Common use of Limited Warranties Clause in Contracts

Limited Warranties. 16.1 This license and the associated INVENTION are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIED. REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE INVENTION, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIES. 16.3 Nothing in this AGREEMENT is or will be construed as: (a) A warranty or representation by REGENTS as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein; or (e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.

Appears in 6 contracts

Samples: License Agreement, License Agreement, Non Exclusive License Agreement

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Limited Warranties. 16.1 This license Wiz represents and warrants that the Platform shall substantially perform in conformance with its Documentation. As the Customer's sole and exclusive remedy and Wiz's sole liability for breach of this warranty, Wiz shall use commercially reasonable efforts to repair the Platform and, if Wiz cannot do so within a reasonable time, not to exceed 30 days, Customer may terminate this Agreement and receive a pro-rata refund of any amounts pre-paid by Customer for the remaining unused period of the Term. The warranty set forth shall not apply if the failure of the Platform results from or is otherwise attributable to Customer or its Permitted User’s acts or omissions in violation of this Agreement. Wiz shall not be liable for any inaccuracy in the Service's output and/or delay and/or unavailability of the Services, caused due to (a) failure of Customer's Internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer's systems and the associated INVENTION are provided WITHOUT WARRANTY Platform appliance and/or (c) maintenance within the Customer's systems affecting the operation of the Platform. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, ITS RELATED SERVICES AND ANY OUTPUT RESULTED FROM THE USE OF MERCHANTABILITY THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WIZ DOES NOT WARRANT THAT: (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR (ii) THE SERVICES WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN THIS AGREEMENT, WIZ EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIEDPURPOSE. REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE INVENTION, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS WILL WIZ SHALL NOT BE LIABLE RESPONSIBLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR WARRANTIES AND REPRESENTATIONS MADE BY ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED PARTNER TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITYCUSTOMER, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF SUCH WARRANTIES AND REPRESENTATIONS ARE THE POSSIBILITY SOLE RESPONSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIESPARTNER. 16.3 Nothing in this AGREEMENT is or will be construed as: (a) A warranty or representation by REGENTS as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein; or (e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.

Appears in 4 contracts

Samples: Master Subscription Agreement, Master Subscription Agreement, Master Subscription Agreement

Limited Warranties. 16.1 14.1 Licensor warrants to Licensee that Licensor has the lawful right to grant this license. 14.2 This license and the associated INVENTION rights to the Invention are provided to Licensee WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESSED EXPRESS OR IMPLIED. REGENTS LICENSOR MAKES NO REPRESENTATION OR WARRANTY THAT PRACTICE OF THE INVENTIONINVENTION OR PATENT RIGHTS (INCLUDING MAKING, REGENTS’ PATENT RIGHTSUSING, SELLING, OFFERING TO SELL, OR IMPORTING LICENSED PRODUCTS, LICENSED SERVICES SERVICES, OR LICENSED METHOD METHODS) WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS 14.3 IN NO EVENT WILL NOT LICENSOR BE LIABLE FOR ANY LOST PROFITSINCIDENTAL, COSTS SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF PROCURING SUBSTITUTE GOODS THIS LICENSE OR A SUBLICENSE, OR THE USE OF THE INVENTION, PATENT RIGHTS, LICENSED METHODS, LICENSED SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIESPRODUCTS. 16.3 14.4 Nothing in this AGREEMENT Agreement is or will be construed as: (a) A a warranty or representation by REGENTS Licensor as to the patentability, validity, enforceability enforceability, or scope of any REGENTS' PATENT RIGHTS; orPatent Rights; (b) A a warranty or representation that anything made, used, Sold, offered for Sale, or SOLD imported under any license granted in this AGREEMENT Agreement is or will be free from infringement of patents of third parties; or; (c) An an obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or; (d) Conferring conferring by implication, estoppel, or otherwise any license or rights under any patent applications or patents of REGENTS Licensor other than REGENTS' PATENT RIGHTS as defined hereinPatent Rights, regardless of whether such patent applications or patents are dominant or subordinate to Patent Rights; or (e) An an obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTSPatent Rights.

Appears in 3 contracts

Samples: Exclusive Patent License Agreement (Artelo Biosciences, Inc.), Exclusive Patent License Agreement (Artelo Biosciences, Inc.), Exclusive Patent License Agreement (Artelo Biosciences, Inc.)

Limited Warranties. 16.1 This license Millennium Dynamics, Inc. shall perform all ------------------ maintenance services hereunder in a proper and workmanlike manner in accordance with industry standards. The preceding warranty granted by Millennium Dynamics, Inc. herein for Maintenance is a limited warranty only. The parties agree that the associated INVENTION Maintenance and related limited liability warranty consist of a contract for services and are provided not covered by Article II of the Uniform Commercial Code. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT WARRANTY LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IN NO EVENT SHALL MILLENNIUM DYNAMICS, INC. BE LIABLE (UNDER ANY OTHER WARRANTYCONTRACT, EXPRESSED OR IMPLIED. REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE INVENTIONTORT, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS WILL NOT BE LIABLE THEORY) FOR ANY LOST PROFITSSPECIAL, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL CONSEQUENTIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT FROM THE PERFORMANCE OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OR IN CONNECTION WITH MAINTENANCE, INCLUDING, WITHOUT LIMITATION, LOSS OF ACTION OF ANY KIND (INCLUDNG TORTANTICIPATED PROFITS OR LOSS RESULTING FROM BUSINESS DISRUPTION, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS MILLENNIUM DYNAMICS, INC. HAS BEEN ADVISED OF TO THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE IN NO EVENT SHALL THE LIABILITY OF MILLENNIUM DYNAMICS, INC. FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO IN CONNECTION WITH MAINTENANCE (UNDER ANY CONTRACT, TORT OR OTHER THEORY) EXCEED THE EXTENT ASSIGNED OR LICENSED AMOUNT OF FEES ACTUALLY RECEIVED BY REGENTS’ INVENTORS TO THIRD PARTIESMILLENNIUM DYNAMICS, INC. FROM THE CUSTOMER IN CONNECTION WITH MAINTENANCE. 16.3 Nothing in this AGREEMENT is or will be construed as: (a) A warranty or representation by REGENTS as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein; or (e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.

Appears in 2 contracts

Samples: License Agreement (Peritus Software Services Inc), License Agreement (Peritus Software Services Inc)

Limited Warranties. 16.1 This The Regents, to the extent of the actual knowledge of the Executive Director of UC Xxxxx InnovationAccess as of the Effective Date, warrants to Licensee that (a) The Regents has the lawful right to grant this license, (b) this Agreement does not conflict with any other agreement entered into by The Regents, (c) The Regents is the sole and exclusive owner of the Patent Rights, and (d) The Regents has not received any written notice challenging the patentability, validity, enforceability, scope or inventorship of the Patent Rights. 16.2 Except as set forth in Section 16.1, this license and the associated INVENTION rights to the inventions are provided to Licensee WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESSED EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT PRACTICE OF THE INVENTIONINVENTIONS OR PATENT RIGHTS (INCLUDING MAKING, REGENTS’ PATENT RIGHTSUSING, SELLING, OFFERING TO SELL, OR IMPORTING LICENSED PRODUCTS, LICENSED SERVICES SERVICES, OR LICENSED METHOD METHODS) WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. LICENSEE MAKES NO REPRESENTATION OR WARRANTY THAT ANY LICENSED PRODUCT, LICENSED METHOD OR LICENSED SERVICE WILL BE SUCCESSFULLY DEVELOPED, APPROVED OR COMMERCIALIZED OR THAT ANY SALE OR LEVEL OF SALES WILL BE ACHIEVED, PROVIDED THAT THE FOREGOING DISCLAIMER SHALL NOT LIMIT LICENSEE’S MINIMUM ANNUAL ROYALTY OBLIGATIONS UNDER SECTION 5.3 OR DILIGENCE OBLIGATIONS UNDER ARTICLE 6. 16.2 REGENTS (a) EXCEPT FOR LICENSEE’S OBLIGATIONS REGARDING CLAIMS OF THIRD PARTIES PURSUANT TO ARTICLE 18 (INDEMNIFICATION), IN NO EVENT WILL NOT EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR A SUBLICENSE, OR THE USE OF THE INVENTIONS, PATENT RIGHTS, LICENSED METHODS, LICENSED SERVICES, OR LICENSED PRODUCTS. (b) EXCEPT FOR LICENSEE’S OBLIGATIONS REGARDING CLAIMS OF THIRD PARTIES PURSUANT TO ARTICLE 18 (INDEMNIFICATION) AND EXCEPT AS MAY RESULT FROM A BREACH OF ARTICLE 25 (CONFIDENTIALITY), NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, THE OTHER PARTY OR ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, LIABILITY AND BREACH OF WARRANTY) EVEN IF REGENTS SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIES. 16.3 16.4 Nothing in this AGREEMENT Agreement is or will be construed as: (a) A a warranty or representation by REGENTS The Regents as to the patentability, validity, enforceability enforceability, or scope of any REGENTS' PATENT RIGHTS; orPatent Rights (except as set forth in Paragraph 16.1(d)); (b) A a warranty or representation that anything made, used, Sold, offered for Sale, or SOLD imported under any license granted in this AGREEMENT Agreement is or will be free from infringement of patents of third parties; or; (c) An an obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or; (d) Conferring conferring by implication, estoppel, or otherwise any license or rights under any patent applications or patents of REGENTS The Regents other than REGENTS' PATENT RIGHTS as defined hereinPatent Rights, regardless of whether such patent applications or patents are dominant or subordinate to Patent Rights; or (e) An an obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTSPatent Rights.

Appears in 2 contracts

Samples: Exclusive License Agreement (Sage Therapeutics, Inc.), Exclusive License Agreement (Sage Therapeutics, Inc.)

Limited Warranties. 16.1 This license Buyer hereby affirms and acknowledges that neither Seller nor the associated INVENTION are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTYAffiliated Sellers nor any of their respective officers, EXPRESSED OR IMPLIED. REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE INVENTIONdirectors, REGENTS’ PATENT RIGHTSagents, LICENSED PRODUCTSemployees, LICENSED SERVICES OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITSaccountants, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICESadvisors and/or attorneys (collectively the “Exculpated Parties”) have made nor has Buyer relied upon any representation, LOST BUSINESSwarranty or promise whether oral or written, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENTexpress or implied, OR FOR ANY INDIRECTby operation of law or otherwise, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIES. 16.3 Nothing with respect to the Assets or any other subject matter of this Agreement except as otherwise expressly set forth in this AGREEMENT is Agreement. Without limitation, Buyer acknowledges that, except as specifically set forth to the contrary in this Agreement, no warranties or representations, expressed or implied, of any kind whatsoever have been made by any of the Exculpated Parties, or will be construed as: (a) A warranty or representation by REGENTS as relied upon, and Buyer hereby releases the Exculpated Parties from any claims with respect to the validitygeneral plan designation, enforceability zoning, value, use, tax status or scope physical condition of the Assets including, without limitation, the premises which are the subject of the Leases, or any part thereof, including, without limitation, the flood elevations, drainage patterns, soil and subsoil composition and compaction level, and other conditions at such premises, or with respect to the existence or non-existence of Hazardous Materials in, on, under or around such premises, or with respect to the accuracy of any REGENTS' PATENT RIGHTS; or (b) A warranty boundary survey or representation that anything madeother survey, usedtitle report or commitment, soils report or any other plans or reports, or SOLD under any license granted in this AGREEMENT is with respect to the revenues and expenses generated by or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring by implication, estoppelassociated with the Locations, or otherwise in any license way relating to the Locations or rights under the transactions contemplated hereby. Except as specifically provided in this Agreement, Buyer further acknowledges that all materials, including, without limitations, the Information, which have been provided to Buyer by any patents of REGENTS the Exculpated Parties have been provided without any warranty or representation, expressed or implied, as to their content, suitability for any purpose, accuracy, truthfulness or completeness and Buyer shall not have any recourse against Seller or any of the other Exculpated Parties in the event of any errors therein or omissions therefrom. Buyer is acquiring the Assets based solely on its own independent investigation and inspection of the Assets and in no way in reliance on any information provided by Seller or any of the other Exculpated Parties other than REGENTS' PATENT RIGHTS as defined the representations and warranties expressly contained herein; or (e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Unified Western Grocers Inc), Purchase and Sale Agreement (Unified Western Grocers Inc)

Limited Warranties. 16.1 This license and the associated INVENTION are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIED. REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE INVENTION, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, VENTURES OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIES. 16.3 Nothing in this AGREEMENT Agreement is or will shall be construed as: (a) A warranty or representation by REGENTS as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, sold, or SOLD otherwise disposed of under any license granted in this AGREEMENT Agreement is or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein, regardless of whether such patents are dominant or subordinate to REGENTS' PATENT RIGHTS; or (e) An obligation to furnish any know-how know how, not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.

Appears in 2 contracts

Samples: Non Exclusive License Agreement, Non Exclusive License

Limited Warranties. 16.1 This license and the associated INVENTION are provided WITHOUT WARRANTY (a) HOSPITAL SHALL REPRESENT THAT, TO THE BEST OF MERCHANTABILITY OR ITS KNOWLEDGE, AS OF THE EFFECTIVE DATE OF THE LICENSE, IT OWNS THE PATENT RIGHTS AND HAS NOT GRANTED ANY LICENSES THAT CONFLICT WITH THE LICENES GRANTED HEREUNDER. HOSPITAL SHALL OTHERWISE MAKE NO WARRANTIES REGARDING THE PATENT RIGHTS AND RIGHTS GRANTED UNDER THE LICENSE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE PURPOSE, NONJNFRINGEMENT OR VALIDITY OF PATENT RIGHTS. HOSPITAL MAKES NO ADDITIONAL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, CONCERNING THE PATENT RIGHTS AND THE RIGHTS GRANTED HEREUNDER, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, VALIDITY OF PATENT RIGHTS CLAIMS, WHETHER ISSUED OR PENDING, AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AND HEREBY DISCLAIMS THE SAME. SPECIFICALLY, AND NOT TO LIMIT THE FOREGOING, HOSPITAL MAKES NO WARRANTY OR REPRESENTATION (i) REGARDING THE VALIDITY OR SCOPE OF ANY OF THE CLAIM(S), WHETHER ISSUED OR PENDING, OF ANY OF THE PATENT RIGFITS, AND (ii) THAT THE EXPLOITATION OF THE PATENT RIGHTS OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIED. REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE INVENTION, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES OR LICENSED METHOD PRODUCT WILL NOT INFRINGE ANY PATENT PATENTS OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, RIGHTS OF HOSPITAL OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESTHIRD PARTY. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIES. 16.3 Nothing in this AGREEMENT is or will be construed as: (a) A warranty or representation by REGENTS as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' COMPANY REPRESENTS AND WARRANTS THAT PATENT RIGHTS as defined herein; or (e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' FAMILY 2 LICENSE FIELD SPECIFICALLY EXCLUDES THE EXCLUDED PATENT RIGHTSLICENSE FIELD 2.

Appears in 2 contracts

Samples: Exclusive Patent License Agreement (Seer, Inc.), Exclusive Patent License Agreement (Seer, Inc.)

Limited Warranties. 16.1 This license and If you purchased the associated INVENTION Deliverables, for the period of ninety (90) days from the date of receipt by you of the Deliverables, ARM warrants to you that: (i) the media on which the Deliverables are provided shall be free from defects in materials and workmanship under normal use; and (ii) the Deliverables will perform substantially in accordance with its accompanying documentation (if any). ARM's total liability and your exclusive remedy for breach of these limited warranties shall be limited to ARM, at ARM's option: (a) replacing the defective Deliverables; or (b) using reasonable efforts to correct material, documented, reproducible defects in the Deliverables and delivering such corrected Deliverables to you. Any replacement Deliverables will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. EXCEPT AS MAY BE PROVIDED ABOVE, YOU AGREE THAT THE DELIVERABLES ARE LICENSED “AS IS”, AND THAT ARM AND ANY THIRD PARTY LICENSOR EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS, EXPRESS OR IMPLIED, INCLUDING WITHOUT WARRANTY LIMITATION THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, MERCHANTABILITY OR AND FITNESS FOR A PARTICULAR PURPOSE PURPOSE. YOU EXPRESSLY ASSUME ALL LIABILITIES AND RISKS, FOR USE OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIED. REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE INVENTION, REGENTS’ PATENT RIGHTS, OPERATION OF LICENSED PRODUCTS, LICENSED SERVICES INCLUDING WITHOUT LIMITATION, APPLICATIONS DESIGNED OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT INTENDED FOR MISSION CRITICAL APPLICATIONS, SUCH AS PACEMAKERS, WEAPONARY, AIRCRAFT NAVIGATION, FACTORY CONTROL SYSTEMS, ETC. AND SHOULD THE DELIVERABLES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR OTHER PROPRIETARY RIGHTCORRECTION. 16.2 REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIES. 16.3 Nothing in this AGREEMENT is or will be construed as: (a) A warranty or representation by REGENTS as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein; or (e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.

Appears in 2 contracts

Samples: End User License Agreement, End User License Agreement

Limited Warranties. 16.1 This license 13.1 Island represents and warrants that, under normal authorized use, the Software shall substantially perform in conformance with its Documentation. As Customer's sole and exclusive remedy and Island's sole liability for breach of this warranty, Island shall use commercially reasonable efforts to repair the Software. The warranty set forth herein shall not apply if the failure of the Software results from or is otherwise attributable to Customer or its Permitted User’s acts or omissions in violation of this Agreement. Island shall not be liable for any inaccuracy in the Service’s output and/or delay and/or unavailability of the Services, caused due to (a) failure of Customer’s internet access or any public telecommunications network, or shortage of adequate power, (b) any incompatibility between the Customer’s systems and the associated INVENTION are provided WITHOUT WARRANTY OF MERCHANTABILITY Services and/or (c) maintenance within the Customer’s systems affecting the operation of the Services. 13.2 OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, ITS RELATED SERVICES AND THE RESULTS THEREOF ARE PROVIDED ON AN “AS IS” AND "AS AVAILABLE" BASIS. ISLAND DOES NOT WARRANT THAT: (i) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR (ii) THE SERVICES WILL OPERATE ERROR-FREE. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT, ISLAND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, NON- INFRINGEMENT, NON-INTERFERENCE AND FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIEDPURPOSE. REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE INVENTION, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS ISLAND WILL NOT BE LIABLE FOR ANY LOST PROFITSDELAYS, COSTS INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR ISSUES RELATED TO THIS AGREEMENT PUBLIC NETWORKS OR HOSTING SERVICES. ISLAND SHALL NOT BE RESPONSIBLE FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITYWARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF SUCH WARRANTIES AND REPRESENTATIONS ARE THE POSSIBILITY SOLE RESPONSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIESPARTNER. 16.3 Nothing in this AGREEMENT is or will be construed as: (a) A warranty or representation by REGENTS as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein; or (e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.

Appears in 2 contracts

Samples: Services Agreement, Island Subscription Terms

Limited Warranties. 16.1 The Regents warrants to Licensee that it has the lawful right to grant this license. 16.2 This license and the associated INVENTION Invention are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE INVENTION, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES OR LICENSED METHOD METHODS WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 16.2 16.3 IN NO EVENT WILL THE REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR OTHER SPECIAL CONSEQUENTIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, RESULTING FROM EXERCISE OF THIS LICENSE OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED THE USE OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEEINVENTION, JOINT VENTURESPATENT RIGHTS, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED LICENSED METHODS, LICENSED SERVICES OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIESPRODUCTS. 16.3 16.4 Nothing in this AGREEMENT Agreement is or will be construed as: (a) A warranty or representation by REGENTS The Regents as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTSPatent Rights; or (b) A warranty or representation that anything made, used, or SOLD Sold under any license granted in this AGREEMENT Agreement is or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement)17; or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS The Regents other than REGENTS' PATENT RIGHTS as defined hereinPatent Rights, regardless of whether such patents are dominant or subordinate to Patent Rights; or (e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTSPatent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (Octus Inc)

Limited Warranties. 16.1 This license and the associated INVENTION are provided 8.1. WE WARRANT TO YOU ALONE ONLY THAT WE WILL PERFORM INSPECTIONS TESTING, AND MAINTENANCE SERVICES IN A PROFESSIONAL AND WORKMANLIKE MANNER AND IN ACCORDANCE WITH NFPA AND INDUSTRY STANDARDS. WE MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO INSPECTION AND TESTING SERVICES. 8.2. WE WARRANT TO YOU ALONE ONLY THAT ANY EQUIPMENT INSTALLED BY US WILL BE PERFORMED IN A GOOD AND WORKMANLIKE MANNER. IF ANY EQUIPMENT BECOMES DEFECTIVE WITHIN ONE (1) YEAR FROM THE DATE OF THE ORIGINAL INVOICE FOR THE INSTALLATION, WE SHALL REPLACE OR REPAIR THE DEFECTIVE PART WITHOUT CHARGE TO YOU AND THIS SHALL BE OUR SOLE OBLIGATION. THIS WARRANTY IS NOT ASSIGNABLE. 8.3. IF YOU DISCOVER A DEFECT IN THE EQUIPMENT, YOU SHOULD IMMEDIATELY CONTACT US IN WRITING OR BY TELEPHONE AND FULLY DESCRIBE THE DEFECT SO THAT REPAIR SERVICE MAY BE RENDERED. 8.4. EXCEPT AS SET FORTH IN PARAGRAPH 8.1 AND 8.2, WE MAKE NO WARRANTIES AS TO ANY MATTER WHATSOEVER, INCLUDING THE CONDITION OF THE EQUIPMENT OR SYSTEM, ITS MERCHANTABILITY, OR ITS FITNESS FOR ANY PARTICULAR PURPOSE; ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED. 8.5. THIS WARRANTY DOES NOT COVER DAMAGE TO EQUIPMENT CAUSED BY ACCIDENT, THEFT, VANDALISM, NEGLIGENCE, WATER, LIGHTNING, FIRE, INTRUSION, ABUSE, MISUSE, ACT OF GOD, WAR, RIOTS, TERRORISM, ANY CASUALTY, INCLUDING ELECTRICAL CHARGES, ATTEMPTED UNAUTHORIZED REPAIR SERVICE, MODIFICATION OR IMPROPER INSTALLATION BY ANYONE OTHER THAN COMPANY, OR ANY OTHER CAUSE OTHER THAN ORDINARY WEAR AND TEAR. COMPANY SHALL NOT BE LIABLE FOR ANY GENERAL, DIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES. ANY AFFIRMATION OF FACT OR PROMISE MADE BY COMPANY SHALL NOT BE DEEMED TO CREATE AN EXPRESS WARRANTY. COMPANY DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIED. REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE INVENTIONEQUIPMENT, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SYSTEM OR SERVICES OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS WILL MAY NOT BE LIABLE FOR ANY LOST PROFITSCOMPROMISED, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENTCIRCUMVENTED, OR WILL IN ALL CASES PROVIDE THE SIGNALING, MONITORING AND RESPONSE INTENDED. YOU ARE NOT RELYING ON COMPANY'S SKILL OR JUDGMENT IN SELECTING OR FURNISHING A SYSTEM SUITABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIES. 16.3 Nothing in this AGREEMENT is or will be construed as: (a) A warranty or representation by REGENTS as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein; or (e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.ANY

Appears in 1 contract

Samples: Master Terms and Conditions for Test, Inspection, Maintenance and Monitoring Services

Limited Warranties. 16.1 This license Seller warrants that for a period of thirty (30) days from the date of delivery the goods will be free from defects of material and the associated INVENTION are provided workmanship. SELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE, ALL OF WHICH ARE HEREBY SPECIFICALLY DISCLAIMED. IN PARTICULAR, BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING EXCLUSION, (i) IF THE GOODS ARE MADE ACCORDING TO BUYER'S SPECIFICATIONS, SELLER DOES NOT WARRANT ADEQUACY OF SUCH SPECIFICATIONS OR THAT THE GOODS WILL PERFORM IN ACCORDANCE WITH SUCH SPECIFICATIONS, (ii) IF ANY GOODS FURNISHED HEREUNDER ARE MADE BY ANY SUPPLIER OTHER THAN SELLER, SELLER DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO SUCH GOODS, (iii) SELLER DOES NOT WARRANT THAT THE GOODS ARE IN COMPLIANCE WITH LAWS OF ANY COUNTRY, AND (iv) IF THE GOODS ARE MODULES OR ASSEMBLIES, SELLER DOES NOT WARRANT DESIGN, DESIGN PERFORMANCE, DURABILITY OR SYSTEM INTEGRATION OF THE MODULES, ASSEMBLIES OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIEDCOMPONENTS THEREOF. REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE INVENTION, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIES. 16.3 Nothing in this AGREEMENT is or Seller's sole obligation under the foregoing warranties will be construed as: (a) A warranty limited to either, at Seller's option, replacing or representation repairing defective goods or refunding the purchase price paid for such goods previously paid by REGENTS as to the validityBuyer, enforceability or scope and Buyer's exclusive remedy for breach of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or of such warranties will be free from infringement enforcement of patents such obligation of third parties; or (c) An obligation Seller. These warranties will not extend to bring goods subjected to misuse, abuse, neglect, damage, accident or prosecute actions improper installation or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring maintenance or which have been altered or repaired by implication, estoppel, or otherwise any license or rights under any patents of REGENTS anyone other than REGENTS' PATENT RIGHTS as defined herein; or Seller or its authorized representative. Seller shall not be liable on any claim for defective goods, which is not made within thirty (e30) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTSdays after such goods have been received by Buyer.

Appears in 1 contract

Samples: Terms and Conditions of Sale

Limited Warranties. 16.1 This license Seller warrants the Goods will be free from defects of material and the associated INVENTION are provided workmanship. SELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE, ALL OF WHICH ARE HEREBY SPECIFICALLY DISCLAIMED. IN PARTICULAR, BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING EXCLUSION, (i) IF THE GOODS ARE MADE ACCORDING TO THE BUYER’S SPECIFICATIONS, SELLER DOES NOT WARRANT ADEQUACY OF SUCH SPECIFICATIONS OR THAT THE GOODS WILL PERFORM IN ACCORDANCE WITH SUCH SPECIFICATIONS, (ii) IF ANY GOODS FURNISHED HEREUNDER ARE MADE BY ANY SUPPLIER OTHER THAN SELLER, SELLER DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO SUCH GOODS, (iii) SELLER DOES NOT WARRANT THAT THE GOODS ARE IN COMPLIANCE WITH THE LAWS OF ANY COUNTRY, AND (IV) SELLER DOES NOT WARRANT DESIGN, DESIGN PERFORMANCE, DURABILITY OR SYSTEM INTEGRATION OF THE MODULES, ASSEMBLIES OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIEDCOMPONENTS THEREOF. REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE INVENTION, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIES. 16.3 Nothing in this AGREEMENT is or Seller’s sole obligation under the foregoing warranties will be construed as: (a) A warranty limited to either, at Seller’s option, replacing or representation repairing defective Goods or refunding the purchase price paid for such Goods previously paid by REGENTS as to the validityBuyer, enforceability or scope and Buyer’s exclusive remedy for breach of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or such warranties will be free from infringement enforcement of patents such obligation of third parties; or (c) An obligation Seller. These warranties will not extend to bring Goods subjected to misuse, abuse, neglect, damage accident or prosecute actions improper installation or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring maintenance or which have been altered or repaired by implication, estoppel, or otherwise any license or rights under any patents of REGENTS anyone other than REGENTS' PATENT RIGHTS as defined herein; or Seller or its authorized representative. Seller shall be responsible for processing warranty claims for defective Goods pursuant to this Contract only for a period of ninety (e90) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTSdays after shipment.

Appears in 1 contract

Samples: Terms and Conditions of Sale

Limited Warranties. 16.1 This license and the associated INVENTION are provided WITHOUT WARRANTY EXCEPT AS PROVIDED OTHERWISE IN THIS AGREEMENT OR AN ORDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PINDROP PROPERTY IS PROVIDED TO COMPANY “AS IS,” AND PINDROP AND ITS AFFILIATES, AND ITS AND THEIR LICENSORS AND THIRD PARTY SERVICE PROVIDERS DISCLAIM ANY AND ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE PURPOSE, TITLE, NON- INFRINGEMENT, QUIET ENJOYMENT, SYSTEM INTEGRATION AND/OR ANY OTHER WARRANTYDATA ACCURACY. PINDROP, EXPRESSED OR IMPLIED. REGENTS MAKES NO REPRESENTATION OR WARRANTY ON BEHALF OF ITSELF AND ITS AFFILIATES, AND ITS AND THEIR LICENSORS AND THIRD PARTY SERVICE PROVIDERS, DOES NOT WARRANT THAT THE INVENTIONPINDROP PROPERTY WILL MEET COMPANY’S REQUIREMENTS, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES THAT THE OPERATION OR LICENSED METHOD USE OF THE FOREGOING WILL NOT INFRINGE ANY PATENT BE UNINTERRUPTED OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENTERROR-FREE, OR FOR ANY INDIRECTTHAT ALL ERRORS WILL BE CORRECTED. COMPANY ACKNOWLEDGES AND AGREES THAT THE DISCLAIMERS, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT LIMITATIONS AND EXCLUSIONS OF OR RELATED TO LIABILITY SET FORTH IN THIS AGREEMENT FOR ALL CAUSES FORM AN ESSENTIAL BASIS OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITYTHE BARGAIN BETWEEN THE PARTIES, AND BREACH THAT, ABSENT SUCH DISCLAIMERS, LIMITATIONS AND EXCLUSIONS, THE TERMS OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT ECONOMIC TERMS, WOULD BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIESSUBSTANTIALLY DIFFERENT. 16.3 Nothing in this AGREEMENT is or will be construed as: (a) A warranty or representation by REGENTS as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein; or (e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.

Appears in 1 contract

Samples: Subscription Agreement

Limited Warranties. 16.1 for reference only 17.1 This license and the associated INVENTION are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIED. REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE INVENTION, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 16.2 17.2 REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, SUBLICENSEES, PERMITTED SUBCONTRACTORS, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, SUBLICENSEES, JOINT VENTURES, VENTURES OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIES. 16.3 17.3 Nothing in this AGREEMENT is or will be construed as: (a) A warranty or representation by REGENTS as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 18 (Patent Infringement); or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein; or (e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.

Appears in 1 contract

Samples: Exclusive License Agreement

Limited Warranties. 16.1 This license Provider represents and warrants: (i) that it is competent, experienced and trained to provide all Services set forth in the associated INVENTION SOW; and (ii) that the Services will be provided in a professional and workmanlike manner; ((i) through (ii) collectively the “Service Warranties”). NOTWITHSTANDING THE ABOVE, PROVIDER DOES NOT WARRANT OR GUARANTEE IN ANY FORM THE RESULTS OR ACHIEVEMENTS OF THE SERVICES IT PROVIDES. Customer shall provide Provider with written notice of all claims for breach of Service Warranties within thirty (30) days of the applicable Service completion. ALL WARRANTY CLAIMS NOT MADE IN WRITING WITHIN SUCH THIRTY (30) DAY PERIOD WILL BE DEEMED WAIVED. In the event that any claim under this Section 9 is substantiated, Provider will use commercially reasonable efforts, at its sole option and expense, to: (i) promptly refund Customer for any and all fees related to the non-conforming Service; or (ii) correct or modify the non-conforming Service to make such Service conforming. The foregoing remedies in this Section 9 are provided Customer’s sole and exclusive remedies for related to breach of the Service Warranties. The Service Warranties are solely for the benefit of Customer and Customer will have no authority to extend such warranties to any third party. D ISCLAIMER OF WARRANTIES 10.1 EXCEPT FOR AS PROVIDED IN SECTION 9 (LIMITED WARRANTIES), THE SERVICES ARE PROVIDED “AS IS,” WITH ALL FAULTS, AND WITHOUT WARRANTY WARRANTIES OF ANY KIND. THE WARRANTIES SET FORTH IN SECTION 9 CONSTITUTE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY PROVIDER WITH RESPECT TO ANY SERVICES PROVIDED BY PROVIDER UNDER THIS AGREEMENT. PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR AND FITNESS FOR A PARTICULAR PURPOSE PURPOSE. PROVIDER DOES NOT WARRANT OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIED. REGENTS MAKES NO REPRESENTATION OR WARRANTY REPRESENT THAT THE INVENTION, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES OR LICENSED METHOD DELIVERABLES WILL NOT INFRINGE ANY PATENT BE UNINTERRUPTED, ERROR- FREE OR OTHER PROPRIETARY RIGHTCOMPLETELY SECURE. CUSTOMER ACKNOWLEDGES THAT THERE ARE RISKS INHERENT RELATE. 16.2 REGENTS 10.4 EXCEPT FOR BREACHES OF CONFIDENTIALITY, IN NO EVENT, WHETHER BASED IN CONTRACT OR TORT (INCLUDING STRICT LIABILITY AND NEGLIGENCE), WILL NOT EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVEINDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS OF DATA, LOSS OF REVENUE, LOSS OF BUSINESS OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES FINANCIAL LOSS ARISING OUT OF OR RELATED TO IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT FOR AND ALL CAUSES SOWS ISSUED HEREUNDER, REGARDLESS OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF CUSTOMER’S PRIVACY, CONFIDENTIAL INFORMATION AND PROPERTY. PROVIDER WILL NOT IN NO WAY BE HELD RESPONSIBLE OR LIABLE FOR ANY DIRECT DAMAGES SUFFERED DAMAGES, MONETARY OR OTHERWISE, BY LICENSEE, JOINT VENTURESCUSTOMER, OR AFFILIATES ARISING OUT ANY OTHER AFFECTED PARTY, IN THE EVENT OF SECURITY BREACHES OR NETWORK SECURITY-RELATED TO PATENT RIGHTS OUTAGES, DAMAGES, OR LOSSES AND PROVIDER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES WITH REGARD TO THE EXTENT ASSIGNED PROVISION OF ANY SERVICES RELATING TO SYSTEMS OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIESDATA SECURITY OR PRIVACY. 16.3 Nothing in this AGREEMENT is or will be construed as: (a) A warranty or representation by REGENTS as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein; or (e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.

Appears in 1 contract

Samples: Master Products and Services Agreement

Limited Warranties. 16.1 This license Except as otherwise specifically provided in this Agreement, the DCCI Software, the DCCI Hardware, all :Cues, and the associated INVENTION services and materials being furnished by DCCI hereunder are furnished by DCCI under this Agreement "AS IS," without any warranties of any kind, whatsoever, provided that if DCCI is unable to deliver any :Cue to which Belo is entitled hereunder, DCCI's shall provide Belo one substitute "make-good" :Cue of the same type as the undelivered :Cue during the Term for each such undelivered :Cue or, at DCCI's election, provide a pro rata reduction of the Fee, and the foregoing shall be DCCI's sole obligation and Belo's sole and exclusive remedy for undelivered :Cues. In no event shall DCCI be liable for damages or the Belo Stations entitled to a refund in such event. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT WARRANTY LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY, NOR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, AGENTS OR ANY OTHER WARRANTYSUPPLIERS, EXPRESSED OR IMPLIED. REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE INVENTION, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS WILL NOT SHALL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES, OR LOST PROFITSOR IMPUTED PROFITS OR ROYALTIES, COSTS LOST DATA OR COST OF PROCURING PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES SERVICES ARISING OUT OF FROM OR RELATED TO THIS AGREEMENT AGREEMENT, WHETHER FOR ALL CAUSES BREACH OF ACTION WARRANTY OR ANY OBLIGATION ARISING THEREFROM OR OTHERWISE, HOWEVER CAUSED AND ON ANY THEORY OF ANY KIND LIABILITY (INCLUDNG TORT, CONTRACT, NEGLIGENCE, INCLUDING NEGLIGENCE OR STRICT LIABILITY), AND BREACH IRRESPECTIVE OF WARRANTY) EVEN IF REGENTS WHETHER THE PARTY HAS ADVISED OR BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGESLOSS OR DAMAGE. REGENTS WILL NOT UNDER NO CIRCUMSTANCES SHALL BELO BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEEENTITLED TO SPECIFIC PERFORMANCE, JOINT VENTURES, INJUNCTIVE RELIEF OR AFFILIATES OTHER EQUITABLE REMEDY ARISING OUT OF OF, OR RELATED TO PATENT THE SUBJECT MATTER OF, THIS AGREEMENT AND BELO WAIVES ALL RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIESTHERETO. 16.3 Nothing in this AGREEMENT is or will be construed as: (a) A warranty or representation by REGENTS as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein; or (e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.

Appears in 1 contract

Samples: Broadcast Station and Cable Channel Agreement (Digitalconvergence Com Inc)

Limited Warranties. 16.1 This license and 9.1 Seller shall not extend any warranty nor make any representations regarding the associated INVENTION are provided WITHOUT Equipment other than those contained in the Seller’s current limited written warranty, a copy of which is attached hereto as Exhibit C, the “Supplemental Distributor’s Warranty.” 9.2 EXCEPT FOR THE WARRANTY SET FORTH IN THE PRODUCT WARRANTY, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY OR MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE PURPOSE; (c) WARRANTY OF TITLE; OR ANY OTHER (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. 9.3 Products manufactured by a third party ("Third-Party Product") may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Equipment. For the avoidance of doubt, EXCEPT FOR THE WARRANTY SET FORTH IN THE PRODUCT WARRANTY, EXPRESSED OR IMPLIED. REGENTS SELLER MAKES NO REPRESENTATION REPRESENTATIONS OR WARRANTY THAT THE INVENTIONWARRANTIES WITH RESPECT TO ANY THIRD- 9.4 Seller shall not be liable for a breach of the warranty set forth in the Product Warranty unless: (i) Buyer gives written notice of the defect, REGENTS’ PATENT RIGHTSreasonably described, LICENSED PRODUCTS, LICENSED SERVICES OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHTto Seller within fifteen (15) days of the time when Buyer discovers or ought to have discovered the defect; (ii) Seller is given a reasonable opportunity after receiving the notice to examine such Equipment and Buyer (if requested to do so by Seller) returns such Equipment to Seller's place of business at Seller's cost for the examination to take place there; and (iii) Seller reasonably verifies Buyer's claim that the Equipment is defective. 16.2 REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND 9.5 Seller shall not be liable for a breach of the warranty set forth in the Product Warranty if: (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTYi) EVEN IF REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIES. 16.3 Nothing in this AGREEMENT is Buyer makes any further use of such Equipment after giving such notice; (ii) the defect arises because Buyer failed to follow Seller's oral or will be construed as: (a) A warranty or representation by REGENTS written instructions as to the validitystorage, enforceability installation, commissioning, use or scope maintenance of the Equipment; or (iii) Buyer alters or repairs such Equipment without the prior written consent of Seller. 9.6 Subject to Section 9.4 and Section 9.5 above, with respect to any REGENTS' PATENT RIGHTS; or (b) A such Equipment during the warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS period as defined herein; or (e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.Product Warranty, Seller shall, in its sole discretion, either: (i) repair or replace such Equipment (or the defective part) or

Appears in 1 contract

Samples: Sales Agreement

Limited Warranties. 16.1 This license and the associated INVENTION are provided WITHOUT WARRANTY PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER SELLER NOR ANY EMPLOYEE, AGENT OR REPRESENTATIVE OF SELLER HAS MADE, AND SELLER IS NOT LIABLE OR RESPONSIBLE FOR OR BOUND IN ANY MANNER BY, ANY EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, COVENANTS, AGREEMENTS, OBLIGATIONS, GUARANTEES, STATEMENTS, INFORMATION OR INDUCEMENTS PERTAINING TO THE PROPERTY OR ANY PART THEREOF; TITLE TO THE PROPERTY; THE PHYSICAL CONDITION OF THE PROPERTY; THE HABITABILITY, SUITABILITY, OR MERCHANTABILITY OF THE PROPERTY OR FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE USE OR PURPOSE; THE ENVIRONMENTAL OR GEOLOGICAL CONDITION OF THE REAL PROPERTY; THE SOIL CONDITIONS, DRAINAGE OR TOPOGRAPHICAL FEATURES OF THE LAND; THE FITNESS AND QUALITY OF THE PROPERTY; THE QUALITY OR QUANTITY OF ANY ITEMS OF TANGIBLE ASSETS; THE INCOME, EXPENSES OR OPERATION OF THE PROPERTY AND THE VALUE AND PROFITABILITY OF THE PROPERTY; THE USES TO WHICH THE PROPERTY CAN BE PUT; COMPLIANCE OF THE PROPERTY WITH THE LAWS OF ANY GOVERNMENTAL AUTHORITY; CURRENT AND FUTURE ZONING; THE SUITABILITY OF THE PROPERTY OR ANY PORTION THEREOF FOR RENOVATION OR CONSTRUCTION; THE LEGAL STATUS, OBLIGATIONS, LIABILITIES OR RIGHTS OF SELLER WITH RESPECT TO THE PROPERTY; OR ANY OTHER WARRANTYMATTER OR THING WHATSOEVER WITH RESPECT TO THE PROPERTY. PURCHASER ACKNOWLEDGES, AGREES, REPRESENTS AND WARRANTS THAT IT HAS HAD SUCH ACCESS TO THE PROPERTY AND TO INFORMATION AND DATA RELATING TO THE PROPERTY AS PURCHASER HAS CONSIDERED NECESSARY, PRUDENT, APPROPRIATE OR DESIRABLE FOR THE PURPOSES OF THIS TRANSACTION AND THAT PURCHASER AND ITS EMPLOYEES, AGENTS AND REPRESENTATIVES INDEPENDENTLY HAVE INSPECTED, EXAMINED, INVESTIGATED, ANALYZED AND APPRAISED ALL OF THE SAME AND ALL OTHER MATTERS IT HAS DETERMINED ARE CONDITIONS TO PURCHASING THE PROPERTY, AND THAT IT IS ACQUIRING THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS." WITHOUT LIMITING THE FOREGOING, PURCHASER ACKNOWLEDGES AND AGREES THAT, IN ENTERING INTO THIS AGREEMENT, PURCHASER HAS NOT BEEN INDUCED BY AND HAS NOT RELIED UPON ANY REPRESENTATIONS OR STATEMENTS, WHETHER EXPRESSED OR IMPLIED. REGENTS MAKES NO REPRESENTATION , WRITTEN OR WARRANTY THAT THE INVENTIONVERBAL, REGENTS’ PATENT RIGHTSMADE BY SELLER OR ANY AGENT, LICENSED PRODUCTS, LICENSED SERVICES OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT EMPLOYEE OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS REPRESENTATIVE OF SELLER, OR ANY OTHER PERSON, WHICH ARE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT, WHETHER OR NOT SUCH REPRESENTATIONS OR STATEMENTS WERE MADE ORALLY OR ELSEWHERE IN WRITING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER SELLER NOR ANY OTHER PERSON IS UNDER ANY OBLIGATION TO DISCLOSE TO PURCHASER, NOR WILL NOT THEY BE LIABLE FOR ANY LOST PROFITSFAILURE TO DISCLOSE TO PURCHASER, COSTS ANY INFORMATION KNOWN TO THEM REGARDING THE PROPERTY. THIS SECTION 5.6 WILL SURVIVE CLOSING OR TERMINATION OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIESAGREEMENT. 16.3 Nothing in this AGREEMENT is or will be construed as: (a) A warranty or representation by REGENTS as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein; or (e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Arvida JMB Partners L P)

Limited Warranties. 16.1 This license and the associated INVENTION are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTYEXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 4, EXPRESSED OR IMPLIED. REGENTS THE SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER TO THE PURCHASER, EXPRESS, IMPLIED OR STATUTORY, CONCERNING THE PURCHASED ASSETS, THE STOCK, THE ASSUMED LIABILITIES OR THE BUSINESS. EXCEPT AS SET FORTH IN THIS SECTION 4, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SELLER MAKES NO REPRESENTATION OR WARRANTY AS TO VALUE, QUALITY, QUANTITY, CONDITION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKING ORDER, COMPLIANCE WITH LAW OR FUTURE PROFITABILITY OF CONTRACTS OR COMMITMENTS OF THE BUSINESS OR ANY ASSETS OF THE BUSINESS. ANY WARRANTIES OTHER THAN THOSE EXPRESSLY PROVIDED FOR IN THIS SECTION 4 WHETHER EXPRESS, IMPLIED OR STATUTORY, WRITTEN OR ORAL, ARE HEREBY EXPRESSLY DISCLAIMED. THE PURCHASER HAS RECEIVED FROM THE SELLER CERTAIN PROJECTIONS, INCLUDING PROJECTED BALANCE SHEETS AND STATEMENTS OF OPERATING REVENUES AND INCOME FROM OPERATIONS OF CONTINENTAL AND MATTITUCK AND CERTAIN BUSINESS PLAN INFORMATION FOR ALL OR PART OF SUCH YEARS. THE PURCHASER ACKNOWLEDGES THAT (I) THERE ARE UNCERTAINTIES INHERENT IN ATTEMPTING TO MAKE SUCH ESTIMATES, PROJECTIONS AND OTHER FORECASTS AND PLANS, (II) THE INVENTIONPURCHASER IS FAMILIAR WITH SUCH UNCERTAINTIES, REGENTS’ PATENT RIGHTS(III) THE PURCHASER IS TAKING FULL RESPONSIBILITY FOR MAKING ITS OWN EVALUATION OF THE ADEQUACY AND ACCURACY OF ALL ESTIMATES, LICENSED PRODUCTSPROJECTIONS AND OTHER FORECASTS AND PLANS (INCLUDING THE REASONABLENESS OF THE ASSUMPTIONS, LICENSED SERVICES UNDERLYING ESTIMATES, PROJECTIONS AND FORECASTS FURNISHED TO IT), AND (IV) THE PURCHASER SHALL HAVE NO ENTITLEMENT TO ANY ESTIMATES, PROJECTIONS OR LICENSED METHOD WILL NOT INFRINGE FORECASTS OF THE SELLER AFTER THE DATE HEREOF. ACCORDINGLY, THE SELLER MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY PATENT SUCH ESTIMATES, PROJECTIONS OR OTHER PROPRIETARY RIGHTFORECASTS AND PLANS. 16.2 REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIES. 16.3 Nothing in this AGREEMENT is or will be construed as: (a) A warranty or representation by REGENTS as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein; or (e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.

Appears in 1 contract

Samples: Purchase Agreement (Teledyne Technologies Inc)

Limited Warranties. 16.1 This license and the associated INVENTION are provided WITHOUT WARRANTY THE WARRANTIES SET FORTH IN ARTICLE 4 ARE IN LIEU OF MERCHANTABILITY ALL OTHER WARRANTIES BY XXXX, WHETHER EXPRESS OR IMPLIED, DIRECT OR INDIRECT, IN ANY MANNER WHATSOEVER. XXXX, ITS PARTNERS AND ALL OF THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS, LICENSORS, LICENSEES AND PERSONNEL HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTIBILITY, MERCHANTABLE QUALITY DURABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR PURPOSE. XXXX DOES NOT WARRANT, AND CUSTOMER EXPRESSLY, IRREVOCABLY, UNCONDITIONALLY AND ABSOLUTELY WAIVES ANY OTHER WARRANTY, EXPRESSED OR IMPLIED. REGENTS MAKES NO REPRESENTATION OR CLAIM FOR WARRANTY THAT THE INVENTION, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES USE OF OR LICENSED METHOD WILL NOT INFRINGE ACCESS TO ANY PATENT SOFTWARE OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS SERVICES PURSUANT TO THIS AGREEMENT, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR- FREE OR FREE FROM MALICIOUS CODE, AND NO INFORMATION OR ADVICE OBTAINED FROM XXXX WILL CREATE ANY WARRANTY BY XXXX NOT EXPRESSLY STATED IN THIS AGREEMENT. XXXX DOES NOT MAKE ANY WARRANTY AND CUSTOMER EXPRESSLY, IRREVOCABLY, UNCONDITIONALLY AND ABSOLUTELY WAIVES ANY AND ALL WARRANTIES AS TO THE RESULTS OBTAINED, TO BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENTOBTAINED, OR FOR THAT MAY BE OBTAINED FROM THE USE OF ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SOFTWARE OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED SERVICES PROVIDED PURSUANT TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS AS TO THE EXTENT ASSIGNED ACCURACY, COMPLETENESS, TIMELINESS OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIESRELIABILITY THEREOF. 16.3 Nothing in this AGREEMENT is or will be construed as: (a) A warranty or representation by REGENTS as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein; or (e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.

Appears in 1 contract

Samples: Terms of Use

Limited Warranties. 16.1 This license and the associated INVENTION are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIED. REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE INVENTION, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING EXCEPT AS OTHERWISE EXPRESSLY SET OUT OF OR RELATED TO IN THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIES. 16.3 Nothing in this AGREEMENT is or will be construed asAGREEMENT: (a) A warranty or representation by REGENTS as to the validityURN EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED OR EXPRESS WARRANTIES AND MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, enforceability or scope of any REGENTS' PATENT RIGHTS; orSAFETY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE TECHNOLOGY; (b) A warranty or representation that anything madeUHN DOES NOT WARRANT OR REPRESENT THAT ISSUED PATENTS, usedOR PENDING PATENT APPLICATIONS WILL ISSUE, or SOLD under any license granted in this OR WHEN ISSUED WILL BE VALID, OR THAT THE PRACTICE OF ANY TECHNICAL INFORMATION OR KNOW-HOW DISCLOSED TO LICENSEE PURSUANT TO THIS AGREEMENT is or will be free from infringement of patents of third parties; orDOES NOT CONSTITUTE INFRINGEMENT OF RIGHTS OF PERSONS NOT PARTIES HERETO. NOTWITHSTANDING THE FOREGOING, UHN WARRANTS THAT IT HAS NOT KNOWINGLY GRANTED RIGHTS ESSENTIALLY SIMILAR TO THIS LICENSE TO PERSONS NOT PARTIES HERETO-; (c) An obligation to bring or prosecute actions or suits against third parties for patent infringementUHN SHALL NOT BE LIABLE TO THE LICENSEE FOR ANY DAMAGE, except as provided in Article 17 (Patent Infringement)INCLUDING ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE SUFFERED BY THE LICENSEE RESULTING FROM THE USE OF THE TECHNOLOGY LICENSED HEREIN. FURTHER, UHN MAKES NO REPRESENTATION THAT THE TECHNOLOGY LICENSED HEREIN IS FREE FROM DEFECT OR LIABILITY OF INTELLECTUAL PROPERTY INFRINGEMENT; orAND (d) Conferring by implicationUHN’S ENTIRE LIABILITY TO THE LICENSEE FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, estoppelWHETHER IN CONTRACT, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein; or (eTORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED AN AMOUNT EQUAL TO THE SUM OF TOTAL ROYALTIES PAID BY THE LICENSEE TO UHN IN THE MOST RECENT 4 CONSECUTIVE QUARTER YEARLY PERIODS UNDER SECTION 3.1(I) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTSHEREOF.

Appears in 1 contract

Samples: License Agreement (ProMIS Neurosciences Inc.)

Limited Warranties. 16.1 This license and the associated INVENTION are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIED. REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE INVENTION, REGENTS’ PATENT RIGHTS, THE LICENSED PRODUCTS, LICENSED SERVICES PRODUCTS OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, SUBLICENSEES, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, SUBLICENSEES, JOINT VENTURES, VENTURES OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIES. 16.3 Nothing in this AGREEMENT Agreement is or will shall be construed as: (a) A warranty or representation by REGENTS as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, sold, or SOLD otherwise disposed of under any license granted in this AGREEMENT Agreement is or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 14 (Patent Infringement); or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein, regardless of whether such patents are dominant or subordinate to REGENTS' PATENT RIGHTS; or (e) An obligation to furnish any know-how know how, not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.

Appears in 1 contract

Samples: Non Exclusive License Agreement

Limited Warranties. 16.1 17.1 REGENTS represents and warrants to LICENSEE that, [***] the UC Berkeley Office of Technology Licensing, and [***] the UCLA Office of Intellectual Property and the UCSF Office of Technology Management, as of the Effective Date: (i) it has the lawful right to grant this license; and (ii) it is unaware of any other person or entity that has been assigned, or granted any license or other right that is currently effective with respect to, any of REGENTS’ PATENT RIGHTS. 17.2 This license and the associated INVENTION are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIED. REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE INVENTION, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS 17.3 IN NO EVENT WILL NOT EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR OTHER SPECIAL CONSEQUENTIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, (INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR AFFILIATES ARISING OUT OF OR RELATED PROFIT) RELATING TO THIS AGREEMENT FOR ALL CAUSES OR RESULTING FROM EXERCISE OF ACTION THIS LICENSE OR THE USE OF ANY KIND (INCLUDNG TORTTHE INVENTION, REGENTS’ PATENT RIGHTS, LICENSED METHOD, LICENSED SERVICES OR LICENSED PRODUCTS, WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY) OR OTHERWISE, AND BREACH OF WARRANTY) EVEN IF REGENTS THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL THIS PARAGRAPH 17.3 SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LIMIT LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIES’S OBLIGATIONS UNDER ARTICLE 19 (INDEMNIFICATION). 16.3 17.4 Nothing in this AGREEMENT Agreement is or will be construed as: (a) A warranty or representation by REGENTS as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT Agreement is or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement)18; or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein, regardless of whether such patents are dominant or subordinate to REGENTS’ PATENT RIGHTS; or (e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.

Appears in 1 contract

Samples: Exclusive License (Berkeley Lights, Inc.)

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Limited Warranties. 16.1 This license Seller warrants that for a period of thirty (30) calendar days from the date of delivery the goods will be free from defects of material and the associated INVENTION are provided workmanship. SELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE, ALL OF WHICH ARE HEREBY SPECIFICALLY DISCLAIMED. IN PARTICULAR, BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING EXCLUSION, (i) IF THE GOODS ARE MADE ACCORDING TO BUYER'S SPECIFICATIONS, SELLER DOES NOT WARRANT ADEQUACY OF SUCH SPECIFICATIONS OR THAT THE GOODS WILL PERFORM IN ACCORDANCE WITH SUCH SPECIFICATIONS, (ii) IF ANY GOODS FURNISHED HEREUNDER ARE MADE BY ANY SUPPLIER OTHER THAN SELLER, SELLER DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO SUCH GOODS, (iii) SELLER DOES NOT WARRANT THAT THE GOODS ARE IN COMPLIANCE WITH LAWS OF ANY COUNTRY, AND (iv) IF THE GOODS ARE MODULES OR ASSEMBLIES, SELLER DOES NOT WARRANT DESIGN, DESIGN PERFORMANCE, DURABILITY OR SYSTEM INTEGRATION OF THE MODULES, ASSEMBLIES OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIEDCOMPONENTS THEREOF. REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE INVENTION, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIES. 16.3 Nothing in this AGREEMENT is or Seller's sole obligation under the foregoing warranties will be construed as: (a) A warranty limited to either, at Seller's option, replacing or representation repairing defective goods or refunding the purchase price paid for such goods previously paid by REGENTS as to the validityBuyer, enforceability or scope and Buyer's exclusive remedy for breach of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or of such warranties will be free from infringement enforcement of patents such obligation of third parties; or (c) An obligation Seller. These warranties will not extend to bring goods subjected to misuse, abuse, neglect, damage, accident or prosecute actions improper installation or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring maintenance or which have been altered or repaired by implication, estoppel, or otherwise any license or rights under any patents of REGENTS anyone other than REGENTS' PATENT RIGHTS as defined herein; or Seller or its authorized representative. Seller shall not be liable on any claim for defective goods, which is not made within thirty (e30) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTScalendar days after such goods have been received by Buyer.

Appears in 1 contract

Samples: Sales Contracts

Limited Warranties. 16.1 This license and the associated INVENTION are provided a) THESE LICENSES AND THE ASSOCIATED INTELLECTUAL PROPERTY RIGHTS ARE PROVIDED ON AN “AS IS” BASIS, AND LICENSOR DOES NOT MAKE ANY OTHER EXPRESS OR IMPLIED WARRANTY HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTYPURPOSE, EXPRESSED OR IMPLIED. REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT AND LICENSOR HEREBY DISCLAIMS THE INVENTION, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHTSAME. 16.2 REGENTS b) LICENSOR WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS LICENSOR WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS THE INTELLECTUAL PROPERTY TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ LICENSOR’S INVENTORS TO THIRD PARTIES. 16.3 c) Nothing in this AGREEMENT Agreement is or will be construed as: (a) i. A warranty or representation by REGENTS Licensor as to the validity, enforceability enforceability, or scope of any REGENTS' PATENT RIGHTSIntellectual Property rights; or (b) ii. A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT the H2 Licensed Technology is or will be free from infringement of patents of by third parties; or (c) iii. An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) iv. Conferring by implication, estoppel, or otherwise any license or rights under any patents or trademarks of REGENTS Licensor other than REGENTS' PATENT RIGHTS as defined herein; or (e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTSlisted in Exhibit 1.

Appears in 1 contract

Samples: Hydrogen Technology Purchase Agreement (Victory Clean Energy, Inc.)

Limited Warranties. 16.1 This license and the associated INVENTION are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIED. REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE INVENTION, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIES. 16.3 Nothing in this AGREEMENT is or will be construed as: (a) A warranty or representation by REGENTS as WTI warrants to ISS and Econolite that, excepting for defects attributable to the validitySOLOPRO CPU Board supplied by Econolite, enforceability and associated Software supplied by ISS, the SOLOPRO and AIS units sold hereunder will be free from defects in material and workmanship, and will conform to the Specifications for a period of two (2) years from the date of shipment. In the event any SOLOPRO or scope AIS fails to meet the foregoing warranty and is returned to WTI with all transportation charges prepaid, WTI will, at its option, repair or replace such defective SOLOPRO or AIS, or part thereof, within thirty (30) days of receipt. A return authorization number must be obtained from WTI prior to returning any REGENTS' PATENT RIGHTS; orSOLO PRO or AIS for warranty repair. Any SOLOPRO or AIS repaired or replaced hereunder shall be warranted for the remainder of the original warranty period or sixty (60) days, whichever is longer. (b) A WTI makes no other warranty with respect to the SOLOPRO or representation that anything madeAIS, usedand WTI shall not be liable or responsible for losses of any kind resulting from the use or sale thereof by ISS or Econolite, including any damages caused ISS, Econolite or SOLD under end-users by any license granted in this AGREEMENT is attendant or will be free from infringement of patents of third parties; orconsequent deficiency, defect, error or malfunction. WTI, ISS AND ECONOLITE EXPRESSLY AGREE THAT THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY AND NO OTHER PERSON HAS THE AUTHORITY TO ASSUME FOR WTI ANY OTHER LIABILITIES IN CONNECTION WITH THE SALE OF THE SOLOPRO OR AIS. (c) An obligation to bring or prosecute actions or suits against third parties for patent infringementWTI, except as provided in Article 17 (Patent Infringement); orISS AND ECONOLITE EXPRESSLY AGREE THAT THE FOREGOING REMEDIES SHALL BE THE EXCLUSIVE REMEDIES TO ISS AND ECONOLITE AGAINST WTI FOR ANY DEFECTS IN SOLOPROS OR AIS SOLD HEREUNDER. IN NO EVENT SHALL WTI BE LIABLE TO ISS OR ECONOLITE : FOR ANY LOST PROFITS OR OTHER SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR INCIDENTAL DAMAGES, HOWEVER CAUSED ON ANY THEORY OF LIABILITY, ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE DISTRIBUTION OF THE SOLOPRO OR AIS BY ISS OR ECONOLITE. (d) Conferring by implicationWTI shall have no obligation to repair, estoppelreplace or correct defective SOLOPRO or AIS under any warranty or otherwise if the defect or error resulted from improper or inadequate maintenance; unauthorized modification, alteration, disassembly, or otherwise any license misuse; intentional or rights under any patents accidental damage; use with software, hardware or interfaces not supplied or approved by WTI; operation outside the environmental specification of REGENTS other than REGENTS' PATENT RIGHTS as defined hereinthe SOLOPRO or AIS; orimproper site preparation and maintenance; or handling, installation or operation which is not in conformance with WTI's handling, installation and operating instructions. (e) An obligation Upon expiration of the foregoing warranty, WTI agrees that ISS and Econolite may each offer a repair service to furnish any know-how not provided in end users of the patents and patent applications under REGENTS' PATENT RIGHTSSOLOPRO or AIS similar to the repair service presently offered by them with respect to WTI products.

Appears in 1 contract

Samples: Production Agreement (Image Sensing Systems Inc)

Limited Warranties. 16.1 This license and For the associated INVENTION period of ninety (90) days from the date of receipt by you of the Deliverables, Arm warrants to you that (i) the media on which the Deliverables are provided shall be free from defects in materials and workmanship under normal use; and (ii) the Deliverables will perform substantially in accordance with the accompanying documentation (if any). Arm's total liability and your exclusive remedy for breach of these limited warranties shall be limited to Arm, at Arm's option; (a) replacing the defective Deliverables; or (b) using reasonable efforts to correct material, documented, reproducible defects in the Deliverables and delivering such corrected Deliverables to you. Any replacement Deliverables will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is the longer. EXCEPT AS PROVIDED ABOVE, YOU AGREE THAT THE DELIVERABLES ARE LICENSED “AS IS”, AND THAT ARM EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT WARRANTY LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY OR NON- INFRINGEMENT, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE PURPOSE. YOU EXPRESSLY ASSUME ALL LIABILITIES AND RISKS, FOR USE OR ANY OTHER WARRANTYOPERATION OF SOFTWARE APPLICATIONS, EXPRESSED INCLUDING WITHOUT LIMITATION, APPLICATIONS DESIGNED OR IMPLIEDINTENDED FOR MISSION CRITICAL APPLICATIONS, SUCH AS PACEMAKERS, WEAPONARY, AIRCRAFT NAVIGATION, FACTORY CONTROL SYSTEMS, ETC. REGENTS MAKES NO REPRESENTATION SHOULD THE DELIVERABLES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR WARRANTY THAT THE INVENTION, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHTCORRECTION. 16.2 REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIES. 16.3 Nothing in this AGREEMENT is or will be construed as: (a) A warranty or representation by REGENTS as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein; or (e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.

Appears in 1 contract

Samples: End User License Agreement

Limited Warranties. 16.1 This license and the associated INVENTION are provided WITHOUT YOU UNDERSTAND AND AGREE THAT THE PLATFORM, ITS COMPONENTS, INTERFACES, ANY RELATED EQUIPMENT, ANY DOCUMENTATION, THE DATA AND OTHER MATERIALS AND THE EXISTING TECHNOLOGY ARE PROVIDED BY NBN BROKER ON AN “AS IS” AND ON “AS AVAILABLE” BASIS WITH ALL FAULTS. NONE OF THE NBN BROKER MEMBERS, NOR ANY THIRD-PARTY TECHNOLOGY PROVIDER MAKES (AND EACH NBN BROKER MEMBER HEREBY EXCLUDES) ANY WARRANTY OF MERCHANTABILITY ANY KIND TO YOU, WHETHER EXPRESS OR IMPLIED, INCLUDING, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE PURPOSE, NON-INFRINGEMENT OR ANY WARRANTY ARISING FROM A COURSE OF PERFORMANCE, A COURSE OF EXECUTION OF TRANSACTIONS ON THE PLATFORM OR BUSINESS CUSTOMS. WITHOUT PREJUDICE TO THE FOREGOING, NO NBN BROKER MEMBER MAKES ANY REPRESENTATION OR WARRANTY AS TO THE TIMELINESS, ACCURACY OR COMPLETENESS OF ANY OF THE DATA OR OTHER INFORMATION ON THE PLATFORM OR AS TO THE RESULTS TO BE ATTAINED BY YOU FROM ACCESSING OR USING THE PLATFORM. NO NBN BROKER MEMBER SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY CLAIMS RELATING TO ANY SOFTWARE, TECHNOLOGY, EQUIPMENT, PLATFORM, EXISTING TECHNOLOGY, DATA OR ANY OTHER WARRANTYINFORMATION, EXPRESSED MATERIALS, CURRENCY OR IMPLIEDACCESS TO THE PLATFORM MEETING YOUR REQUIREMENTS OF SUCH ACCESS BEING UNINTERRUPTED, TIMELY, SECURE, COMPLETE, ACCURATE OR FREE FROM ERRORS OR DEFECTS. REGENTS MAKES NO REPRESENTATION OR WARRANTY YOU ACKNOWLEDGE THAT THE INVENTION, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES OR LICENSED METHOD WILL CERTAIN SOFTWARE AND EQUIPMENT USED BY YOU MAY NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED SUPPORT SOME FEATURES OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIESPLATFORM. 16.3 Nothing in this AGREEMENT is or will be construed as: (a) A warranty or representation by REGENTS as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein; or (e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.

Appears in 1 contract

Samples: User Agreement

Limited Warranties. 16.1 This license You understand that we cannot and do not guarantee or warrant that files available for downloading from the associated INVENTION Site will be free of viruses or other destructive code. You are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTYresponsible for implementing sufficient procedures and checkpoints to satisfy your requirements for anti-virus protection and accuracy of data input and output, EXPRESSED OR IMPLIEDand for maintaining a means external to our site for any reconstruction of any lost data. REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE INVENTION, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS WE WILL NOT BE LIABLE FOR ANY LOST PROFITSLOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF- SERVICE ATTACK, COSTS VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF PROCURING SUBSTITUTE GOODS THE SITE OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENTANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. You acknowledge that some of the information published on this Site is submitted by users, and that we do not usually review, approve or edit such information. We do not warrant the completeness or accuracy of the information published on this website; nor do we commit to ensuring that the website remains available or that the material on the website is kept up-to-date. To the maximum extent permitted by applicable law we exclude all representations, warranties and conditions relating to this website, whether express or implied, and the use of this website (including, without limitation, any warranties implied by law of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill). WE PROVIDE THE SITE AND THE SERVICES “AS IS” AND “AS AVAILABLE.” WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE SERVICES AND THE SITE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVEA PARTICULAR PURPOSE OR NEED, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED NON-INFRINGING. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE POSSIBILITY SERVICES WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIESYOUR CHOOSING. 16.3 Nothing in this AGREEMENT is or will be construed as: (a) A warranty or representation by REGENTS as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein; or (e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.

Appears in 1 contract

Samples: Terms of Use

Limited Warranties. 16.1 This license and the associated INVENTION are provided BY TAKING POSSESSION OF THE TRAILER, LESSEE ACKNOWLEDGES RECEIPT OF THE TRAILER IN GOOD REPAIR AND WORKING CONDITION AND THAT THE TRAILER IS FIT AND SUFFICIENT FOR LESSEE’S INTENDED USE. TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, LESSEE HEREBY WAIVES THE PROVISION OF ANY STATE LAW LIMITING OR PROHIBITING A GENERAL RELEASE. LESSOR IS NOT A SUPPLIER OR MANUFACTURER (AS SUCH TERMS ARE DEFINED OR USED IN THE UNIFORM COMMERCIAL CODE OR OTHERWISE). NO WARRANTY, EXPRESS OR IMPLIED, IS MADE BY LESSOR OF THE QUALITY, DESIGN, MANUFACTURE, CONDITION OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE TRAILER. LESSEE HEREBY WAIVES ANY AND ALL CLAIMS AGAINST LESSOR FOR ANY AND ALL LOSS OR LIABILITY (INCLUDING, WITHOUT WARRANTY LIMITATION, CARGO LOSS) RESULTING FROM ANY DEFECTS OR FAILURES OF MERCHANTABILITY DESIGN, MATERIALS, CONDITION OR FITNESS FOR ANY PARTICULAR USE OF THE TRAILER, EITHER LATENT OR PATENT. LESSOR EXPRESSLY DISCLAIMS AND LESSEE EXPRESSLY WAIVES ALL OTHER WARRANTIES WITH RESPECT TO THE TRAILER, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTYUSE AND NON-INFRINGEMENT. EXCEPT FOR THE LIMITED WARRANTIES CONTAINED IN THIS PROVISION, EXPRESSED OR IMPLIED. REGENTS MAKES NO THE TRAILER IS PROVIDED ON AN “AS IS” BASIS WITHOUT REPRESENTATION OR WARRANTY THAT OF ANY KIND. PARTIES” SHALL REFER TO LESSOR, ITS AFFILIATES AND ITS SUCCESSORS, ASSIGNS, EMPLOYEES, SHAREHOLDERS, OFFICERS, DIRECTORS, REPRESENTATIVES AND AGENTS AND THEIR RESPECTIVE HEIRS, SUCCESSORS, BENEFICIARIES, ADMINISTRATORS AND ASSIGNS. LESSEE HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE INVENTIONINDEMNIFIED PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, REGENTSLOSSES, LIABILITIES, OBLIGATIONS AND EXPENSES (INCLUDING REASONABLE ATTORNEYSPATENT RIGHTSFEES) (COLLECTIVELY, LICENSED PRODUCTS“CLAIMS”), LICENSED SERVICES OR LICENSED METHOD WILL NOT INFRINGE IN ANY PATENT OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES WAY ARISING OUT OF OR RELATED INCIDENT TO THE AGREEMENT OR LESSEE’S USE, POSSESSION, MAINTENANCE, CONTROL OR CONDITION OF THE TRAILER DURING THE TERM OF THIS AGREEMENT, REGARDLESS OF WHETHER SUCH CLAIMS WERE CAUSED IN WHOLE OR IN PARTY BY THE NEGLIGENCE OF ANY OF THE INDEMNIFIED PARTIES, AND INCLUDING, ANY CLAIMS FROM OR INCIDENT TO: (i) THE ACTS OR OMISSIONS OF LESSEE AND/OR LESSEE’S EMPLOYEES, DRIVERS, AGENTS, REPRESENTATIVES AND ASSIGNS; (ii) THE PERFORMANCE, BREACH OR DEFAULT OF THE AGREEMENT BY LESSEE, OR THE ENFORCEMENT OF ANY OF THE TERMS OF THE AGREEMENT BY LESSOR; (iii) THE DEATH OR INJURY TO ANY PERSON; (iv) DAMAGE TO ANY PROPERTY; (v) DAMAGE TO, OR ANY DAMAGE OR INJURY RESULTING FROM, ANY CARGO PLACED ON OR CONTAINED IN THE TRAILER; (vi) THE VIOLATION OR ALLEGED VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL LAW, RULE OR REGULATION INCLUDING, WITHOUT LIMITATION, ANY FAILURE OR ALLEGED FAILURE TO USE, OPERATE, MAINTAIN OR CONTROL THE TRAILER IN COMPLIANCE WITH SAID APPLICABLE LAW, RULE AND/OR REGULATION; (vii) ANY TAXES AND ASSESSMENTS, INCLUDING WITHOUT LIMITATION ALL IMPORT AND CUSTOM DUTIES AND ALL WITHHOLDING, PROPERTY, SALES AND/OR USE TAXES AND ALL PENALTIES; AND (viii) ANY FINES, TOLLS, USER FEES, TRAFFIC AND PARKING VIOLATIONS, TOWING AND STORAGE EXPENSES, AND ANY OTHER SIMILAR FINES, FEES OR CHARGES. LESSEE SHALL NOT SETTLE OR COMPROMISE ANY CLAIM AGAINST THE INDEMNIFIED PARTIES INCLUDING, WITHOUT LIMITATION, ANY CLAIM FOR WHICH LESSEE HAS ASSUMED THE DEFENSE OF THE INDEMNIFIED PARTIES, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. LESSEE SHALL REIMBURSE THE INDEMNIFIED PARTIES FOR ALL CAUSES COSTS AND EXPENSES INCURRED, INCLUDING REASONABLE ATTORNEYS’ FEES, TO DEFEND ANY ACTION WHICH THE LESSEE IS REQUIRED TO DEFEND PURSUANT TO THESE STANDARD TERMS AND CONDITIONS. THE TERMS OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED THIS ENTIRE PROVISION SHALL SURVIVE THE TERMINATION OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIESAGREEMENT. 16.3 Nothing in this AGREEMENT is or will be construed as: (a) A warranty or representation by REGENTS as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein; or (e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.

Appears in 1 contract

Samples: Trailer Rental Agreement

Limited Warranties. 16.1 This license and the associated INVENTION are provided WITHOUT WARRANTY EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS XXXX, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE NEXT CALLER PROPERTY IS PROVIDED TO YOU “AS IS,” AND NEXT CALLER AND ITS AFFILIATES, LICENSORS AND SUPPLIERS DISCLAIM ANY AND ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, SYSTEM INTEGRATION AND/OR ANY OTHER WARRANTYDATA ACCURACY. NEXT CALLER, EXPRESSED OR IMPLIED. REGENTS MAKES NO REPRESENTATION OR WARRANTY ON BEHALF OF ITSELF AND ITS AFFILIATES, LICENSORS AND SUPPLIERS, DOES NOT WARRANT THAT THE INVENTIONNEXT CALLER PROPERTY WILL MEET YOUR REQUIREMENTS, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES THAT THE OPERATION OR LICENSED METHOD USE OF THE FOREGOING WILL NOT INFRINGE ANY PATENT BE UNINTERRUPTED OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENTERROR-FREE, OR FOR ANY INDIRECTTHAT ALL ERRORS WILL BE CORRECTED. YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT LIMITATIONS AND EXCLUSIONS OF OR RELATED TO LIABILITY SET FORTH IN THIS AGREEMENT FOR ALL CAUSES XXXX FORM AN ESSENTIAL BASIS OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITYTHE BARGAIN BETWEEN THE PARTIES, AND BREACH THAT, ABSENT SUCH DISCLAIMERS, LIMITATIONS AND EXCLUSIONS, THE TERMS OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF THIS XXXX, INCLUDING, WITHOUT LIMITATION, THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT ECONOMIC TERMS, WOULD BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIESSUBSTANTIALLY DIFFERENT. 16.3 Nothing in this AGREEMENT is or will be construed as: (a) A warranty or representation by REGENTS as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein; or (e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.

Appears in 1 contract

Samples: End User License and Services Agreement

Limited Warranties. 16.1 This license and the associated INVENTION are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIED. REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE INVENTION, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT.. for reference only 16.2 REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIES. 16.3 Nothing in this AGREEMENT is or will be construed as: (a) A warranty or representation by REGENTS as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein; or (e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.

Appears in 1 contract

Samples: Non Exclusive License Agreement

Limited Warranties. 16.1 This license 14.1 Each party represents and warrants that it has the right, power and authority to enter into this Agreement and to perform all of its obligations hereunder. 14.2 ADWACO represents and warrants that Services performed under this Agreement will be performed in a good and workmanlike manner, using generally accepted industry standards, by trained and skill personnel and will substantially conform to the specifications, provided, however, that ADWACO shall not be liable for violation of any applicable law, rule or regulation or any third party associated INVENTION are provided WITHOUT WARRANTY with client 14.3 To the knowledge of ADWACO, the Software does not violate any applicable law, rule or regulation or any third party, including any patent, trademark, trade name, copyright, trade secret or other intellectual property right. ADWACO hereby agrees to protect, defend, indemnify and hold harmless Client, its affiliates, and their respective directors, officers, stockholders, members, employees and agents, and their respective successors and permitted assigns (“Client Indemnitees”) from and against any and suits, claims, actions, demands, causes of action, liabilities, loses, costs, damages or expenses, including (i) any of the foregoing to the extent actually paid by the Client Indemnitees in 14.4 THE WARRANTIES MADE IN THIS AGREEMENT ARE THE ONLY WARRANTIES MADE BY ADWACO WITH RESPECT TO PRODUCTS AND SERVICES PROVIDED HEREUNDER. CLIENT AGREES THAT THE EXPRESS OBLIGATIONS AND WARRANTIES MADE BY ADWACO IN THIS AGREEMENT ARE IN LIEU OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AND, TO THE FULLEST EXTENT PERMITTED BY LAW, TO THE EXCLUSION OF ANY OTHER WARRANTY, EXPRESSED CONDITION, TERM, UNDERTAKING OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED. REGENTS MAKES NO REPRESENTATION , STATUTORY OR WARRANTY OTHERWISE, RELATING TO ANYTHING SUPPLIED OR SERVICES PROVIDED UNDER OR IN 14.5 CLIENT AGREES THAT THE INVENTIONIF CLIENT HAS RECEIVED ANY WARRANTIES WITH REGARD TO ANYTHING SUPPLIED OR SERVICES PERFORMED HEREUNDER, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED THEN THOSE WARRANTIES ARE PROVIDED SOLELY BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, ADWACO AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIES. 16.3 Nothing in this AGREEMENT is or will be construed as: (a) A warranty or representation by REGENTS as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein; or (e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.DO NOT

Appears in 1 contract

Samples: Managed Services Agreement

Limited Warranties. 16.1 This license Seller warrants the Goods will be free from defects of material and the associated INVENTION are provided workmanship. SELLER MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PUPOSE, ALL OF WHICH ARE HEREBY SPECIFICALLY DISCLAIMED. IN PARTICULAR, BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING EXCLUSION, (i) IF THE GOODS ARE MADE ACCORDING TO THE BUYER’S SPECIFICATIONS, SELLER DOES NOT WARRANT ADEQUACY OF SUCH SPECIFICATIONS OR THAT THE GOODS WILL PERFORM IN ACCORDANCE WITH SUCH SPECIFICATIONS, (ii) IF ANY GOODS FURNISHED HEREUNDER ARE MADE BY ANY SUPPLIER OTHER THAN SELLER, SELLER DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO SUCH GOODS, (iii) SELLER DOES NOT WARRANT THAT THE GOODS ARE IN COMPLIANCE WITH THE LAWS OF ANY COUNTRY, AND (IV) IF THE GOODS ARE MODULES OR ASSEMBLIES, SELLER DOES NOT WARRANT DESIGN, DESIGN PERFORMANCE, DURABILITY OR SYSTEM INTEGRATION OF THE MODULES, ASSEMBLIES OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIEDCOMPONENTS THEREOF. REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT THE INVENTION, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIES. 16.3 Nothing in this AGREEMENT is or Seller’s sole obligation under the foregoing warranties will be construed as: (a) A warranty limited to either, at Seller’s option, replacing or representation repairing defective Goods or refunding the purchase price paid for such Goods previously paid by REGENTS as to the validityBuyer, enforceability or scope and Buyer’s exclusive remedy for breach of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or such warranties will be free from infringement enforcement of patents such obligation of third parties; or (c) An Seller. These warranties will not extend to Goods subjected to misuse, abuse, neglect, damage accident or improper installation or maintenance or which have been altered or repaired by anyone other than Seller or its authorized representative. Seller shall be responsible for processing warranty claims for defective Goods pursuant to this agreement for the periods stated below: Smoke detectors and alarms 24 months Notification appliances 36 months Carbon monoxide detectors and alarms 24 months Combination carbon monoxide/smoke detectors/alarms 24 months This paragraph does not apply to, and Seller shall have no obligation to bring or prosecute actions or suits against third parties for patent infringementBuyer with respect to, except as provided in Article 17 (Patent Infringement); or (d1) Conferring any of the Goods that are manufactured by implication, estoppel, or otherwise any license or rights under any patents of REGENTS anyone other than REGENTS' PATENT RIGHTS as defined herein; or Seller or (e2) An obligation to furnish the design, design performance, durability or system integration of any know-how not provided in of the patents and patent applications under REGENTS' PATENT RIGHTSGoods that are modules or assemblies or any components of such Goods.

Appears in 1 contract

Samples: Terms and Conditions of Sale

Limited Warranties. 16.1 This license Notwithstanding anything to the contrary herein, the DCI Software, the DCI Hardware, all Graphics, all Orchestrations, and the associated INVENTION services and materials being furnished by DCI hereunder are furnished by DCI under this Agreement "AS IS" without any warranties of any kind, whatsoever, provided that if DCI is unable to deliver any Orchestration to which Licensee is entitled hereunder, DCI shall authorize one substitute "make-good" Orchestration during the Term for each such undelivered Orchestration or, at DCI's election, provide a pro rata reduction of the Fee, and the foregoing shall be DCI's sole obligation and Licensee's sole and exclusive remedy for undelivered Orchestrations. In no event shall DCI be liable for damages or the Licensee entitled to a refund in such event. Except as explicitly provided above in this paragraph 7: LICENSEE ASSUMES TOTAL RESPONSIBILITY AND RISK FOR ITS USE OF THE DCI SOFTWARE AND DCI HARDWARE, AND WITH RESPECT TO THE OBTAINING AND USE OF ORCHESTRATIONS; DCI DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY AND ALL EXPRESS AND IMPLIED WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT WARRANTY LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIEDPURPOSE. REGENTS MAKES IN NO REPRESENTATION OR WARRANTY THAT THE INVENTION, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS WILL NOT EVENT SHALL DCI BE LIABLE FOR (a) LOST PROFITS OR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIALCONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE DCI SOFTWARE, PUNITIVEDCI HARDWARE, GRAPHICS AND/OR ORCHESTRATIONS; OR (b) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEEINACCURACIES IN THE GRAPHICS, JOINT VENTURESDCI SOFTWARE OR DCI HARDWARE. UNDER NO CIRCUMSTANCES SHALL LICENSEE BE ENTITLED TO SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF OR AFFILIATES OTHER EQUITABLE REMEDY ARISING OUT OF OF, OR RELATED TO THE SUBJECT MATTER OF, THIS AGREEMENT FOR AND LICENSEE HEREBY WAIVES ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIESTHERETO. 16.3 Nothing in this AGREEMENT is or will be construed as: (a) A warranty or representation by REGENTS as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein; or (e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.

Appears in 1 contract

Samples: Print Publishing Agreement (Digitalconvergence Com Inc)

Limited Warranties. 16.1 This license a. FNAC warrants that the Support performed hereunder will be performed in a competent and professional manner by employees of FNAC and/or its affiliates having a level of training and skill commensurate with their assigned responsibilities. b. FNAC warrants to Licensee that FNAC has the associated INVENTION are provided WITHOUT WARRANTY OF MERCHANTABILITY right to enter into this Agreement and to grant the rights and licenses herein, and, that FNAC has no actual knowledge that the Licensed Software and Color Adjustment Applications infringe or otherwise violate any patent, copyright, trademark, trade secret or other proprietary rights of a third party. c. Licensee shall be required to notify FNAC in writing of any alleged breach of the warranties described above and provide FNAC with documentation establishing such breach. d. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, FNAC MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING AS TO THE CONDITION, MERCHANTABILITY, NON-INFRINGEMENT, DESIGN, OPERATION OR FITNESS FOR A PARTICULAR PURPOSE OR NEED OF THE LICENSED SOFTWARE, COLOR ADJUSTMENT APPLICATIONS OR SUPPORT OR ANY OTHER WARRANTY, EXPRESSED OR IMPLIED. REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE INVENTIONLICENSED SOFTWARE, REGENTS’ PATENT RIGHTSCOLOR ADJUSTMENT APPLICATIONS OR SUPPORT. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, THE LICENSED PRODUCTSSOFTWARE AND COLOR ADJUSTMENT APPLICATIONS ARE PROVIDED “AS IS” WITH ALL FAULTS, LICENSED SERVICES OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHTAND THE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE AND ACCURACY IS WITH THE LICENSEE. 16.2 REGENTS WILL e. FNAC DOES NOT GUARANTEE THE ACCURACY OF ANY MEASUREMENT, TOOL, REPORT, SYSTEM OR ESTIMATE, CREATED OR PRODUCED IN CONNECTION WITH THE LICENSED SOFTWARE, COLOR ADJUSTMENT APPLICATIONS, SUPPORT, ANY FNAC SERVICES HEREUNDER AND/OR COLORPATH VERIFIED™, NOR DOES FNAC GUARANTEE COLOR STABILITY, PROFILE OR COLORMATCH OF AUTHORIZED OUTPUT DEVICES AND SHALL NOT BE LIABLE TO LICENSEE, AN AUTHORIZED END USER OR ANY THIRD PARTY FOR ANY LOST PROFITSDECISIONS MADE OR BASED UPON, COSTS OF PROCURING SUBSTITUTE GOODS SUCH MEASUREMENTS, REPORTS, TOOLS, SYSTEMS OR SERVICESESTIMATES. FNAC SHALL HAVE NO LIABILITY FOR FAILURE TO PROVIDE ANY SUCH MEASUREMENT, LOST BUSINESSREPORT, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENTTOOL, SYSTEM, OR ESTIMATE. f. LICENSEE ACKNOWLEDGES THAT THE MONITORING AND ADJUSTMENT OF PRINT SYSTEMS IS A COMPLEX FIELD REQUIRING SOPHISTICATED AND SUBJECTIVE PROFESSIONAL JUDGMENT AND EXPERIENCE. THE LICENSED SOFTWARE AND/OR COLOR ADJUSTMENT APPLICATIONS, AS APPLICABLE, MAY BE UTILIZED BY LICENSEE TO MONITOR READINGS AND/OR ADJUST PRINT FROM LICENSEE SYSTEMS (WHICH ARE NOT NECESSARILY ACCURATE IN ALL CASES) AND PROVIDES GENERAL RECOMMENDATIONS. LICENSEE AGREES TO EXERCISE OR OBTAIN QUALIFIED PROFESSIONAL JUDGMENT BEFORE TAKING ACTION BASED ON ANY DATA, REPORTS, CERTIFICATIONS OR RECOMMENDATIONS OBTAINED FROM FNAC, SUPPORT, LICENSED SOFTWARE, COLOR ADJUSTMENT APPLICATIONS, AND/OR COLORPATH WEBSITE. FNAC SHALL HAVE NO LIABILITY FOR LOSS OR DAMAGE RESULTING FROM ANY INDIRECTACTIONS LICENSEE TAKES IN RELIANCE ON DATA, INCIDENTALREPORTS, CONSEQUENTIALCERTIFICATIONS OR RECOMMENDATIONS PROVIDED BY FNAC, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED INCLUDING THROUGH USE OF THE POSSIBILITY SUPPORT, COLOR ADJUSTMENT APPLICATIONS, USE OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, LICENSED SOFTWARE AND/OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIESCOLORPATH WEBSITE. 16.3 Nothing in this AGREEMENT is or will be construed as: (a) A warranty or representation by REGENTS as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein; or (e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.

Appears in 1 contract

Samples: License and Support Agreement

Limited Warranties. 16.1 This license and the associated INVENTION are provided WITHOUT YOU UNDERSTAND AND AGREE THAT THE PLATFORM, ITS COMPONENTS, INTERFACES, ANY RELATED EQUIPMENT, ANY DOCUMENTATION, THE DATA AND OTHER MATERIALS AND THE EXISTING TECHNOLOGY ARE PROVIDED BY FORA TRADE ON AN “AS IS” AND ON “AS AVAILABLE” BASIS WITH ALL FAULTS. NONE OF THE FORA TRADE MEMBERS, NOR ANY THIRD-PARTY TECHNOLOGY PROVIDER MAKES (AND EACH FORA TRADE MEMBER HEREBY EXCLUDES) ANY WARRANTY OF MERCHANTABILITY ANY KIND TO YOU, WHETHER EXPRESS OR IMPLIED, INCLUDING, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE PURPOSE, NON-INFRINGEMENT OR ANY WARRANTY ARISING FROM A COURSE OF PERFORMANCE, A COURSE OF EXECUTION OF TRANSACTIONS ON THE PLATFORM OR BUSINESS CUSTOMS. WITHOUT PREJUDICE TO THE FOREGOING, NO FORA TRADE MEMBER MAKES ANY REPRESENTATION OR WARRANTY AS TO THE TIMELINESS, ACCURACY OR COMPLETENESS OF ANY OF THE DATA OR OTHER INFORMATION ON THE PLATFORM OR AS TO THE RESULTS TO BE ATTAINED BY YOU FROM ACCESSING OR USING THE PLATFORM. NO FORA TRADE MEMBER SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY CLAIMS RELATING TO ANY SOFTWARE, TECHNOLOGY, EQUIPMENT, PLATFORM, EXISTING TECHNOLOGY, DATA OR ANY OTHER WARRANTYINFORMATION, EXPRESSED MATERIALS, CURRENCY OR IMPLIEDACCESS TO THE PLATFORM MEETING YOUR REQUIREMENTS OF SUCH ACCESS BEING UNINTERRUPTED, TIMELY, SECURE, COMPLETE, ACCURATE OR FREE FROM ERRORS OR DEFECTS. REGENTS MAKES NO REPRESENTATION OR WARRANTY YOU ACKNOWLEDGE THAT THE INVENTION, REGENTS’ PATENT RIGHTS, LICENSED PRODUCTS, LICENSED SERVICES OR LICENSED METHOD WILL CERTAIN SOFTWARE AND EQUIPMENT USED BY YOU MAY NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED SUPPORT SOME FEATURES OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIESPLATFORM. 16.3 Nothing in this AGREEMENT is or will be construed as: (a) A warranty or representation by REGENTS as to the validity, enforceability or scope of any REGENTS' PATENT RIGHTS; or (b) A warranty or representation that anything made, used, or SOLD under any license granted in this AGREEMENT is or will be free from infringement of patents of third parties; or (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein; or (e) An obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTS.

Appears in 1 contract

Samples: User Agreement

Limited Warranties. 16.1 Xxxxxx Xxxxx warrants to Licensee that Xxxxxx Xxxxx has the lawful right to grant this license. 16.2 This license and the associated INVENTION rights to the Invention are provided to Licensee WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESSED EXPRESS OR IMPLIED. REGENTS XXXXXX XXXXX MAKES NO REPRESENTATION OR WARRANTY THAT PRACTICE OF THE INVENTIONINVENTION OR PATENT RIGHTS (INCLUDING MAKING, REGENTS’ PATENT RIGHTSUSING, SELLING, OFFERING TO SELL, OR IMPORTING LICENSED PRODUCTS, LICENSED SERVICES SERVICES, OR LICENSED METHOD METHODS) WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS 16.3 IN NO EVENT WILL NOT BE XXXXXX ROSSIBE LIABLE FOR ANY LOST PROFITSINCIDENTAL, COSTS SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF PROCURING SUBSTITUTE GOODS THIS LICENSE OR A SUBLICENSE, OR THE USE OF THE INVENTION, PATENT RIGHTS, LICENSED METHODS, LICENSED SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIESPRODUCTS. 16.3 16.4 Nothing in this AGREEMENT Agreement is or will be construed as: (a) A a warranty or representation by REGENTS Xxxxxx Xxxxx as to the patentability, validity, enforceability enforceability, or scope of any REGENTS' PATENT RIGHTS; orPatent Rights; (b) A a warranty or representation that anything made, used, Sold, offered for Sale, or SOLD imported under any license granted in this AGREEMENT Agreement is or will be free from infringement of patents of third parties; or; (c) An obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or (d) Conferring by implication, estoppel, or otherwise any license or rights under any patents of REGENTS other than REGENTS' PATENT RIGHTS as defined herein; or (e) An an obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTSPatent Rights.

Appears in 1 contract

Samples: Exclusive License Agreement (Franchise Holdings International, Inc.)

Limited Warranties. 16.1 The Assignee warrants to LO that The Assignee has the lawful right to grant this license. 16.2 This license and the associated INVENTION rights to the Inventions are provided to LO WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESSED EXPRESS OR IMPLIED. REGENTS THE ASSIGNEE MAKES NO REPRESENTATION OR WARRANTY THAT PRACTICE OF THE INVENTIONINVENTION OR PATENT RIGHTS (INCLUDING MAKING, REGENTS’ PATENT RIGHTSUSING, SELLING, OFFERING TO SELL, OR IMPORTING LICENSED PRODUCTS, LICENSED SERVICES SERVICES, OR LICENSED METHOD METHODS) WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. 16.2 REGENTS 16.3 IN NO EVENT WILL NOT THE ASSIGNEE BE LIABLE FOR ANY LOST PROFITSINCIDENTAL, COSTS SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF PROCURING SUBSTITUTE GOODS THIS LICENSE OR A SUBLICENSE, OR THE USE OF THE INVENTION, PATENT RIGHTS, LICENSED METHODS, LICENSED SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDNG TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY) EVEN IF REGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REGENTS WILL NOT BE LIABLE FOR ANY DIRECT DAMAGES SUFFERED BY LICENSEE, JOINT VENTURES, OR AFFILIATES ARISING OUT OF OR RELATED TO PATENT RIGHTS TO THE EXTENT ASSIGNED OR LICENSED BY REGENTS’ INVENTORS TO THIRD PARTIESPRODUCTS. 16.3 16.4 Nothing in this AGREEMENT Agreement is or will be construed as: (a) A a warranty or representation by REGENTS The Assignee as to the patentability, validity, enforceability enforceability, or scope of any REGENTS' PATENT RIGHTS; orPatent Rights; (b) A a warranty or representation that anything made, used, Sold, offered for Sale, or SOLD imported under any license granted in this AGREEMENT Agreement is or will be free from infringement of patents of third parties; or; (c) An an obligation to bring or prosecute actions or suits against third parties for patent infringement, except as provided in Article 17 (Patent Infringement); or; (d) Conferring conferring by implication, estoppel, or otherwise any license or rights under any patent applications or patents of REGENTS The Assignee other than REGENTS' PATENT RIGHTS as defined hereinPatent Rights, regardless of whether such patent applications or patents are dominant or subordinate to Patent Rights; or (e) An an obligation to furnish any know-how not provided in the patents and patent applications under REGENTS' PATENT RIGHTSPatent Rights.

Appears in 1 contract

Samples: Exclusive License and Option to License Agreement (OICco ACQUISITION IV, INC.)

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