Common use of Disclaimers and Warranties Clause in Contracts

Disclaimers and Warranties. AURUM (i) will not be responsible for the reliability or continued availability of third party Internet software when integrated at Customer’s request in the Premierecorp Cash Management; (ii) may, upon receipt of written instructions from any network to which AURUM is providing access hereunder, including without limitation a network owned and/or operated by AURUM, immediately cease to provide to Customer, including Customer’s customers, access to such network. AURUM will endeavor to promptly notify Customer of such interruption in network access. Customer will indemnify, defend and hold harmless AURUM from any and all claims, actions, damages, liabilities, costs and expenses, including without limitation reasonable attorneys’ fees and expenses, arising out of or resulting from AURUM’s compliance with the written instructions of any network; (iii) while AURUM is primarily providing services to Customer under this Agreement, AURUM may from time to time provide certain hardware, software and other items as an incidental part of its services. With the exception of any manufacturers’ or licensors’ warranties which AURUM is able to obtain, such hardware, software and other items will be provided on an “AS IS” basis without warranty. In all cases, AURUM will use reasonable care in providing information technology services. AURUM MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING THE MERCHANTABILITY, SUITABILITY, ORIGINALITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR RESULTS TO BE DERIVED FROM THE USE, OF ANY INFORMATION TECHNOLOGY SERVICE, SOFTWARE, HARDWARE OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT; (iv) is authorized to have access to the marketing, product and services information provided by Customer and to make use of such content as is appropriate for the performance by AURUM of its obligations under this Addendum, including the ability to change the electronic format of the marketing, product and services information, without changing the nature of the content itself, to suit the design of the electronic presence determined by AURUM and Customer. Such information will be and remain the property of Customer.

Disclaimers and Warranties. AURUM (i) will 7.1 Cloud Next does not back up Your data/website and whilst every attempt would be responsible for the reliability or continued availability of third party Internet software when integrated at Customer’s request made in the Premierecorp Cash Management; (ii) mayunlikely event of any corruption or hardware failure, upon receipt Cloud Next cannot guarantee to be able to replace lost data. This includes loss of written instructions data resulting from any network to which AURUM is providing access hereunderdelays, including without limitation a network owned and/or operated by AURUMnon-deliveries, immediately cease to provide to Customerwrong delivery, including Customer’s customers, access to such network. AURUM will endeavor to promptly notify Customer of such interruption in network access. Customer will indemnify, defend and hold harmless AURUM from any and all claimsservice interruptions caused by Cloud Next and its employees; 7.2 Cloud Next makes no warranties or representations that any service will be uninterrupted or error-free. You accept all services provided hereunder "as is" without warranty of any kind; 7.3 All implied conditions, actionswarranties and terms (whether express or implied by statute, damagescommon law, liabilitiescustom or otherwise) including, costs but not limited to, those relating to the exercise of reasonable care and expensesskill, including without limitation reasonable attorneys’ fees fitness for purpose and expenses, satisfactory quality (where applicable) are hereby excluded in relation to each of the services to be provided hereunder to the fullest extent permitted by law; 7.4 Cloud Next shall not be liable for any services or products to be supplied by any third party; 7.5 Cloud Next shall not be liable for any loss or damage of whatsoever nature suffered by You arising out of or in connection with any breach of this Agreement by You or any act, misrepresentation, error or omission made by You or on Your behalf; 7.6 Cloud Next will not be liable for any indirect loss, consequential loss, loss of profit, revenue, data or goodwill howsoever arising suffered by You or for any wasted management time or failure to make anticipated savings or liability You incur to any third party arising in any way in connection with this Agreement or otherwise whether or not such loss has been discussed by the parties pre-contract or for any account for profit, costs or expenses arising from such damage or loss; 7.7 No matter how many claims are made and whatever the basis of such claims, Cloud Next's maximum aggregate liability to You under or in connection with this Agreement in respect of any direct loss (or any other loss to the extent that such loss is not excluded by other provisions in this Agreement) whether such claim arises in contract or in tort shall not exceed a sum equal to twice the fees paid by You for the services in relation to which Your claim arises during the 12 month period prior to such claim; 7.8 None of the clauses herein shall apply so as to restrict liability for death or personal injury resulting from AURUM’s compliance with the written instructions negligence of Cloud Next, its employees or its sub-contractors; 7.6 Cloud Next shall not be liable for any network; interruptions to the services or outages arising directly or indirectly from (i) interruptions to the flow of data to or from the internet, (ii) changes, updates or repairs to the network or software which it uses as a platform to provide the services, (iii) while AURUM is primarily providing the effects of the failure or interruption of services to Customer under this Agreement, AURUM may from time to time provide certain hardware, software and other items as an incidental part of its services. With the exception of any manufacturers’ or licensors’ warranties which AURUM is able to obtain, such hardware, software and other items will be provided on an “AS IS” basis without warranty. In all cases, AURUM will use reasonable care in providing information technology services. AURUM MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING THE MERCHANTABILITY, SUITABILITY, ORIGINALITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR RESULTS TO BE DERIVED FROM THE USE, OF ANY INFORMATION TECHNOLOGY SERVICE, SOFTWARE, HARDWARE OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT; (iv) is authorized to have access to the marketing, product and services information provided by Customer and to make use of such content as is appropriate for the performance by AURUM of its obligations under this Addendum, including the ability to change the electronic format of the marketing, product and services information, without changing the nature of the content itself, to suit the design of the electronic presence determined by AURUM and Customer. Such information will be and remain the property of Customer.third parties,

Disclaimers and Warranties. AURUM (i) will A. SKYCROSS warrants that it is sole owner of, and has a right to grant a license for, the Licensed Technical Information, Licensed Patents and Licensed Copyrights to LICENSEE and has the right and power to enter into this Agreement. B. SKYCROSS warrants that the Licensed Technical Information and Licensed Copyrights include all the information used by SKYCROSS to manufacture and test the Licensed Product. SKYCROSS does not make any representations or warranties as to the validity or scope of the Licensed Patent. C. SKYCROSS makes no express warranty and no warranty shall be implied with respect to any Licensed Technical Information and Licensed Copyrights, other than the exercise of reasonable care in its preparation and transfer. It is agreed that SKYCROSS shall not be liable, whether in contract or tort (including negligence and strict liability) or otherwise in any way responsible for: (1) The adequacy of the Licensed Technical Information and Licensed Copyrights furnished or disclosed by SKYCROSS; (2) Performance of the Licensed Product manufactured by or for LICENSEE on the reliability basis of Licensed Technical Information and Licensed Copyrights; (3) Claims that the Licensed Products manufactured by or continued availability for LICENSEE constitute infringement of third party Internet software when integrated at Customer’s request in the Premierecorp Cash Managementany intellectual property rights of another; and (ii4) may, upon receipt of written instructions from any network to which AURUM is providing access hereunder, including without limitation a network owned and/or operated Any damages incurred by AURUM, immediately cease to provide to Customer, including Customer’s customers, access to such network. AURUM will endeavor to promptly notify Customer of such interruption in network access. Customer will indemnify, defend and hold harmless AURUM from any and all claims, actions, damages, liabilities, costs and expenses, including without limitation reasonable attorneys’ fees and expenses, LICENSEE or damages asserted against LICENSEE arising out of the manufacture, use or resulting from AURUM’s compliance with sale of the written instructions Licensed Product. (5) The quality or performance of any network; (iii) while AURUM is primarily providing services to Customer under this Agreement, AURUM may from time to time provide certain hardware, software and other items as an incidental part Licensed Products manufactured by or on behalf of its services. With the exception of any manufacturers’ or licensors’ warranties which AURUM is able to obtain, such hardware, software and other items will be provided on an “LICENSEE. D. THE LICENSED TECHNICAL INFORMATION IS PROVIDED TO LICENSEE "AS IS” basis without warranty. In all cases" WITHOUT WARRANTY OR CONDITION, AURUM will use reasonable care in providing information technology services. AURUM MAKES NO REPRESENTATIONS OR WARRANTIESEXPRESS, EXPRESS OR IMPLIED, REGARDING ANY MATTEROR STATUTORY, INCLUDING THE MERCHANTABILITYANY WARRANTY OF DESIGN, SUITABILITY, ORIGINALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE PURPOSE OR PURPOSEANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE IN THE TRADE. FURTHER, NO WARRANTY OF NON-INFRINGEMENT IS PROVIDED. SKYCROSS DOES NOT WARRANT THAT THE LICENSED TECHNICAL INFORMATION OR RESULTS TO BE DERIVED FROM THE USE, OF PRODUCT WILL MEET LICENSEE'S OR ANY INFORMATION TECHNOLOGY SERVICE, SOFTWARE, HARDWARE THIRD PARTY'S REQUIREMENTS OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT; (iv) is authorized EXPECTATIONS. E. SKYCROSS shall have no obligation to have access to the marketing, product and services information provided by Customer and to make use continue prosecution of such content as is appropriate for the performance by AURUM of its obligations under this Addendum, including the ability to change the electronic format of the marketing, product and services information, without changing the nature of the content itself, to suit the design of the electronic presence determined by AURUM and Customer. Such information will be and remain the property of Customerany Licensed Patent application.