARISING FROM ANY COURSE DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF DEALINGPROFITS, USAGE REVENUE, DATA OR TRADE PRACTICE. EXCEPT FOR USE, INCURRED BY ARTELO, ITS AFFILAITES, OR THE LIABILITIES AND OBLIGATIONS IMPOSED ON SELLER UNDER PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE, NEITHER SELLER NOR SUBLICENSEES OR BY ANY OTHER IDEX OPTICAL TECHNOLOGIES UNIT SHALL HAVE ANY LIABILITY PERSON, WHETHER IN AN ACTION IN CONTRACT OR OBLIGATION TO BUYER TORT, ARISING UNDER THIS AGREEMENT OR IN CONNECTION RELATION WITH THE FAILURELICENSED IP RIGHTS, IMPROPER PERFORMANCETHE COMPOUND OR THE PRODUCT, MALFUNCTION, INACCURACY OR NON-CONFORMANCE OF, EVEN IF NEOMED OR ANY DEFECT OR DEFICIENCY IN, ANY PRODUCT OR SERVICETHIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. Seller does not make, agree to or undertake, and does not authorize Buyer or any other person or entity to make, agree to or undertake in the name or on behalf of Seller and/or another IDEX Optical Technologies Unit, any warranty, liability, obligation, right or remedy with respect to any Product or Service other than the express warranties, liabilities, obligations, rights and remedies set forth in Paragraphs 10 (Limited Warranty - Products) and 11 (Limited Warranty - Services) above.
c. Statements and data relating to Products and Services on website and in promotional, marketing and technical literature and materials of Seller and/or another IDEX Optical Technologies Unit are not warranties. Statements and data that Seller and/or another IDEX Optical Technologies Unit may provide concerning performance of Products are not intended to define the performance of any Product under actual conditions or for specific uses and applications, and should not be relied upon by Buyer and its customers in determining the fitness, suitability or appropriateness of Products for specific purposes and applications. Neither Seller nor any other IDEX Optical Technologies Unit guarantees or warrants the fitness, suitability or appropriateness of any Product for any specific purpose or application, and neither Seller nor any other IDEX Optical Technologies Unit shall have any liability or obligation if a Product is used for an application for which it is not fit, suited or appropriate. Buyer and its customers will have the sole responsibility for determining the fitness, suitability and appropriateness of Products for specific purposes and applications. Without in any way limiting the forgoing, Buyer and its customers assume all risks associated with the use of Products and
Appears in 1 contract
Samples: Material and Data Transfer, Option and License Agreement (Artelo Biosciences, Inc.)
Disclaimers and Limitations. a. Subscriber understands and agrees that the service rendered under this Agreement relies on broadband Internet service and that inherent in this system is a failure when the Subscriber’s broadband Internet has an interruption in service. Subscriber understands and agrees that Provider may not control the broadband internet service. BBT MAKES NO WARRANTIES CONCERNING THE WARRANTIESWI-FI SERVICES PROVIDED HEREUNDER, RIGHTS AND REMEDIES SET FORTH IN PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES, RIGHTS AND REMEDIES PROVIDED TO BUYER WITH RESPECT TO PRODUCTS AND SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY EXPRESS OR IMPLIED, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, IN RELATION INCLUDING BUT NOT LIMITED TO ANY PRODUCTS WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AND ANY WARRANTIES REGARDING THE DESIGN, CONDITIONS OF, OR QUALITY OF THE MATERIAL OR WORKMANSHIP OF ANY WI-FI SERVICES. IN NO EVENT WILL BBT BE LIABLE TO THE SUBSCRIBER OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES WITH RESPECT TO MERCHANTABILITYLOSS OF REVENUE, FITNESS FOR ANY PARTICULAR PURPOSELOSS OF GOODWILL, COMPATIBILITY OR INTEROPERABILITY WITH OTHER PRODUCTS, ACCURACY, PERFORMANCE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM ANY COURSE LOSS OF DEALING, USAGE OR TRADE PRACTICE. EXCEPT FOR THE LIABILITIES AND OBLIGATIONS IMPOSED ON SELLER UNDER PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE, NEITHER SELLER NOR ANY OTHER IDEX OPTICAL TECHNOLOGIES UNIT SHALL HAVE ANY LIABILITY OR OBLIGATION TO BUYER IN CONNECTION WITH THE FAILURE, IMPROPER PERFORMANCE, MALFUNCTION, INACCURACY OR NON-CONFORMANCE OFBUSINESS, OR LOSS OF PROFITS, ARISING IN ANY MANNER FROM THESE WI-FI TERMS AND CONDITIONS AND THE PERFORMANCE OR NONPERFORMANCE OF BBT’s OBLIGATIONS HEREUNDER, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF BBT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBSCRIBER’S SOLE REMEDY RELATED TO ANY DEFECT OR DEFICIENCY IN, ANY PRODUCT OR SERVICEFAILURE OF THE WI-FI SERVICES IS LIMITED TO A REFUND OF THE PRO RATED PORTION OF THE MONTHLY CHARGES FOR THE AFFECTED WI-FI SERVICES UP TO AN AGGREGATE MAXIMUM OF ONE MONTH’S CHARGES.
b. Seller does not make, agree to or undertake, and does not authorize Buyer or any other person or entity to make, agree to or undertake in the name or on behalf of Seller and/or another IDEX Optical Technologies Unit, any warranty, liability, obligation, right or remedy with respect to any Product or Service other than the express warranties, liabilities, obligations, rights and remedies set forth in Paragraphs 10 (Limited Warranty - Products) and 11 (Limited Warranty - Services) above.
c. Statements and data relating to Products and Services on website and in promotional, marketing and technical literature and materials of Seller and/or another IDEX Optical Technologies Unit are not warranties. Statements and data that Seller and/or another IDEX Optical Technologies Unit may provide concerning performance of Products are not intended to define the performance of any Product under actual conditions or for specific uses and applications, and should not be relied upon by Buyer and its customers in determining the fitness, suitability or appropriateness of Products for specific purposes and applications. Neither Seller nor any other IDEX Optical Technologies Unit guarantees or warrants the fitness, suitability or appropriateness of any Product for any specific purpose or application, and neither Seller nor any other IDEX Optical Technologies Unit shall have any liability or obligation if a Product is used for an application for which it is not fit, suited or appropriate. Buyer and its customers will have the sole responsibility for determining the fitness, suitability and appropriateness of Products for specific purposes and applications. Without in any way limiting the forgoing, Buyer and its customers assume all risks associated with the use of Products and
Appears in 1 contract
Disclaimers and Limitations. a. TO THE WARRANTIESEXTENT ALLOWED BY LAW, RIGHTS THE SOFTWARE AND REMEDIES SET FORTH IN PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE THE ACCESS TO ANY RELATED SOFTWARE SERVICES ARE THE SOLE AND EXCLUSIVE WARRANTIES, RIGHTS AND REMEDIES PROVIDED TO BUYER WITH RESPECT TO PRODUCTS AND SERVICES AND ARE IN LIEU SUBSCRIBER "AS IS" WITHOUT WARRANTIES OR CONDITIONS OF ALL OTHER WARRANTIESANY KIND, RIGHTS AND REMEDIESWHETHER ORAL OR WRITTEN, EXPRESS, STATUTORY EXPRESS OR IMPLIED, AND SELLER . CBI SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, IN RELATION TO ANY PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES WITH RESPECT TO OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSESATISFACTORY QUALITY, COMPATIBILITY OR INTEROPERABILITY WITH OTHER PRODUCTS, ACCURACY, PERFORMANCE AND NON-INFRINGEMENT, TITLE, ACCURACY OF INFORMATIONAL CONTENT, AND FITNESS FOR A PARTICULAR PURPOSE, THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY SUBSCRIBER AND CUSTOMERS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CBI OR CBI AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. CBI DOES NOT REPRESENT THAT ITS SERVERS WILL BE AVAILABLE AT ALL TIMES OR WILL BE FUNCTIONING PROPERLY WHEN SUBSCRIBER OR OTHERS WISH TO ACCESS THE FUNCTIONALITY OF THE SOFTWARE HEREUNDER. CBI’S SERVERS MAY BE UNAVAILABLE AT TIMES FOR MAINTENANCE OR FOR A VARIETY OF OTHER REASONS. CBI SHALL NOT BE LIABLE TO SUBSCRIBER OR CUSTOMERS FOR ANY PERIODS OF UNAVAILABILITY AND SUBSCRIBER AND CUSTOMERS SHALL NOT BE ENTITLED TO ANY REFUNDS FOR THOSE PERIODS WHEN THE SERVERS ARE NOT AVAILABLE OR ARE NOT FUNCTIONING PROPERLY. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAWS.
b. EXCEPT TO THE EXTENT PROHIBITED BY LAW, IN NO EVENT SHALL CBI OR ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS OR SUPPLIERS BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA, OR DOWNTIME COSTS), ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SOFTWARE, WHETHER BASED IN WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY, AND WHETHER OR NOT CBI WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CBI’ AND ITS SUPPLIERS' ENTIRE LIABILITY AND SUBSCRIBER’S AND/OR CUSTOMERS’ EXCLUSIVE REMEDY SHALL BE, AT CBI’S OPTION FROM ANY COURSE TIME TO TIME EXERCISED SUBJECT TO APPLICABLE LAW, (A) RETURN OF DEALING, USAGE OR TRADE PRACTICE. EXCEPT THE CURRENT MONTH SUBSCRIPTION PRICE PAID (IF ANY) FOR THE LIABILITIES USE OF THE SOFTWARE, OR (B) REPAIR OR REPLACEMENT OF THE CURRENT VERSION OF THE SOFTWARE.
c. EXCEPT TO THE EXTENT ALLOWED BY LOCAL LAW, THESE WARRANTY TERMS DO NOT EXCLUDE, RESTRICT OR MODIFY, AND OBLIGATIONS IMPOSED ARE IN ADDITION TO, THE MANDATORY STATUTORY RIGHTS APPLICABLE TO THE LICENSE OF THE SOFTWARE TO SUBSCRIBER AND/OR CUSTOMERS; PROVIDED, HOWEVER, THAT THE UNITED NATIONS CONVENTION ON SELLER UNDER PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS SPECIFICALLY DISCLAIMED AND 11 (LIMITED WARRANTY - SERVICES) ABOVE, NEITHER SELLER NOR ANY OTHER IDEX OPTICAL TECHNOLOGIES UNIT SHALL HAVE ANY LIABILITY NOT GOVERN OR OBLIGATION APPLY TO BUYER THE SOFTWARE PROVIDED IN CONNECTION WITH THE FAILURE, IMPROPER PERFORMANCE, MALFUNCTION, INACCURACY OR NON-CONFORMANCE OF, OR ANY DEFECT OR DEFICIENCY IN, ANY PRODUCT OR SERVICETHIS AGREEMENT.
b. Seller does not maked. CBI DOES NOT PROMISE THAT THE SOFTWARE WILL FUNCTION ON OR BE COMPATIBLE WITH SUBSCRIBER’S OR CUSTOMERS’ COMPUTER SYSTEM OR WEB BROWSER. CBI DOES NOT PROMISE OR WARRANT THAT SUBSCRIBER’S OR CUSTOMERS’ COMPUTER SYSTEM OR WEB BROWSER WILL BE COMPATIBLE WITH THE FUNCTIONALITY AVAILABLE THROUGH OUR SERVER. IT IS SUBSCRIBER'S AND CUSTOMERS’ SOLE RESPONSIBILITY TO ENSURE THAT THEIR RESPECTIVE COMPUTER SYSTEMS, agree to or undertakeWEB BROWSERS AND/OR INTERNET ACCESS ARE COMPATIBLE WITH THE SOFTWARE AND CBI’S SERVER FUNCTIONALITY.
e. The disclaimers, exclusions and does not authorize Buyer or any other person or entity to make, agree to or undertake in the name or on behalf limitations of Seller and/or another IDEX Optical Technologies Unit, any warranty, liability, obligation, right or remedy with respect to any Product or Service other than the express warranties, liabilities, obligations, rights and remedies liability set forth in Paragraphs 10 (Limited Warranty - Products) and 11 (Limited Warranty - Services) abovethis Agreement form an essential basis of the bargain between the parties, and, absent any of such disclaimers, exclusions or limitations of liability, the provisions of this Agreement, including, without limitation, the economic terms, would be substantially different.
c. Statements and data relating to Products and Services on website and in promotional, marketing and technical literature and materials of Seller and/or another IDEX Optical Technologies Unit are not warranties. Statements and data that Seller and/or another IDEX Optical Technologies Unit may provide concerning performance of Products are not intended to define the performance of any Product under actual conditions or for specific uses and applications, and should not be relied upon by Buyer and its customers in determining the fitness, suitability or appropriateness of Products for specific purposes and applications. Neither Seller nor any other IDEX Optical Technologies Unit guarantees or warrants the fitness, suitability or appropriateness of any Product for any specific purpose or application, and neither Seller nor any other IDEX Optical Technologies Unit shall have any liability or obligation if a Product is used for an application for which it is not fit, suited or appropriate. Buyer and its customers will have the sole responsibility for determining the fitness, suitability and appropriateness of Products for specific purposes and applications. Without in any way limiting the forgoing, Buyer and its customers assume all risks associated with the use of Products and
Appears in 1 contract
Samples: Subscription and License Agreement
Disclaimers and Limitations. a. 16.1. THE WARRANTIES, RIGHTS AND REMEDIES SET FORTH WARRANTIES EXPRESSLY STATED IN PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIESWARRANTIES OFFERED BY US. THERE ARE NO OTHER WARRANTIES OR REPRESENTATIONS, RIGHTS AND REMEDIES PROVIDED TO BUYER WITH RESPECT TO PRODUCTS AND SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY EXPRESS OR IMPLIED, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, IN RELATION TO ANY PRODUCTS OR SERVICES, INCLUDING, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES WITH RESPECT TO THOSE OF MERCHANTABILITY, FITNESS FOR ANY A PARTICULAR PURPOSE, COMPATIBILITY PURPOSE OR INTEROPERABILITY WITH OTHER PRODUCTS, ACCURACY, PERFORMANCE AND NON-AGAINST INFRINGEMENT, EXCEPT AS STATED IN SECTIONS 4.4, 12, 13 AND ANY WARRANTIES ARISING FROM ANY COURSE 14 ABOVE, THE SERVICE, THE SOFTWARE AND OUR CONTENT ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR YOUR PURPOSES. WE DO NOT WARRANT THAT USE OF DEALING, USAGE THE SYSTEM OR TRADE PRACTICESERVICE WILL BE ERROR-FREE OR UNINTERRUPTED. EXCEPT WE ARE NOT RESPONSIBLE FOR SOFTWARE INSTALLED OR USED BY YOU OR USERS OR FOR THE LIABILITIES AND OBLIGATIONS IMPOSED ON SELLER UNDER PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVEOPERATION OR PERFORMANCE OF THE INTERNET.
16.2. IN NO EVENT SHALL WE, NEITHER SELLER NOR OUR AFFILIATED COMPANIES, OR OUR OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, CONTRACTORS, OR SUPPLIERS BE LIABLE TO YOU OR ANY OTHER IDEX OPTICAL TECHNOLOGIES UNIT SHALL HAVE THIRD PARTY FOR ANY LIABILITY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR OBLIGATION TO BUYER PUNITIVE DAMAGES, OR FOR ANY LOSS OF USE, PROFITS, DATA OR BUSINESS, ARISING IN ANY WAY IN CONNECTION WITH THE FAILURE, IMPROPER PERFORMANCE, MALFUNCTION, INACCURACY OR NON-CONFORMANCE OFSUBJECT MATTER OF THIS AGREEMENT, OR ANY DEFECT OR DEFICIENCY IN, ANY PRODUCT WITH THE SITE OR SERVICE, AND REGARDLESS OF THE FORM OF ACTION, EVEN IF WE OR SUCH OTHER PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. Seller does 16.3. IN NO EVENT SHALL WE, OUR AFFILIATED COMPANIES, OR OUR OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, CONTRACTORS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, LOSSES OR LIABILITIES ARISING IN ANY WAY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT, OR WITH THE SITE OR SERVICE, REGARDLESS OF THE FORM OF ACTION, IN AN AMOUNT WHICH IS GREATER THAN THE AMOUNT PAID BY YOU TO US FOR THE SITE OR SERVICE DURING THE TWO (2) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
16.4. The Service may include gateways, links or other functionality that allow You and/or Users to access third party services (“Third Party Service”) and/or third party content and materials (“Third Party Materials”). We do not makesupply and are not responsible for any Third Party Service or Third Party Materials, agree which may be subject to their own licenses, end-user agreements, privacy and security policies, and/or terms of use. WE MAKE NO WARRANTY AS TO THIRD PARTY SERVICES OR THIRD PARTY MATERIALS.
16.5. There is no employment, contractor, agency, partnership, joint venture, representative or undertakefiduciary relationship between Us and You of any kind and We shall have no liability or responsibility of any kind for Your and/or Users’ acts, errors or omissions, including without limitation, fraud, negligence, breach of contract, quality of services, non-compliance with applicable laws, infringements, or criminal or tortious acts or omissions, whether same take place on the Site or offline. Although We provide rules for Your Content and Your conduct, We do not control User behavior or Your Content, and does have no liability for the posting, removal, or failure to post or remove Your Content on or from the Site or for the discontinuation or failure to discontinue access of any User to the Site. Although We prohibit certain activities in this Agreement, We do not authorize Buyer control and We take no responsibility or liability for any of Your Content or the content of any other User, or for any loss or damage thereto. Your use of the Site is at Your own risk.
16.6. We assume no responsibility for the selection of the Site or Service to achieve any intended purpose, or for the results of the Service or of any transactions between Users of the Site or between Users and third parties offering or selling products or services through links on the Site. We do not make any warranties as the accuracy, completeness or reliability of any content on the Site, whether provided by Us, other Users, or any third parties, or that such content is up to date. We do not make any representations as to the identity or reliability of any party, including any other person or entity to make, agree to or undertake in the name or on behalf of Seller and/or another IDEX Optical Technologies Unit, any warranty, liability, obligation, right or remedy with respect to any Product User.
16.7. The Site or Service may be unavailable from time to time for maintenance or other than reasons. We do not warrant that the express warrantiesSite or Service will be uninterrupted, liabilitieserror free, obligationssecure, rights and remedies set forth in Paragraphs 10 (Limited Warranty - Products) and 11 (Limited Warranty - Services) aboveor free of viruses or other harmful code, files, or mechanisms. We disclaim all liability or responsibility for any damage, loss of data, errors, delays, malfunctions, or failures of any computers, devices, equipment, property, or services resulting directly or indirectly from access to the Site or Service.
c. Statements 16.8. We endeavor to use reasonable security measures to protect against unauthorized access to Your account. We cannot, however, guarantee absolute security of Your account, Your Tenancy or Your Content, and data relating We cannot promise that Our security measures will prevent unauthorized or illegal access to Products and Services on website and in promotionalthe Service, marketing and technical literature and materials of Seller and/or another IDEX Optical Technologies Unit the Site or its contents.
16.9. We are not warrantiesand will not be deemed to be involved in any way in any communications, contracts, or transactions between You and Your customers or any third party, as a party, agent, representative, or otherwise. Statements You acknowledge that We have no control over, and data no liability for, the quality or results of the services You or others provide through use of the Service. We do not independently investigate or evaluate the skills, education, experience, background, or financial circumstances of any User.
16.10. You agree (i) that Seller and/or another IDEX Optical Technologies Unit may provide concerning performance of Products You are not intended to define the responsible for Your performance of any Product obligations You may have to Your customers and that We have no obligation to Your customers; and (ii) that Your customers are not third party beneficiaries under this Agreement.
16.11. Unauthorized Use may constitute infringement of Our intellectual property rights. In the event that You or any User authorized by You violate Our intellectual property rights, You acknowledge and agree You are liable for actual conditions damages, statutory damages, reasonable attorney fees, lost profits, diminution of value of the software, lost license fees, any or all of the aforementioned, including, but not limited to all other costs and expenses incurred by Us for specific uses the loss according to law. You acknowledge and applicationsagree that in the event of a breach of this Agreement by unauthorized Use of the Service, that You will pay us as liquidated damages and should not be relied upon by Buyer and its customers in determining as a penalty, an amount equal to the fitnessper word rate of One ($1.00) Dollar for each word entered into the Service, suitability an amount You agree is reasonable under the circumstances existing at the time You subscribe.
16.12. We reserve the right to change the name You select for your Tenancy, delete Your credentials, or appropriateness terminate Your subscription if We determine You have violated Section 3.5.9 of Products for specific purposes and applications. Neither Seller nor any other IDEX Optical Technologies Unit guarantees or warrants the fitness, suitability or appropriateness of any Product for any specific purpose or application, and neither Seller nor any other IDEX Optical Technologies Unit shall have any liability or obligation if a Product is used for an application for which it is not fit, suited or appropriate. Buyer and its customers will have the sole responsibility for determining the fitness, suitability and appropriateness of Products for specific purposes and applications. Without in any way limiting the forgoing, Buyer and its customers assume all risks associated with the use of Products andthis Agreement.
Appears in 1 contract
Samples: Subscription Agreement
Disclaimers and Limitations. a. Standard Warranty. The warranties of DiscoverOrg applicable to the Services are stated in the terms of use agreement between DiscoverOrg and the End User and are the only warranties made by DiscoverOrg relating to the Services. Such warranties are made to the End User (and not Partner) and are subject to any, and all accompanying disclaimers, limitations, and other terms. • Disclaimers. EXCEPT FOR THE WARRANTIES, RIGHTS AND REMEDIES LIMITED WARRANTY SET FORTH IN PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE ARE THE SOLE AND EXCLUSIVE SECTION 6.1, DISCOVERORG MAKES NO WARRANTIES, RIGHTS AND REMEDIES PROVIDED TO BUYER WITH RESPECT TO PRODUCTS AND SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, AND SELLER DISCOVERORG EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. • Limitation on Liability. NOTWITHSTANDING ANY OTHER PROVISION IN RELATION THIS AGREEMENT, DISCOVERORG’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO ANY PRODUCTS THIS AGREEMENT OR SERVICESTHE SERVICES SHALL IN NO EVENT EXCEED THE AGGREGATE AMOUNT OF REFERRAL FEES PAID BY DISCOVERORG TO PARTNER UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CAUSE OF ACTION AROSE. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. • Exclusion of Certain Damages. NOTWITHSTANDING ANY IMPLIED WARRANTIES WITH RESPECT TO MERCHANTABILITYOTHER PROVISION IN THIS AGREEMENT, FITNESS DISCOVERORG SHALL IN NO EVENT BE LIABLE FOR ANY PARTICULAR PURPOSECONSEQUENTIAL, COMPATIBILITY SPECIAL, INDIRECT, INCIDENTAL OR INTEROPERABILITY WITH OTHER PRODUCTS, ACCURACY, PERFORMANCE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE. EXCEPT FOR THE LIABILITIES AND OBLIGATIONS IMPOSED ON SELLER UNDER PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE, NEITHER SELLER NOR ANY OTHER IDEX OPTICAL TECHNOLOGIES UNIT SHALL HAVE ANY LIABILITY OR OBLIGATION TO BUYER IN CONNECTION WITH THE FAILURE, IMPROPER PERFORMANCE, MALFUNCTION, INACCURACY OR NON-CONFORMANCE OFPUNITIVE DAMAGES, OR FOR ANY DEFECT LOSS OF PROFITS, REVENUE OR DEFICIENCY INBUSINESS OPPORTUNITIES, ANY PRODUCT OR SERVICE.
b. Seller does not make, agree to or undertakeREGARDLESS OF THE FORM OF ACTION AND EVEN IF DISCOVERORG HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. • Misrepresentation and Wrongful Conduct. Partner shall be responsible for, and does not authorize Buyer shall indemnify DiscoverOrg against and hold DiscoverOrg harmless from, any and all claims, damages, suits, judgments and expenses (including reasonable attorneys’ fees) arising out of any misrepresentation or any other person wrongful conduct of Partner or entity to make, agree to its employees or undertake agents. Partner agrees that in the name course of advertising and selling the Services it shall make no representations or on behalf of Seller and/or another IDEX Optical Technologies Unitclaims other than those contained in the standard descriptions and advertising literature for the Services furnished to Partner by DiscoverOrg. In the event that Partner makes any representation or claim other than those permitted above, any warrantyDiscoverOrg shall have no responsibility, liability, obligation, right or remedy expense relating to or resulting from such representation or claim by Partner and Partner shall indemnify DiscoverOrg against any such responsibility, liability, obligation, or expense. • Intellectual Property. DiscoverOrg agrees to defend Partner against any action brought against Partner with respect to any Product claim, demand, cause of action, debt or Service other than liability, including reasonable attorneys’ fees, to the express warrantiesextent that such action is based upon a claim that the Services infringes or violates any U.S. intellectual property rights of third parties not affiliated with Licensee, liabilities, obligationsincluding without limitation, rights associated with patents, copyrights, trademarks, or trade secrets. • Notice. In claiming any indemnification under Section 7.1 or 7.2, the indemnified party shall promptly provide the indemnifying party with written notice of any claim which the indemnified party believes falls within the scope of the foregoing Sections. The indemnified party may, at its own expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense and remedies set forth all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the indemnified party shall not be final without the indemnified party’s written consent, which shall not be unreasonably withheld. • Property Rights. Partner agrees and acknowledges that this Agreement does not transfer or convey to Partner or its End Users any ownership in Paragraphs 10 (Limited Warranty - Products) and 11 (Limited Warranty - or to the Services) above.
c. Statements and data , or in or to any patents, trademarks, inventions, copyrights, trade secrets or any other intellectual property relating to Products the Services, and that all of the foregoing are owned and held exclusively by DiscoverOrg and/or its licensors, if any. • Modification. This Agreement does not convey any license, expressly or by implication, to manufacture, reverse engineer, duplicate, or otherwise copy or reproduce any of the Services. Partner shall not develop derivative works or derivative products with the use or aid of any Services, or reproduce or disassemble, decompile, reverse engineer any Services. Partner shall not modify the Services on website or bundle the Services with any non-DiscoverOrg services or components without express written consent from DiscoverOrg. • Feedback. Any recommendations, ideas, contributions, corrections, enhancements, improvements, or the like relating to the Services that are submitted to DiscoverOrg by Partner and are incorporated, implemented, or used by DiscoverOrg in promotionalthe Services, marketing or in any computer programs, products, technology, or processes of DiscoverOrg, shall be the sole property of DiscoverOrg and technical literature the same, together with all copyrights, trade secrets, patent rights, and other intellectual property thereto shall be and hereby are assigned to DiscoverOrg. Partner acknowledges that, by reason of its relationship to DiscoverOrg under this Agreement, Partner may have access to certain information and materials of Seller and/or another IDEX Optical Technologies Unit are not warranties. Statements and data that Seller and/or another IDEX Optical Technologies Unit may provide concerning performance of Products are not intended to define the performance of any Product under actual conditions or for specific uses and applicationsbusiness, plans, End Users, technology, and should products that are confidential. Such information and materials are of substantial value to DiscoverOrg which value would be impaired if such information were disclosed to third parties. Partner shall not be relied upon by Buyer and its customers in determining the fitnessdisclose to third parties, suitability or appropriateness of Products for specific purposes and applications. Neither Seller nor any other IDEX Optical Technologies Unit guarantees or warrants the fitness, suitability or appropriateness of any Product for any specific purpose or application, and neither Seller nor any other IDEX Optical Technologies Unit shall have any liability or obligation if a Product is used for an application for which it is not fit, suited or appropriate. Buyer and its customers will have the sole responsibility for determining the fitness, suitability and appropriateness of Products for specific purposes and applications. Without use in any way limiting for its own account or for the forgoingaccount of any third party, Buyer any such confidential information disclosed to it by DiscoverOrg. Partner shall not publish any descriptions of the Services beyond the descriptions published by DiscoverOrg. • Trademark Rights. Subject to the terms and conditions of this Agreement, DiscoverOrg grants to Partner a nonexclusive, nontransferable, royalty-free right to use the DiscoverOrg name and logo (“Trademarks”), but only to promote and market the Services during the term of this Agreement and only in accordance with DiscoverOrg’s then-current trademark usage policies as published by DiscoverOrg on its customers assume web site or as otherwise communicated to Partner from time to time. Partner acknowledges that DiscoverOrg is the owner of the Trademarks and Partner agrees that it will do nothing inconsistent with such ownership and that all risks associated use of the Trademarks by Partner shall inure to the benefit of DiscoverOrg. Upon use of DiscoverOrg trademarks, Partner agrees to notify DiscoverOrg within thirty (30) days of its use and to supply a copy of the material containing trademarks, including disclosure of distribution and intended recipients of the material. Partner acknowledges that the Trademarks are valid under applicable law. Partner shall not register or attempt to register the Trademarks in any country or jurisdiction. Partner shall not make any express or implied statement or suggestion, or use the Trademarks in any manner, that dilutes, tarnishes, degrades, disparages, or otherwise reflects adversely on DiscoverOrg or its business, products or services. • No Conflict. Partner agrees that it shall not adopt a trademark, trade name, uniform resource locator (“URL”), Internet domain name, or symbol confusingly similar to any trademark or name of DiscoverOrg or its products. If it is found that Partner has used or is using or has previously registered such prior to or after entering into this Agreement, Partner shall irrevocably and without limitation or additional consideration assign, transfer, and convey all rights, privileges, registrations, and titles, if any, claimed by Partner to DiscoverOrg and shall then strictly comply with the provisions of this Section 10. DiscoverOrg may (in addition to any other available remedies) terminate this Agreement immediately if Partner opposes, contests, or challenges in any manner DiscoverOrg’s ownership and use of Products andits name and trademarks. • Term of the Agreement. This Agreement shall commence as of the Effective Date and shall continue in effect for one (1) year. This Agreement shall thereafter automatically renew for successive one-year terms. • Termination. Either party may terminate this Agreement at any time upon 30 days prior written notice to the other party. This Agreement shall automatically terminate in the event that either party makes any assignment for the benefit of creditors, files a petition for bankruptcy, or is adjudged bankrupt or becomes insolvent or is place in the hands of a receiver. • DiscoverOrg reserves the right to immediately suspend or terminate the provision of the Service to any End User that violates DiscoverOrg’s End User License Agreement. • Effect of Termination. Upon termination of this Agreement for any reason, all rights and licenses granted to Partner under this Agreement will immediately terminate. Partner shall continue to be entitled to receive any amounts owing to Partner up to the date of termination, after payment of which Referral Fees to Partner will be discontinued, unless otherwise stated in this Agreement. Termination of this Agreement shall not act as a waiver of any breach of this Agreement or as a release of either party from any liability for breach of such party’s obligations under this Agreement. Notwithstanding any other provision in this Agreement, DiscoverOrg will not by reason of the termination of this Agreement be liable for compensation, reimbursement, or damages on account of any loss of prospective profits on anticipated sales, or on account of any expenditures, investments, or other commitments made in connection with Partner’s business or goodwill, or otherwise. • Survival. Provision of this Agreement which by their nature or express terms extend beyond the duration of this Agreement or require performance after termination of this Agreement, shall survive termination of this Agreement.
Appears in 1 contract
Samples: Referral Agreement
Disclaimers and Limitations. a. 9.3.1 SUBJECT TO THE WARRANTIES, RIGHTS AND REMEDIES WARRANTIES SET FORTH IN PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE SECTION 9.2, THE RIGHTS TO THE LICENSED IP RIGHTS GRANTED HEREUNDER ARE THE SOLE AND EXCLUSIVE WARRANTIES, RIGHTS AND REMEDIES PROVIDED TO BUYER ARTELO ON AN “AS IS” BASIS IN ALL OTHER RESPECTS. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
9.3.2 EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS ARTICLE 9, NEOMED DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCTS AND SERVICES AND ARE IN LIEU THE SUBJECT MATTER OF ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, IN RELATION TO ANY PRODUCTS OR SERVICESTHIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES WITH RESPECT TO OF MERCHANTABILITY, FITNESS FOR ANY A PARTICULAR USE OR PURPOSE, COMPATIBILITY OR INTEROPERABILITY WITH OTHER PRODUCTS, ACCURACY, PERFORMANCE AND NON-INFRINGEMENTINFRINGEMENT AND ANY WARRANTY ARISING OUT OF PRIOR COURSE OF DEALING AND/OR USAGE OF TRADE.
9.3.3 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEOMED SPECIFICALLY DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS EXPRESS OR IMPLIED, CONCERNING THE LICENSED IP RIGHTS OR OF THE COMPOUND OR PRODUCT OR THE SCOPE OF THE LICENSED PATENT RIGHTS. NEOMED MAKES NO REPRESENTATIONS, EXTENDS NO WARRANTIES, EXPRESS OR IMPLIED, AND ASSUMES NO LIABILITIES OR RESPONSIBILITIES WITH RESPECT TO THE USE, SALE OR OTHER DISPOSITION BY ARTELO, ITS AFFILIATES, ITS SUB-LICENSEES, ASSIGNEES OR END USERS OF THE COMPOUND OR THE PRODUCT MANUFACTURED OR DEVELOPED USING THE LICENSED IP RIGHTS. IN NO EVENT SHALL NEOMED BE LIABLE FOR ANY WARRANTIES ARISING FROM ANY COURSE DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF DEALINGPROFITS, USAGE REVENUE, DATA OR TRADE PRACTICE. EXCEPT FOR USE, INCURRED BY ARTELO, ITS AFFILAITES, OR THE LIABILITIES AND OBLIGATIONS IMPOSED ON SELLER UNDER PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE, NEITHER SELLER NOR SUBLICENSEES OR BY ANY OTHER IDEX OPTICAL TECHNOLOGIES UNIT SHALL HAVE ANY LIABILITY PERSON, WHETHER IN AN ACTION IN CONTRACT OR OBLIGATION TO BUYER TORT, ARISING UNDER THIS AGREEMENT OR IN CONNECTION RELATION WITH THE FAILURELICENSED IP RIGHTS, IMPROPER PERFORMANCETHE COMPOUND OR THE PRODUCT, MALFUNCTION, INACCURACY OR NON-CONFORMANCE OF, EVEN IF NEOMED OR ANY DEFECT OR DEFICIENCY IN, ANY PRODUCT OR SERVICETHIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. Seller does not make, agree to or undertake, and does not authorize Buyer or any other person or entity to make, agree to or undertake in the name or on behalf of Seller and/or another IDEX Optical Technologies Unit, any warranty, liability, obligation, right or remedy with respect to any Product or Service other than the express warranties, liabilities, obligations, rights and remedies set forth in Paragraphs 10 (Limited Warranty - Products) and 11 (Limited Warranty - Services) above.
c. Statements and data relating to Products and Services on website and in promotional, marketing and technical literature and materials of Seller and/or another IDEX Optical Technologies Unit are not warranties. Statements and data that Seller and/or another IDEX Optical Technologies Unit may provide concerning performance of Products are not intended to define the performance of any Product under actual conditions or for specific uses and applications, and should not be relied upon by Buyer and its customers in determining the fitness, suitability or appropriateness of Products for specific purposes and applications. Neither Seller nor any other IDEX Optical Technologies Unit guarantees or warrants the fitness, suitability or appropriateness of any Product for any specific purpose or application, and neither Seller nor any other IDEX Optical Technologies Unit shall have any liability or obligation if a Product is used for an application for which it is not fit, suited or appropriate. Buyer and its customers will have the sole responsibility for determining the fitness, suitability and appropriateness of Products for specific purposes and applications. Without in any way limiting the forgoing, Buyer and its customers assume all risks associated with the use of Products and
Appears in 1 contract
Samples: Material and Data Transfer, Option and License Agreement (Artelo Biosciences, Inc.)
Disclaimers and Limitations. a. 10.1. THE WARRANTIES, RIGHTS AND REMEDIES SET FORTH WARRANTIES EXPRESSLY STATED IN PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIESWARRANTIES OFFERED BY AUTHENTICA. AUTHENTICA MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, RIGHTS AND REMEDIES PROVIDED TO BUYER WITH RESPECT TO PRODUCTS AND SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE SOLUTION IS PROVIDED TO CUSTOMER ON AN “AS IS” AND SELLER DISCLAIMS “AS AVAILABLE” BASIS. CUSTOMER ASSUMES ALL OTHER WARRANTIESRESPONSIBILITY FOR DETERMINING WHETHER THE SOLUTION OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR CUSTOMER’S PURPOSES. AUTHENTICA DOES NOT WARRANT THAT USE OF THE SOLUTION WILL BE ERROR-FREE OR UNINTERRUPTED. AUTHENTICA IS NOT RESPONSIBLE FOR SOFTWARE INSTALLED OR USED BY CUSTOMER OR USERS OR FOR THE OPERATION OR PERFORMANCE OF THE INTERNET.
10.2. EXCEPT WITH REGARD TO A BREACH BY CUSTOMER OF SECTIONS 5, RIGHTS 6, OR 8 AND REMEDIES, EXPRESS, STATUTORY OR IMPLIEDEITHER PARTY’S BREACH OF SECTION 11, IN RELATION TO NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY PRODUCTS INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL DAMAGES OF ANY TYPE OR SERVICES, KIND (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES WITH RESPECT TO MERCHANTABILITYLOSS OF DATA, FITNESS FOR ANY PARTICULAR PURPOSEREVENUE, COMPATIBILITY PROFITS, USE OR INTEROPERABILITY WITH OTHER PRODUCTS, ACCURACY, PERFORMANCE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR TRADE PRACTICEECONOMIC ADVANTAGE).
10.3. EXCEPT WITH REGARD TO CUSTOMER’S PAYMENT OBLIGATIONS AND THE OBLIGATIONS IN SECTION 11, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE SUM OF FIVE HUNDRED DOLLARS ($500.00), THE PARTIES ACKNOWLEDGING THAT AUTHENTICA IS PROVIDING THE SOLUTION FOR THE LIABILITIES AND OBLIGATIONS IMPOSED ON SELLER UNDER PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE, NEITHER SELLER NOR ANY OTHER IDEX OPTICAL TECHNOLOGIES UNIT SHALL HAVE ANY LIABILITY OR OBLIGATION TO BUYER IN CONNECTION WITH THE FAILURE, IMPROPER PERFORMANCE, MALFUNCTION, INACCURACY OR NON-CONFORMANCE OF, OR ANY DEFECT OR DEFICIENCY IN, ANY PRODUCT OR SERVICENO CHARGE.
b. Seller does not make, agree to or undertake, and does not authorize Buyer or any other person or entity to make, agree to or undertake in the name or on behalf of Seller and/or another IDEX Optical Technologies Unit, any warranty, liability, obligation, right or remedy with respect to any Product or Service other than the express warranties, liabilities, obligations, rights and remedies set forth in Paragraphs 10 (Limited Warranty - Products) and 11 (Limited Warranty - Services) above.
c. Statements and data relating to Products and Services on website and in promotional, marketing and technical literature and materials of Seller and/or another IDEX Optical Technologies Unit are not warranties. Statements and data that Seller and/or another IDEX Optical Technologies Unit may provide concerning performance of Products are not intended to define the performance of any Product under actual conditions or for specific uses and applications, and should not be relied upon by Buyer and its customers in determining the fitness, suitability or appropriateness of Products for specific purposes and applications. Neither Seller nor any other IDEX Optical Technologies Unit guarantees or warrants the fitness, suitability or appropriateness of any Product for any specific purpose or application, and neither Seller nor any other IDEX Optical Technologies Unit shall have any liability or obligation if a Product is used for an application for which it is not fit, suited or appropriate. Buyer and its customers will have the sole responsibility for determining the fitness, suitability and appropriateness of Products for specific purposes and applications. Without in any way limiting the forgoing, Buyer and its customers assume all risks associated with the use of Products and
Appears in 1 contract
Samples: Software as a Service Agreement
Disclaimers and Limitations. a. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED, EXPRESSED OR IMPLIED, AS: (I) A WARRANTY OR REPRESENTATION BY LICENSOR AS TO THE WARRANTIESVALIDITY OR SCOPE OF ANY OF THE LICENSED PATENTS; (II) A WARRANTY OR REPRESENTATION BY LICENSOR THAT ANYTHING MADE AND/OR SOLD UNDER ANY RIGHT GRANTED IN THIS AGREEMENT IS FREE FROM INFRINGEMENT OR WILL NOT INFRINGE, RIGHTS DIRECTLY, CONTRIBUTORILY, BY INDUCEMENT OR OTHERWISE, UNDER THE LAWS OF ANY COUNTRY, ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT THAT IS NOT A LICENSED PATENT AND REMEDIES SET FORTH IN PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE ARE IT SHALL BE THE SOLE AND EXCLUSIVE WARRANTIES, RIGHTS AND REMEDIES PROVIDED RESPONSIBILITY OF THE LICENSEE TO BUYER MAKE SUCH DETERMINATION AS IS NECESSARY WITH RESPECT TO PRODUCTS AND SERVICES AND ARE IN LIEU THE ACQUISITION OF LICENSES UNDER ANY OTHER PATENTS OR OTHER INTELLECTUAL PROPERTY; (III) A WARRANTY OR REPRESENTATION BY LICENSOR THAT THE LICENSED PATENTS INCLUDE ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIED, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, RIGHTS AND REMEDIES, EXPRESS, STATUTORY OR IMPLIEDPATENTS NECESSARY FOR COMPLIANCE WITH THE RELEVANT SPECIFICATION THROUGHOUT THE WORLD; (IV) CONFERRING ANY RIGHT TO USE, IN RELATION TO ANY PRODUCTS ADVERTISING, PUBLICITY OR SERVICES, INCLUDING, WITHOUT LIMITATIONOTHERWISE, ANY IMPLIED WARRANTIES WITH RESPECT TO MERCHANTABILITYNAME, FITNESS FOR ANY PARTICULAR PURPOSETRADE NAME, COMPATIBILITY OR INTEROPERABILITY WITH OTHER PRODUCTS, ACCURACY, PERFORMANCE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE. EXCEPT FOR THE LIABILITIES AND OBLIGATIONS IMPOSED ON SELLER UNDER PARAGRAPHS 10 (LIMITED WARRANTY - PRODUCTS) AND 11 (LIMITED WARRANTY - SERVICES) ABOVE, NEITHER SELLER NOR ANY OTHER IDEX OPTICAL TECHNOLOGIES UNIT SHALL HAVE ANY LIABILITY OR OBLIGATION TO BUYER IN CONNECTION WITH THE FAILURE, IMPROPER PERFORMANCE, MALFUNCTION, INACCURACY OR NON-CONFORMANCE OFTRADEMARK, OR ANY DEFECT CONTRACTION, ABBREVIATION OR DEFICIENCY INSIMULATION THEREOF; OR (V) AN OBLIGATION UPON EITHER PARTY TO MAKE ANY DETERMINATION AS TO THE APPLICABILITY, SUITABILITY, USEFULNESS OR FITNESS OF ANY PRODUCT PATENT TO ANY PRODUCT, SERVICE, INVENTION, TECHNOLOGY OR SERVICEPROCESS OR PART THEREOF OF THE OTHER PARTY, ITS AFFILIATES OR THIRD PARTIES.
b. Seller does not make, agree to or undertake, and does not authorize Buyer or any other person or entity to make, agree to or undertake in the name or on behalf of Seller and/or another IDEX Optical Technologies Unit, any warranty, liability, obligation, right or remedy with respect to any Product or Service other than the express warranties, liabilities, obligations, rights and remedies set forth in Paragraphs 10 (Limited Warranty - Products) and 11 (Limited Warranty - Services) above.
c. Statements and data relating to Products and Services on website and in promotional, marketing and technical literature and materials of Seller and/or another IDEX Optical Technologies Unit are not warranties. Statements and data that Seller and/or another IDEX Optical Technologies Unit may provide concerning performance of Products are not intended to define the performance of any Product under actual conditions or for specific uses and applications, and should not be relied upon by Buyer and its customers in determining the fitness, suitability or appropriateness of Products for specific purposes and applications. Neither Seller nor any other IDEX Optical Technologies Unit guarantees or warrants the fitness, suitability or appropriateness of any Product for any specific purpose or application, and neither Seller nor any other IDEX Optical Technologies Unit shall have any liability or obligation if a Product is used for an application for which it is not fit, suited or appropriate. Buyer and its customers will have the sole responsibility for determining the fitness, suitability and appropriateness of Products for specific purposes and applications. Without in any way limiting the forgoing, Buyer and its customers assume all risks associated with the use of Products and
Appears in 1 contract
Samples: Patent Sublicense Agreement
