Licensor’s Warranties. 11.1. The Licensor represents warrants and undertakes to Licensee that:
a. it has the right to enter into this Agreement and that once executed this Agreement will constitute its legal, valid and binding obligations;
b. it will grant to the Licensee the License as contemplated by this Agreement and will have throughout the Term all necessary permits, licenses, authorisations, and consents to enter into this Agreement, provide the Deliverables and comply with its obligations under this Agreement;
c. for a period of thirty (30) days from the Commencement Date: (i) the Licensed Software will perform substantially in accordance with the Documentation, and (ii) any media upon which the Licensed Software is delivered will be free of defects in materials and workmanship under normal use (“Warranty Period”); and
d. the Licensed Materials and the media on which the Licensed Materials are delivered are, to the best knowledge of the Licensor, free from viruses and/or other malicious code and/or any license key (other than the activation keys provided hereunder) or other item or device that could impair the use of the Licensed Materials.
11.2. If, within the Warranty Period, the Licensee notifies the Licensor of any defect or fault in the Licensed Materials in consequence of which it fails to conform to the warranty in clause 11.1(c), the Licensor shall correct any material error reported by the Licensee in the Licensed Materials free of charge so as to comply with the warranty in clause 11.1(c).
11.3. If, within the Warranty Period, the Licensor is unable to make the Licensed Materials (or any part of them) operate as warranted, the Licensee will be entitled, upon uninstalling the Licensed Materials (or such part of it, as applicable) and any copies made, to a refund of the Fees paid by the Licensee to Licensor for those Licensed Software Components, and the License for those Licensed Software Components will then terminate.
11.4. The Licensor does not warrant that the Licensed Software will be uninterrupted, error-free or secure.
11.5. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED UNDER THIS AGREEMENT AND TO THE EXTENT POSSIBLE BY LAW, THE LICENSED MATERIALS AND ANY MEDIA ON WHICH THE LICENSED MATERIALS ARE DELIVERED ARE PROVIDED “AS IS” AND ALL CONDITIONS, WARRANTIES, TERMS AND OBLIGATIONS OTHER THAN IN THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, ARE EXCLUDED, WHETHER ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION AND AS PERMITTED B...
Licensor’s Warranties. Licensor hereby warrants and represents to Licensee as follows:
Licensor’s Warranties. Licensor warrants that the Software, as delivered to Licensee, will substantially conform to the applicable Documentation for a period of one (1) year from the date of delivery (the “Warranty Period”), to the extent that the Software is used in accordance with such Documentation. In the event Licensee reports any Errors to the Software during the Warranty Period, Licensor will take commercially reasonable efforts to provide, solutions or Fix any Errors identified and reported by Licensee.
Licensor’s Warranties. LICENSOR represents and warrants to LICENSEE that each Prime Lease is in full force and effect, that LICENSOR is not in default thereunder, that no event has occurred that with notice or the passage of time or both would constitute a default thereunder. LICENSOR’s representations and warranties made pursuant to this Section 4(b) will be deemed remade by LICENSOR at the time each SLA is executed.
Licensor’s Warranties. Licensor represents that it has the right to sublicense the Licensor Licensed Patent Rights under the terms hereof.
Licensor’s Warranties. Licensors, jointly and severally, warrant to Licensees as follows:
(a) Licensors warrant that they have the full power, capacity and authority to enter into and perform this Agreement and to make the grant of rights contained herein and that to the best of Licensors' knowledge, and provided that Licensees do not exceed the scope of the license and permissions granted hereunder, Licensees' use of the Software as permitted hereunder will not infringe the patent, copyright, trade xxxx, trade secret, or other proprietary rights of any third party, and further warrant that there is currently no actual or, to the best of their knowledge, threatened suit by any such third party based on an alleged violation of such right by Licensors.
(b) Licensors warrant that during the Term, the Software shall materially conform to the requirements set forth in this Agreement and, to the extent not inconsistent with the foregoing, the Documentation (collectively, the "Specifications") and function in a manner consistently with its functionality prior to the date of this Agreement.
Licensor’s Warranties. The Licensor represents and warrants to the Licensee that
(a) Licensor is a corporation duly formed and validly existing under the laws of the state of Delaware, USA;
(b) Licensor has the necessary corporate power and authority to enter into and perform obligations under this Agreement and the Clients execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action;
(c) neither the execution and delivery of this Agreement nor the performance by the Licensor of this Agreement will violate any provision of the Licensor's Certificate of incorporation and by-laws;
(d) Licensor has neither taken any action which would Preclude or adversely affect the Licensors full performance of this Agreement nor failed to take any action necessary in order to authorize or enable such performance;
(e) Licensors Intellectual Property Rights and other rights in and to the Products do not at the date of this Agreement prevent it from granting the rights to the Licensee under this Agreement and will not affect those rights during the Term;
(f) subject to Section 4.2 above, nothing in this Agreement win infringe any intellectual property and other rights of any third party including but not limited to any rights which a third party may have to or in the Products: and
(g) Licensor has the capacity, ability and all property, including intellectual property, necessary to perform its obligations under the Agreement
Licensor’s Warranties. 7.1 Licensor represents and warrants that, to the best of its knowledge, it is the sole owner of all right, title and interest in and to Licensor's Property, and that there is no claim or litigation against Licensor as defendant, existing or threatened, involving the title or ownership of Licensor's Property.
7.2 Licensor represents and warrants that it has the full right, power and authority to enter into this Agreement and to grant to Licensee the rights herein granted and that Licensee's use of the Licensor's Property and the rights herein granted in accordance with the provisions and conditions of this Agreement will not violate or infringe upon the right of any third party, including but not limited to, copyrights, trademarks, service marks, patents, rights of privacy and rights of publicity.
7.3 Licensor hereby agrees to indemnify and hold Licensee harmless from and against any claims, liabilities, demands, actions, costs and expenses (including reasonable attorney's fees) asserted against or incurred by Licensee arising in whole or in part out of any breach or alleged breach by Licensor of this Agreement or the representations or warranties made by Licensor hereunder which is reduced to a final nonappealable judgment or a settlement with Licensor's written consent, which consent shall not be unreasonably withheld. Licensee shall give Licensor prompt notice of any such claim, liability, demand, action, cost or expense for which Licensor may incur indemnity liability hereunder, and Licensor shall have the option, at its own cost, to undertake and conduct the defense of any claim made or suit so commenced.
7.4 Licensee agrees to give Licensor written notice of any claim, demand or action ("Claim") to which the foregoing indemnity applies promptly after obtaining knowledge thereof and shall make available to Licensor all documents and information in possession of Licensee material to such claim. Promptly after receipt of such notice or upon obtaining knowledge of any such Claim, Licensor agrees to assume the defense of the Claim on behalf of itself and Licensee. Licensee shall thereafter have the right to participate in the defense of the Claim through counsel of its choice at its own expense; provided that the final control and disposition of same (by settlement, compromise or otherwise) shall remain with Licensor. If Licensor fails to promptly assume the defense of any Claim, Licensee may do so and Licensor shall promptly reimburse Licensee for all re...
Licensor’s Warranties. 2.1. The Licensor guarantees that:
2.1.1 is the author (co-author) of the work;
2.1.2 owns the exclusive copyright to the work that transfers to the Licensee;
2.1.3 at the time of the conclusion of the Agreement, he owns the exclusive property rights to the work;
2.1.4 before the conclusion of the Agreement, he did not provide an ode to use the work to other persons;
2.1.5 he/she has not previously and will not in the future transfer the copyright in the work to third Parties;
2.1.6 the work is original;
2.1.7 at the time of the conclusion of the Agreement, the work has not been made public, has not previously been published and will not be published in any other edition before publication by the Licensee;
2.1.8 did not violate the intellectual property rights of others; if the work contains materials of other persons, except for cases of citation to the extent justified by the scientific, informational or critical nature of the work, their use is carried out by the Licensor in compliance with the norms of the current legislation of Ukraine;
2.1.9 he/she has received all necessary permissions to use the materials in the work, protected by the current legislation of Ukraine on copyright;
2.1.10 the work does not contain information prohibited for open publication in accordance with the current legislation of Ukraine, and its printing and (or) distribution by the Licensee will not lead to the disclosure of information with limited access (confidential, secret, official);
2.1.11 the work is not a derivative work, alteration or adaptation of another work;
2.1.12 the work uses quotations from the works of other persons, indicating the name of the author and the source of citation;
2.1.13 the work was created in compliance with the principles of academic integrity;
2.1.14 the work does not contain plagiarism;
2.1.15 the work does not contain any information and (or) data, for the publication of which any type of legal liability may occur;
2.1.16 at the time of the conclusion of the Agreement, he is not a plaintiff (defendant) in cases regarding copyright to the work;
2.1.17 the work was not created in connection with the execution of an employment contract (Article 429 of the Civil Code of Ukraine), it is not an official work (Article 1 of the Law of Ukraine “On Copyright and Related Rights”);
2.1.18 the work was not created by order of another person (Article 430 of the Civil Code of Ukraine).
Licensor’s Warranties. 7.1. The Licensor warrants by way of agreement on the specification (German legal term Beschaffenheitsvereinbarung ) that the Software will conform in all material respects with the specification according to the Documentation. Other technical descriptions or information contained in offers, prospectus, or advertising materials are not binding and will not be incorporated into the Agreement unless explicitly referred to.
7.2. The Licensor shall be legally responsible for the agreed specification of the Software pursuant to clause 8.1, like a seller, provided that the relevant delivery time occurs when the Licensor has sent the Licence Key by email to the Customer enabling the Customer to run the Software If, during the Licence Term, the Customer notifies the Licensor in writing of any defect or fault in the Software, whereby it fails to conform in all material respects to the Documentation (and such defect or fault does not result from the Customer, or anyone acting with the authority of the Customer, having amended the Software or used it outside this Agreement), the Licensor shall, at the Licensor's sole option, do one of the following:
a) repair the Software; or
b) replace the Software; provided the Customer provides all the information that may be necessary to assist the Licensor in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable the Licensor to re-create the defect or fault.
7.3. The Licensor warrants to apply the due care customary in the software industry. The Licensor does not warrant (and the Customer acknowledges) that the use of the Software will be uninterrupted or error-free.
7.4. The warranty given in section 7.1 above is subject to and dependent upon the Customer making prompt and timely payments of all Licence Fees and other fees as may be due and owing under this Agreement.
7.5. The Customer accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been developed to meet the individual requirements of the Customer.
7.6. All other conditions, warranties, or other terms which might have effect between the parties or be implied or incorporated into this licence or any collateral contract, whether by statute, common law, or otherwise, are hereby excluded, including the implied conditions, warranties, or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and c...