Common use of Representations Warranties Exclusive Remedies and Disclaimers Clause in Contracts

Representations Warranties Exclusive Remedies and Disclaimers. 9.1 Each party represents that: 9.1.1 it has validly entered into this Agreement (including any Order Forms) and has the legal power to do so; and 9.1.2 that the person entering into this Agreement (and any Order Forms) on its behalf has the power to bind that party and its Affiliates (as the case may be). 9.2 We warrant that (a) we will not materially decrease the overall security of the Sage Services during a subscription term, (b) the Sage Services will perform materially in accordance with the applicable Collateral, (c) we will not materially decrease the functionality of the Sage Services during a subscription term, and (d) the Sage Services and Content will not introduce Malicious Code into your systems. For any breach of an above warranty, your exclusive remedies are those described in sections 12.3 and 12.5. 9.3 EXCEPT AS EXPRESSLY PROVIDED ELSEWHERE WITHIN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 9.4 CONTENT IS PROVIDED “AS IS,” AND NO REPRESENTATIONS, CONDITIONS OR WARRANTIES ARE GIVEN IN RESPECT OF CONTENT.

Representations Warranties Exclusive Remedies and Disclaimers. 9.1 15.1. Each party represents that: 9.1.1 that it has validly entered into this Agreement (including any Order Forms) and has the legal power to do so; and 9.1.2 that the person entering into this Agreement (and any Order Forms) on its behalf has the power to bind that party and its Affiliates (as the case may be). 9.2 We warrant 15.2. SureCloud warrants that (a) we this Agreement, the Sales Order and the Documentation describe, in all material respects, the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Content, (b) SureCloud will not materially decrease the overall security of the Sage Cloud Services during a subscription termthe Initial Term, (bc) the Sage Cloud Services will perform materially in accordance with the applicable Collateral, Documentation, (cd) we SureCloud will not materially decrease the functionality of the Sage Cloud Services during a subscription termthe Initial Term, and (de) SureCloud will use commercially reasonable endeavours to ensure the Sage Cloud Services and Content will not introduce Malicious Code into your systemsCustomer Systems. For any breach of an above warrantyany of these warranties, your Customer’s exclusive remedies remedies, subject to Section 10.1, are those described in sections 12.3 Sections 9.2 and 12.59.3. 9.3 15.3. EXCEPT AS EXPRESSLY PROVIDED ELSEWHERE WITHIN IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY ALL WARRANTIES, CONDITIONS AND TERMS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES(INCLUDING WITHOUT LIMITATION AS TO MERCHANTABILITY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITYSATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT), ARE HEREBY EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SUBJECT TO SECTION 10.1, SURECLOUD DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR AND IN RELATON TO ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS. 9.4 CONTENT IS PROVIDED “AS IS,” AND NO REPRESENTATIONS, CONDITIONS OR WARRANTIES ARE GIVEN IN RESPECT OF CONTENT.

Representations Warranties Exclusive Remedies and Disclaimers. 9.1 15.1. Each party represents that: 9.1.1 that it has validly entered the authority to enter into this Agreement (including any Order Forms) and has Agreement, grant the legal power to do so; and 9.1.2 that the person entering into rights granted by it under this Agreement (and any Order Forms) on its behalf has perform the power to bind that party and its Affiliates (as the case may be)obligations under this Agreement. 9.2 We warrant 15.2. Cyber Security Associates warrants that (a) we this Agreement, the Sales Order and the Documentation describe, in all material respects, the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Content, (b) Cyber Security Associates will not materially decrease the overall security of the Sage Software Services during a subscription termthe Initial Term, (bc) the Sage Software Services will perform materially in accordance with the applicable Collateral, Documentation, (cd) we Cyber Security Associates will not materially decrease the functionality of the Sage Software Services during a subscription termthe Initial Term, and (de) Cyber Security Associates will use commercially reasonable endeavours to ensure the Sage Software Services and Content will not introduce Malicious Code into your systemsCustomer Systems. For any breach of an above warrantyany of these warranties and unless the breach of warranty constitutes a material breach of this Agreement, your Customer’s exclusive remedies and sole remedies, subject to Section 11.1, are those described in sections 12.3 Sections 10.2 and 12.510.3. 9.3 15.3. EXCEPT AS EXPRESSLY PROVIDED ELSEWHERE WITHIN IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY ALL WARRANTIES, CONDITIONS AND TERMS OF ANY KINDKIND BY CYBER SECURITY ASSOCIATES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES(INCLUDING WITHOUT LIMITATION AS TO MERCHANTABILITY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITYSATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- NON-INFRINGEMENT), ARE HEREBY EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SUBJECT TO SECTION 11.1, CYBER SECURITY ASSOCIATES DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR AND IN RELATON TO ANY HARM OR DAMAGES CAUSED BY ANY THIRD PARTY HOSTING PROVIDERS. 9.4 CONTENT IS PROVIDED “AS IS,” AND NO REPRESENTATIONS15.4. In the event of any loss or damage to Customer Content, CONDITIONS OR WARRANTIES ARE GIVEN IN RESPECT OF CONTENTCustomer's sole and exclusive remedy shall be for Cyber Security Associates to use reasonable endeavours to restore the lost or damaged Customer Content.

Representations Warranties Exclusive Remedies and Disclaimers. 9.1 Each party represents that: 9.1.1 it has validly entered into this Agreement (including any Order Forms) and has the legal power to do so; and 9.1.2 that the person entering into this Agreement (and any Order Forms) on its behalf has the power to bind that party and its Affiliates (as the case may be). 9.2 We warrant that (a) we will not materially decrease the overall security of the Sage Services during a subscription term, (b) the Sage Services will perform materially in accordance with the applicable Collateral, , (c) we will not materially decrease the functionality of the Sage Services during a subscription term, and (d) the Sage Services and Content will not introduce Malicious Code into your systems. For any breach of an above warranty, your exclusive remedies are those described in sections 12.3 and 12.5. 9.3 EXCEPT AS EXPRESSLY PROVIDED ELSEWHERE WITHIN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 9.4 CONTENT IS PROVIDED “AS IS,” AND NO REPRESENTATIONS, CONDITIONS OR WARRANTIES ARE GIVEN IN RESPECT OF CONTENT.