Non-Conformance Remedy Clause Samples

Non-Conformance Remedy. For a breach of the foregoing warranty, Ordering Activity’s sole and exclusive remedy, and Trend Micro’s entire obligation and liability shall be the re-performance of the non-conforming Maintenance. However, only with respect to separately purchased (by unique SKU) and invoiced Maintenance, if Trend Micro is unable to re-perform Maintenance for any reason to achieve conformance with the foregoing warranty after making commercially reasonable efforts, either Ordering Activity or Trend Micro may terminate these Maintenance Terms for convenience as to the non-conforming portion of such Maintenance, in which event, Trend will refund to Ordering Activity a pro-rated amount corresponding to the remaining portion of any paid Maintenance. TREND MICRO SHALL ONLY HAVE LIABILITY FOR ANY SUCH BREACH OF WARRANTY IF ORDERING ACTIVITY PROVIDES TIMELY NOTICE (IN ACCORDANCE WITH THE SUPPORT GUIDE) OF THE BREACH TO TREND MICRO WITHIN TEN (10) DAYS OF THE PERFORMANCE OF THE APPLICABLE MAINTENANCE SERVICE. THE FOREGOING WARRANTY IS ORDERING ACTIVITY’S EXCLUSIVE WARRANTY AND REPLACES ALL OTHER WARRANTIES, GUARANTEES, OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED, TO WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. TREND MICRO DOES NOT WARRANT OR GUARANTEE THAT MAINTENANCE WILL BE FREE FROM ERRORS OR DEFECTS, BE UNINTERRUPTED, THAT MAINTENANCE WILL PROTECT AGAINST ALL POSSIBLE THREATS, OR THAT TREND MICRO WILL CORRECT ALL DEFECTS IN MAINTANCE OR SOFTWARE. IN ADDITION TO THE FOREGOING, IT IS EXPRESSLY AGREED THAT THE TERMS, CONDITIONS, LIMITATIONS, AND EXCLUSIONS SET FORTH IN SECTION 12 OF THE AGREEMENT WILL APPLY TO THESE MAINTENANCE TERMS AND MAINTENANCE.