Limited Warranty and Limitation of Liability Clause Samples

Limited Warranty and Limitation of Liability. A. EBSCO disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, noninfringement, or fitness for a particular purpose. EBSCO neither assumes nor authorizes any other person to assume for EBSCO any other liability in connection with the licensing of the Database(s) under this Agreement and/or its use thereof by the Licensee and Sites or Authorized Users. B. THE MAXIMUM LIABILITY OF EBSCO AND ITS LICENSORS, IF ANY, UNDER THIS AGREEMENT, OR ARISING OUT OF ANY CLAIM RELATED TO THE PRODUCTS, FOR DIRECT DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES RECEIVED BY EBSCO FROM LICENSEE HEREUNDER UP TO THE TIME THE CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY OCCURRED. IN NO EVENT SHALL EBSCO OR ITS LICENSORS BE LIABLE TO LICENSEE OR ANY AUTHORIZED USER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES RELATED TO THE USE OF THE DATABASES OR SERVICES OR TO THESE TERMS AND CONDITIONS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Limited Warranty and Limitation of Liability. The Company rules concerning liability and warranties (including without limitation Rule 11.7 of the applicable Rulebook(s), and any successor rules thereto) are incorporated herein by reference and apply with the same force and effect as if they were reproduced in their entirety in this Agreement. Those Company rules set out the entire liability of Company to Participant. All other liability of Company under or in connection with this Agreement is excluded, except to the extent that it is not permitted to be excluded by Applicable Law.

Limited Warranty and Limitation of Liability. (a) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8, TEAM MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND TEAM EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES, CONDITIONS OR OTHER TERMS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CORRESPONDENCE TO DESCRIPTION OR NON- INFRINGEMENT. TEAM EXPRESSLY DENIES ANY REPRESENTATION, WARRANTY, CONDITION OR OTHER TERM ABOUT THE ACCURACY OR CONDITION OF DATA OR THAT THE SERVICES, HARDWARE OR SOFTWARE OR RELATED SYSTEMS WILL OPERATE UNINTERRUPTED OR ERROR-FREE. (b) TEAM SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR , LOST DATA OR LOST PROFITS, COST OF CAPITAL, COST OF COVER, OR SERVICE INTERRUPTIONS, FROM THE USE OF OR INABILITY TO USE THE HARDWARE, SOFTWARE OR THE SERVICES, IRRESPECTIVE OF WHETHER SUCH DAMAGES CONSTITUTE DIRECT OR INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES AND REGARDLESS OF WHETHER THE DAMAGES WERE FORESEEABLE OR WHETHER A PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THESE EXCLUSIONS SHALL APPLY EVEN IN THE EVENT OF A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. (c) THE TOTAL LIABILITY OF TEAM FOR ANY REASON, SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO TEAM BY CLIENT UNDER THE ORDER APPLICABLE TO THE EVENT GIVING RISE TO SUCH ACTION DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THE LIMITS ON LIABILITY IN THIS SECTION SHALL APPLY IN ALL CASES INCLUDING IF THE APPLICABLE CLAIM ARISES OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT PRODUCT LIABILITY, AND EVEN IF THE PARTY HAS BEEN ADVISED THAT SUCH DAMAGES ARE POSSIBLE OR FORESEEABLE. THE LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE LIMITATIONS SPECIFIED IN THIS SECTION 13 SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. (d) Nothing in this Agreement limits any liability for: (i) death or personal injury caused by a Party’s negligence; (ii) gross negligence, willful misconduct, fraud or fraudulent misrepresentation; or (iii) any liability which cannot be excluded by applicable law.

Limited Warranty and Limitation of Liability. (a) Limited Warranty and Customer Remedies. Altova warrants to the person or entity that first purchases a license for use of the Software pursuant to the terms of this Agreement that (i) the Software will perform substantially in accordance with any accompanying Documentation for a period of ninety (90) days from the date of receipt, and (ii) any support services provided by Altova shall be substantially as described in Section 6 of this Agreement. Some states and jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you. To the extent allowed by applicable law, implied warranties on the Software, if any, are limited to ninety (90) days. Altova’s and its suppliers’ entire liability and your exclusive remedy shall be, at Altova’s option, either (i) return of the price (b) No Other Warranties and Disclaimer. THE FOREGOING LIMITED WARRANTY AND REMEDIES STATE THE SOLE AND EXCLUSIVE REMEDIES FOR ALTOVA OR ITS SUPPLIER’S BREACH OF WARRANTY. ALTOVA AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, ALTOVA AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALTOVA AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, INFORMATIONAL CONTENT OR ACCURACY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. (c) Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL ALTOVA OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY O...

Limited Warranty and Limitation of Liability. 5.1. The Provider warrants that it shall perform the Service in accordance with the terms and subject to the conditions set forth in this Agreement and consistent with the Terms of Service and Privacy Policy of the Provider, both of which are incorporated by reference into this Agreement. THE PROVIDER (a) MAKES NO WARRANTIES EXCEPT FOR THOSE SET FORTH IN THE PRECEDING SENTENCE; AND (b) DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 5.2. The Provider's sole and exclusive liability and the Customer's sole and exclusive remedy for breach of this warranty shall be as follows: a. The Provider shall use reasonable commercial efforts to promptly cure any such breach; provided, that if the Provider cannot cure such breach within a reasonable time (but no more than thirty (30) calendar days) after Customer's written notice of such breach, the Customer may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 8.2. b. In the event the Agreement is terminated pursuant to Section 8.2(a) above, the Provider shall within thirty (30) calendar days after the effective date of termination, refund to the Customer any Fees paid by the Customer as of the date of termination for the Service, less a deduction equal to the Fees for receipt or use of such Services up to and including the date of termination on a prorated basis. c. The foregoing remedy shall not be available unless the Customer provides written notice of such breach within thirty (30) calendar days after performance of the Service for the Customer and/or Individuals. 5.3. THE PROVIDER MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 5.1, ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

Limited Warranty and Limitation of Liability. (a) Beezy warrants that it will perform the Professional Services: (i) in accordance with the terms and subject to the conditions set forth in the respective Accepted Proposal and this Agreement; (ii) using personnel of commercially reasonable skill, experience, and qualifications; and (iii) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar Professional Services. (b) ▇▇▇▇▇’s sole and exclusive liability and Customer’s sole and exclusive remedy for breach of this warranty will be as follows: (i) Beezy will use commercially reasonable efforts to promptly re-perform the affected Professional Services; provided, that if Beezy cannot successfully re-perform such Professional Services within a reasonable time (but no more than 60 days) after Customer’s written notice of such breach, Customer may, at its option, terminate the portion of the Agreement relating to Professional Services by serving written notice of termination in accordance with Section 8(b). (ii) In the event the portion of the Agreement relating to Professional Services is terminated pursuant to Section 5(b)(i) above, Beezy will within 30 days after the effective date of termination, refund to Customer any fees paid by the Customer as of the date of termination for the Professional Services not yet performed or Deliverables (as defined in Section 6 below) not yet provided. (iii) The foregoing remedy will not be available unless Customer provides written notice of such breach within 30 days after delivery of such Professional Services or Deliverables to Customer. (c) ▇▇▇▇▇ MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 5(a), ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

Limited Warranty and Limitation of Liability. 5.1 Service Provider warrants that it shall perform the Services: (a) In accordance with the terms and subject to the conditions set out in the respective Statement of Work and this Agreement. (b) In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. 5.2 Except as set forth in Section 5.3 below, Service Provider's sole and exclusive liability and Customer's sole and exclusive remedy for breach under this agreement shall be as follows: (a) Service Provider shall use reasonable commercial efforts to promptly cure any such breach after receiving written notice of such breach from Customer and upon verification to Customer in writing of its agreement that such breach has in fact occurred; provided, that if Service Provider cannot cure such breach within a reasonable time (not more than 60 days) after Service Provider's written verification of such breach, Customer may, at its option, terminate the Agreement by serving written notice of termination after receipt of Service Provider’s written notification that it has failed to cure such breach. (b) In the event the Agreement is terminated pursuant to Section 5.2(a) above, Service Provider shall within 60 days after the effective date of termination, refund to Customer any fees paid by the Customer as of the date of termination for the Service or Deliverables (as defined in Section 6 below), less a deduction equal to the fees for receipt or use of such Deliverables or Service up to and including the date of termination by the Customer on a prorated basis. (c) The foregoing remedy shall not be available unless Customer provides written notice of such breach within 10 days after delivery of such Service or Deliverable to Customer.

Limited Warranty and Limitation of Liability. 5.1 TAI warrants that it shall perform the Services: (a) In accordance with the terms and subject to the conditions set out in the respective Statement of Work and this Agreement. (b) Using personnel of commercially reasonable skill, experience, and qualifications. (c) In a workmanlike manner in accordance with generally recognized industry standards for similar services. 5.2 TAI’s sole and exclusive liability and ▇▇▇’s sole and exclusive remedy for breach of this warranty shall be as follows: (a) TAI shall use reasonable commercial efforts to promptly cure any such breach; provided, that if TAI cannot cure such breach within a reasonable time (but no more than 60 days) after ▇▇▇’s written notice of such breach, ▇▇▇ may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 9.2. (b) In the event the Agreement is terminated pursuant to Section 5.2(a) above, TAI shall within 90 days after the effective date of termination, refund to ▇▇▇ any fees paid by the ▇▇▇ as of the date of termination for the Service or Deliverables (as defined in Section 6 below), less a deduction equal to the fees for receipt or use of such Deliverables or Service up to and including the date of termination on a pro-rated basis. (c) The foregoing remedy shall not be available unless ▇▇▇ provides written notice of such breach within 60 days after delivery of such Service or Deliverable to ▇▇▇. 5.3 TAI MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 5.1, ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

Limited Warranty and Limitation of Liability. Service Provider warrants that it shall perform the Services: In accordance with the terms and subject to the conditions set out in the respective Statement of Work and this Agreement. Using personnel of commercially reasonable skill, experience, and qualifications. In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.