Common use of Representations Warranties and Disclaimers Clause in Contracts

Representations Warranties and Disclaimers. 7.1 Each Party represents and warrants to the other the other Party that (i) it is duly organized, validly existing and in good standing under the laws of their respective state of incorporation, organization or formation, (ii) it has full corporate or entity power and authority to execute, deliver and perform this Agreement, (iii) this Agreement is enforceable against it in accordance with its terms, and (iv) this Agreement does not conflict with, violate or constitute a breach or default under any other agreement of a material nature or amount to which it is a party or to which it or its assets are subject. 7.2 Except as expressly set forth in this Agreement, THE CONFIDENTIAL INFORMATION, SAMPLES, MATERIALS, WORK PRODUCT AND TECHNOLOGY MADE AVAILABLE BY EACH PARTY TO THE OTHER PARTY HEREUNDER ARE BEING SUPPLIED “AS IS’, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, SAFETY, OR FITNESS FOR A PARTICULAR PURPOSE. THE SAMPLES HAVE NOT BEEN ANALYZED OR TESTED BY INSTITUTION AND MAY, THEREFORE, CONTAIN VIRUSES, BACTERIA OR OTHER POTENTIALLY DANGEROUS COMPONENTS. BIOCEPT ACKNOWLEDGES AND ACCEPTS THE RISKS OF SUCH VIRUSES, BACTERIA OR OTHER POTENTIALLY DANGEROUS COMPONENTS.

Representations Warranties and Disclaimers. 7.1 Each Party represents and warrants to the other the other Party that (i) it is duly organized, validly existing and in good standing under the laws of their respective state of incorporation, organization or formation, (ii) it has full corporate or entity validly entered into this Agreement and has the legal power and authority to execute, deliver and perform this Agreement, do so. 7.2 We warrant that during an applicable Subscription Term (iiia) this Agreement is enforceable against it and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Service Data; and (b) the Services will perform materially in accordance with its terms, and (iv) this Agreement does not conflict with, violate or constitute a the applicable Documentation. For any breach or default under any other agreement of a material nature or amount to which it is a party or to which it or its assets warranty above, Your exclusive remedies are subjectthose described in Section 6.5 herein. 7.2 Except as expressly set forth in this Agreement7.3 EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 6.2, THE CONFIDENTIAL INFORMATIONSITES AND THE SERVICES, SAMPLES, MATERIALS, WORK PRODUCT INCLUDING ALL SERVER AND TECHNOLOGY MADE AVAILABLE BY EACH PARTY TO THE OTHER PARTY HEREUNDER NETWORK COMPONENTS ARE BEING SUPPLIED PROVIDED ON AN “AS IS’” AND “AS AVAILABLE” BASIS, NEITHER PARTY MAKES WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KINDKIND TO THE FULLEST EXTENT PERMITTED BY LAW, EITHER AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, ANY IMPLIED WARRANTY WARRANTIES OF MERCHANTABILITY, TITLE, MERCHANTABILITY, NON-INFRINGEMENT, SAFETY, OR FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SAMPLES HAVE NOT BEEN ANALYZED SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR TESTED BY INSTITUTION AND MAY, THEREFORE, CONTAIN VIRUSES, BACTERIA FREE FROM VIRUSES OR OTHER POTENTIALLY DANGEROUS COMPONENTS. BIOCEPT ACKNOWLEDGES MALICIOUS SOFTWARE, AND ACCEPTS NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE RISKS OF SUCH VIRUSES, BACTERIA OR OTHER POTENTIALLY DANGEROUS COMPONENTSSERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

Representations Warranties and Disclaimers. 7.1 6.1 Each Party represents and warrants to the other the other Party that (i) it is duly organized, validly existing and in good standing under the laws of their respective state of incorporation, organization or formation, (ii) it has full corporate or entity validly entered into this Agreement and has the legal power and authority to execute, deliver and perform this Agreement, do so. 6.2 We warrant that during the applicable Term (iiia) this Agreement is enforceable against it and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Service Data; and (b) the Services will perform materially in accordance with its terms, and (iv) this Agreement does not conflict with, violate or constitute a the applicable Documentation. For any breach or default under any other agreement of a material nature or amount to which it is a party or to which it or its assets warranty above, Your exclusive remedies are subjectthose described in Section 8.5 herein. 7.2 Except as expressly set forth in this Agreement6.3 EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 9.2, THE CONFIDENTIAL INFORMATIONSITES AND THE SERVICES, SAMPLES, MATERIALS, WORK PRODUCT INCLUDING ALL SERVER AND TECHNOLOGY MADE AVAILABLE BY EACH PARTY TO THE OTHER PARTY HEREUNDER NETWORK COMPONENTS ARE BEING SUPPLIED PROVIDED ON AN “AS IS’” AND “AS AVAILABLE” BASIS, NEITHER PARTY MAKES WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KINDKIND TO THE FULLEST EXTENT PERMITTED BY LAW, EITHER AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, ANY IMPLIED WARRANTY WARRANTIES OF MERCHANTABILITY, TITLE, MERCHANTABILITY, NON-INFRINGEMENT, SAFETY, OR FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SAMPLES HAVE NOT BEEN ANALYZED SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR TESTED BY INSTITUTION AND MAY, THEREFORE, CONTAIN VIRUSES, BACTERIA FREE FROM VIRUSES OR OTHER POTENTIALLY DANGEROUS COMPONENTSMALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. BIOCEPT ACKNOWLEDGES 7. LIMITATION OF LIABILITY 7.1 UNDER NO CIRCUMSTANCES AND ACCEPTS UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE RISKS OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR CONSULTING SERVICES, REGARDLESS OF WHETHER SUCH VIRUSESPARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. 7.2 Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, BACTERIA OR OTHER POTENTIALLY DANGEROUS COMPONENTSwhich means that some of the above limitations may not apply to You. IN THESE JURISDICTIONS, THE IVCARDO GROUP’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. 7.3 Any claims or damages that You may have against iVcardo shall only be enforceable against iVcardo and not any other entity or its officers, directors, representatives or agents.