Common use of Limited Warranty and Limitation of Liability Clause in Contracts

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. 5.1. The 5.1 Service Provider warrants that it shall perform the Service in Services: (a) In accordance with the terms and subject to the conditions set forth in this Agreement the respective Statement of Work 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 WARRANTIESUsing personnel of commercially reasonable skill, WHETHER EXPRESS OR IMPLIEDexperience, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSEand qualifications. 5.2. The (c) In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. 5.2 Service 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 (a) Service Provider shall use reasonable commercial efforts to promptly cure any such breach; provided, that if the Service Provider cannot cure such breach within a reasonable time (but no more than thirty (30) calendar 30 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. (b) In the event the Agreement is terminated pursuant to Section 8.2(a5.2(a) above, the Service Provider shall within thirty (30) calendar 30 days after the effective date of termination, refund to the Customer any Fees fees paid by the Customer as of the date of termination for the ServiceServices or Deliverables (as defined in Section 6 below), less a deduction equal to the Fees fees for receipt or use of such Deliverables or Services up to and including the date of termination on a prorated pro-rated basis. c. (c) The foregoing remedy shall not be available unless the Customer provides written notice of such breach within thirty (30) calendar 14 days after performance delivery of the Service for the Customer and/or Individualssuch Services or Deliverables to Customer. 5.3. THE 5.3 SERVICE PROVIDER MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 5.1, 5.1 ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

Limited Warranty and Limitation of Liability. 5.1. The Provider (a) Beezy warrants that it shall will perform the Service Professional Services: (i) in accordance with the terms and subject to the conditions set forth in this Agreement the respective Accepted Proposal 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 ; (aii) MAKES NO WARRANTIES EXCEPT FOR THOSE SET FORTH IN THE PRECEDING SENTENCEusing personnel of commercially reasonable skill, experience, and qualifications; AND and (iii) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar Professional Services. (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 Xxxxx’s sole and exclusive liability and the Customer's ’s sole and exclusive remedy for breach of this warranty shall will be as follows: a. The Provider shall (i) Beezy will use commercially reasonable commercial efforts to promptly cure any such breachre-perform the affected Professional Services; provided, that if the Provider Beezy cannot cure successfully re-perform such breach Professional Services within a reasonable time (but no more than thirty (30) calendar 60 days) after Customer's ’s written notice of such breach, the 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 8.28(b). b. (ii) In the event the portion of the Agreement relating to Professional Services is terminated pursuant to Section 8.2(a5(b)(i) above, the Provider shall Beezy will within thirty (30) calendar 30 days after the effective date of termination, refund to the Customer any Fees fees paid by the Customer as of the date of termination for the Service, less a deduction equal to the Fees for receipt Professional Services not yet performed or use of such Services up to and including the date of termination on a prorated basisDeliverables (as defined in Section 6 below) not yet provided. c. (iii) The foregoing remedy shall will not be available unless the Customer provides written notice of such breach within thirty (30) calendar 30 days after performance delivery of the Service for the Customer and/or Individualssuch Professional Services or Deliverables to Customer. 5.3. THE PROVIDER (c) XXXXX MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 5.15(a), ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

Limited Warranty and Limitation of Liability. 5.1. The 5.1 Service Provider warrants that it shall perform the Service in Services: (a) In accordance with the terms and subject to the conditions set forth out in this Agreement the respective Statement of Work 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 WARRANTIESUsing personnel of industry standard skill, WHETHER EXPRESS OR IMPLIEDexperience, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSEand qualifications. 5.2. The (c) In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. 5.2 Service 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 (a) Service Provider shall use reasonable commercial efforts to promptly cure any such breach; provided, that if the Service 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. (b) In the event the Agreement is terminated pursuant to Section 8.2(a5.2(a) above, the Service Provider shall within thirty (30) calendar days after the effective date of termination, refund to the Customer any Fees paid fees advanced by the Customer Customer, if any, as of the date of termination for the ServiceService or Deliverables (as defined in Section 6 below) not yet delivered, less a deduction equal to the Fees fees for receipt work already begun on such Deliverables or use of such Services Service up to and including the date of termination on a prorated pro-rated basis. If Customer Terminates this Agreement pursuant to Section 5.2(a) after a tentative formula has been evaluated and relevant ingredients have been sourced and ordered, but no sample has been released, Service Provider shall refund to Customer one-third (1/3) of the fees paid pursuant to the Statement of Work. The cost of the ingredients cannot be refunded, however Service Provider will ship ingredients to the Customer at Customer’s expense upon Customer’s request. Notwithstanding the foregoing, in no event shall any fees paid be refundable after a sample has been sent to Customer. For illustrative purposes only, if Customer pays in full, in advance for three (3) formulas under an applicable Statement of Work, but this Agreement is terminated pursuant to Section 5.2(a) before Service Provider has begun any work on the third formula, Service Provider shall refund to Customer those fees allocable to the third formula pursuant to the Statement of Work. c. (c) The foregoing remedy shall not be available unless the Customer provides written notice of such breach within thirty (30) calendar days after performance acceptance of the such Service for the Customer and/or Individualsor Deliverable by Customer. 5.3. THE 5.3 SERVICE PROVIDER MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 5.1, ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED. 5.4 Customer agrees and acknowledges that if Customer was introduced to Service Provider via a third-party platform, such as Upwork or KolabTree, that its relationship with Service Provider, including method of payment, charges and fees, etc., may also be subject to that third-party platform’s terms and conditions, including but not limited to a user agreement, terms of use, terms of service, and similar such agreements (“Third Party Terms”). Customer agrees that if it wishes to engage Service Provider directly, without utilizing the third- party platform, it is Customer’s responsibility to ensure that such engagement will not give rise to a breach of the Third Party Terms. For illustrative purposes only, the Upwork Third Party Terms require the payment of a Conversion Fee (as that term is defined in Upwork’s Third Party Terms) to opt out of using the third-party platform. This Conversion Fee shall be the sole responsibility of Customer should Customer wish to engage Service Provider directly. In the event that Customer requires Service Provider to circumvent a third-party platform without complying with the Third Party Terms, Customer shall indemnify, defend, and hold Service Provider harmless against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, incurred by Service Provider as a result of or arising from either Party’s breach of those Third Party Terms. In addition to the foregoing, if Customer’s access to a third-party platform is restricted or revoked due to a breach of those Third Party Terms by either party, Customer shall pay to Service Provider an amount equal to One Million United States Dollars (US$1,000,000.00) (the “Liquidated Damages”). The Parties intend that the Liquidated Damages constitute compensation, and not a penalty. The Parties acknowledge and agree that the Service Provider’s harm caused by Xxxxxxxx’s breach of the Third Party Terms would be impossible or very difficult to accurately estimate as of the Effective Date, and that the Liquidated Damages are a reasonable estimate of the anticipated or actual harm that might arise from Customer’s breach of the Third Party Terms. The Customer’s payment of the Liquidated Damages is the Customer’s sole liability and entire obligation and the Service Provider’s exclusive remedy for any Customer breach of the Third Party Terms.

Limited Warranty and Limitation of Liability. 5.1. The 5.1 Service Provider warrants that it shall perform the Service in Services: (a) In accordance with the terms and subject to the conditions set forth out in this Agreement the respective Statement of Work 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 WARRANTIESUsing personnel of required skill, WHETHER EXPRESS OR IMPLIEDexperience, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSEand qualifications. 5.2. The (c) In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. 5.2 Service 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 (a) Service Provider shall use reasonable commercial efforts to promptly cure any such breach; provided, that if the Service Provider cannot cure such breach within a reasonable time (but no more than thirty (30) calendar 30 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. (b) In the event the Agreement is terminated pursuant to Section 8.2(a5.2(a) above, the Service Provider shall within thirty (30) calendar 30 days after the effective date of termination, refund to the Customer any Fees fees paid by the Customer as of the date of termination for the ServiceService or Deliverables (as defined in Section 6 below), less a deduction equal to the Fees fees for receipt or use of such Services Deliverables or Service up to and including the date of termination on a prorated pro-rated basis. c. (c) The foregoing remedy shall not be available unless the Customer provides written notice of such breach within thirty (30) calendar 7 days after performance of the Service for Services in the Customer and/or IndividualsCustomer’s subscription package. 5.3. THE 5.3 SERVICE 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. 5.1. The Provider 4.1 LCC warrants that it shall perform the Service in Services: (a) In accordance with the terms and subject to the conditions set forth out in this Agreement the respective Statement of Work 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 WARRANTIESUsing personnel of skill, WHETHER EXPRESS OR IMPLIEDexperience, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSEand qualifications in accordance with generally recognized industry standards. 5.2. The Provider's (c) In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. 4.2 LCC’s sole and exclusive liability and the Customer's ’s sole and exclusive remedy for a breach of this warranty shall be as follows: a. The Provider (a) LCC shall use reasonable commercial efforts to promptly cure any such breach; provided, that if the Provider LCC cannot cure such breach within a reasonable time (but no more than thirty ninety (3090) calendar days) after Customer's ’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 8.27.2 and Section 10 below. b. (b) In the event the Agreement is terminated pursuant to Section 8.2(a4.2(a) above, the Provider LCC shall within thirty sixty (3060) calendar days after the effective date of termination, refund to the Customer any Fees fees paid by the Customer as of the date of termination for the ServiceService or Work Product (as defined in Section 5.2 below), less a deduction equal to the Fees fees for receipt or use of such Services Work Product or Service up to and including the date of termination on a prorated basis. c. (c) The foregoing remedy shall not be available unless the Customer provides written notice of such breach within thirty (30) calendar 30 days after performance delivery of the such Service for the Customer and/or Individualsor deliverable to Customer. 5.3. THE PROVIDER 4.3 LCC MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 5.14.1, ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

Limited Warranty and Limitation of Liability. 5.1. The 5.1 Service Provider warrants that it shall perform the Service in Services:‌ (a) In accordance with the terms and subject to the conditions set forth out in this Agreement the respective Statement of Work 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 WARRANTIESUsing personnel of commercially reasonable skill, WHETHER EXPRESS OR IMPLIEDexperience, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSEand qualifications. 5.2. The (c) In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. 5.2 Service Provider's ’s sole and exclusive liability and the Customer's CLIENT’s sole and exclusive remedy for breach of this warranty shall be as follows: a. The (a) Service Provider shall use reasonable commercial efforts to promptly cure any such breach; provided, that if the Service Provider cannot cure such breach within a reasonable time (but no more than thirty (30) calendar days) after Customer's CLIENT’s written notice of such breach, the Customer CLIENT may, at its option, terminate the Agreement by serving written notice of termination in accordance with Section 8.2.9.2.‌ b. (b) In the event the Agreement is terminated pursuant to Section 8.2(a5.2(a) above, the Service Provider shall within thirty (30) calendar days after the effective date of termination, refund to the Customer CLIENT any Fees fees paid by the Customer CLIENT as of the date of termination for the ServiceService or Deliverables (as defined in Section 9 below), less a deduction equal to the Fees fees for receipt or use of such Services Deliverables or Service up to and including the date of termination on a prorated pro- rated basis. c. (c) The foregoing remedy shall not be available unless the Customer CLIENT provides written notice of such breach within thirty (30) calendar days after performance delivery of the such Service for the Customer and/or Individualsor Deliverable to CLIENT. 5.3. THE 5.3 SERVICE PROVIDER MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 5.1, ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED. 5.4 Security Assessment - While performing security assessments, we will attempt to identify vulnerabilities in the applications and/or networks considered to be in-scope. If a vulnerability is identified, exploitation will immediately stop, and, depending on the severity of the vulnerability, the Client may be contacted for immediate resolution. Client and UVC understand that due to the nature of the assessment being performed, unintentional service disruption is possible. Although every precaution will be taken to avoid unnecessary downtime, UVC will not be held responsible for downtime, outside of its control, as a result of the testing being performed. Prior to any social engineering attack targeting employees, UVC will provide, for approval, a list of potential employees to be targeted in the attack to the Client’s designated point of contact. If exploitation of a targeted machine is successful, UVC may perform additional exploitation in an attempt to find additional network vulnerabilities. UVC will take extreme caution when performing additional exploitation by performing reconnaissance and/or exploitation. Targeted and exploited machines can be implanted (e.g. install additional covert software) with tools to perform additional network reconnaissance. These tools are extremely covert and, in most cases, do not impact end users. At the conclusion of the engagement, all targeted workstations will be completely cleaned of any and all network tools and/or implants used for the engagement. While security assessments can increase awareness of potential security vulnerabilities as well as improve overall information systems security, complete coverage of every potential risk and vulnerability is impractical. Security risks constantly change and UVC cannot be held accountable for any future attacks or breaches.

Limited Warranty and Limitation of Liability. 5.1. The 5.1 Service Provider warrants that it shall perform the Service in Services: (a) In accordance with the terms and subject to the conditions set forth out in this Agreement the respective Statement of Work 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 WARRANTIESUsing personnel of commercially reasonable, WHETHER EXPRESS OR IMPLIEDindustry required skill, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSEexperience and qualifications. 5.2. The (c) In a timely, workmanlike and professional manner in accordance with generally recognized industry standards for similar services. 5.2 Service Provider's ’s sole and exclusive liability and the Customer's ’s sole and exclusive remedy for breach of this warranty shall be as follows: a. The (a) Service Provider shall use commercially reasonable commercial efforts to promptly cure any such breach; providedprovided that, that if the Service Provider cannot cure such breach within a reasonable time (but no more than thirty (30) calendar days) after Customer's ’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. (b) In the event the Agreement is terminated pursuant to Section 8.2(a) above5.2(a), the Service Provider shall within thirty ([30) calendar ] days after the effective date of termination, refund to the Customer any Fees fees paid by the Customer as of the date of termination for the ServiceService or Deliverables (as defined in Section 6 below), less a deduction equal to the Fees fees for receipt or use of such Services Deliverables or Service up to and including the date of termination on a prorated pro-rated basis. c. (c) The foregoing remedy shall not be available unless the Customer provides written notice of such breach within thirty (30) calendar 30 days after performance delivery/acceptance of the such Service for the Customer and/or Individualsor Deliverable to/by Customer. 5.3. THE 5.3 SERVICE PROVIDER MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION Section 5.1, ABOVE. ALL OTHER WARRANTIESWARRANTIES AND CONDITIONS, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.