Common use of Representations and Warranties Disclaimer Clause in Contracts

Representations and Warranties Disclaimer. Each party represents and warrants to the other party that (a) it has and shall have full right and authority to enter into this Agreement and to grant the rights provided hereunder, (b) this Agreement shall be enforceable against it, and (c) the entry into and performance of this Agreement by it do not contravene other agreements, laws, or orders to which it is subject. CONVERCENT DOES NOT MAKE, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CONVERCENT EXPRESSLY DISCLAIMS, AND CUSTOMER HEREBY WAIVES, ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, REGARDING THE SERVICES OR CUSTOMER’S RESULTS FROM USING THE SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF PERFORMANCE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY EXPRESS OR IMPLIED WARRANTIES OR CONTRACT TERMS OR AMENDMENTS ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, CONVERCENT DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL MEET ALL OF CUSTOMER’S REQUIREMENTS OR BE UNINTERRUPTED, SECURE, COMPLETE, ERROR-FREE, OR FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR THAT ALL DEFECTS WILL BE CORRECTED.

Representations and Warranties Disclaimer. Each party Xxxxxx represents and warrants to that the other party that Software will, for a period of sixty (a60) it has days following delivery of the Software, conform and shall have full right function, in all material respects, with its documentation. In the event of a breach of the foregoing warranty, Xxxxxx’x sole and authority to enter into this Agreement and to grant the rights provided hereunder, (b) this Agreement shall be enforceable against itexclusive responsibility, and (c) your sole and exclusive remedy, is for Xxxxxx to correct or replace, at no additional charge to you, any functionality of the entry into and performance of this Agreement by it do not contravene other agreementsSoftware found to be defective. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, lawsTHE SOFTWARE AND ANY RELATED PRODUCTS AND SERVICES PROVIDED TO YOU HEREUNDER ARE PROVIDED TO YOU WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, or orders to which it is subject. CONVERCENT DOES NOT MAKEXXXXXX, ITS AFFILIATES, ITS LICENSORS AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAWITS SERVICE PROVIDERS MAKE NO WARRANTIES, CONVERCENT EXPRESSLY DISCLAIMSEXPRESS, AND CUSTOMER HEREBY WAIVES, ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, STATUTORY, OR ARISING BY OPERATION COURSE OF LAW OR OTHERWISE, REGARDING THE SERVICES OR CUSTOMER’S RESULTS FROM USING THE SERVICESDEALING, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF PERFORMANCEMERCHANTABILITY, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE, NON-INFRINGEMENT OR TITLE, IN CONNECTION WITH THE SOFTWARE OR ANY EXPRESS OR IMPLIED WARRANTIES OR CONTRACT TERMS OR AMENDMENTS ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALINGRELATED PRODUCTS AND SERVICES PROVIDED TO YOU HEREUNDER, OR USAGE OF TRADE. WITHOUT LIMITING ANY REPRESENTATIONS OR WARRANTIES THAT (i) THE FOREGOING, CONVERCENT DOES NOT REPRESENT SOFTWARE WILL MEET YOUR REQUIREMENTS OR WARRANT THAT THE SERVICES OPERATION OF THE SOFTWARE WILL MEET ALL OF CUSTOMER’S REQUIREMENTS BE UNINTERRUPTED OR BE UNINTERRUPTED, SECURE, COMPLETE, ERROR-FREE, (ii) ANY MEASUREMENTS OR FREE OF VIRUSESINFORMATION GENERATED BY THE SOFTWARE WILL BE ACCURATE, MALICIOUS CODEAND (iii) THAT THE SOFTWARE IS A REPLACEMENT FOR YOUR MEDICAL JUDGMENT. YOU ACKNOWLEDGE AND AGREE THAT XXXXXX AND THE SOFTWARE DO NOT PROVIDE MEDICAL ADVICE OR RECOMMENDATIONS AND, AS BETWEEN THE PARTIES, YOU ARE SOLELY RESPONSIBLE FOR ALL MEDICAL TREATMENT OR OTHER HARMFUL COMPONENTS, SERVICES PROVIDED TO YOUR PATIENTS. XXXXXX FURTHER DISCLAIMS ALL WARRANTIES AND LIABILITY WITH RESPECT TO ANY AND ALL USE OF THE SOFTWARE IN CONNECTION WITH ANY IMPLANTABLE DEVICE OR TOOL THAT ALL DEFECTS WILL BE CORRECTEDIS NOT SPECIFIED IN THE SOFTWARE AND SUPPLIED BY XXXXXX.

Representations and Warranties Disclaimer. 7.1 Each party hereby represents and warrants to the other party that that: (a) it has and shall have full right power and authority to enter into this Agreement and to grant the rights provided perform its obligations hereunder, ; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the Term will not enter into, any agreement that would prevent it from complying with this Agreement; (d) it will comply with all applicable laws and regulations in its performance of this Agreement; (e) the content, media and other materials used or provided as part of the Activities shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party. Additionally, both Parties acknowledge and agree that Lyft is not performing transportation services for the general public under this Agreement, and therefore this Agreement shall not be enforceable against itsubject to 49 C.F.R. §37.23. 7.2 EXCEPT AS SET FORTH HEREIN, and (c) the entry into and performance of this Agreement by it do not contravene other agreements, laws, or orders to which it is subject. CONVERCENT DOES NOT MAKEEACH PARTY MAKES NO REPRESENTATIONS, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CONVERCENT HEREBY EXPRESSLY DISCLAIMS, AND CUSTOMER HEREBY WAIVES, DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR CONDITIONSWARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, REGARDING THE ITS SERVICES OR CUSTOMER’S RESULTS FROM USING THE SERVICESPRODUCTS OR ANY PORTION THEREOF, INCLUDING WITHOUT LIMITATION ANY WARRANTIES IMPLIED WARRANTY OF PERFORMANCE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY EXPRESS OR AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR CONTRACT TERMS OR AMENDMENTS ARISING OUT OF COURSE OF PERFORMANCE. SPECIFICALLY, LYFT MAKES NO WARRANTIES CONCERNING THE LYFT APP, LYFT PLATFORM, LYFT CREDITS, CODES, OR OTHERWISE (“LYFT MATERIALS”). LYFT PROVIDES THE LYFT MATERIALS “AS IS” AND WITHOUT WARRANTY. LYFT DOES NOT WARRANT THAT THE LYFT MATERIALS WILL MEET PARTNER’S REQUIREMENTS OR THAT THE OPERATION OF THE LYFT MATERIALS WILL BE UNINTERRUPTED OR ERROR FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, LYFT SPECIFICALLY DISCLAIMS ALL WARRANTIES IN RESPECT TO THE LYFT MATERIALS, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. WITHOUT LIMITING IN THE FOREGOINGEVENT THAT A CODE OR LYFT CREDIT IS NONFUNCTIONAL, CONVERCENT DOES NOT REPRESENT PARTNER’S SOLE REMEDY, AND LYFT’S SOLE LIABILITY, SHALL BE THE REPLACEMENT OF SUCH CODE OR WARRANT THAT THE SERVICES WILL MEET ALL OF CUSTOMER’S REQUIREMENTS OR BE UNINTERRUPTED, SECURE, COMPLETE, ERROR-FREE, OR FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR THAT ALL DEFECTS WILL BE CORRECTEDLYFT CREDIT.

Representations and Warranties Disclaimer. Each party represents and warrants to the other party that (a) it has You represent and shall have full warrant to HTC that: (i) Your Applications will not infringe any intellectual property or other proprietary right of HTC or any third party or violate any right of or duty owed to any third party (including privacy rights and authority publicity rights); (ii) Your Applications will not cause any damage to enter into any property, injury, or death; (iii) Your Applications and Your performance under this Agreement (including use of the SDK) do not and to grant will not violate any applicable law, rule, or regulation; and (iv) You will, at all times, fully comply with all the rights provided hereunderterms, (conditions, obligations, and restrictions set forth in this Agreement. b) this Agreement shall be enforceable against it, and (c) the entry into and performance of this Agreement by it do not contravene other agreements, laws, or orders to which it is subject. CONVERCENT DOES NOT MAKE, AND TO THE FULLEST MAXIMUM EXTENT PERMISSIBLE UNDER PERMITTED BY APPLICABLE LAW, CONVERCENT EXPRESSLY DISCLAIMSTHE SDK AND ANY SUPPORT SERVICES ARE PROVIDED AS IS, WITH ALL FAULTS, AND CUSTOMER AS AVAILABLE. THE ENTIRE RISK IN CONNECTION WITH THE SDK AND ANY SUPPORT SERVICES REMAINS WITH YOU. HTC AND ITS AFFILIATES AND SUPPLIERS HEREBY WAIVES, DISCLAIM ALL REPRESENTATIONS, OTHER WARRANTIES OR AND CONDITIONS, EXPRESS WHETHER EXPRESS, IMPLIED OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, REGARDING THE SERVICES OR CUSTOMER’S RESULTS FROM USING THE SERVICESSTATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF PERFORMANCE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE. ALSO THERE IS NO WARRANTY OF TITLE; QUIET ENJOYMENT; NON-INFRINGEMENT; CORRESPONDENCE TO DESCRIPTION; LACK OF VIRUSES OR ANY EXPRESS BUGS; ACCURACY OR IMPLIED WARRANTIES COMPLETENESS OF RESPONSES OR CONTRACT TERMS OR AMENDMENTS ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, CONVERCENT DOES NOT REPRESENT OR WARRANT RESULTS; SUPPORT; THAT THE SERVICES SDK WILL MEET ALL OF CUSTOMER’S REQUIREMENTS CONTINUE TO BE PROVIDED, WILL OPERATE, OPERATION WILL BE UNINTERRUPTED OR BE UNINTERRUPTED, SECURE, COMPLETE, ERROR-FREE, OR FREE ; MEET ANY OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, YOUR REQUIREMENTS; OR THAT ALL ANY DEFECTS WILL BE CORRECTED. HTC MAY DISCONTINUE PROVIDING THE SDK AND SUPPORT SERVICES AND MAY CHANGE THEIR NATURE, FEATURES AND FUNCTIONALITY AT ANY TIME. YOUR ACCESS TO AND USE OF THE SDK AND SUPPORT SERVICES ARE AT YOUR OWN RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO COMPUTERS, NETWORKS, AND SYSTEMS AND LOSS OF DATA IN CONNECTION WITH THE SDK OR SUPPORT SERVICES.

Representations and Warranties Disclaimer. Each party represents and warrants to the other party that that (a) it has and shall have full right and authority to enter into this Agreement and to grant the rights provided hereunder, (b) this Agreement shall be enforceable against it, and (c) the entry into and performance of this Agreement by it do not contravene other agreements, laws, or orders to which it is subject. Further, Customer represents and warrants to Convercent that Customer will not upload or transmit to the Services any content that (i) infringes, misappropriates or otherwise violates the rights of any third party, including intellectual property rights and rights of privacy; (ii) constitutes “protected health information” as defined by the HIPAA, or “cardholder data” or “sensitive authentication data” each as defined by the Payment Card Industry Data Security Standard, as amended or replaced from time to time (“Security Regulations”), and (iii) otherwise would subject Convercent to or be in violation of the Security Regulations. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY PROVIDED IN THIS PARAGRAPH, CONVERCENT DOES NOT MAKE, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CONVERCENT EXPRESSLY DISCLAIMS, AND CUSTOMER HEREBY WAIVES, ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, REGARDING THE SERVICES OR CUSTOMER’S RESULTS FROM USING THE SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF PERFORMANCE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY EXPRESS OR IMPLIED WARRANTIES OR CONTRACT TERMS OR AMENDMENTS ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, CONVERCENT DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL MEET ALL OF CUSTOMER’S REQUIREMENTS OR BE UNINTERRUPTED, SECURE, COMPLETE, ERROR-FREE, OR FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR THAT ALL DEFECTS WILL BE CORRECTED.

Representations and Warranties Disclaimer. 12.1 Each party hereby represents and warrants to the other party that that: (ai) it has and shall have full right power and authority to enter into this Agreement and to grant perform its obligations hereunder; (ii) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (iii) it has not entered into, and during the Term will not enter into, any agreement that would prevent it from complying with this Agreement; (iv) it will comply with all applicable laws and regulations in its performance of this Agreement; (v) the content, media and other materials used or provided as part of the Activities shall not infringe or otherwise violate the intellectual property rights, rights provided hereunderof publicity or other proprietary rights of any third party. Additionally, (b) both parties acknowledge and agree that Lyft is not performing transportation services for the general public under this Agreement, and therefore this Agreement shall not be enforceable against itsubject to 49 C.F.R. §37.23. 12.2 EXCEPT AS SET FORTH HEREIN, and (c) the entry into and performance of this Agreement by it do not contravene other agreements, laws, or orders to which it is subject. CONVERCENT DOES NOT MAKEEACH PARTY MAKES NO REPRESENTATIONS, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CONVERCENT HEREBY EXPRESSLY DISCLAIMS, AND CUSTOMER HEREBY WAIVES, DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR CONDITIONSWARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, REGARDING THE ITS SERVICES OR CUSTOMER’S RESULTS FROM USING THE SERVICESPRODUCTS OR ANY PORTION THEREOF, INCLUDING WITHOUT LIMITATION ANY WARRANTIES IMPLIED WARRANTY OF PERFORMANCE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY EXPRESS OR AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR CONTRACT TERMS OR AMENDMENTS ARISING OUT OF COURSE OF PERFORMANCE. SPECIFICALLY, LYFT MAKES NO WARRANTIES CONCERNING THE LYFT APP, LYFT PLATFORM, LYFT CREDITS, CODES, OR OTHERWISE (“LYFT MATERIALS”). LYFT PROVIDES THE LYFT MATERIALS “AS IS” AND WITHOUT WARRANTY. LYFT DOES NOT WARRANT THAT THE LYFT MATERIALS WILL MEET COUNTY’S REQUIREMENTS OR THAT THE OPERATION OF THE LYFT MATERIALS WILL BE UNINTERRUPTED OR ERROR FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, LYFT SPECIFICALLY DISCLAIMS ALL WARRANTIES IN RESPECT TO THE LYFT MATERIALS, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. WITHOUT LIMITING IN THE FOREGOINGEVENT THAT A CODE OR LYFT CREDIT IS NONFUNCTIONAL, CONVERCENT DOES NOT REPRESENT COUNTY’S SOLE REMEDY, AND LYFT’S SOLE LIABILITY, SHALL BE THE REPLACEMENT OF SUCH CODE OR WARRANT THAT THE SERVICES WILL MEET ALL OF CUSTOMER’S REQUIREMENTS OR BE UNINTERRUPTED, SECURE, COMPLETE, ERROR-FREE, OR FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR THAT ALL DEFECTS WILL BE CORRECTEDLYFT CREDIT.

Representations and Warranties Disclaimer. Each party Xxxxxx represents and warrants to that the other party that Software will, for a period of sixty (a60) it has days following delivery of the Software, conform and shall have full right function, in all material respects, with its documentation. In the event of a breach of the foregoing warranty, Xxxxxx’x sole and authority to enter into this Agreement and to grant the rights provided hereunder, (b) this Agreement shall be enforceable against itexclusive responsibility, and (c) your sole and exclusive remedy, is for Xxxxxx to correct or replace, at no additional charge to you, any functionality of the entry into and performance of this Agreement by it do not contravene other agreementsSoftware found to be defective. THE SOFTWARE IS BEING PROVIDED BY XXXXXX FOR THE PURPOSE OF SOFTWARE PROTOTYPING AND DEVELOPMENT BY XXXXXX INCLUDING OBTAINING USER INTERFACE FEEDBACK AND ERGONOMIC FEEDBACK. THE SOFTWARE IS NOT APPROVED OR CLEARED FOR USE IN THE CLINICAL SETTING AND MAY NOT BE USED FOR IMPLANTATION PURPOSES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, lawsTHE SOFTWARE AND ANY RELATED PRODUCTS AND SERVICES PROVIDED TO YOU HEREUNDER ARE PROVIDED TO YOU WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, or orders to which it is subject. CONVERCENT DOES NOT MAKEXXXXXX, ITS AFFILIATES, ITS LICENSORS AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAWITS SERVICE PROVIDERS MAKE NO WARRANTIES, CONVERCENT EXPRESSLY DISCLAIMSEXPRESS, AND CUSTOMER HEREBY WAIVES, ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, STATUTORY, OR ARISING BY OPERATION COURSE OF LAW OR OTHERWISE, REGARDING THE SERVICES OR CUSTOMER’S RESULTS FROM USING THE SERVICESDEALING, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF PERFORMANCEMERCHANTABILITY, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE, NON-INFRINGEMENT OR TITLE, IN CONNECTION WITH THE SOFTWARE OR ANY EXPRESS OR IMPLIED WARRANTIES OR CONTRACT TERMS OR AMENDMENTS ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALINGRELATED PRODUCTS AND SERVICES PROVIDED TO YOU HEREUNDER, OR USAGE OF TRADE. WITHOUT LIMITING ANY REPRESENTATIONS OR WARRANTIES THAT (i) THE FOREGOING, CONVERCENT DOES NOT REPRESENT SOFTWARE WILL MEET YOUR REQUIREMENTS OR WARRANT THAT THE SERVICES OPERATION OF THE SOFTWARE WILL MEET ALL OF CUSTOMER’S REQUIREMENTS BE UNINTERRUPTED OR BE UNINTERRUPTED, SECURE, COMPLETE, ERROR-FREE, (ii) ANY MEASUREMENTS OR FREE OF VIRUSESINFORMATION GENERATED BY THE SOFTWARE WILL BE ACCURATE, MALICIOUS CODEAND (iii) THAT THE SOFTWARE IS A REPLACEMENT FOR YOUR MEDICAL JUDGMENT. YOU ACKNOWLEDGE AND AGREE THAT XXXXXX AND THE SOFTWARE DO NOT PROVIDE MEDICAL ADVICE OR RECOMMENDATIONS AND, AS BETWEEN THE PARTIES, YOU ARE SOLELY RESPONSIBLE FOR ALL MEDICAL TREATMENT OR OTHER HARMFUL COMPONENTS, SERVICES PROVIDED TO YOUR PATIENTS. XXXXXX FURTHER DISCLAIMS ALL WARRANTIES AND LIABILITY WITH RESPECT TO ANY AND ALL USE OF THE SOFTWARE IN CONNECTION WITH ANY IMPLANTABLE DEVICE OR TOOL THAT ALL DEFECTS WILL BE CORRECTEDIS NOT SPECIFIED IN THE SOFTWARE AND SUPPLIED BY XXXXXX.

Representations and Warranties Disclaimer. Each party represents You represent and warrants warrant to the other party that DentalHQ that: (a) it has you are duly organized, validly existing and shall in good standing as an entity under the applicable laws, rules and regulations of the jurisdiction of your incorporation or other organization; (b) you have the full right right, power and authority to enter into and perform your obligations under this Agreement and to grant the rights provided hereunder, (b) this Agreement shall be enforceable against it, and Agreement; (c) the entry into and performance execution of this Agreement by it do not contravene other agreementsyour Representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action; and (d) when executed and delivered by both Parties, lawsthis Agreement will constitute the legal, or orders to which it is subjectvalid and binding obligation of Platform Customer, enforceable against Platform Customer in accordance with its terms. CONVERCENT DOES NOT MAKETHE DENTALHQ PLATFORM, DENTALHQ MATERIALS, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CONVERCENT EXPRESSLY DISCLAIMS, AND CUSTOMER HEREBY WAIVES, ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, SERVICES PROVIDED BY OPERATION ON BEHALF OF LAW OR OTHERWISE, REGARDING THE SERVICES OR CUSTOMER’S RESULTS FROM USING THE SERVICES, INCLUDING WITHOUT LIMITATION ANY DENTALHQ IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS IS.” DENTALHQ SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF PERFORMANCEMERCHANTABILITY, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY EXPRESS OR IMPLIED PURPOSE, TITLE AND NON-INFRINGEMENT AND ALL WARRANTIES OR CONTRACT TERMS OR AMENDMENTS ARISING OUT OF COURSE OF PERFORMANCE, FROM COURSE OF DEALING, USAGE OR USAGE OF TRADETRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, CONVERCENT DOES NOT REPRESENT OR WARRANT DENTALHQ MAKES NO WARRANTY OF ANY KIND THAT THE DENTALHQ PLATFORM OR DENTALHQ MATERIALS, OR ANY PRODUCTS OR SERVICES OR RESULTS OF THE USE THEREOF, WILL MEET ALL OF CUSTOMERYOUR OR ANY OTHER PERSON’S REQUIREMENTS REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE OR SYSTEM, OR BE UNINTERRUPTEDSECURE, SECUREACCURATE, COMPLETE, ERROR-FREE, OR FREE OF VIRUSESHARMFUL CODE OR ERROR FREE. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, MALICIOUS CODESO CERTAIN PROVISIONS OF THIS SECTION 8 MAY NOT APPLY TO YOU; HOWEVER, OR OTHER HARMFUL COMPONENTS, OR THAT ALL DEFECTS WILL BE CORRECTEDTHEY APPLY TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

Representations and Warranties Disclaimer. Each party 8.1 As of the Effective Date, SSA represents and warrants to the other party Licensee that (a) it has the right to and shall have full right and authority is duly authorized to enter into this Agreement and to grant consummate the rights provided hereundertransactions contemplated hereby. 8.2 OTHER THAN THOSE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT, (b) this Agreement shall be enforceable against itSSA MAKES NO REPRESENTATIONS, and (c) the entry into and performance of this Agreement by it do not contravene other agreementsWARRANTIES, laws, or orders to which it is subject. CONVERCENT DOES NOT MAKE, AND CONDITIONS OR GUARANTEES WITH RESPECT TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAWBEDFAX MARKS OR ANY RIGHTS THEREIN, CONVERCENT EXPRESSLY DISCLAIMSWHETHER EXPRESS, AND CUSTOMER HEREBY WAIVES, ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW STATUTORY, ORAL OR IN WRITING OR OTHERWISE, REGARDING THE SERVICES OR CUSTOMER’S RESULTS FROM USING THE SERVICESINCLUDING, INCLUDING WITHOUT LIMITATION LIMITATION, ANY IMPLIED WARRANTIES OF PERFORMANCETITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY OR FITNESS FOR WARRANTIES ARISING FROM A PARTICULAR PURPOSE OR ANY EXPRESS OR IMPLIED WARRANTIES OR CONTRACT TERMS OR AMENDMENTS ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OR USAGE TRADE PRACTICE, AND THE SAME ARE HEREBY EXPRESSLY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT FOR ANY EXPLICIT STATEMENT IN THIS AGREEMENT, SSA MAKES NO REPRESENTATION OR WARRANTY AS TO THE RIGHT TO USE THE BEDFAX MARKS AND LICENSEE ASSUMES ALL RISK AND LIABILITY WITH RESPECT TO ITS USE OF TRADE. WITHOUT LIMITING THE FOREGOINGBEDFAX MARKS. 8.3 As of the Effective Date, CONVERCENT DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL MEET ALL OF CUSTOMER’S REQUIREMENTS OR BE UNINTERRUPTEDLicensee represents and warrants that (a) it has the right to and is duly authorized to enter into this License Agreement and to consummate the transaction contemplated hereby; (b) it shall comply in all material respects with all laws applicable to Licensee’s business and the Goods and Services sold, SECUREoffered for sale or advertised by Licensee in association with the BEDFAX Mark; (c) Licensee and its Goods and Services meet the Qualification Requirements pertaining to the BEDFAX Mark for which a license is being applied; and (c) Licensee will not violate or infringe the rights of any person, COMPLETE, ERROR-FREE, OR FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR THAT ALL DEFECTS WILL BE CORRECTEDentity or estate in connection with its use of the BEDFAX Mark.

Representations and Warranties Disclaimer. a. Each party Party represents and warrants that this Agreement constitutes its valid and binding obligation and is enforceable against it in accordance with its terms. In addition, Zuva represents and warrants to the other party Customer that (ai) it has and the Services, as used in accordance herewith, shall have full right and authority to enter into this Agreement and to grant operate substantially in accordance with the rights provided hereunder, (b) this Agreement shall be enforceable against itDocumentation, and (cii) the entry Services, as provided by Zuva and used in accordance herewith, shall not contain, nor will Zuva introduce into and performance of this Agreement by it do not contravene other agreementsthe Services, lawsany software viruses, worms, Trojan Horses, or orders similar malware. Customer represents and warrants to which it is subject. CONVERCENT DOES NOT MAKEZuva that use of the Services by its Users shall not violate any Applicable Laws, including laws or regulations governing the international or cross-border transfer of data or pertaining to data security or privacy. b. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN SECTION 9(a) ABOVE AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAWOBLIGATIONS DESCRIBED IN THE PREMIER SUPPORT ADDENDUM (IF APPLICABLE), CONVERCENT EXPRESSLY DISCLAIMS, AND CUSTOMER HEREBY WAIVES, ZUVA DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES OR AND CONDITIONS, EXPRESS OR IMPLIED, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, REGARDING THE SERVICES OR CUSTOMER’S RESULTS FROM USING THE SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF PERFORMANCEMERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACYERROR-FREE OR UNINTERRUPTED OPERATION, MERCHANTABILITY AND ANY REPRESENTATIONS OR FITNESS FOR A PARTICULAR PURPOSE OR ANY EXPRESS OR IMPLIED WARRANTIES OR CONTRACT TERMS OR AMENDMENTS CONDITIONS ARISING OUT OF FROM A COURSE OF PERFORMANCE, COURSE OF DEALING, DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, CONVERCENT DOES ZUVA MAKES NO WARRANTY THAT (I) THE SERVICES, INCLUDING THE ZUVA TECHNOLOGY, THE REPORTS, OR ANY OTHER SERVICES OR DELIVERABLES PROVIDED HEREUNDER (COLLECTIVELY, THE “MATERIALS”) WILL MEET THE REQUIREMENTS OF CUSTOMER OR USERS OR OPERATE IN COMBINATION WITH ANY HARDWARE, SOFTWARE OR DATA NOT REPRESENT OR WARRANT THAT PROVIDED BY ZUVA, (II) THE SERVICES WILL MEET ALL OF CUSTOMER’S REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, COMPLETE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MATERIALS WILL BE ACCURATE OR FREE OF VIRUSES, MALICIOUS CODERELIABLE, OR OTHER HARMFUL COMPONENTS, OR THAT ALL DEFECTS (IV) ANY ERRORS IN THE MATERIALS WILL BE CORRECTED. THE MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL DEFECTS. NO ORAL OR WRITTEN INFORMATION OR COMMUNICATIONS GIVEN BY ZUVA, ITS EMPLOYEES, OR AGENTS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTY OR CREATE ANY NEW OR ADDITIONAL WARRANTIES.

Representations and Warranties Disclaimer. Each party Stryker represents and warrants to that the other party that Software will, for a period of sixty (a60) it has days following delivery of the Software, conform and shall have full right function, in all material respects, with its documentation. In the event of a breach of the foregoing warranty, Stryker’s sole and authority to enter into this Agreement and to grant the rights provided hereunder, (b) this Agreement shall be enforceable against itexclusive responsibility, and (c) your sole and exclusive remedy, is for Stryker to correct or replace, at no additional charge to you, any functionality of the entry into and performance of this Agreement by it do not contravene other agreementsSoftware found to be defective. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, lawsTHE SOFTWARE AND ANY RELATED PRODUCTS AND SERVICES PROVIDED TO YOU HEREUNDER ARE PROVIDED TO YOU WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, or orders to which it is subject. CONVERCENT DOES NOT MAKESTRYKER, ITS AFFILIATES, ITS LICENSORS AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAWITS SERVICE PROVIDERS MAKE NO WARRANTIES, CONVERCENT EXPRESSLY DISCLAIMSEXPRESS, AND CUSTOMER HEREBY WAIVES, ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, STATUTORY, OR ARISING BY OPERATION COURSE OF LAW OR OTHERWISE, REGARDING THE SERVICES OR CUSTOMER’S RESULTS FROM USING THE SERVICESDEALING, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF PERFORMANCEMERCHANTABILITY, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE, NON-INFRINGEMENT OR TITLE, IN CONNECTION WITH THE SOFTWARE OR ANY EXPRESS OR IMPLIED WARRANTIES OR CONTRACT TERMS OR AMENDMENTS ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALINGRELATED PRODUCTS AND SERVICES PROVIDED TO YOU HEREUNDER, OR USAGE OF TRADE. WITHOUT LIMITING ANY REPRESENTATIONS OR WARRANTIES THAT (i) THE FOREGOING, CONVERCENT DOES NOT REPRESENT SOFTWARE WILL MEET YOUR REQUIREMENTS OR WARRANT THAT THE SERVICES OPERATION OF THE SOFTWARE WILL MEET ALL OF CUSTOMER’S REQUIREMENTS BE UNINTERRUPTED OR BE UNINTERRUPTED, SECURE, COMPLETE, ERROR-FREE, (ii) ANY MEASUREMENTS OR FREE OF VIRUSESINFORMATION GENERATED BY THE SOFTWARE WILL BE ACCURATE, MALICIOUS CODEAND (iii) THAT THE SOFTWARE IS A REPLACEMENT FOR YOUR MEDICAL JUDGMENT. YOU ACKNOWLEDGE AND AGREE THAT STRYKER AND THE SOFTWARE DO NOT PROVIDE MEDICAL ADVICE OR RECOMMENDATIONS AND, AS BETWEEN THE PARTIES, YOU ARE SOLELY RESPONSIBLE FOR ALL MEDICAL TREATMENT OR OTHER HARMFUL COMPONENTS, SERVICES PROVIDED TO YOUR PATIENTS. STRYKER FURTHER DISCLAIMS ALL WARRANTIES AND LIABILITY WITH RESPECT TO ANY AND ALL USE OF THE SOFTWARE IN CONNECTION WITH ANY IMPLANTABLE DEVICE OR TOOL THAT ALL DEFECTS WILL BE CORRECTEDIS NOT SPECIFIED IN THE SOFTWARE AND SUPPLIED BY STRYKER.

Representations and Warranties Disclaimer. Each party represents and warrants to the other party that (a) it has and shall have full right and authority to enter into this Agreement constitutes its valid and to grant the rights provided hereunder, (b) this Agreement shall be binding obligation and is enforceable against it, and (c) the entry into and performance of this Agreement by it do not contravene other agreements, laws, or orders to which it is subjectin accordance with its TERMS. CONVERCENT MCGRAW HILL DOES NOT MAKEWARRANT THE COMPLETENESS, ADEQUACY, ACCURACY, OR USEFULNESS OF THE SOLUTION, THE MCGRAW HILL CONTENT OR ANY OTHER MATERIALS PROVIDED HEREUNDER (COLLECTIVELY, THE "MATERIALS"). THE MATERIALS ARE PROVIDED ON AN "AS IS" AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW"AS AVAILABLE" BASIS WITH ALL DEFECTS. MCGRAW HILL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, CONVERCENT EXPRESSLY DISCLAIMS, AND CUSTOMER HEREBY WAIVES, ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISEINCLUDING, REGARDING THE SERVICES OR CUSTOMER’S RESULTS FROM USING THE SERVICES, INCLUDING WITHOUT LIMITATION BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF PERFORMANCEMERCHANTABILITY, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY EXPRESS OR IMPLIED WARRANTIES OR CONTRACT TERMS OR AMENDMENTS ARISING OUT OF FROM A COURSE OF PERFORMANCE, COURSE OF DEALING, DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, CONVERCENT DOES NOT REPRESENT OR WARRANT MCGRAW HILL MAKES NO WARRANTY THAT (I) THE SERVICES MATERIALS WILL MEET ALL THE REQUIREMENTS OF CUSTOMER’S REQUIREMENTS OR SUBSCRIBER, (II) THE MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, COMPLETE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MATERIALS WILL BE ACCURATE OR FREE OF VIRUSES, MALICIOUS CODERELIABLE, OR OTHER HARMFUL COMPONENTS, OR THAT ALL DEFECTS (IV) ANY ERRORS IN THE MATERIALS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR COMMUNICATIONS GIVEN BY MCGRAW HILL, ITS EMPLOYEES, OR AGENTS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTY OR CREATE ANY NEW OR ADDITIONAL WARRANTIES. To the extent that McGraw Hill may not as a matter of applicable law disclaim an implied warranty, the scope and duration of such warranty will be the minimum permitted under such law.

Representations and Warranties Disclaimer. Each party represents and warrants to that: (i) it is validly existing and in good standing under the other party that laws of the place of its establishment or incorporation; (aii) it has and shall have full right corporate power and authority to execute, deliver and perform its obligations under this Agreement; (iii) the person signing this Agreement on its behalf has been duly authorized and empowered to enter into this Agreement Agreement; and to grant the rights provided hereunder, (biv) this Agreement shall be is valid, binding and enforceable against itit in accordance with its terms. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION A15, and (c) the entry into and performance of this Agreement by it do not contravene other agreements, laws, or orders to which it is subject. CONVERCENT DOES NOT MAKE, NAUTO AND ITS SUPPLIERS TO THE FULLEST EXTENT PERMISSIBLE UNDER NOT PROHIBITED BY APPLICABLE LAW, CONVERCENT EXPRESSLY DISCLAIMS, LAW DISCLAIM ANY AND CUSTOMER HEREBY WAIVES, ALL REPRESENTATIONS, OTHER WARRANTIES OR CONDITIONS, AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WHETHER OR NOT WITH RESPECT TO NAUTO, THE NAUTO SOLUTION, OR ANY OTHER PRODUCT OR SERVICE OF NAUTO, AND WHETHER ALLEGED TO ARISE BY OPERATION OF LAW LAW, BY REASON OF CUSTOM OR OTHERWISEUSAGE IN THE TRADE, REGARDING THE SERVICES OR CUSTOMER’S RESULTS FROM USING THE SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF PERFORMANCE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY EXPRESS OR IMPLIED WARRANTIES OR CONTRACT TERMS OR AMENDMENTS ARISING OUT OF COURSE OF PERFORMANCE, BY COURSE OF DEALING, OR USAGE OTHERWISE, INCLUDING ANY AND ALL: (A) WARRANTIES OF TRADEMERCHANTABILITY; (B) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT NAUTO KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE); AND (C) WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE. WITHOUT LIMITING THE FOREGOING, CONVERCENT NAUTO DOES NOT REPRESENT OR WARRANT THAT OPERATION OF THE SERVICES WILL MEET BE UNINTERRUPTED, ERROR FREE, OR WITHOUT TRANSMISSION PROBLEMS. THIS DISCLAIMER AND EXCLUSION WILL APPLY EVEN IF THE EXPRESS WARRANTY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE. NAUTO DISCLAIMS ALL LIABILITY FROM ANY BUSINESS DECISIONS THAT MAY BE TAKEN OR NOT TAKEN AS A RESULT OF CUSTOMER’S REQUIREMENTS OR BE UNINTERRUPTED, SECURE, COMPLETE, ERROR-FREE, OR FREE USE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR THAT ALL DEFECTS WILL BE CORRECTEDTHE NAUTO SOLUTION.

Representations and Warranties Disclaimer. Each party represents and warrants to the other party that (a) it has and shall have full right and authority to enter into this Agreement constitutes its valid and to grant the rights provided hereunder, (b) this Agreement shall be binding obligation and is enforceable against it, and (c) the entry into and performance of this Agreement by it do not contravene other agreements, laws, or orders to which it is subjectin accordance with its terms. CONVERCENT MCGRAW HILL DOES NOT MAKEWARRANT THE COMPLETENESS, ADEQUACY, ACCURACY, OR USEFULNESS OF THE SOLUTION, THE MCGRAW HILL CONTENT OR ANY OTHER MATERIALS PROVIDED HEREUNDER (COLLECTIVELY, THE "MATERIALS"). THE MATERIALS ARE PROVIDED ON AN "AS IS" AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW"AS AVAILABLE" BASIS WITH ALL DEFECTS. MCGRAW HILL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, CONVERCENT EXPRESSLY DISCLAIMS, AND CUSTOMER HEREBY WAIVES, ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISEINCLUDING, REGARDING THE SERVICES OR CUSTOMER’S RESULTS FROM USING THE SERVICES, INCLUDING WITHOUT LIMITATION BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF PERFORMANCEMERCHANTABILITY, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY EXPRESS OR IMPLIED WARRANTIES OR CONTRACT TERMS OR AMENDMENTS ARISING OUT OF FROM A COURSE OF PERFORMANCE, COURSE OF DEALING, DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, CONVERCENT DOES NOT REPRESENT OR WARRANT MCGRAW HILL MAKES NO WARRANTY THAT (i) THE SERVICES MATERIALS WILL MEET ALL THE REQUIREMENTS OF CUSTOMER’S REQUIREMENTS OR SUBSCRIBER, (ii) THE MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, COMPLETE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MATERIALS WILL BE ACCURATE OR FREE OF VIRUSES, MALICIOUS CODERELIABLE, OR OTHER HARMFUL COMPONENTS, OR THAT ALL DEFECTS (iv) ANY ERRORS IN THE MATERIALS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR COMMUNICATIONS GIVEN BY MCGRAW HILL, ITS EMPLOYEES, OR AGENTS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTY OR CREATE ANY NEW OR ADDITIONAL WARRANTIES. To the extent that McGraw Hill may not as a matter of applicable law disclaim an implied warranty, the scope and duration of such warranty will be the minimum permitted under such law.

Representations and Warranties Disclaimer. Each party represents and warrants to the other party that (a) it has and shall have full right and authority to enter into this Agreement constitutes its valid and to grant the rights provided hereunder, (b) this Agreement shall be binding obligation and is enforceable against it, and (c) it in accordance with the entry into and performance terms of this Agreement by it do not contravene other agreementsAgreement. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 7, lawsD-CRUNCH DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, or orders to which it is subject. CONVERCENT DOES NOT MAKE, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CONVERCENT EXPRESSLY DISCLAIMS, AND CUSTOMER HEREBY WAIVES, ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, REGARDING THE SERVICES OR CUSTOMER’S RESULTS FROM USING THE SERVICESINCLUDING, INCLUDING WITHOUT LIMITATION LIMITATION, ANY WARRANTIES OF PERFORMANCEMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACYERROR-FREE OR UNINTERRUPTED OPERATION, MERCHANTABILITY AND ANY REPRESENTATIONS OR FITNESS FOR WARRANTIES ARISING FROM A PARTICULAR PURPOSE OR ANY EXPRESS OR IMPLIED WARRANTIES OR CONTRACT TERMS OR AMENDMENTS ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, CONVERCENT DOES D-CRUNCH MAKES NO WARRANTY THAT (I) THE SERVICES, INCLUDING THE D-CRUNCH TECHNOLOGY, THE REPORTS, OR ANY OTHER SERVICES OR DELIVERABLES PROVIDEDHEREUNDER(COLLECTIVELY,THE“MATERIALS”)WILLMEETTHEREQUIREMENTS OF USER OR OPERATE IN COMBINATION WITH ANY HARDWARE, SOFTWARE OR DATA NOT REPRESENT OR WARRANT THAT PROVIDED BY D-CRUNCH, (II) THE SERVICES WILL MEET ALL OF CUSTOMER’S REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, COMPLETE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MATERIALS WILL BE ACCURATE OR FREE OF VIRUSES, MALICIOUS CODERELIABLE, OR OTHER HARMFUL COMPONENTS, OR THAT ALL DEFECTS (IV) ANY ERRORS IN THE MATERIALS WILL BE CORRECTED. THE MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL DEFECTS. NO ORAL OR WRITTEN INFORMATION OR COMMUNICATIONS GIVEN BY D-CRUNCH, ITS EMPLOYEES, OR AGENTS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTY OR CREATE ANY NEW OR ADDITIONAL WARRANTIES. You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete. We may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy. We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons. We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.

Representations and Warranties Disclaimer. Each party represents and warrants to the other party that (a) it has and shall have full right and authority to enter into this Agreement constitutes its valid and to grant the rights provided hereunder, (b) this Agreement shall be binding obligation and is enforceable against it, and (c) it in accordance with the entry into and performance terms of this Agreement by it do not contravene other agreementsAgreement. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 7, lawsD-CRUNCH DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, or orders to which it is subject. CONVERCENT DOES NOT MAKE, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CONVERCENT EXPRESSLY DISCLAIMS, AND CUSTOMER HEREBY WAIVES, ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, REGARDING THE SERVICES OR CUSTOMER’S RESULTS FROM USING THE SERVICESINCLUDING, INCLUDING WITHOUT LIMITATION LIMITATION, ANY WARRANTIES OF PERFORMANCEMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACYERROR-FREE OR UNINTERRUPTED OPERATION, MERCHANTABILITY AND ANY REPRESENTATIONS OR FITNESS FOR WARRANTIES ARISING FROM A PARTICULAR PURPOSE OR ANY EXPRESS OR IMPLIED WARRANTIES OR CONTRACT TERMS OR AMENDMENTS ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, CONVERCENT DOES D-CRUNCH MAKES NO WARRANTY THAT (I) THE SERVICES, INCLUDING THE D-CRUNCH TECHNOLOGY, THE REPORTS, OR ANY OTHER SERVICES OR DELIVERABLES PROVIDED HEREUNDER (COLLECTIVELY, THE “MATERIALS”) WILL MEET THE REQUIREMENTS OF USER OR OPERATE IN COMBINATION WITH ANY HARDWARE, SOFTWARE OR DATA NOT REPRESENT OR WARRANT THAT PROVIDED BY D-CRUNCH, (II) THE SERVICES WILL MEET ALL OF CUSTOMER’S REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, COMPLETE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MATERIALS WILL BE ACCURATE OR FREE OF VIRUSES, MALICIOUS CODERELIABLE, OR OTHER HARMFUL COMPONENTS, OR THAT ALL DEFECTS (IV) ANY ERRORS IN THE MATERIALS WILL BE CORRECTED. THE MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL DEFECTS. NO ORAL OR WRITTEN INFORMATION OR COMMUNICATIONS GIVEN BY D-CRUNCH, ITS EMPLOYEES, OR AGENTS WILL INCREASE THE SCOPE OF THE ABOVE WARRANTY OR CREATE ANY NEW OR ADDITIONAL WARRANTIES. You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete. We may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy. We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons. We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.

Representations and Warranties Disclaimer. 7.1 Each party hereby represents and warrants to the other party that that: (a) it has and shall have full right power and authority to enter into this Agreement and to grant the rights provided perform its obligations hereunder, ; (b) this Agreement shall be enforceable against itit is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the entry into Term will not enter into, any agreement that would prevent it from complying with this Agreement; (d) it will comply with all applicable laws and regulations in its performance of this Agreement by it do Agreement; (e) the content, media and other materials used or provided as part of the Activities shall not contravene infringe or otherwise violate the intellectual property rights, rights of publicity or other agreementsproprietary rights of any third party. 7.2 EXCEPT AS SET FORTH HEREIN, laws, or orders to which it is subject. CONVERCENT DOES NOT MAKEEACH PARTY MAKES NO REPRESENTATIONS, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CONVERCENT HEREBY EXPRESSLY DISCLAIMS, AND CUSTOMER HEREBY WAIVES, DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR CONDITIONSWARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, REGARDING THE ITS SERVICES OR CUSTOMER’S RESULTS FROM USING THE SERVICESPRODUCTS OR ANY PORTION THEREOF, INCLUDING WITHOUT LIMITATION ANY WARRANTIES IMPLIED WARRANTY OF PERFORMANCE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY EXPRESS OR AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR CONTRACT TERMS OR AMENDMENTS ARISING OUT OF COURSE OF PERFORMANCE. SPECIFICALLY, LYFT MAKES NO WARRANTIES CONCERNING THE LYFT APP, LYFT PLATFORM, LYFT CREDITS, CODES, OR OTHERWISE (“LYFT MATERIALS”). LYFT PROVIDES THE LYFT MATERIALS “AS IS” AND WITHOUT WARRANTY. LYFT DOES NOT WARRANT THAT THE LYFT MATERIALS WILL MEET PARTNER’S REQUIREMENTS OR THAT THE OPERATION OF THE LYFT MATERIALS WILL BE UNINTERRUPTED OR ERROR FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, LYFT SPECIFICALLY DISCLAIMS ALL WARRANTIES IN RESPECT TO THE LYFT MATERIALS, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMACNE OR USAGE OF TRADE. WITHOUT LIMITING IN THE FOREGOINGEVENT THAT A CODE OR LYFT CREDIT IS NONFUNCTIONAL, CONVERCENT DOES NOT REPRESENT PARTNER’S SOLE REMEDY, AND LYFT’S SOLE LIABILITY, SHALL BE THE REPLACEMENT OF SUCH CODE OR WARRANT THAT THE SERVICES WILL MEET ALL OF CUSTOMER’S REQUIREMENTS OR BE UNINTERRUPTED, SECURE, COMPLETE, ERROR-FREE, OR FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR THAT ALL DEFECTS WILL BE CORRECTEDLYFT CREDIT.

Representations and Warranties Disclaimer. Each party Party hereby represents and warrants to the other party that it is: (a) it duly organized and validly existing under the Laws of its jurisdiction of formation and has and shall have the full right power and authority to enter into this Agreement and to grant assume the rights provided hereunder, obligations stated herein; and (b) not bound by any agreement (including, but not limited to, any confidentiality or non-competition agreement), obligation or restriction that would interfere with its obligations under this Agreement shall be enforceable against itAgreement, and (c) the entry into and that performance hereunder will not constitute a breach of this Agreement by it do not contravene other such agreements, lawsobligations, or orders restrictions. In addition, Licensee hereby represents and warrants it will conduct any XXX Activity in accordance with applicable Laws, this Agreement, and then-current draft of the Guidelines, to which it is subjectthe extent applicable. CONVERCENT DOES NOT MAKEEXCEPT AS PROVIDED OTHERWISE IN THIS AGREEMENT, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAWNEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER (WHETHER EXPRESS, CONVERCENT EXPRESSLY DISCLAIMS, AND CUSTOMER HEREBY WAIVES, ALL REPRESENTATIONS, WARRANTIES IMPLIED OR CONDITIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, REGARDING THE SERVICES OR CUSTOMER’S RESULTS FROM USING THE SERVICESSTATUTORY), INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF PERFORMANCETITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY OR FITNESS FOR THAT OTHERWISE ARISE FROM A PARTICULAR PURPOSE OR ANY EXPRESS OR IMPLIED WARRANTIES OR CONTRACT TERMS OR AMENDMENTS ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, PERFORMANCE OR DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, CONVERCENT DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL MEET ALL OF CUSTOMERWHICH ARE HEREBY DISCLAIMED. LICENSEE ASSUMES ALL RISK FOR ALL DAMAGES THAT MAY RESULT FROM CONDUCTING A XXX ACTIVITY OR LICENSEE’S REQUIREMENTS OR BE UNINTERRUPTED, SECURE, COMPLETE, ERROR-FREE, OR FREE DEALINGS WITH PARTICIPANTS. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF VIRUSES, MALICIOUS CODE, OR WARRANTIES AND LICENSEE MAY HAVE OTHER HARMFUL COMPONENTS, OR RIGHTS THAT ALL DEFECTS WILL BE CORRECTEDVARY FROM JURISDICTION TO JURISDICTION.

Representations and Warranties Disclaimer. a. Each party represents and warrants to the other party that that: (ai) it has and shall have the full right right, power, and authority to enter into this Agreement Agreement, to discharge its obligations hereunder, and to grant the rights provided licenses granted hereunder; and (ii) it shall comply with all applicable national, (b) this Agreement shall be enforceable against itfederal, state, and (c) local laws, rules, and regulations and its own privacy policy and terms of use in the entry into and performance of its obligations under this Agreement by it do not contravene other agreementsAgreement, lawsincluding, without limitation, laws relating to advertising, the Internet, privacy, and unfair business practices. Merchant further represents and warrants to WatchFacts that: (i) Merchant owner of (or otherwise has sufficient rights to) all Merchant Content and Products; and (ii) no Merchant Content, Merchant Marks, or orders to which it is subject. CONVERCENT DOES NOT MAKEProducts infringe the intellectual property or otherwise violate the rights of any third party. b. THE SALES CHANNELS, THEIR COMPONENTS, AND ANY OTHER MATERIALS PROVIDED BY WATCHFACTS HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND WATCHFACTS MAKES NO WARRANTIES WITH RESPECT TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAWSAME AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, CONVERCENT EXPRESSLY DISCLAIMS, AND CUSTOMER HEREBY WAIVES, ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, BY OPERATION OR STATUTORY WARRANTIES. TO THE EXTENT THAT WATCHFACTS MAY NOT AS A OF APPLICABLE LAW OR OTHERWISEDISCLAIM ANY IMPLIED WARRANTY, REGARDING THE SERVICES OR CUSTOMER’S RESULTS FROM USING SCOPE AND DURATION OF MATTER SUCH WARRANTY WILL BE THE SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF PERFORMANCE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY EXPRESS OR IMPLIED WARRANTIES OR CONTRACT TERMS OR AMENDMENTS ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADEMINIMUM PERMITTED UNDER SUCH LAW. WITHOUT LIMITING THE FOREGOING, CONVERCENT DOES NOT REPRESENT WATCHFACTS MAKES NO REPRESENTATIONS OR WARRANT WARRANTIES WITH REGARD TO THE POTENTIAL MARKET FOR THE PRODUCTS OR THE AMOUNT OF NET REVENUE THAT THE SERVICES WILL MEET ALL OF CUSTOMER’S REQUIREMENTS OR MAY BE UNINTERRUPTED, SECURE, COMPLETE, ERROR-FREE, OR FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR THAT ALL DEFECTS WILL BE CORRECTEDGENERATED HEREUNDER.