Common use of Limitation and Implied Terms Clause in Contracts

Limitation and Implied Terms. 8.1 The Licensee acknowledges that the Licensor has made no warranties that the Software is error free or will operate on the Licensed System. 8.2 The Licensee acknowledges that the Licensor has not made and will not make any express or implied warranties in relation to the Software or any other goods or services provided by the Licensor under this Agreement, other than those warranties expressly contained in this Agreement. Subject to clauses 8.5 or 8.6, any term that would be implied into this Agreement, including without limitation any condition or warranty, is hereby excluded. 8.3 Subject to clauses 8.4, 8.5 or 8.6, the Licensee agrees that the Licensor will not be liable in respect of any claim by the Licensee (whether contractual, tortious, statutory or otherwise) for any direct, special, incidental, indirect or consequential damages or injury including, but not limited to, any loss of profits, contracts, revenue or data arising out of or in connection with the provision of the Software or the provision of any other goods or services under this Agreement or any restricted or inability to access Scram’s server and whether as a result of any breach or default, by the Licensor. 8.4 The maximum liability of the Licensor under this Agreement for any and all breaches of this Agreement, and for any negligence in relation to this Agreement, will not exceed the lesser of: (a) the purchase price paid for the Software by the Licensee; or (b) AUD $1.00. 8.5 Any of the terms and conditions of this Agreement which limit or exclude any term, condition or warranty, express or implied, or the liability of the Licensor will apply to the extent permitted by law and will not be construed as excluding, qualifying or limiting the Licensee’s statutory rights or remedies arising by virtue of the breach of any implied term of this Agreement where such exclusion, qualification or limitation would be prohibited by legislation. 8.6 The Licensee indemnifies the Licensor, its agents, officers and employees against any loss, cost, expense or damage (including legal costs on a full indemnity basis) which is suffered or incurred by the Licensor, its agents, officers or employees as a direct or indirect result of: (a) any breach of this Agreement by the Licensee; or (b) any action, claim, demand or proceedings instituted against the Licensor as a result of the use of the Software by the Licensee.

Limitation and Implied Terms. 8.1 (a) The Licensee Customer acknowledges that the Licensor has made no warranties that the Software is error free or will operate on uninterrupted. If the Licensed SystemSoftware has been provided as part of an Evaluation Licence for testing purposes, then the Customer acknowledges that the Software may only be an alpha or beta version, and may contain errors. In such circumstances, the Customer accepts all risk in using any alpha or beta version of the Software. 8.2 (b) If the Customer hosts the Software on its IT infrastructure, the Customer acknowledges that performance of the Software may be dependent on such IT infrastructure and in the use of the Software the Licensor cannot guarantee any specific end-user performance. (c) The Licensee Customer acknowledges that the Licensor has not made and will not make any express or implied warranties in relation to the Software or any other goods or services provided by the Licensor under this Agreement, other than those warranties expressly contained in this Agreement. Subject to clauses 8.5 or 8.6, any term that would be implied into this Agreement, including without limitation any condition or warranty, is hereby excluded. 8.3 Subject to clauses 8.4, 8.5 or 8.6, the Licensee (d) The Customer agrees that the Licensor will not be liable in respect of any claim by the Licensee (whether contractual, tortious, statutory or otherwise) Customer for any direct, special, incidental, indirect or consequential damages or injury including, but not limited to, any loss of profits, contracts, revenue revenue, data, internal use of time or data external legal or business counselling, arising out of or in connection with the provision of the Software or services or the provision of any other goods or services under this Agreement or any restricted or inability to access Scram’s server and whether as a result of any breach or default, by the Licensor. 8.4 (e) The maximum liability of the Licensor under this Agreement for any and all breaches of this Agreement, and for any negligence in relation to this Agreement, will not exceed the lesser ofexceed: (ai) the purchase price total annual licence fees paid for the Software by the LicenseeCustomer in the prior 12 months of the Subscription Licence (Subscription Price); or (bii) AUD if no Subscription Price is paid, USD $1.0010. 8.5 (f) The Customer waives the right to proportionate reduction and the general provisions of Danish law on proportionate reduction shall not apply. (g) Any of the terms and conditions of this Agreement which limit or exclude any term, condition or warranty, express or implied, or the liability of the Licensor will apply to the extent permitted by law and will not be construed as excluding, qualifying or limiting the LicenseeCustomer’s statutory rights or remedies arising by virtue of the breach of any implied term of this Agreement where such exclusion, qualification or limitation would be prohibited by legislation. 8.6 The Licensee indemnifies (h) If the Licensor, its agents, officers and employees against any loss, cost, expense or damage (including legal costs on a full indemnity basis) which is suffered or incurred by Software Purchase Agreement limits the Licensor, its agents, officers or employees as a direct or indirect result of: (a) any breach liability of this Agreement by the Licensee; or (b) any action, claim, demand or proceedings instituted against the Licensor as to a result greater extent than that provided by this paragraph 4.2, then the greater limitation of the use of liability provided under the Software by the LicenseePurchase Agreement shall apply.

Limitation and Implied Terms. 8.1 (a) The Licensee Customer acknowledges that the Licensor has made no warranties that the Software is error free or will operate on uninterrupted. If the Licensed SystemSoftware has been provided as part of an Evaluation Licence for testing purposes, then the Customer acknowledges that the Software may only be an alpha or beta version, and may contain errors. In such circumstances, the Customer accepts all risk in using any alpha or beta version of the Software. 8.2 (b) If the Customer hosts the Software on its IT infrastructure, the Customer acknowledges that performance of the Software may be dependent on such IT infrastructure and in the use of the Software the Licensor cannot guarantee any specific end-user performance. (c) The Licensee Customer acknowledges that the Licensor has not made and will not make any express or implied warranties in relation to the Software or any other goods or services provided by the Licensor under this Agreement, other than those warranties expressly contained in this Agreement. Subject to clauses 8.5 or 8.6, any term that would be implied into this Agreement, including without limitation any condition or warranty, is hereby excluded. 8.3 Subject to clauses 8.4, 8.5 or 8.6, the Licensee (d) The Customer agrees that the Licensor will not be liable in respect of any claim by the Licensee (whether contractual, tortious, statutory or otherwise) Customer for any direct, special, incidental, indirect or consequential damages or injury including, but not limited to, any loss of profits, contracts, revenue revenue, data, internal use of time or data external legal or business counselling, arising out of or in connection with the provision of the Software or services or the provision of any other goods or services under this Agreement or any restricted or inability to access Scram’s server and whether as a result of any breach or default, by the Licensor. 8.4 (e) The maximum liability of the Licensor under this Agreement for any and all breaches of this Agreement, and for any negligence in relation to this Agreement, will not exceed the lesser ofexceed: (ai) the purchase price total annual licence fees paid for the Software by the LicenseeCustomer in the prior twelve (12) months of the Subscription Licence (Subscription Price); or (bii) AUD if no Subscription Price is paid, USD $1.0010. 8.5 (f) The Customer waives the right to proportionate reduction and the general provisions of Danish law on proportionate reduction shall not apply. (g) Any of the terms and conditions of this Agreement which limit or exclude any term, condition or warranty, express or implied, or the liability of the Licensor will apply to the extent permitted by law and will not be construed as excluding, qualifying or limiting the LicenseeCustomer’s statutory rights or remedies arising by virtue of the breach of any implied term of this Agreement where such exclusion, qualification or limitation would be prohibited by legislation. 8.6 The Licensee indemnifies (h) If the Licensor, its agents, officers and employees against any loss, cost, expense or damage (including legal costs on a full indemnity basis) which is suffered or incurred by Software Purchase Agreement limits the Licensor, its agents, officers or employees as a direct or indirect result of: (a) any breach liability of this Agreement by the Licensee; or (b) any action, claim, demand or proceedings instituted against the Licensor as to a result greater extent than that provided by this paragraph 4.2, then the greater limitation of the use of liability provided under the Software by the LicenseePurchase Agreement shall apply.

Limitation and Implied Terms. 8.1 (a) The Licensee Customer acknowledges that the Licensor has made no warranties that the Software is error free free. If the Software has been provided as part of an Evaluation Licence for testing purposes, then the Customer acknowledges that the Software may only be an alpha or will operate beta version, and may contain errors. In such circumstances, the Customer accepts all risk in using any alpha or beta version of the Software. (b) The Customer acknowledges that performance of the Software may be dependent on the Licensed SystemCustomer’s IT infrastructure and in the use of the Software the Licensor cannot guarantee any specific end-user performance. 8.2 (c) The Licensee Customer acknowledges that the Licensor has not made and will not make any express or implied warranties in relation to the Software or any other goods or services provided by the Licensor under this Agreement, other than those warranties expressly contained in this Agreement. Subject to clauses 8.5 or 8.6sub-paragraphs (i) and (j) below, any term that would be implied into this Agreement, including without limitation any condition or warranty, is hereby excluded. 8.3 (d) Subject to clauses 8.4, 8.5 or 8.6sub-paragraphs (i) and (j) below, the Licensee Customer agrees that the Licensor will not be liable in respect of any claim by the Licensee Customer (whether contractual, tortious, statutory or otherwise) for any direct, special, incidental, indirect or consequential damages or injury including, but not limited to, economic loss, any loss of profits, contracts, revenue or data arising out of or in connection with the provision of the Software or the provision of any other goods or services under this Agreement or any restricted or inability to access Scram’s server and whether as a result of any negligence, breach or default, by the Licensor. 8.4 (e) The maximum liability of the Licensor under this Agreement for any and all breaches of this Agreement, and for any negligence in relation to this Agreement, will not exceed the lesser ofexceed: (ai) the purchase price total annual licence fees paid for the Software by the LicenseeCustomer for the then current term of the Subscription Licence (Subscription Price); or (bii) AUD if no Subscription Price is paid, USD $1.0010. 8.5 (f) Any of the terms and conditions of this Agreement which limit or exclude any term, condition or warranty, express or implied, or the liability of the Licensor will apply to the extent permitted by law and will not be construed as excluding, qualifying or limiting the LicenseeCustomer’s statutory rights or remedies arising by virtue of the breach of any implied term of this Agreement where such exclusion, qualification or limitation would be prohibited by legislation. 8.6 The Licensee indemnifies (g) If the Software Purchase Agreement limits the liability of the Licensor to a greater extent than that provided by this paragraph 2.2, then the greater limitation of liability provided under the Software Purchase Agreement shall apply. (h) If the Competition and Consumer Act 2010 (Cth) (or analogous legislation) applies to this Agreement and permits the limitation of liability for breach of warranty implied by statute, the liability of the Licensor is limited, at the option of the Licensor, its agents, officers and employees against any loss, cost, expense or damage (including legal costs on a full indemnity basis) which is suffered or incurred by the Licensor, its agents, officers or employees as a direct or indirect result ofto: (ai) in the case of goods, any breach one or more of this Agreement by the Licenseefollowing: (A) the replacement of the goods or the supply of equivalent goods; (B) the repair of the goods; (C) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (bD) the payment of the cost of having the goods repaired; and (ii) in the case of services: (A) the supplying of the services again; or (B) the payment of the cost of having the services supplied again. (i) Any of the terms and conditions of this Agreement which limit or exclude any actionterm, claimcondition or warranty, demand express or proceedings instituted against implied, or the liability of the Licensor will apply to the extent permitted by law and will not be construed as a result excluding, qualifying or limiting the Customer’s statutory rights or remedies arising by virtue of the use breach of any implied term of this Agreement where such exclusion, qualification or limitation would be prohibited by legislation. (j) The Licensor provides the Software following notice as required by the Licensee.Australian Consumer Law (which may apply to the Customer if the Customer is a “consumer” under the Competition and Consumer Act 2010(Cth)):

Limitation and Implied Terms. 8.1 (a) The Licensee Customer acknowledges that the Licensor has made no warranties that the Software is error free free. If the Software has been provided as part of an Evaluation Licence for testing purposes, then the Customer acknowledges that the Software may only be an alpha or will operate beta version, and may contain errors. In such circumstances, the Customer accepts all risk in using any alpha or beta version of the Software. (b) The Customer acknowledges that performance of the Software may be dependent on the Licensed SystemCustomer’s IT infrastructure and in the use of the Software the Licensor cannot guarantee any specific end-user performance. 8.2 (c) The Licensee Customer acknowledges that the Licensor has not made and will not make any express or implied warranties in relation to the Software or any other goods or services provided by the Licensor under this Agreement, other than those warranties expressly contained in this Agreement. Subject to clauses 8.5 or 8.6sub-paragraphs (i) and (j) below, any term that would be implied into this Agreement, including without limitation any condition or warranty, is hereby excluded. 8.3 (d) Subject to clauses 8.4, 8.5 or 8.6sub-paragraphs (i) and (j) below, the Licensee Customer agrees that the Licensor will not be liable in respect of any claim by the Licensee Customer (whether contractual, tortious, statutory or otherwise) for any direct, special, incidental, indirect or consequential damages or injury including, but not limited to, economic loss, any loss of profits, contracts, revenue or data arising out of or in connection with the provision of the Software or the provision of any other goods or services under this Agreement or any restricted or inability to access Scram’s server and whether as a result of any negligence, breach or default, by the Licensor. 8.4 (e) The maximum liability of the Licensor under this Agreement for any and all breaches of this Agreement, and for any negligence in relation to this Agreement, will not exceed the lesser ofexceed: (ai) the purchase price total annual licence fees paid for the Software by the LicenseeCustomer for the then current term of the Subscription Licence (Subscription Price); or (bii) if no Subscription Price is paid, AUD $1.0010. 8.5 (f) Any of the terms and conditions of this Agreement which limit or exclude any term, condition or warranty, express or implied, or the liability of the Licensor will apply to the extent permitted by law and will not be construed as excluding, qualifying or limiting the LicenseeCustomer’s statutory rights or remedies arising by virtue of the breach of any implied term of this Agreement where such exclusion, qualification or limitation would be prohibited by legislation. 8.6 The Licensee indemnifies (g) If the Software Purchase Agreement limits the liability of the Licensor to a greater extent than that provided by this paragraph 2.2, then the greater limitation of liability provided under the Software Purchase Agreement shall apply. (h) If the Competition and Consumer Act 2010 (Cth) (or analogous legislation) applies to this Agreement and permits the limitation of liability for breach of warranty implied by statute, the liability of the Licensor is limited, at the option of the Licensor, its agents, officers and employees against any loss, cost, expense or damage (including legal costs on a full indemnity basis) which is suffered or incurred by the Licensor, its agents, officers or employees as a direct or indirect result ofto: (ai) in the case of goods, any breach one or more of this Agreement by the Licenseefollowing: (A) the replacement of the goods or the supply of equivalent goods; (B) the repair of the goods; (C) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (bD) the payment of the cost of having the goods repaired; and (ii) in the case of services: (A) the supplying of the services again; or (B) the payment of the cost of having the services supplied again. (i) Any of the terms and conditions of this Agreement which limit or exclude any actionterm, claimcondition or warranty, demand express or proceedings instituted against implied, or the liability of the Licensor will apply to the extent permitted by law and will not be construed as a result excluding, qualifying or limiting the Customer’s statutory rights or remedies arising by virtue of the use breach of any implied term of this Agreement where such exclusion, qualification or limitation would be prohibited by legislation. (j) The Licensor provides the Software following notice as required by the Licensee.Australian Consumer Law (which may apply to the Customer if the Customer is a “consumer” under the Competition and Consumer Act 2010(Cth)):