Common use of Licensor Warranties Clause in Contracts

Licensor Warranties. (i) Licensor represents and warrants that it has the right to grant to Licensee the rights granted hereunder. (ii) Licensor represents and warrants that during the Warranty Period the Software will perform all material functions set out in the Documentat7io.n for such Software and otherwise operate in substantial accordance with such Documentation. If, during the Warranty Period the Software fails to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non- conformities with the Software. Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non- conformities in accordance with the Documentation. If Licensor is unable to timely correct such errors or non-conformities, Licensee may elect to terminate the license to such Software. If Licensee terminates the license to such Software during the Warranty Period in accordance with this Section, Licensee will, as its exclusive remedy, receive a refund of all fees previously paid for such Software. (iii) LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS” AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, ACCURACY, RELIABILITY, COURSE OF DEALING, OR COURSE OF PERFORMANCE.

Licensor Warranties. (i) Licensor represents and warrants that it has the right to grant to Licensee the rights granted hereunder. (ii) Licensor represents and warrants that during the Warranty Period the Software will perform all material functions set out in the Documentat7io.n Documentation for such Software and otherwise operate in substantial accordance with such Documentation. If, during the Warranty Period the Software fails to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non- non-conformities with the Software. Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non- non-conformities in accordance with the Documentation. If Licensor is unable to timely correct such errors or non-conformities, Licensee may elect to terminate the license to such Software. If Licensee terminates the license to such Software during the Warranty Period in accordance with this Section, Licensee will, as its exclusive remedy, receive a refund of all fees previously paid for such Software. (iii) LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS” AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, COURSE OF DEALING, OR COURSE OF PERFORMANCEPERFORMANCE OR USAGE IN TRADE. Some states, including Mississippi, do not allow the disclaimer of implied warranties. Therefore, the above disclaimer may not apply to Licensee. (iv) LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE SOFTWARE OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN ADDITION, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE SOFTWARE OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE SOFTWARE.

Licensor Warranties. (i) Licensor represents and warrants that it has the right to grant to Licensee the rights granted hereunder. (ii) Licensor represents and warrants that during the Warranty Period the Software will perform all material functions functions a) Licensee will pay to Licensor, or Licensor’s authorized set out in the Documentat7io.n Documentation for such Software and otherwise designee or agent, the license, training and any other fees set out in an Order. All fees identified in an Order or this Agreement any applicable taxes are due and payable in accordance with the terms set forth in the Tennessee Prompt Pay Act of 1985, Tenn. Code Xxx. §12-4-701 et seq. Unless otherwise identified in an Order, all fees are stated in and will be paid in United States currency. operate in substantial accordance with such Documentation. If, during the Warranty Period the Software fails to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non- non-conformities with the Software. Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non- non-conformities in accordance with the Documentation. If Licensor is unable to timely correct such errors or non-conformities, Licensee may elect to terminate the license to such Software. If Licensee terminates the license to such Software during the Warranty Period in accordance with this Section, Licensee will, as its exclusive remedy, receive a refund of all fees previously paid for such Software. (iii) LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS” AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, COURSE OF DEALING, OR COURSE OF PERFORMANCEPERFORMANCE OR USAGE IN TRADE. (iv) LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE SOFTWARE OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN ADDITION, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE SOFTWARE OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE SOFTWARE.

Licensor Warranties. (i) Licensor represents and warrants that it has the right to grant to Licensee the rights granted hereunder. (ii) Licensor represents and warrants that during the Warranty Period the Software will perform all material functions set out in the Documentat7io.n Documentation for such Software and otherwise operate in substantial accordance with such Documentation. If, during the Warranty Period the Software fails to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non- non-conformities with the Software. Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non- non-conformities in accordance with the Documentation. If Licensor is unable to timely correct such errors or non-conformities, Licensee may elect to terminate the license to such Software. If Licensee terminates the license to such Software during the Warranty Period in accordance with this Section, Licensee will, as its exclusive remedy, receive a refund of all fees previously paid for such Software. (iii) TO THE EXTENT APPLICABLE UNDER LAW, LICENSOR DOES NOT WARRANT GRANT ANY WARRANTY OR CONDITION THAT THE SOFTWARE WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS. TO THE EXTENT APPLICABLE UNDER LAW, EXCEPT FOR THE EXPRESS WARRANTIES OR CONDITIONS SET FORTH IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS” AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIESWARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, COURSE OF DEALING, OR COURSE OF PERFORMANCEPERFORMANCE OR USAGE IN TRADE. (iv) LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE SOFTWARE OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN ADDITION, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE SOFTWARE OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE SOFTWARE.

Licensor Warranties. Licensor warrants to Client that: (i) the Licensor represents services will materially conform to the corresponding job instructions; and warrants that it (ii) Licensor has the right to grant provide to Licensee Client, for the rights granted hereunder. uses authorized by this document, licensed data provided as a part of the Licensor services. Licensor further warrants that it will make reasonable commercial efforts to ensure that the licensed data delivered to Client hereunder and information contained therein will be as complete, accurate, and current as it can be in view of Licensor's customary method of compilation or acquisition of such data and the nature and accuracy of Licensor's sources for such data. HOWEVER, LICENSOR DOES NOT GUARANTEE THE ACCURACY OR RELIABILITY OF SUCH DATA OR THE RESULT OR Limitation of Liability. Client acknowledges that data entry, data processing, communication, and storage are subject to the possibility of human and machine errors, omissions, delays, and losses, including inadvertent loss of data or damage to media, which may give rise to loss or damage. Licensor undertakes no liability to Client for any such errors, omissions, delays, or losses. In no event shall Licensor be liable TO CLIENT OR ANY THIRD PARTY for incidental, indirect, special, or consequential damages, or for lost profits, savings, or revenues of any kind, or for lost data or downtime, or for printing costs or postal charges, regardless of whether or not Licensor has been advised of the possibility of such damages. LICENSOR'S CUMULATIVE LIABILITY TO CLIENT FOR ALL CLAIMS RELATING TO, ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE SERVICES, THE DATA OR THIS LICENSE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT TO LICENSOR FOR THE SPECIFIC SERVICES OR DATA GIVING RISE TO SUCH CLAIM. Indemnification. Client will indemnify, defend, and hold Licensor harmless from and against any and all liabilities, damages, losses, claims, costs, and expenses (including actual attorney's fees) arising out of or resulting from Client's use of the licensed data or any third party’s use of the licensed data through Client including, without limitation, (i) a failure to observe any use or data restriction set forth herein; (ii) any claim alleging that any Client, end user who accessed the licensed data through Client or Client’s third party processor violated the legal rights of another person by supplying Licensor represents and warrants with any Client data (iii) any claim by a third party alleging that during Licensor failed to perform the Warranty Period the Software will perform all material functions set out in the Documentat7io.n for such Software and otherwise operate in substantial accordance with such Documentation. If, during the Warranty Period the Software fails to comply with this warranty, Licensee must notify Licensor in writing services properly; (iv) any misrepresentation or breach of warranty by Client or (v) Client's nonperformance of any alleged errors obligations imposed on it herein or non- conformities with the Softwareby any Licensor job instruction. Licensor will have thirty (30) days from receipt Governing Law. The validity and effect of such notice or an additional period of time as reasonably agreed to this Agreement shall be governed by the parties to correct such errors or non- conformities and construed in accordance with the Documentationlaws of the State of Nebraska without regard to its conflict of laws rules. If Licensor is unable Client agrees that any causes of action relating in any fashion to timely correct this Agreement shall be brought in the state or federal courts located in Xxxxxxx County, Nebraska, which shall have exclusive jurisdiction over such errors matters. Client submits itself to the personal jurisdiction of the state and federal courts located in Xxxxxxx County, Nebraska, and waives any claim it might possess that such location constitutes an inconvenient forum or non-conformities, Licensee may elect to terminate the license to such Software. If Licensee terminates the license to such Software during the Warranty Period in accordance with this Section, Licensee will, as its exclusive remedy, receive a refund of all fees previously paid for such Softwareimproper venue. (iii) LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS” AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, ACCURACY, RELIABILITY, COURSE OF DEALING, OR COURSE OF PERFORMANCE.