Remedies for Breach of Subscription Service Warranty Sample Clauses

Remedies for Breach of Subscription Service Warranty. Customer’s sole and exclusive remedy under this Section 4.2 will be as set forth in this Section 4.2. Without prejudice to any other remedy, if the Defect persists in causing a material failure in Customer’s production instances of the Subscription Service to conform to the Product Overview and the Release Notes forty-five (45) days after written notice to ServiceNow of a warranty claim under this Section 4.2 (Warranties), then Customer shall be entitled, at its sole discretion, to the following: (i) ServiceNow will correct, work around and address any Defect as soon as reasonably possible upon becoming aware of it; and/or; (ii) Customer may treat this Agreement as terminated and receive from DXC a refund of any prepaid fees covering the remainder of the Subscription Term of any affected Subscription Service after the date of termination; and; in the event of an Extreme Failure: (iii) Expressly subject to the limitations or cap set forth in this Agreement, DXC shall (a) compensate Customer for direct damages incurred by Customer as a direct result of any Extreme Failure (as defined above); and (b) pay service credits in accordance with Section 3 of the Subscription Service Guide. For the avoidance of doubt, this Section 4.2(c)(iii) does not apply to Service Credits for events other than an Extreme Failure and for events occurring after the liability cap in this Agreement has been reached.
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to Remedies for Breach of Subscription Service Warranty

  • Remedies for Breach It is understood and agreed that all rights and remedies afforded below shall be in addition to all remedies or actions otherwise authorized or permitted by law: a. Cover/Substitute Performance In the event of Contractor's material breach that has not been cured within thirty (30) days following Contractor’s receipt of written notice of the material breach, the Commissioner may, with or without formally Bidding: (i) Purchase from other sources; or (ii) If the Commissioner is unsuccessful after making reasonable attempts, under the circumstances then-existing, to timely obtain acceptable service or acquire replacement Product of equal or comparable quality, the Commissioner may acquire acceptable replacement service or Product of lesser or greater quality. Such purchases may be deducted from the Contract quantity without penalty or liability to the State. The Commissioner agrees that Authorized Users shall accept allocated performance or deliveries during a period where Contractor is making good faith efforts to cure a material breach. b. Withhold Payment In any case where a reasonable question of material, uncured non-performance by Contractor arises, payment may be withheld in whole or in part at the discretion of the Commissioner. Should Contractor and the Commissioner fail to agree upon the question of “materiality” in an instance of non-performance, such failure to agree shall be a dispute under the Disputes clause. c. Bankruptcy In the event that the Contractor files, or there is filed against Contractor, a petition under the U.S. Bankruptcy Code during the term of this Centralized Contract, Authorized Users may, at their discretion, make application to exercise its right to set-off against monies due the Debtor or, under the Doctrine of Recoupment, be credited the amounts owed by the Contractor arising out of the same transactions.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!