Common use of Warranties and Disclaimers Clause in Contracts

Warranties and Disclaimers. (a) IISL represents and warrants that it has the absolute, clear, marketable and unencumbered right and authority to grant the rights and license granted to Licensee herein subject to the terms and conditions of this Agreement. (b) Licensee warrants that it shall not permit:- i. any affiliated Party including the Licensee itself or ii. any other third Party to design any product(s) based upon the Product(s) mentioned in Schedule II of this Agreement, Indices or IISL Marks and in the event any such Party as aforesaid designs or has designed such product(s) for offering it to the investors to the knowledge of the Licensee, the Licensee shall use its best efforts to intimate the same to IISL as soon as reasonably practicable and shall co-operate with IISL by way of providing relevant information in the purposes of restraining such third Party from the usage of such product(s). Notwithstanding anything herein contained, if any such affiliated Parties including the Licensee design any product(s) based upon the Product(s) mentioned in Schedule II of this Agreement and such products are using the Indices or the IISL Marks, then the Licensee warrants that it shall be responsible to take necessary steps for and on the behalf of such affiliates to obtain IISL’s authorization immediately by the way of a License for the Indices described in Schedule I by executing a Licensing Agreement with IISL and by paying the Licensing Fees as may be applicable at the time of its execution provided however that, any of the aforesaid warranties given by the Licensee in this Clause 8 (b) shall not preclude IISL from taking an appropriate legal action against the Licensee / affiliated Parties of the Licensee for designing any product(s) based upon the Indices or IISL Marks without an appropriate license from IISL. (c) Licensee agrees expressly to bind itself by and furthermore to include all of the following disclaimers clauses set forth below in any Informational Materials pertaining to and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule II, including, without limitation and as applicable, any prospectus, registrations statement, advertisement, brochure, marketing document or other promotional material (collectively the “Informational Materials”) and furnish a copy thereof to IISL: (i) “The Product(s) are not sponsored, endorsed, sold or promoted by India Index Services & Products Limited ("IISL"). IISL does not make any representation or warranty, express or implied, to the owners of the Product(s) or any member of the public regarding the advisability of investing in securities generally or in the Product(s) particularly or the ability of the CNX Midcap Index to track general stock market performance in India. The relationship of IISL to the Licensee is only in respect of the licensing of certain trademarks and trade names of its Index which is determined, composed and calculated by IISL without regard to the Licensee or the Product(s). IISL does not have any obligation to take the needs of the Licensee or the owners of the Product(s) into consideration in determining, composing or calculating the CNX Midcap Index. IISL is not responsible for or has participated in the determination of the timing of, prices at, or quantities of the Product(s) to be issued or in the determination or calculation of the equation by which the Product(s) is to be converted into cash. IISL has no obligation or liability in connection with the administration, marketing or trading of the Product(s)”. (ii) IISL do not guarantee the accuracy and/or the completeness of the CNX Midcap Index or any data included therein and they shall have no liability for any errors, omissions, or interruptions therein. IISL does not make any warranty, express or implied, as to results to be obtained by the Licensee, owners of the product(s), or any other person or entity from the use of the CNX Midcap Index or any data included therein. IISL makes no express or implied warranties, and expressly disclaim all warranties of merchantability or fitness for a particular purpose or use with respect to the Index or any data included therein. Without limiting any of the foregoing, IISL expressly disclaim any and all liability for any damages or losses arising out of or related to the Products, including any and all direct, special, punitive, indirect, or consequential damages (including lost profits), even if notified of the possibility of such damages”. Wherever the informational material referred to in above clause is in a language other than English, the disclaimer included in such informational material shall be true and complete translation of the disclaimers in English mentioned above. (d) The Licensee undertakes to include the statement mentioned below in any informational materials pertaining to and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule II:- “an investor, by subscribing or purchasing an interest in the Product(s), will be regarded as having acknowledged, understood and accepted the disclaimer referred to in Clauses above and will be bound by it. “ (e) Each Party represents and warrants to the other that it has the authority and necessary consents, approvals and licenses to enter into and performthis Agreement according to its terms and that its performance does not violate its constitutional documents or any laws, regulations or agreements applicable to it. (f) Licensee represents and warrants to IISL that the Product(s) shall at all times comply with the description in Schedule II. (g) Licensee represents and warrants to IISL that it has obtained all necessary approvals, consents and authorizations regarding the Product(s) and that it shall not violate any applicable law, including but not limited to banking, commodities and securities laws. (h) IISL represents and warrants to the Licensee that it has obtained all necessary approvals, consents, registrations and authorizations regarding the Indices and IISL Marks and that it shall not violate any applicable law, including but not limited to banking, commodities and securities laws. (i) Neither Party shall have any liability for lost profits or indirect, punitive, special or consequential damages arising out of this Agreement, even if notified of the possibility of such damages. Without diminishing the disclaimers and limitations set forth in sub-clauses (c) to (h) of Clause 8, in no event shall the cumulative liability of IISL to Licensee exceed the average License Fees actually paid to IISL hereunder (j) The provisions of this Clause 8 shall survive any termination of this Agreement.

Appears in 2 contracts

Samples: License Agreement (DMS Funds), License Agreement (DMS Funds)

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Warranties and Disclaimers. (a) IISL represents and warrants that it has the absolute, clear, marketable and unencumbered right and authority to grant the rights and license granted to Licensee herein subject to the terms and conditions of this Agreement. (b) Licensee warrants that it shall not permit:- i. any affiliated Party including the Licensee itself or ii. any other third Party to design any product(s) based upon the Product(s) mentioned in Schedule II of this Agreement, Indices or IISL Marks and in the event any such Party as aforesaid designs or has designed such product(s) for offering it to the investors to the knowledge of the Licensee, the Licensee shall use its best efforts to intimate the same to IISL as soon as reasonably practicable and shall co-operate with IISL by way of providing relevant information in the purposes of restraining such third Party from the usage of such product(s). Notwithstanding anything herein contained, if any such affiliated Parties including the Licensee design any product(s) based upon the Product(s) mentioned in Schedule II of this Agreement and such products are using the Indices or the IISL Marks, then the Licensee warrants that it shall be responsible to take necessary steps for and on the behalf of such affiliates to obtain IISL’s authorization immediately by the way of a License for the Indices described in Schedule I by executing a Licensing Agreement with IISL and by paying the Licensing Fees as may be applicable at the time of its execution provided however that, any of the aforesaid warranties given by the Licensee in this Clause 8 (b) shall not preclude IISL from taking an appropriate legal action against the Licensee / affiliated Parties of the Licensee for designing any product(s) based upon the Indices or IISL Marks without an appropriate license from IISL. (c) Licensee agrees expressly to bind itself by and furthermore to include all of the following disclaimers clauses set forth below in any Informational Materials pertaining to and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule II, including, without limitation and as applicable, any prospectus, registrations statement, advertisement, brochure, marketing document or other promotional material (collectively the “Informational Materials”) and furnish a copy thereof to IISL: (i) “The Product(s) are not sponsored, endorsed, sold or promoted by India Index Services & Products Limited ("IISL"). IISL does not make any representation or warranty, express or implied, to the owners of the Product(s) or any member of the public regarding the advisability of investing in securities generally or in the Product(s) particularly or the ability of the CNX Midcap Index to track general stock market performance in India. The relationship of IISL to the Licensee is only in respect of the licensing of certain trademarks and trade names of its Index which is determined, composed and calculated by IISL without regard to the Licensee or the Product(s). IISL does not have any obligation to take the needs of the Licensee or the owners of the Product(s) into consideration in determining, composing or calculating the CNX Midcap Index. IISL is not responsible for or has participated in the determination of the timing of, prices at, or quantities of the Product(s) to be issued or in the determination or calculation of the equation by which the Product(s) is to be converted into cash. IISL has no obligation or liability in connection with the administration, marketing or trading of the Product(s)”. (ii) IISL do not guarantee the accuracy and/or the completeness of the CNX Midcap Index or any data included therein and they shall have no liability for any errors, omissions, or interruptions therein. IISL does not make any warranty, express or implied, as to results to be obtained by the Licensee, owners of the product(s), or any other person or entity from the use of the CNX Midcap Index or any data included therein. IISL makes no express or implied warranties, and expressly disclaim all warranties of merchantability or fitness for a particular purpose or use with respect to the Index or any data included therein. Without limiting any of the foregoing, IISL expressly disclaim any and all liability for any damages or losses arising out of or related to the Products, including any and all direct, special, punitive, indirect, or consequential damages (including lost profits), even if notified of the possibility of such damages”. Wherever the informational material referred to in above clause is in a language other than English, the disclaimer included in such informational material shall be true and complete translation of the disclaimers in English mentioned above. (d) The Licensee undertakes to include the statement mentioned below in any informational materials pertaining to and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule II:- “an investor, by subscribing or purchasing an interest in the Product(s), will be regarded as having acknowledged, understood and accepted the disclaimer referred to in Clauses above and will be bound by it. “ (e) 10.1 Each Party represents and warrants to the other that Party that: (a) it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization or chartering; (b) it has the right, power and authority to enter this Agreement and necessary consents, approvals to grant the rights and licenses granted hereunder and to enter into and performthis Agreement according to perform all of its terms and that its performance does not violate its constitutional documents or any laws, regulations or agreements applicable to it. (f) Licensee represents and warrants to IISL that the Product(s) shall at all times comply with the description in Schedule II. (g) Licensee represents and warrants to IISL that it has obtained all necessary approvals, consents and authorizations regarding the Product(s) and that it shall not violate any applicable law, including but not limited to banking, commodities and securities laws. (h) IISL represents and warrants to the Licensee that it has obtained all necessary approvals, consents, registrations and authorizations regarding the Indices and IISL Marks and that it shall not violate any applicable law, including but not limited to banking, commodities and securities laws. (i) Neither Party shall have any liability for lost profits or indirect, punitive, special or consequential damages arising out of this Agreement, even if notified of the possibility of such damages. Without diminishing the disclaimers and limitations set forth in sub-clauses obligations hereunder; (c) the execution of any applicable documentation by its representative whose signature is set forth therein has been duly authorized by all necessary corporate or organizational action of the Party; and (d) it will abide by all applicable federal, state and local laws and regulations with respect to the Service. 10.2 Absorb warrants that (ha) the Service will operate in substantial conformity with applicable Documentation and (b) the Service will be provided in a professional and workmanlike manner. This warranty will not apply if any error or non- conformance was caused by misuse of Clause 8the Service or modifications to the Service by Client or any third-party, or third-party hardware, software, or services used in no event shall connection with the cumulative liability Service. 10.3 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT THE SERVICE IS DISTRIBUTED "AS IS" WITHOUT ANY WARRANTIES, WHETHER WRITTEN, ORAL, STATUTORY, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ABSORB SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. This waiver of IISL warranty affects Client specific legal rights, but is without prejudice to Licensee exceed any rights to which Client are entitled (to the average License Fees actually paid extent that they cannot be waived) under applicable law. For example, Client may have rights which may vary depending upon where Client is located. Some jurisdictions do not allow limitations on implied warranties, so the limitations above may not apply to IISL hereunder (j) The provisions of this Clause 8 shall survive any termination of this AgreementClient.

Appears in 2 contracts

Samples: Service Agreement, Service Agreement

Warranties and Disclaimers. (a) IISL represents and 7.1 Each Party warrants that it is fully authorized to enter into this Agreement, that the execution and delivery of this Agreement has been duly authorized, and that its performancehereunder does not breach any other agreement or covenant to which it is a party or is bound. Neither Party shall make any warranty on the absoluteother Party’s behalf to any third party. 7.2 FocusVision warrants that for all Proprietary Software, clearduring the Term, marketable the Services will be performed in accordance with standard industry practice, in material compliance with the Documentation, and unencumbered right in accordance with any service levels provided in product-specific terms. Client’s sole and authority exclusive remedy for breach of any of the foregoing warranties will be for FocusVision to grant use reasonable efforts to repair such nonconformities within a reasonable time after Client provides notice to FocusVision of such breach and, if the rights and license granted breach relates to Licensee a software error, after FocusVision receives sufficient information to replicate the error. If this exclusive remedy is unenforceable for any reason, then the limitation of liability provisions set forth herein will apply to any resulting liability. 7.3 FocusVision does not warrant that the Services or the Deliverables will meet Client’s requirements or that the Services provided under this Agreement will be error free or operate without interruption. Any liability that FocusVision may have under this Agreement will be subject to the terms and conditions limitation of this Agreementliability provisions set forth herein. (b) Licensee warrants that it shall not permit:-7.4 EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN THE AGREEMENT, ALL CONDITIONS, WARRANTIES, TERMS AND UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, ARE HEREBY EXCLUDED TO THE EXTENT PERMITTED BY LAW, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. IN PARTICULAR, ANY AND ALL WARRANTIES ARISING IN LAW OR FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USE OF TRADE ARE EXPRESSLY EXCLUDED. THIS IS A LIMITED WARRANTY AND IS THE ONLY WARRANTY MADE BY FOCUSVISION. CLIENT HEREBY DISCLAIMS ANY RELIANCE ON ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. i. 7.5 FocusVision may suspend or discontinue the performance of any affiliated Party including the Licensee itself or ii. any other third Party to design any product(s) based Services upon the Product(s) mentioned written notice if, in Schedule II of this Agreement, Indices or IISL Marks and in the event any such Party as aforesaid designs or has designed such product(s) for offering it to the investors to the knowledge of the Licenseeits reasonable judgment, the Licensee shall use its best efforts to intimate the same to IISL as soon as reasonably practicable and shall co-operate with IISL by way of providing relevant information in the purposes of restraining such third Party from the usage performance of such product(s). Notwithstanding anything herein contained, if any such affiliated Parties including the Licensee design any product(s) based upon the Product(s) mentioned in Schedule II of this Agreement and such products are using the Indices or the IISL Marks, then the Licensee warrants that it shall be responsible to take necessary steps for and on the behalf of such affiliates to obtain IISL’s authorization immediately by the way of a License for the Indices described in Schedule I by executing a Licensing Agreement with IISL and by paying the Licensing Fees as may be applicable at the time of its execution provided however that, any of the aforesaid warranties given by the Licensee in this Clause 8 (b) shall not preclude IISL from taking an appropriate legal action against the Licensee / affiliated Parties of the Licensee for designing any product(s) based upon the Indices or IISL Marks without an appropriate license from IISL. (c) Licensee agrees expressly to bind itself by and furthermore to include all of the following disclaimers clauses set forth below in any Informational Materials pertaining to and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule II, including, without limitation and as applicable, any prospectus, registrations statement, advertisement, brochure, marketing document or other promotional material (collectively the “Informational Materials”) and furnish a copy thereof to IISL: (i) “The Product(s) are not sponsored, endorsed, sold or promoted by India Index Services & Products Limited ("IISL"). IISL does not make any representation or warranty, express or implied, to the owners of the Product(s) or any member of the public regarding the advisability of investing in securities generally or in the Product(s) particularly or the ability of the CNX Midcap Index to track general stock market performance in India. The relationship of IISL to the Licensee is only in respect of the licensing of certain trademarks and trade names of its Index which is determined, composed and calculated by IISL without regard to the Licensee or the Product(s). IISL does not have any obligation to take the needs of the Licensee or the owners of the Product(s) into consideration in determining, composing or calculating the CNX Midcap Index. IISL is not responsible for or has participated in the determination of the timing of, prices at, or quantities of the Product(s) to be issued or in the determination or calculation of the equation by which the Product(s) is to be converted into cash. IISL has no obligation or liability in connection with the administration, marketing or trading of the Product(s)”. (ii) IISL do not guarantee the accuracy and/or the completeness of the CNX Midcap Index or any data included therein and they shall have no liability for any errors, omissions, or interruptions therein. IISL does not make any warranty, express or implied, as to results to be obtained by the Licensee, owners of the product(s), or any other person or entity from the use of the CNX Midcap Index or any data included therein. IISL makes no express or implied warranties, and expressly disclaim all warranties of merchantability or fitness for a particular purpose or use with respect to the Index or any data included therein. Without limiting any of the foregoing, IISL expressly disclaim any and all liability for any damages or losses arising out of or related to the Products, including any and all direct, special, punitive, indirect, or consequential damages (including lost profits), even if notified of the possibility of such damages”. Wherever the informational material referred to in above clause is in a language other than English, the disclaimer included in such informational material shall be true and complete translation of the disclaimers in English mentioned above. (d) The Licensee undertakes to include the statement mentioned below in any informational materials pertaining to and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule II:- “an investor, by subscribing or purchasing an interest in the Product(s), will be regarded as having acknowledged, understood and accepted the disclaimer referred to in Clauses above and will be bound by it. “ (e) Each Party represents and warrants to the other that it has the authority and necessary consents, approvals and licenses to enter into and performthis Agreement according to its terms and that its performance does not violate its constitutional documents or any laws, regulations or agreements applicable to it. (f) Licensee represents and warrants to IISL that the Product(s) shall at all times comply with the description in Schedule II. (g) Licensee represents and warrants to IISL that it has obtained all necessary approvals, consents and authorizations regarding the Product(s) and that it shall not would violate any applicable law, including but not limited to banking, commodities and securities laws. (h) IISL represents and warrants to the Licensee that it has obtained all necessary approvals, consents, registrations and authorizations regarding the Indices and IISL Marks and that it rule or regulation. Such action shall not violate any applicable law, including but not limited constitute a default under this Agreement and the Parties will use commercially reasonable efforts to banking, commodities and securities lawsimplement an alternative method to providing the affected Services. (i) Neither Party shall have any liability for lost profits or indirect, punitive, special or consequential damages arising out of this Agreement, even if notified of the possibility of such damages. Without diminishing the disclaimers and limitations set forth in sub-clauses (c) to (h) of Clause 8, in no event shall the cumulative liability of IISL to Licensee exceed the average License Fees actually paid to IISL hereunder (j) The provisions of this Clause 8 shall survive any termination of this Agreement.

Appears in 2 contracts

Samples: Master Services Agreement, Master Services Agreement

Warranties and Disclaimers. (a) IISL 7.1 Customer represents and warrants to BTPL that (i) it shall use the services pursuant to this Agreement only for purposes permitted under the law, (ii) it has full power, authority (corporate and otherwise) and legal right to execute and to abide by, and comply with, this Agreement and other documents in connection herewith (if any), and (iii) has taken or obtained all necessary corporate or other action/approvals to authorize the absolute, clear, marketable execution and unencumbered right and authority to grant the rights and license granted to Licensee herein subject to the terms and conditions delivery of this Agreement. (b) Licensee warrants 7.2 It is hereby expressly agreed and understood by and between the Parties that it all products agreed to be delivered by BTPL or its logistics partners are on “SAID TO CONTAIN BASIS” i.e. BTPL or its logistics partners shall be under no obligation and are not permit:- i. any affiliated Party including expected to verify the Licensee itself or ii. any other third Party description and contents of the products declared by the Customer on the docket and as such, the Customer shall undertake and ensure to design any product(s) based upon make proper, true, fair, correct and factual declaration on the Product(s) mentioned docket regarding description and value of products meant for delivery in Schedule II terms of this Agreement. Further, Indices BTPL shall not be responsible in any way whatsoever for the merchantability of the said products. 7.3 Customer understands, agrees and acknowledges that BTPL is a mere bailee of the goods/products and cash and is not an insurer of the same. Customer hereby expressly and specifically waives all its rights and claims against BTPL and its logistics partners arising out of or IISL Marks and in the event any such Party as aforesaid designs or has designed such product(s) for offering it relation to the investors principles of insurance except in cases of Shipment Loss as elaborated in Section 8 and clauses thereunder. However, BTPL will help the Customer in getting the certificate of facts from its logistics partners. 7.4 BTPL shall not be liable in any manner in case Cash-on-Delivery (COD) is not received (for any reason attributed to the knowledge of the Licensee, the Licensee shall use its best efforts to intimate the same to IISL as soon as reasonably practicable and shall co-operate with IISL by way of providing relevant information in the purposes of restraining such third Party customer) from the usage of such product(s). Notwithstanding anything herein contained, if any such affiliated Parties including end customer to whom products/goods are delivered after the Licensee design any product(s) based upon the Product(s) mentioned in Schedule II of this Agreement and such products are using the Indices or the IISL Marks, then the Licensee warrants that it shall be responsible to take necessary steps for and on the behalf of such affiliates to obtain IISL’s authorization immediately by the way of receiver/end customer has made a License for the Indices described in Schedule I by executing a Licensing Agreement with IISL and by paying the Licensing Fees as may be applicable payment at the time of its execution provided however that, any delivery pursuant to this Agreement. Such incidents/cases shall be the sole responsibility of the aforesaid warranties given by Customer and the Licensee in this Clause 8 (b) shall not preclude IISL from taking an appropriate legal action against the Licensee / affiliated Parties of the Licensee for designing any product(s) based upon the Indices or IISL Marks without an appropriate license from IISL. (c) Licensee agrees expressly to bind itself by and furthermore to include all of the following disclaimers clauses set forth below in any Informational Materials pertaining to and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule II, including, without limitation and as applicable, any prospectus, registrations statement, advertisement, brochure, marketing document or other promotional material (collectively the “Informational Materials”) and furnish a copy thereof to IISL: (i) “The Product(s) are not sponsored, endorsed, sold or promoted by India Index Services & Products Limited ("IISL"). IISL does not make any representation or warranty, express or implied, to the owners of the Product(s) or any member of the public regarding the advisability of investing in securities generally or in the Product(s) particularly or the ability of the CNX Midcap Index to track general stock market performance in India. The relationship of IISL to the Licensee is only in respect of the licensing of certain trademarks and trade names of its Index which is determined, composed and calculated by IISL without regard to the Licensee or the Product(s). IISL does not have any obligation to take the needs of the Licensee or the owners of the Product(s) into consideration in determining, composing or calculating the CNX Midcap Index. IISL is not responsible for or has participated in the determination of the timing of, prices at, or quantities of the Product(s) to be issued or in the determination or calculation of the equation by which the Product(s) is to be converted into cash. IISL has no obligation or liability in connection with the administration, marketing or trading of the Product(s)”. (ii) IISL do not guarantee the accuracy and/or the completeness of the CNX Midcap Index or any data included therein and they shall have no liability for any errors, omissions, or interruptions therein. IISL does not make any warranty, express or implied, as to results to be obtained by the Licensee, owners of the product(s), or any other person or entity from the use of the CNX Midcap Index or any data included therein. IISL makes no express or implied warranties, and expressly disclaim all warranties of merchantability or fitness for a particular purpose or use with respect to the Index or any data included therein. Without limiting any of the foregoing, IISL expressly disclaim any and all liability for any damages or losses arising out of or related to the Products, including any and all direct, special, punitive, indirect, or consequential damages (including lost profits), even if notified of the possibility of such damages”. Wherever the informational material referred to in above clause is in a language other than English, the disclaimer included in such informational material Customer shall be true and complete translation of the disclaimers in English mentioned above. (d) The Licensee undertakes solely liable to include the statement mentioned below in any informational materials pertaining initiate actions to and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule II:- “an investorresolve such incidents, by subscribing or purchasing an interest in the Product(s)if any, will be regarded as having acknowledged, understood and accepted the disclaimer referred to in Clauses above and will be bound by it. “ (e) Each Party represents and warrants to the other that it has the authority and necessary consents, approvals and licenses to enter into and performthis Agreement according to on its terms and that its performance does not violate its constitutional documents or any laws, regulations or agreements applicable to it. (f) Licensee represents and warrants to IISL that the Product(s) shall at all times comply with the description in Schedule II. (g) Licensee represents and warrants to IISL that it has obtained all necessary approvals, consents and authorizations regarding the Product(s) and that it shall not violate any applicable lawown, including but not limited to banking, commodities and securities lawslegal processes. (h) IISL represents and warrants 7.5 In no event BTPL shall be liable for deficiency in services due to any reason attributable to the Licensee that it has obtained all necessary approvals, consents, registrations and authorizations regarding the Indices and IISL Marks and that it shall not violate any applicable law, Customer including but not limited to bankingimproper packaging, commodities and securities lawsdelay in handing over the parcel/goods or failure to provide necessary documents etc. (i) Neither Party shall have any liability 7.6 BTPL will be liable for lost profits or indirect, punitive, special or consequential damages arising out of this Agreement, even if notified ensuring the safety of the possibility storage of the Company’s goods at their warehouses. In case of situations such damagesas theft, operational errors or manpower mistakes, which causes damage of the Company’s goods, BTPL would be liable to pay the damages not more than the MRP price or to the that highlighted in clause 8.2 of the goods affected. 7.7 Customer hereby agrees that it shall not book / handover any good/shipment which is banned, restricted, illegal, prohibited, stolen or infringing of any third party rights, or which contains any cash, jewellery (excluding artificial jewellery), gold, silver, diamond, platinum, precious metals, precious stones, currency, bullion, letters, and financial and security instruments, or any reactive, hazardous or dangerous items/goods or any other item which is in breach of any applicable law or of any packaging/transportation guidelines of the concerned courier partner or otherwise prohibited to be transported under the law; in which cases BTPL shall not be liable for the delivery of any such products. Without diminishing prejudice to the disclaimers generality of the aforesaid, an indicative list of the dangerous and limitations set forth restricted goods is given below: i. Dangerous Goods: ● Oil-based paint and thinners (flammable liquids) ● Industrial solvents ● Insecticides, garden chemicals (fertilizers, poisons) ● Lithium batteries ● Magnetized materials ● Machinery (chain saws, outboard engines containing fuel or that have contained fuel) ● Fuel for camp stoves, lanterns, torches or heating elements ● Automobile batteries ● Infectious substances ● Any compound, liquid or gas that has toxic characteristics ● Bleach ● Flammable adhesives ● Arms and ammunitions (including air guns) ● Dry ice (Carbon Dioxide, Solid) ● Any Aerosols, liquids and/or powders or any other flammable substances classified as Dangerous Goods for transport by Air ii. Restricted Items: ● Precious stones, gems and jewellery. ● Uncrossed (bearer) drafts / cheque, currency and coins. ● Poison. ● Firearms, explosives and military equipment. ● Hazardous and radioactive material. ● Foodstuff and liquor. ● Any pornographic material. ● Hazardous chemical items. 7.8 BTPL has a zero tolerance policy with respect to counterfeit or fraud products/shipments (including products/shipments which are misrepresented in subtheir origin or quality, or which are fake, cloned, duplicate or likewise products/shipments). In the event BTPL finds that Customer is shipping (or have shipped) non-clauses essential items/products in the restricted/prohibited area (csuch as red and containment zone/area, as declared by the Central or the relevant State Governments of India), then BTPL would inter-alia have the right to levy penalty or liquidated damages on the Customer of INR 10,000/- (Indian Rupees Ten Thousand) per shipment (along with applicable GST amount) on account of estimated legal expenses which will be spent by BTPL and for causing of reputational and goodwill loss to (h) BTPL or the actual damages/losses/expenses in case the actual amount exceeds the above minimum threshold of Clause 8INR 10,000/-, as may be determined by BTPL in no event shall the cumulative liability of IISL to Licensee exceed the average License Fees actually paid to IISL hereunder (j) The provisions of this Clause 8 shall survive any termination of this Agreementits sole discretion.

Appears in 1 contract

Samples: Logistics Agreement

Warranties and Disclaimers. (a) IISL Each Party represents and warrants that: (a) it has the authority and capacity to enter into this Agreement, and to carry out and perform its obligations as set forth herein; and (b) this Agreement is a valid and binding obligation of that Party enforceable in accordance with its terms. Organization represents and warrants that it has reviewed Company’s Privacy Policy available on the absoluteCompany’s website at xxxxx://xxx.xxxxxxxxx.xxx/privacy-policy (as may be amended from time to time, clearthe “Privacy Policy”), marketable and unencumbered right and authority to grant the rights and license granted to Licensee herein subject to by signing this Agreement has accepted the terms and conditions of this Agreementthereof. (b) Licensee Company warrants that and represents it shall not permit:- i. any affiliated Party including the Licensee itself or ii. any other third Party to design any product(s) based upon the Product(s) mentioned has full right, title and interest in Schedule II of this Agreement, Indices or IISL Marks and in the event any such Party as aforesaid designs or has designed such product(s) for offering it to the investors to the knowledge of the Licensee, the Licensee shall use its best efforts to intimate the same to IISL as soon as reasonably practicable Subscription Service and shall co-operate with IISL by way of providing relevant information in the purposes of restraining such third Party from the usage of such product(s). Notwithstanding anything herein contained, if any such affiliated Parties including the Licensee design any product(s) based upon the Product(s) mentioned in Schedule II Company’s execution of this Agreement and such products are using the Indices or the IISL Marks, then the Licensee warrants that it shall be responsible to take necessary steps for and on the behalf of such affiliates to obtain IISL’s authorization immediately by the way of a License for the Indices described in Schedule I by executing a Licensing Agreement with IISL and by paying the Licensing Fees as may be applicable at the time performance of its execution provided however that, any of the aforesaid warranties given by the Licensee in this Clause 8 (b) shall not preclude IISL from taking an appropriate legal action against the Licensee / affiliated Parties of the Licensee for designing any product(s) based upon the Indices or IISL Marks without an appropriate license from IISL. (c) Licensee agrees expressly to bind itself by and furthermore to include all of the following disclaimers clauses set forth below in any Informational Materials pertaining to and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule II, including, without limitation and as applicable, any prospectus, registrations statement, advertisement, brochure, marketing document or other promotional material (collectively the “Informational Materials”) and furnish a copy thereof to IISL: (i) “The Product(s) are not sponsored, endorsed, sold or promoted by India Index Services & Products Limited ("IISL"). IISL does not make any representation or warranty, express or implied, to the owners of the Product(s) or any member of the public regarding the advisability of investing in securities generally or in the Product(s) particularly or the ability of the CNX Midcap Index to track general stock market performance in India. The relationship of IISL to the Licensee is only in respect of the licensing of certain trademarks and trade names of its Index which is determined, composed and calculated by IISL without regard to the Licensee or the Product(s). IISL does not have any obligation to take the needs of the Licensee or the owners of the Product(s) into consideration in determining, composing or calculating the CNX Midcap Index. IISL is not responsible for or has participated in the determination of the timing of, prices at, or quantities of the Product(s) to be issued or in the determination or calculation of the equation by which the Product(s) is to be converted into cash. IISL has no obligation or liability in connection with the administration, marketing or trading of the Product(s)”. (ii) IISL do not guarantee the accuracy and/or the completeness of the CNX Midcap Index or any data included therein and they shall have no liability for any errors, omissions, or interruptions therein. IISL does not make any warranty, express or implied, as to results to be obtained by the Licensee, owners of the product(s), or any other person or entity from the use of the CNX Midcap Index or any data included therein. IISL makes no express or implied warranties, and expressly disclaim all warranties of merchantability or fitness for a particular purpose or use with respect to the Index or any data included therein. Without limiting any of the foregoing, IISL expressly disclaim any and all liability for any damages or losses arising out of or related to the Products, including any and all direct, special, punitive, indirect, or consequential damages (including lost profits), even if notified of the possibility of such damages”. Wherever the informational material referred to in above clause is in a language other than English, the disclaimer included in such informational material shall be true and complete translation of the disclaimers in English mentioned above. (d) The Licensee undertakes to include the statement mentioned below in any informational materials pertaining to and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule II:- “an investor, by subscribing or purchasing an interest in the Product(s), obligations hereunder will be regarded as having acknowledged, understood and accepted the disclaimer referred to in Clauses above and will be bound by it. “ (e) Each Party represents and warrants to the other that it has the authority and necessary consents, approvals and licenses to enter into and performthis Agreement according to its terms and that its performance does not violate its constitutional documents or any laws, regulations or agreements applicable to it. (f) Licensee represents and warrants to IISL that the Product(s) shall at all times comply with the description in Schedule II. (g) Licensee represents and warrants to IISL that it has obtained all necessary approvals, consents and authorizations regarding the Product(s) and that it shall not violate any applicable governmental law, including but not limited to bankingregulation or court order, commodities or the legal or proprietary rights of any third party and securities laws. (h) IISL represents and warrants to the Licensee that it has obtained all necessary approvals, consents, registrations and authorizations regarding the Indices and IISL Marks and that it shall not violate any applicable law, including but not limited to banking, commodities and securities laws. (i) Neither Party shall have any liability for lost profits or indirect, punitive, special or consequential damages arising out of this Agreement, even if notified Organization’s use of the possibility Technology or receipt of such damagesthe Support as contemplated by this Agreement will not infringe any proprietary or other legal right of any third party. Without diminishing the disclaimers and limitations set forth in sub-clauses (c) to (h) of Clause 8COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE QUALITY, in no event shall the cumulative liability of IISL to Licensee exceed the average License Fees actually paid to IISL hereunder (j) The provisions of this Clause 8 shall survive any termination of this AgreementACCURACY, COMPLETENESS, EFFECTIVENESS, OR RELIABILITY OF THE SERVICES, OR THE RESULTS OF THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” AND, EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH HEREIN, COMPANY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Appears in 1 contract

Samples: Subscription Agreement

Warranties and Disclaimers. 1. NewsReal represents and warrants to NSI that: (a) IISL represents and warrants that it has the absolute, clear, marketable and unencumbered right and authority to grant the rights and license granted to Licensee herein subject to the terms and conditions of Its entry into this AgreementAgreement does not violate any agreement with any other party. (b) Licensee warrants that it shall not permit:- i. any affiliated Party including the Licensee itself or ii. any other third Party to design any product(s) based upon the Product(s) mentioned in Schedule II of this Agreement, Indices or IISL Marks and in the event any such Party as aforesaid designs or has designed such product(s) for offering it to the investors to the knowledge The use of the Licensee, the Licensee shall use its best efforts to intimate the same to IISL Service and any of NewsReal marks licensed hereunder as soon as reasonably practicable and shall co-operate with IISL contemplated by way of providing relevant information in the purposes of restraining such third Party from the usage of such product(s). Notwithstanding anything herein contained, if any such affiliated Parties including the Licensee design any product(s) based upon the Product(s) mentioned in Schedule II of this Agreement and such products are using the Indices does not infringe any trade name, trademark, service mark, xxpyright or the IISL Marks, then the Licensee warrants that it shall be responsible to take necessary steps for and on the behalf of such affiliates to obtain IISL’s authorization immediately by the way of a License for the Indices described in Schedule I by executing a Licensing Agreement with IISL and by paying the Licensing Fees as may be applicable at the time of its execution provided however that, any of the aforesaid warranties given by the Licensee in this Clause 8 (b) shall not preclude IISL from taking an appropriate legal action against the Licensee / affiliated Parties of the Licensee for designing any product(s) based upon the Indices or IISL Marks without an appropriate license from IISLpatent. (c) Licensee agrees expressly to bind itself by and furthermore to include all of the following disclaimers clauses set forth below in any Informational Materials pertaining to and to be used in connection with the Indices mentioned in Schedule I The delivery or the Product(s) specified in Schedule II, including, without limitation and as applicable, any prospectus, registrations statement, advertisement, brochure, marketing document or other promotional material (collectively the “Informational Materials”) and furnish a copy thereof to IISL: (i) “The Product(s) are not sponsored, endorsed, sold or promoted by India Index Services & Products Limited ("IISL"). IISL does not make any representation or warranty, express or implied, to the owners of the Product(s) or any member of the public regarding the advisability of investing in securities generally or in the Product(s) particularly or the ability of the CNX Midcap Index to track general stock market performance in India. The relationship of IISL to the Licensee is only in respect of the licensing of certain trademarks and trade names of its Index which is determined, composed and calculated by IISL without regard to the Licensee or the Product(s). IISL does not have any obligation to take the needs of the Licensee or the owners of the Product(s) into consideration in determining, composing or calculating the CNX Midcap Index. IISL is not responsible for or has participated in the determination of the timing of, prices at, or quantities of the Product(s) to be issued or in the determination or calculation of the equation by which the Product(s) is to be converted into cash. IISL has no obligation or liability in connection with the administration, marketing or trading of the Product(s)”. (ii) IISL do not guarantee the accuracy and/or the completeness of the CNX Midcap Index or any data included therein and they shall have no liability for any errors, omissions, or interruptions therein. IISL does not make any warranty, express or implied, as to results to be obtained by the Licensee, owners of the product(s), or any other person or entity from the use of the CNX Midcap Index Service does not invade or violate any data included therein. IISL makes no express right to privacy, personal or implied warranties, and expressly disclaim all warranties of merchantability or fitness for a particular purpose or use with respect to the Index or any data included therein. Without limiting any of the foregoing, IISL expressly disclaim any and all liability for any damages or losses arising out of or related to the Products, including any and all direct, special, punitive, indirectproprietary right, or consequential damages (including lost profits), even if notified other common law or statutory right of the possibility of such damages”. Wherever the informational material referred to in above clause is in a language other than English, the disclaimer included in such informational material shall be true and complete translation of the disclaimers in English mentioned aboveany person. (d) The Licensee undertakes Its performance under this Agreement and the use of the Service by NSI anticipated by this Agreement conforms to include the statement mentioned below in any informational materials pertaining to all applicable laws and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule II:- “an investor, by subscribing or purchasing an interest in the Product(s), will be regarded as having acknowledged, understood government rules and accepted the disclaimer referred to in Clauses above and will be bound by itregulations. 2. “ (e) Each Party NSI represents and warrants to the other that it has the authority and necessary consents, approvals and licenses to enter that: (a) Its entry into and performthis this Agreement according to its terms and that its performance does not violate its constitutional documents or any laws, regulations or agreements applicable to itagreement with any other party. (fb) Licensee represents Its performance under this Agreement will conform to applicable laws and warrants to IISL that the Product(s) shall at all times comply with the description in Schedule IIgovernment rules and regulations. (gc) Licensee represents and warrants to IISL that it has obtained all necessary approvalsThe use of the NSI marks as contemplated by this Agreement does not infringe any trade name, consents and authorizations regarding the Product(s) and that it shall not violate any applicable lawtrademark, including but not limited to bankingservice mark, commodities and securities lawsxxpyright or patent. (h) IISL represents and warrants to the Licensee that it has obtained all necessary approvals3. THE PARTIES AGREE THAT THE WARRANTIES STATED HEREIN ARE EXCLUSIVE AND THAT THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE RELATING TO ANY MATTERS IN THIS AGREEMENT INCLUDING, consentsWITHOUT LIMITATION, registrations and authorizations regarding the Indices and IISL Marks and that it shall not violate any applicable lawTHE SERVICE, including but not limited to bankingTHE SYSTEM, commodities and securities lawsTHE NSI DATA OR ANY OTHER COMPUTER OR TECHNICAL RESOURCES PROVIDED BY EITHER PARTY. (i) Neither Party shall have any liability for lost profits or indirect4. THE PARTIES AGREE THAT, punitiveEXCEPT AS OTHERWISE PROVIDED HEREIN, special or consequential damages arising out of this AgreementNEITHER PARTY WARRANTS THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED IN THE SERVICE OR PROVIDED HEREUNDER AND NEITHER PARTY SHALL BE LIABLE IN ANY MANNER TO THE OTHER PARTY BASED ON ANY USE OF THE INFORMATION PROVIDED UNDER THE SERVICE OR THE DATA BEING INTEGRATED HEREUNDER. FURTHER, even if notified of the possibility of such damagesNEWSREAL SHALL NOT BE LIABLE FOR ANY DELAY, INACCURACY, ERROR OR OMISSION IN THE INFORMATION PROVIDED UNDER THE SERVICE OR RESULTING FROM THE TRANSMISSION, DELIVERY OF, OR ANY FAILURE TO DELIVER ANY PART OF THE SERVICE. Without diminishing the disclaimers and limitations set forth in sub-clauses (c) to (h) of Clause 8HOWEVER, in no event shall the cumulative liability of IISL to Licensee exceed the average License Fees actually paid to IISL hereunderSUCH DELAYS, ERRORS, OMISSIONS, OR FAILURES TO DELIVER AS TO ALL OR PART OF THE SERVICE MAY RESULT IN THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 1 BELOW. (j) The provisions of this Clause 8 shall survive any termination of this Agreement5. THE PARTIES AGREE AND ACKNOWLEDGE THAT NSI DOES NOT WARRANT THE PERFORMANCE OF NSI'S COMPUTING AND DISTRIBUTION SYSTEM AND NSI SHALL NOT BE LIABLE IN ANY MANNER TO NEWSREAL FOR FAILURES OF THAT SYSTEM, OR FOR ANY DELAY, INACCURACY, ERROR, FAILURE OR OMISSION RELATED TO THE PERFORMANCE OF THAT SYSTEM. HOWEVER, SUCH DELAYS, ERRORS, OMISSIONS, OR FAILURES TO DELIVER AS TO ALL OR PART OF THE SERVICE MAY RESULT IN THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 1.

Appears in 1 contract

Samples: Custom Distribution and Technology Services Agreement (Yellow Brix Inc)

Warranties and Disclaimers. (a) IISL 8.1 Each party represents and warrants that it has the absolute, clear, marketable and unencumbered right and authority power to grant the rights and license granted to Licensee herein subject to the terms and conditions of enter into this Agreement. (b) Licensee warrants . Each party represents, warrants, and agrees that it shall not permit:- i. any affiliated Party including the Licensee itself or ii. any other third Party will cooperate and utilize commercially reasonable efforts to design any product(s) based upon the Product(s) mentioned in Schedule II of fulfill its obligations under this Agreement, Indices or IISL Marks and in the event any such Party as aforesaid designs or has designed such product(s) for offering it to the investors to the knowledge of the Licensee, the Licensee shall use its best efforts to intimate the same to IISL as soon as reasonably practicable and shall co-operate with IISL by way of providing relevant information in the purposes of restraining such third Party from the usage of such product(s). Notwithstanding anything herein contained, if any such affiliated Parties including the Licensee design any product(s) based upon the Product(s) mentioned in Schedule II of this Agreement and such products are using the Indices or the IISL Marks, then the Licensee warrants that it shall be responsible to take necessary steps for and on the behalf of such affiliates to obtain IISL’s authorization immediately by the way of a License for the Indices described in Schedule I by executing a Licensing Agreement with IISL and by paying the Licensing Fees as may be applicable at the time of its execution provided however that, any of the aforesaid warranties given by the Licensee in this Clause 8 (b) shall not preclude IISL from taking an appropriate legal action against the Licensee / affiliated Parties of the Licensee for designing any product(s) based upon the Indices or IISL Marks without an appropriate license from IISL. (c) Licensee agrees expressly to bind itself by and furthermore to include all of the following disclaimers clauses set forth below in any Informational Materials pertaining to and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule II, including, without limitation and as applicable, any prospectus, registrations statement, advertisement, brochure, marketing document or other promotional material (collectively the “Informational Materials”) and furnish a copy thereof to IISL: (i) “The Product(s) are not sponsored, endorsed, sold or promoted by India Index Services & Products Limited ("IISL"). IISL does not make any representation or warranty, express or implied, to the owners of the Product(s) or any member of the public regarding the advisability of investing in securities generally or in the Product(s) particularly or the ability of the CNX Midcap Index to track general stock market performance in India. The relationship of IISL to the Licensee is only in respect of the licensing of certain trademarks and trade names of its Index which is determined, composed and calculated by IISL without regard to the Licensee or the Product(s). IISL does not have any obligation to take the needs of the Licensee or the owners of the Product(s) into consideration in determining, composing or calculating the CNX Midcap Index. IISL is not responsible for or has participated in the determination of the timing of, prices at, or quantities of the Product(s) to be issued or in the determination or calculation of the equation by which the Product(s) is to be converted into cash. IISL has no obligation or liability in connection with the administration, marketing or trading of the Product(s)”. (ii) IISL do not guarantee the accuracy and/or the completeness of the CNX Midcap Index or any data included therein and they shall have no liability for any errors, omissions, or interruptions therein. IISL does not make any warranty, express or implied, as to results to be obtained by the Licensee, owners of the product(s), or any other person or entity from the use of the CNX Midcap Index or any data included therein. IISL makes no express or implied warranties, and expressly disclaim all warranties of merchantability or fitness for a particular purpose or use with respect to the Index or any data included therein. Without limiting any of the foregoing, IISL expressly disclaim any and all liability for any damages or losses arising out of or related to the Products, including any and all direct, special, punitive, indirect, or consequential damages (including lost profits), even if notified of the possibility of such damages”. Wherever the informational material referred to in above clause is in a language other than English, the disclaimer included in such informational material shall be true and complete translation of the disclaimers in English mentioned above. (d) The Licensee undertakes to include the statement mentioned below in any informational materials pertaining to and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule II:- “an investor, by subscribing or purchasing an interest in the Product(s), will be regarded as having acknowledged, understood and accepted the disclaimer referred to in Clauses above and will be bound by it. “ (e) Each Party Solar represents and warrants to the other that it has the authority and necessary consentsright to grant the licenses and rights granted herein, approvals and licenses to enter into and performthis Agreement according to its terms and that its performance does not violate its constitutional documents or any laws, regulations or agreements applicable to it. (f) Licensee represents and warrants to IISL that the Product(s) shall at all times comply with the description in Schedule II. (g) Licensee represents and warrants to IISL further that it has obtained all necessary approvalsno knowledge of any patents, consents and authorizations regarding intellectual property, or other impediments to Capstone's quiet enjoyment of the Product(s) and that it shall not violate any applicable law, including but not limited to banking, commodities and securities lawsbenefits of the licenses granted by Solar. (h) IISL represents and warrants 8.2 Neither party shall be liable to the Licensee that it has obtained all necessary approvalsother for any lost profits, consentslost revenues, registrations and authorizations regarding the Indices and IISL Marks and that it shall not violate any applicable law, including but not limited to banking, commodities and securities laws. (i) Neither Party shall have any liability for lost profits losses or indirect, punitiveincidental, consequential, special or consequential exemplary damages arising out of this Agreement, even if notified entry into or performance or lack of the possibility of such damages. Without diminishing the disclaimers and limitations set forth in sub-clauses (c) to (h) of Clause 8, in no event shall the cumulative liability of IISL to Licensee exceed the average License Fees actually paid to IISL hereunder (j) The provisions of this Clause 8 shall survive any termination of performance under this Agreement. 8.3 Nothing in this Agreement shall be construed as A) a requirement that either party shall file or prosecute any patent application, secure any patent, maintain any patent in force, or notify the other party of any action or failure to act with respect to any patent application; or B) granting by implication estoppel or otherwise, any license or rights under patents of either party beyond those licenses or rights expressly granted under this Agreement; or C) an obligation to furnish any technical information other than specified under this Agreement. 8.4 EXCEPT AS PROVIDED IN THE LAST SENTENCE OF PARAGRAPH 8.1, ALL SOLAR TECHNOLOGY TRANSFERRED UNDER THIS AGREEMENT IS TRANSFERRED "AS IS" AND THE TRANSFEROR DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE TRANSFERRED TECHNOLOGY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO CONSTITUTE A REPRESENTATION OR WARRANTY BY SOLAR OF THE ABILITY OF CAPSTONE TO MANUFACTURE OR SELL PRODUCTS. 8.5 Nothing in this Agreement shall (a) impose any restriction on either party from carrying out independent research and development activities in any field, (b) in relation to the results of any such independent research and development activities of one party, give rise to any ownership right or claim by the other party; nor

Appears in 1 contract

Samples: License Agreement (Capstone Turbine Corp)

Warranties and Disclaimers. (a) IISL Subject to the limitations set forth elsewhere in the Agreement, Licensor represents and warrants that it has the absolute, clear, marketable and unencumbered right and authority to grant the rights and license granted to Licensee herein subject to the terms and conditions of this Agreement. (b) Licensee warrants that it shall not permit:- i. any affiliated Party including the Licensee itself or ii. any other third Party to design any product(s) based upon the Product(s) mentioned in Schedule II of this Agreement, Indices or IISL Marks and in the event any such Party as aforesaid designs or has designed such product(s) for offering it to the investors to the knowledge of the Licensee, the Licensee shall use its best efforts to intimate the same to IISL as soon as reasonably practicable and shall co-operate with IISL by way of providing relevant information in the purposes of restraining such third Party from the usage of such product(s). Notwithstanding anything herein contained, if any such affiliated Parties including the Licensee design any product(s) based upon the Product(s) mentioned in Schedule II of enter into this Agreement and such products are using to license the Indices or rights to use Content as provided herein, and that use ofthe Content by Authorized Users in accordance with the IISL Marks, then the Licensee warrants that it shall be responsible to take necessary steps for and on the behalf tenns of such affiliates to obtain IISL’s authorization immediately by the way of a License for the Indices described in Schedule I by executing a Licensing Agreement with IISL and by paying the Licensing Fees as may be applicable at the time of its execution provided however that, any of the aforesaid warranties given by the Licensee in this Clause 8 (b) Agreem()nt shall not preclude IISL from taking an appropriate legal action against infringe the copyright of any third party. Licensor agrees to indemnify and hold Institutional Licensee / affiliated Parties of the Licensee for designing any product(s) based upon the Indices or IISL Marks without an appropriate license from IISL. (c) Licensee agrees expressly to bind itself by and furthermore to include all of the following disclaimers clauses set forth below in any Informational Materials pertaining to and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule II, including, without limitation and as applicable, any prospectus, registrations statement, advertisement, brochure, marketing document or other promotional material (collectively the “Informational Materials”) and furnish a copy thereof to IISL: (i) “The Product(s) are not sponsored, endorsed, sold or promoted by India Index Services & Products Limited ("IISL"). IISL does not make any representation or warranty, express or implied, to the owners of the Product(s) or any member of the public regarding the advisability of investing in securities generally or in the Product(s) particularly or the ability of the CNX Midcap Index to track general stock market performance in India. The relationship of IISL to the Licensee is only in respect of the licensing of certain trademarks and trade names of its Index which is determined, composed and calculated by IISL without regard to the Licensee or the Product(s). IISL does not have any obligation to take the needs of the Licensee or the owners of the Product(s) into consideration in determining, composing or calculating the CNX Midcap Index. IISL is not responsible for or has participated in the determination of the timing of, prices at, or quantities of the Product(s) to be issued or in the determination or calculation of the equation by which the Product(s) is to be converted into cash. IISL has no obligation or liability in connection with the administration, marketing or trading of the Product(s)”. (ii) IISL do not guarantee the accuracy and/or the completeness of the CNX Midcap Index or any data included therein and they shall have no liability Authorized Users hannless for any errorsclaims, omissionsdamages, or interruptions therein. IISL does not make liabilities and damages including reasonable attorney's fees, which arise from any warranty, express or implied, as to results to be obtained claim by the Licensee, owners any third party of the product(s), or any other person or entity from an alleged infringement of copyright arising out of the use of the CNX Midcap Index Content by the Institutional Licensee or its Authorized Users in accordance with the terms of this Agreement. Indemnification under this Agreement is contingent on the indemnified party promptly notifying indemnifying party of any data included thereinsuch claims. IISL makes no express tfhe indemnifying party shall have the sole right to defend such claims at its own expense. tfhe other party shall provide, at the indemnifying party's expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity shall survive the termination of this Agreement. Licensor does not warrant that the EAAP will be usefully accessible in every hardware/software environment. Licensor does not warrant the accuracy or implied warrantiescompleteness of any information contained on the EAAP, and expressly disclaim all warranties of or its merchantability or fitness for a particular purpose or use with respect purpose. XIV. LIMITATIONS ON WARRANTIES EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, THE LICENSOR AND ANY AND ALL THIRD PARTY CONTENT AND SOFTWARE PROVIDERS AND/OR PUBLISHERS (COLLECTNELY "CONTENT PROVIDERS") MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SITE, ITS OPERATION, SOFTWARE, OR THE CONTENT, INFORMATION, PRODUCTS OR MATERIALS INCLUDED IN THE SITE, ALL OF WlllCH ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ONLY TO THE EXTENT OF ANY RIGHTS HELD IN THE CONTENT BY THE LICENSOR. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, THE LICENSOR AND ALL CONTENT PROVIDERS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF QUALITY, , COMPATIBILITY, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OR THE ABSENCE OF ERRORS OR OMISSIONS. THE PUBLISHER AND ALL CONTENT PROVIDERS FURTHER MAKE NO WARRANTIES W ITH RESPECT TO ANY HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A COMPUTER VIRUS, W ORM, TIME BOMB, LOGIC BOMB, OR OTHER SUCH COMPUTER VIRUS. Neither Licensor nor Institutional Licensee shall have any liability to the Index or any data included therein. Without limiting any of the foregoing, IISL expressly disclaim any and all liability person for any damages loss or losses damage arising out of or related to the Products, including any and all direct, special, punitive, indirectuse of, or consequential damages (including lost profits), even if notified of the possibility of such damages”. Wherever the informational material referred inability to in above clause is in a language other than Englishuse, the disclaimer included in such informational material shall be true and complete translation of EAAP. IN NO EVENT WILL EITHER LICENSOR OR INSTITUTIONAL LICENSEE BE LIABLE FOR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF GOOD WILL AND/OR BUSINESS REPUTATION, AND ADDITIONAL LABOR COSTS) OF ANY CHARACTER OR KIND, WHETHER BASED ON BREACH OF CONTRACT, TORT, OR ANY OTHER KIND OF CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO GROSS NEGLIGENCE OR WILFULL MISCONDUCT, LIABILITY UNDER TIDS AGREEMENT SHALL NOT EXCEED THE FEES PAID TO THIS AGREEMENT. xv. FORCE MAIEURE Neither the disclaimers in English mentioned above. (d) The Licensee undertakes to include the statement mentioned below in any informational materials pertaining to and to be used in connection with the Indices mentioned in Schedule I Licensor nor Institutional Licensees or the Product(s) specified in Schedule II:- “an investor, by subscribing or purchasing an interest in the Product(s), Authorized Users will be regarded as having acknowledged, understood and accepted the disclaimer referred liable for failures or delays in performing their obligations pursuant to in Clauses above and will be bound by it. “ (e) Each Party represents and warrants to the other that it has the authority and necessary consents, approvals and licenses to enter into and performthis Agreement according to its terms and that its performance does not violate its constitutional documents or this contract arising from any laws, regulations or agreements applicable to it. (f) Licensee represents and warrants to IISL that the Product(s) shall at all times comply with the description in Schedule II. (g) Licensee represents and warrants to IISL that it has obtained all necessary approvals, consents and authorizations regarding the Product(s) and that it shall not violate any applicable lawcause beyond their control, including but not limited to bankingto, commodities act of God, acts of civil or military authority, terrorism, fires, strikes, lockouts or labor disputes, epidemics, wars, riots, earthquakes, storms, typhoons and securities laws. (h) IISL represents floods and warrants in the event of any such delay, the time for either party's performance will be extended for a period equal to the Licensee that it has obtained all necessary approvals, consents, registrations and authorizations regarding the Indices and IISL Marks and that it shall not violate any applicable law, including but not limited to banking, commodities and securities laws. (i) Neither Party shall have any liability for time lost profits or indirect, punitive, special or consequential damages arising out of this Agreement, even if notified by reason of the possibility of such damagesdelay. Without diminishing If the disclaimers and limitations set forth in sub-clauses conditions giving rise to the delay continue beyond thirty (c30) consecutive days, either party may terminate its agreement with the other by giving written notice to (h) of Clause 8, in no event shall the cumulative liability of IISL to Licensee exceed the average License Fees actually paid to IISL hereunder (j) The provisions of this Clause 8 shall survive any termination of this Agreementother pai1y.

Appears in 1 contract

Samples: Institutional Subscription License Agreement

Warranties and Disclaimers. (a) IISL represents and 7.1 DBM warrants that it has the absolute, clear, marketable and unencumbered right and authority to grant the rights and license granted to Licensee herein subject hereinabove and that such grant does not conflict with any of its legal obligations. 7.2 Other than as expressly provided in this Agreement, nothing in this Agreement shall be construed as: (a) a warranty or representation by DBM as to the terms and conditions validity, enforceability or scope of this Agreement.any of the Licensed Patents; (b) Licensee warrants a warranty or representation that anything made, used, performed, sold, or otherwise disposed of under the license granted in this Agreement is or will be free from infringement of patents other than the Licensed Patents; (c) an obligation to bring or prosecute actions or suits against third parties for infringement of Licensed Patents; (d) except as expressly set forth herein, conferring the right to use in advertising, publicity or otherwise trademark, trade name or names or any contraction, abbreviation, simulation or adaptation thereof, of DBM; (e) conferring by implication, estoppel or otherwise a license, right or immunity under any patents or patent applications of DBM or of its Affiliates or any patents or patent applications which DBM or its Affiliates has the power to license other than the Licensed Patents; (f) an obligation to furnish know-how not provided in the Licensed Patents; or (g) creating any agency, partnership, joint venture or similar relationship between DBM and Illumina. 7.3 Illumina shall hold harmless and indemnify DBM from and against all claims, demands, actions, liabilities and damages ("Claims") made by, or awarded to, any person or entity and any costs and expenses thereof arising from, or connected with, the manufacture, use, sale or other disposal of the Licensed Products or the performance of Licensed Services or the provision or use of the Licensed Patents or otherwise arising out of the grant of any rights hereunder or the provision of any information in connection herewith, but only to the extent such Claims do not result from the gross negligence or intentional misconduct of DBM. In the event that DBM seeks indemnification under the Section 7.3, it shall not permit:- i. any affiliated Party including the Licensee itself or ii. any other third Party to design any product(s) based upon the Product(s) mentioned in Schedule II of this Agreement, Indices or IISL Marks and in the event any such Party as aforesaid designs or has designed such product(s) for offering it to the investors to the knowledge of the Licensee, the Licensee shall use its best efforts to intimate the same to IISL inform Illumina as soon as reasonably practicable after it becomes aware of any Claim, shall permit Illumina to assume direction and control of the defense of the Claim (including the right to settle the Claim solely for monetary consideration) and shall co-operate with IISL by way of providing relevant information cooperate as reasonably requested in the purposes of restraining such third Party from the usage of such product(s). Notwithstanding anything herein contained, if any such affiliated Parties including the Licensee design any product(s) based upon the Product(s) mentioned in Schedule II of this Agreement and such products are using the Indices or the IISL Marks, then the Licensee warrants that it shall be responsible to take necessary steps for and on the behalf of such affiliates to obtain IISL’s authorization immediately by the way of a License for the Indices described in Schedule I by executing a Licensing Agreement with IISL and by paying the Licensing Fees as may be applicable at the time of its execution provided however that, any defense of the aforesaid warranties given by the Licensee in this Clause 8 (b) Claim. 7.4 DBM shall not preclude IISL from taking an appropriate legal action against the Licensee / affiliated Parties of the Licensee for designing any product(s) based upon the Indices or IISL Marks without an appropriate license from IISL. (c) Licensee agrees expressly be liable to bind itself by and furthermore to include all of the following disclaimers clauses set forth below in any Informational Materials pertaining to and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule IIIllumina, including, without limitation and as applicable, any prospectus, registrations statement, advertisement, brochure, marketing document or other promotional material (collectively the “Informational Materials”) and furnish a copy thereof to IISL: (i) “The Product(s) are not sponsored, endorsed, sold or promoted by India Index Services & Products Limited ("IISL"). IISL does not make any representation or warranty, express or implied, to the owners of the Product(s) its Affiliates or any member direct or indirect customer of the public regarding the advisability Illumina for any damage or loss of investing in securities generally or in the Product(s) particularly or the ability of the CNX Midcap Index to track general stock market performance in India. The relationship of IISL to the Licensee is only in respect of the licensing of certain trademarks and trade names of whatsoever nature sustained by Illumina, its Index which is determined, composed and calculated by IISL without regard to the Licensee or the Product(s). IISL does not have any obligation to take the needs of the Licensee or the owners of the Product(s) into consideration in determining, composing or calculating the CNX Midcap Index. IISL is not responsible for or has participated in the determination of the timing of, prices at, or quantities of the Product(s) to be issued or in the determination or calculation of the equation by which the Product(s) is to be converted into cash. IISL has no obligation or liability in connection with the administration, marketing or trading of the Product(s)”. (ii) IISL do not guarantee the accuracy and/or the completeness of the CNX Midcap Index Affiliates or any data included therein and they shall have no liability direct or indirect customer of Illumina or for any errorsthird party's claims against Illumina, omissions, or interruptions therein. IISL does not make any warranty, express or implied, as to results to be obtained by the Licensee, owners of the product(s), its Affiliates or any other person direct or entity from the use indirect customer of the CNX Midcap Index or any data included therein. IISL makes no express or implied warranties, and expressly disclaim all warranties of merchantability or fitness for a particular purpose or use with respect to the Index or any data included therein. Without limiting any of the foregoing, IISL expressly disclaim any and all liability for any damages or losses Illumina arising out of or in connection with or related to the Products, including any and all direct, special, punitive, indirect, or consequential damages (including lost profits), even if notified of the possibility of such damages”. Wherever the informational material referred to in above clause is in a language other than English, the disclaimer included in such informational material shall be true and complete translation of the disclaimers in English mentioned above. (d) The Licensee undertakes to include the statement mentioned below in any informational materials pertaining to and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule II:- “an investor, by subscribing or purchasing an interest in the Product(s), will be regarded as having acknowledged, understood and accepted the disclaimer referred to in Clauses above and will be bound by it. “ (e) Each Party represents and warrants to the other that it has the authority and necessary consents, approvals and licenses to enter into and performthis Agreement according to its terms and that its performance does not violate its constitutional documents or any laws, regulations or agreements applicable to it. (f) Licensee represents and warrants to IISL that the Product(s) shall at all times comply with the description in Schedule II. (g) Licensee represents and warrants to IISL that it has obtained all necessary approvals, consents and authorizations regarding the Product(s) and that it shall not violate any applicable law, including but not limited to banking, commodities and securities laws. (h) IISL represents and warrants to the Licensee that it has obtained all necessary approvals, consents, registrations and authorizations regarding the Indices and IISL Marks and that it shall not violate any applicable law, including but not limited to banking, commodities and securities laws. (i) Neither Party shall have any liability for lost profits or indirect, punitive, special or consequential damages arising out of this Agreement, even if notified except to the extent such damages or losses arise out of or are related to the possibility of such damages. Without diminishing gross negligence or intentional misconduct by DBM. 7.5 NEITHER PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, IN CONNECTION WITH THE AGREEMENT OR ANY LICENSE GRANTED HEREUNDER, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. 7.6 Nothing in this Agreement shall be construed as a warranty or representation by DBM as to the disclaimers Licensed Products and limitations set forth in sub-clauses (c) to (h) of Clause 8Licensed Services, in no event shall the cumulative liability of IISL to Licensee exceed the average License Fees actually paid to IISL hereundertheir quality, their technical properties and commercial viability or any other aspects thereof. (j) 7.7 DBM MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF LICENSED PRODUCTS AND/OR LICENSED SERVICES. 7.8 The provisions of provision under this Clause 8 Article VII shall survive any the termination of this Agreement.

Appears in 1 contract

Samples: License Agreement (Illumina Inc)

Warranties and Disclaimers. 5.1 SIDT makes the following warranties: (a) IISL SIDT and/or its SUBSIDIARIES own the entire right, title and interest in and to the LICENSED PATENTS and the inventions disclosed and claimed therein; (b) SIDT has the right to enter into this AGREEMENT with CANON on its own behalf and on behalf of its SUBSIDIARIES; (c) there are no liens, conveyances, mortgages, assignments, encumbrances or agreements which would prevent or impair the full and complete exercise of the license, nonassertion and release granted by SIDT and its SUBSIDIARIES under this AGREEMENT; (d) SIDT and its SUBSIDIARIES have not entered into and shall not enter into any agreements which would interfere with the license, nonassertion and release granted under this AGREEMENT; (e) as to inventions that are made by an employee, officer, agent and/or consultant of SIDT or any of its SUBSIDIARIES and cover or are otherwise applicable to LICENSED PRODUCTS or any method or process involved in the manufacture or use thereof, SIDT and its SUBSIDIARIES shall devote their best efforts so that such inventions and patent applications and patents therefor will be qualified as LICENSED PATENTS; (f) SIDT will provide CANON, from time to time as CANON may request, and in any event at the end of each calendar year during the TERM of this AGREEMENT, with a latest list of all patents and patent applications throughout the world, including utility models, design patents and design registrations, and applications therefor, which meet the definition of the LICENSED PATENTS and promptly answer to any question from CANON relating to the LICENSED PATENTS; and (g) all the PATENTS (1) which have one or more claims that cover or are otherwise applicable to any of (i) LICENSED PRODUCTS, (ii) both of LICENSED PRODUCTS and EXCLUDED PRODUCTS, (iii) both of LICENSED PRODUCTS and EXCLUDED ELECTRON FIELD EMISSION DISPLAY MODULE and (iv) any method or process involved in the manufacture or use any of the foregoing items (i) through (iii), and (2) which are entitled to an effective filing date on or prior to the EFFECTIVE DATE of this AGREEMENT, and (3) which either describe or disclose inventions made solely by one or more employees, officers, agents and/or consultants of SIDT or any of its SUBSIDIARIES in, or as a result of, the performance of research, development, technical or other work for or with SIDT or any of its SUBSIDIARIES, or describe or disclose inventions made jointly by one or more employees, officers, agents and/or consultants of SIDT or any of its SUBSIDIARIES and a third party or its one or more employees in, or as a result of, the performance of research, development, technical or other work for or with SIDT or any of its SUBSIDIARIES or are co-owned with a third party, are licensed and granted to CANON and its SUBSIDIARIES in this AGREEMENT as the LICENSED PATENTS defined in paragraph 1.8 hereof. 5.2 CANON warrants and represents and warrants that it has the absolute, clear, marketable right to enter into this AGREEMENT on its behalf and unencumbered right and authority to grant the rights and license granted to Licensee herein subject to the terms and conditions on behalf of this Agreementits SUBSIDIARIES. (b) Licensee warrants that it shall not permit:- i. any affiliated Party including the Licensee itself or ii. any other third Party to design any product(s) based upon the Product(s) mentioned 5.3 Nothing contained in Schedule II of this Agreement, Indices or IISL Marks and in the event any such Party as aforesaid designs or has designed such product(s) for offering it to the investors to the knowledge of the Licensee, the Licensee shall use its best efforts to intimate the same to IISL as soon as reasonably practicable and shall co-operate with IISL by way of providing relevant information in the purposes of restraining such third Party from the usage of such product(s). Notwithstanding anything herein contained, if any such affiliated Parties including the Licensee design any product(s) based upon the Product(s) mentioned in Schedule II of this Agreement and such products are using the Indices or the IISL Marks, then the Licensee warrants that it AGREEMENT shall be responsible to take necessary steps for and on the behalf construed as a grant, expressly or impliedly, of such affiliates to obtain IISL’s authorization immediately any license, nonassertion, release or otherwise by the way of a License for the Indices described in Schedule I by executing a Licensing Agreement with IISL and by paying the Licensing Fees as may be applicable at the time CANON or any of its execution provided however thatSUBSIDIARIES to SIDT or its SUBSIDIARIES under any patent, any of the aforesaid warranties given by the Licensee in this Clause 8 (b) shall not preclude IISL from taking an appropriate legal action against the Licensee / affiliated Parties of the Licensee for designing any product(s) based upon the Indices or IISL Marks without an appropriate license from IISL. (c) Licensee agrees expressly to bind itself by and furthermore to include all of the following disclaimers clauses set forth below in any Informational Materials pertaining to and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule IIpatent application, includingtrademark, without limitation and as applicabletradename, any prospectuscopyright, registrations statement, advertisement, brochure, marketing document or other promotional material (collectively the “Informational Materials”) and furnish a copy thereof to IISL: (i) “The Product(s) are not sponsored, endorsed, sold or promoted by India Index Services & Products Limited ("IISL"). IISL does not make any representation or warranty, express or implied, to the owners of the Product(s) or any member of the public regarding the advisability of investing in securities generally or in the Product(s) particularly or the ability of the CNX Midcap Index to track general stock market performance in India. The relationship of IISL to the Licensee is only in respect of the licensing of certain trademarks and trade names of its Index which is determined, composed and calculated by IISL without regard to the Licensee or the Product(s). IISL does not have any obligation to take the needs of the Licensee or the owners of the Product(s) into consideration in determining, composing or calculating the CNX Midcap Index. IISL is not responsible for or has participated in the determination of the timing of, prices at, or quantities of the Product(s) to be issued or in the determination or calculation of the equation by which the Product(s) is to be converted into cash. IISL has no obligation or liability in connection with the administration, marketing or trading of the Product(s)”. (ii) IISL do not guarantee the accuracy and/or the completeness of the CNX Midcap Index or any data included therein and they shall have no liability for any errors, omissions, or interruptions therein. IISL does not make any warranty, express or implied, as to results to be obtained by the Licensee, owners of the product(s)knowhow, or any other person intellectual property right owned or entity from the use controlled in whole or in part, by CANON or any of its SUBSIDIARIES. 5.4 Nothing herein contained shall be construed as an admission by CANON or any of its SUBSIDIARIES that they have infringed any of the CNX Midcap Index LICENSED PATENTS or that any of the LICENSED PATENTS are valid and/or enforceable. 5.5 Nothing in this AGREEMENT shall be construed as conferring an obligation upon SIDT to file any patent application, or to secure any patent or patent right or to maintain any patent in force or to bring or prosecute any action or suit against third parties for infringement; provided, however, that when SIDT or any data included therein. IISL makes no express of its SUBSIDIARIES wishes to abandon or implied warrantiescease the maintenance of any LICENSED PATENT, SIDT shall promptly give notice to CANON in that effect and expressly disclaim all warranties confirm with CANON its intention as to the disposition of merchantability such LICENSED PATENT and when CANON so wishes, SIDT or fitness for its SUBSIDIARIES shall assign and transfer such LICENSED PATENT to CANON. 5.6 Nothing in this AGREEMENT shall be construed as a particular purpose representation or use warranty by SIDT or its SUBSIDIARIES with respect to the Index or any data included therein. Without limiting any validity and/or enforceability of the foregoing, IISL expressly disclaim any and all liability for any damages or losses arising out of or related to the Products, including any and all direct, special, punitive, indirectLICENSED PATENTS, or consequential damages (including lost profits), even if notified that the LICENSED PRODUCTS are free of claims of infringement of the possibility intellectual property rights of such damages”. Wherever the informational material referred to in above clause is in a language other than English, the disclaimer included in such informational material shall be true and complete translation of the disclaimers in English mentioned abovethird parties. 5.7 EXCEPT AS SPECIFICALLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED (d) The Licensee undertakes to include the statement mentioned below in any informational materials pertaining to and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule II:- “an investor, by subscribing or purchasing an interest in the Product(sINCLUDING BUT NOT LIMITED TO A WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), will be regarded as having acknowledged, understood and accepted the disclaimer referred to in Clauses above and will be bound by it. “ (e) Each Party represents and warrants to the other that it has the authority and necessary consents, approvals and licenses to enter into and performthis Agreement according to its terms and that its performance does not violate its constitutional documents or any laws, regulations or agreements applicable to it. (f) Licensee represents and warrants to IISL that the Product(s) shall at all times comply with the description in Schedule II. (g) Licensee represents and warrants to IISL that it has obtained all necessary approvals, consents and authorizations regarding the Product(s) and that it shall not violate any applicable law, including but not limited to banking, commodities and securities laws. (h) IISL represents and warrants to the Licensee that it has obtained all necessary approvals, consents, registrations and authorizations regarding the Indices and IISL Marks and that it shall not violate any applicable law, including but not limited to banking, commodities and securities laws. (i) Neither Party shall have any liability for lost profits or indirect, punitive, special or consequential damages arising out of this Agreement, even if notified of the possibility of such damages. Without diminishing the disclaimers and limitations set forth in sub-clauses (c) to (h) of Clause 8, in no event shall the cumulative liability of IISL to Licensee exceed the average License Fees actually paid to IISL hereunder (j) The provisions of this Clause 8 shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Patent License Agreement (Si Diamond Technology Inc)

Warranties and Disclaimers. 5.1 SIDT makes the following warranties: (a) IISL SIDT and/or its SUBSIDIARIES own the entire right, title and interest in and to the LICENSED PATENTS and the inventions disclosed and claimed therein; (b) SIDT has the right to enter into this AGREEMENT with ********* on its own behalf and on behalf of its SUBSIDIARIES; (c) there are no liens, conveyances, mortgages, assignments, encumbrances or agreements which would prevent or impair the full and complete exercise of the license, nonassertion and release granted by SIDT and its SUBSIDIARIES under this AGREEMENT; (d) SIDT and its SUBSIDIARIES have not entered into and shall not enter into any agreements which would interfere with the license, nonassertion and release granted under this AGREEMENT; (e) as to inventions that are made by an employee, officer, agent and/or consultant of SIDT or any of its SUBSIDIARIES and cover or are otherwise applicable to LICENSED PRODUCTS or any method or process involved in the manufacture or use thereof, SIDT and its SUBSIDIARIES shall devote their best efforts so that such inventions and patent applications and patents therefor will be qualified as LICENSED PATENTS; (f) SIDT will provide ********* from time to time as ********* may request, and in any event at the end of each calendar year during the TERM of this AGREEMENT, with a latest list of all patents and patent applications throughout the would, including utility models, design patents and design registrations, and applications therefor, which meet the definition on the LICENSED PATENTS and promptly answer to any question from ********* relating to the LICENSED PATENTS; and (g) all the PATENTS (1) which have one or more claims that cover or are otherwise applicable to any of (i) LICENSED PRODUCTS, (ii) both of LICENSED PRODUCTS and EXCLUDED PRODUCTS, (iii) both of LICENSED PRODUCTS and EXCLUDED ELECTRON FIELD EMISSION DISPLAY MODULE and (iv) any method or process involved in the manufacture or use any of the foregoing items (i) through (iii), and (2) which are entitled to an effective filing date on or prior to the EFFECTIVE DATE of this AGREEMENT, and (3) which either describe or disclose inventions made solely by one or more employees, officers, agents and/or consultants of SIDT or any of its SUBSIDIARIES in, or as a result of, the performance of research, development, technical or other work for or with SIDT or any of its SUBSIDIARIES, or describe or disclose inventions made jointly by one or more employees, officers, agents and/or consultants of SIDT or any of its SUBSIDIARIES and a third party or its one or more employees in, or as a result of, the performance of research, development, technical or other work for or with SIDT or any of its SUBSIDIARIES or are so-owned with a third party, are licensed and granted ********************************** to in this AGREEMENT as the LICENSED PATENTS defined in paragraph 1.8 hereof. 5.2 warrants and represents and warrants that it has the absolute, clear, marketable and unencumbered right and authority to grant the rights and license granted to Licensee herein subject to the terms and conditions of enter into this AgreementAGREEMENT on its behalf **********************************. (b) Licensee warrants that it shall not permit:- i. any affiliated Party including the Licensee itself or ii. any other third Party to design any product(s) based upon the Product(s) mentioned 5.3 Nothing contained in Schedule II of this Agreement, Indices or IISL Marks and in the event any such Party as aforesaid designs or has designed such product(s) for offering it to the investors to the knowledge of the Licensee, the Licensee shall use its best efforts to intimate the same to IISL as soon as reasonably practicable and shall co-operate with IISL by way of providing relevant information in the purposes of restraining such third Party from the usage of such product(s). Notwithstanding anything herein contained, if any such affiliated Parties including the Licensee design any product(s) based upon the Product(s) mentioned in Schedule II of this Agreement and such products are using the Indices or the IISL Marks, then the Licensee warrants that it AGREEMENT shall be responsible to take necessary steps for and on the behalf of such affiliates to obtain IISL’s authorization immediately by the way of construed as a License for the Indices described in Schedule I by executing a Licensing Agreement with IISL and by paying the Licensing Fees as may be applicable at the time of its execution provided however thatgrant, any of the aforesaid warranties given by the Licensee in this Clause 8 (b) shall not preclude IISL from taking an appropriate legal action against the Licensee / affiliated Parties of the Licensee for designing any product(s) based upon the Indices expressly or IISL Marks without an appropriate license from IISL. (c) Licensee agrees expressly to bind itself by and furthermore to include all of the following disclaimers clauses set forth below in any Informational Materials pertaining to and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule IIimpliedly, including, without limitation and as applicable, any prospectus, registrations statement, advertisement, brochure, marketing document or other promotional material (collectively the “Informational Materials”) and furnish a copy thereof to IISL: (i) “The Product(s) are not sponsored, endorsed, sold or promoted by India Index Services & Products Limited ("IISL"). IISL does not make any representation or warranty, express or implied, to the owners of the Product(s) or any member of the public regarding the advisability of investing in securities generally license, nonassertion, release or in the Product(s) particularly otherwise by ****************************** to SIDT or the ability of the CNX Midcap Index to track general stock market performance in India. The relationship of IISL to the Licensee is only in respect of the licensing of certain trademarks and trade names of its Index which is determinedSUBSIDIARIES under any patent, composed and calculated by IISL without regard to the Licensee or the Product(s). IISL does not have any obligation to take the needs of the Licensee or the owners of the Product(s) into consideration in determiningpatent application, composing or calculating the CNX Midcap Index. IISL is not responsible for or has participated in the determination of the timing oftrademark, prices attradeenter, or quantities of the Product(s) to be issued or in the determination or calculation of the equation by which the Product(s) is to be converted into cash. IISL has no obligation or liability in connection with the administrationcopyright, marketing or trading of the Product(s)”. (ii) IISL do not guarantee the accuracy and/or the completeness of the CNX Midcap Index or any data included therein and they shall have no liability for any errors, omissions, or interruptions therein. IISL does not make any warranty, express or implied, as to results to be obtained by the Licensee, owners of the product(s)knowhow, or any other person intellectual property right owned or entity from the use controlled in whole or in part, by **********************************. 5.4 Nothing herein contained shall be construed as an admission by ********************************** that they have infringed any of the CNX Midcap Index LICENSED PATENTS or that any of the LICENSED PATENTS are valid and/or enforceable. 5.5 Nothing in this AGREEMENT shall be construed as conferring an obligation upon SIDT to file any patent application, or to secure any patent or patent right or to maintain any patent in force or to bring or prosecute any action or suit against third parties for infringement; provided, however, that when SIDT or any data included therein. IISL makes no express of its SUBSIDIARIES wishes to abandon or implied warrantiescease the maintenance of any LICENSED PATENT, SIDT shall promptly give notice to ********* in that effect and expressly disclaim all warranties confirm with ********* its intention as is the disposition of merchantability such LICENSED PATENT and when ********* so wishes, SIDT or fitness for its SUBSIDIARIES shall assign and transfer such LICENSED PATENT to *********. 5.6 Nothing in this AGREEMENT shall be construed as a particular purpose representation or use warranty by SIDT or its SUBSIDIARIES with respect to the Index or any data included therein. Without limiting any validity and/or enforceability of the foregoing, IISL expressly disclaim any and all liability for any damages or losses arising out of or related to the Products, including any and all direct, special, punitive, indirectLICENSED PATENTS, or consequential damages (including lost profits), even if notified that the LICENSED PRODUCTS are free of claims of infringement of the possibility intellectual property rights of such damages”. Wherever the informational material referred to in above clause is in a language other than English, the disclaimer included in such informational material shall be true and complete translation of the disclaimers in English mentioned abovethird parties. 5.7 EXCEPT AS SPECIFICALLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANT OF ANY KIND, EXPRESS OR IMPLIED (d) The Licensee undertakes to include the statement mentioned below in any informational materials pertaining to and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule II:- “an investor, by subscribing or purchasing an interest in the Product(sINCLUDING BUT NOT LIMITED TO A WARRANT OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE), will be regarded as having acknowledged, understood and accepted the disclaimer referred to in Clauses above and will be bound by it. “ (e) Each Party represents and warrants to the other that it has the authority and necessary consents, approvals and licenses to enter into and performthis Agreement according to its terms and that its performance does not violate its constitutional documents or any laws, regulations or agreements applicable to it. (f) Licensee represents and warrants to IISL that the Product(s) shall at all times comply with the description in Schedule II. (g) Licensee represents and warrants to IISL that it has obtained all necessary approvals, consents and authorizations regarding the Product(s) and that it shall not violate any applicable law, including but not limited to banking, commodities and securities laws. (h) IISL represents and warrants to the Licensee that it has obtained all necessary approvals, consents, registrations and authorizations regarding the Indices and IISL Marks and that it shall not violate any applicable law, including but not limited to banking, commodities and securities laws. (i) Neither Party shall have any liability for lost profits or indirect, punitive, special or consequential damages arising out of this Agreement, even if notified of the possibility of such damages. Without diminishing the disclaimers and limitations set forth in sub-clauses (c) to (h) of Clause 8, in no event shall the cumulative liability of IISL to Licensee exceed the average License Fees actually paid to IISL hereunder (j) The provisions of this Clause 8 shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Patent License Agreement (Si Diamond Technology Inc)

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Warranties and Disclaimers. (a) IISL represents and 9.1 Celentyx warrants that it has the absolute, clear, marketable Services shall be performed in a competent and unencumbered right professional manner and authority to grant the rights in accordance with all applicable laws and license granted to Licensee herein subject to the terms and conditions of this Agreementregulations. (b) Licensee warrants that it shall not permit:- i. any affiliated Party including the Licensee itself or ii. any other third Party to design any product(s) based upon the Product(s) mentioned in Schedule II of this Agreement, Indices 9.2 Celentyx makes no representations or IISL Marks and in the event any such Party as aforesaid designs or has designed such product(s) for offering it to the investors to the knowledge of the Licensee, the Licensee shall use its best efforts to intimate the same to IISL as soon as reasonably practicable and shall co-operate with IISL by way of providing relevant information in the purposes of restraining such third Party from the usage of such product(s). Notwithstanding anything herein contained, if any such affiliated Parties including the Licensee design any product(s) based upon the Product(s) mentioned in Schedule II of this Agreement and such products are using the Indices or the IISL Marks, then the Licensee warrants that it shall be responsible to take necessary steps for and on the behalf of such affiliates to obtain IISL’s authorization immediately by the way of a License for the Indices described in Schedule I by executing a Licensing Agreement with IISL and by paying the Licensing Fees as may be applicable at the time of its execution provided however that, any of the aforesaid warranties given by the Licensee in this Clause 8 (b) shall not preclude IISL from taking an appropriate legal action against the Licensee / affiliated Parties of the Licensee for designing any product(s) based upon the Indices or IISL Marks without an appropriate license from IISL. (c) Licensee agrees expressly to bind itself by and furthermore to include all of the following disclaimers clauses set forth below in any Informational Materials pertaining to and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule II, including, without limitation and as applicable, any prospectus, registrations statement, advertisement, brochure, marketing document or other promotional material (collectively the “Informational Materials”) and furnish a copy thereof to IISL: (i) “The Product(s) are not sponsored, endorsed, sold or promoted by India Index Services & Products Limited ("IISL"). IISL does not make any representation or warrantywarranties, express or implied, to the owners regarding any of the Product(s) or any member of the public regarding the advisability of investing in securities generally or in the Product(s) particularly or the ability of the CNX Midcap Index to track general stock market performance in India. The relationship of IISL to the Licensee is only in respect of the licensing of certain trademarks and trade names of its Index which is determined, composed and calculated by IISL without regard to the Licensee or the Product(s). IISL does not have any obligation to take the needs of the Licensee or the owners of the Product(s) into consideration in determining, composing or calculating the CNX Midcap Index. IISL is not responsible for or has participated in the determination of the timing of, prices at, or quantities of the Product(s) to be issued or in the determination or calculation of the equation by which the Product(s) is to be converted into cash. IISL has no obligation or liability in connection with the administration, marketing or trading of the Product(s)”. (ii) IISL do not guarantee the accuracy Celentyx's IP and/or the completeness of the CNX Midcap Index Methods including without limitation, any representation or any data included therein and they shall have no liability for any errorswarranty regarding validity, omissionsenforceability, or interruptions therein. IISL does not make any warrantymerchantability, express or implied, as to results to be obtained by the Licensee, owners of the product(s), or any other person or entity from the use of the CNX Midcap Index or any data included therein. IISL makes no express or implied warranties, and expressly disclaim all warranties of merchantability or fitness for a particular purpose or use with respect non-infringement of third party rights. 9.3 All deliverables under this Agreement are provided by Celentyx "as is". 9.4 NEITHER PARTY HERETO WILL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR THE EXERCISE OF ITS RIGHTS HEREUNDER, INCLUDING LOST PROFITS, REGARDLESS OF ANY AWARENESS OF SUCH DAMAGES. 9.5 In no event, except for instances of fraud, shall Celentyx have any liability to the Index Client in connection with this Agreement or any data included therein. Without limiting any the subject matter hereof (whether such liability arises in contract, tort (including negligence), breach of statutory duty or otherwise) in excess of the foregoing, IISL expressly disclaim any and all liability Fees. 9.6 Celentyx shall not be liable for any loss or damage caused to the Client's Materials whilst in transit, possession or otherwise, unless due to the negligence or wilful misconduct of Celentyx. 9.7 Each party (an "Indemnifying Party") shall indemnify, defend and hold the other party and its Affiliates and employees (an "Indemnitee") harmless from and against any losses, expenses, damages and settlements (each, a "Loss") incurred as a result of a third party claim, suit or losses action (each, a "Claim") arising out of (a) the misuse of the Indemnitee's Confidential Information; and (b) the negligence or related wilful misconduct of the Indemnifying party; provided, however, that the Indemnifying Party's obligation under this Clause 9.7 shall not apply to the Products, including any and all direct, special, punitive, indirect, or consequential damages (including lost profits), even if notified of the possibility of extent such damages”. Wherever the informational material referred to in above clause Loss is in incurred as a language other than English, the disclaimer included in such informational material shall be true and complete translation of the disclaimers in English mentioned above.result of (da) The Licensee undertakes the Indemnitee's failure to include the statement mentioned below in any informational materials pertaining to and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule II:- “an investor, by subscribing or purchasing an interest in the Product(s), will be regarded as having acknowledged, understood and accepted the disclaimer referred to in Clauses above and will be bound by it. “ (e) Each Party represents and warrants to the other that it has the authority and necessary consents, approvals and licenses to enter into and performthis Agreement according to its terms and that its performance does not violate its constitutional documents or any laws, regulations or agreements applicable to it. (f) Licensee represents and warrants to IISL that the Product(s) shall at all times comply with the description in Schedule II. (g) Licensee represents and warrants to IISL that it has obtained all necessary approvals, consents and authorizations regarding the Product(s) and that it shall not violate terms of this Agreement or any applicable law, including but not limited to banking, commodities and securities laws. rule or regulation; and/or (hb) IISL represents and warrants to the Licensee that it has obtained all necessary approvals, consents, registrations and authorizations regarding the Indices and IISL Marks and that it shall not violate any applicable law, including but not limited to banking, commodities and securities laws. (i) Neither Party shall have any liability for lost profits negligence or indirect, punitive, special or consequential damages arising out of this Agreement, even if notified wilful misconduct of the possibility of such damagesIndemnitee. Without diminishing the disclaimers and limitations set forth in sub-clauses (c) to (h) of Clause 8For clarity, in no event shall the cumulative Xxxxxxxx's maximum liability of IISL to Licensee exceed the average License Fees actually paid to IISL hereunder (j) The provisions of is under this Clause 8 shall survive any termination of this Agreement9.7 is as set out in Clause 9.5.

Appears in 1 contract

Samples: Standard Terms and Conditions

Warranties and Disclaimers. (a) IISL represents 20.1 Sterling warrants to the Purchaser that: 20.1.1 the Products shall meet the Specification when delivered and warrants that shall be Manufactured by Sterling in compliance with GMP; 20.1.2 it has the absoluteappropriate registrations, clear, marketable licenses and unencumbered right and authority other governmental authorisations required to grant the rights and license granted to Licensee herein subject to the terms and conditions of carry out its obligations under this Agreement.; (b) Licensee warrants that 20.1.3 it shall not permit:- i. any affiliated Party including the Licensee itself or ii. any other third Party to design any product(s) based upon the Product(s) mentioned will perform its obligations under this Agreement in Schedule II of this Agreement, Indices or IISL Marks and in the event any such Party as aforesaid designs or has designed such product(s) for offering it to the investors to the knowledge accordance with generally accepted standards of the Licensee, the Licensee shall use its best efforts to intimate the same to IISL as soon as reasonably practicable industry and shall co-operate with IISL by way of providing relevant information in the purposes of restraining such third Party from the usage of such product(s). Notwithstanding anything herein contained, if any such affiliated Parties including the Licensee design any product(s) based upon the Product(s) mentioned in Schedule II of this Agreement reasonable skill and such products are using the Indices or the IISL Marks, then the Licensee warrants that care; and 20.1.4 it shall be responsible to take necessary steps for and on the behalf of such affiliates to obtain IISL’s authorization immediately by the way of a License for the Indices described in Schedule I by executing a Licensing Agreement with IISL and by paying the Licensing Fees as may be applicable at the time of its execution provided however that, any of the aforesaid warranties given by the Licensee in this Clause 8 (b) shall not preclude IISL from taking an appropriate legal action against the Licensee / affiliated Parties of the Licensee for designing any product(s) based upon the Indices or IISL Marks without an appropriate license from IISL. (c) Licensee agrees expressly to bind itself by and furthermore to include all of the following disclaimers clauses set forth below in any Informational Materials pertaining to and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule II, including, without limitation and as applicable, any prospectus, registrations statement, advertisement, brochure, marketing document or other promotional material (collectively the “Informational Materials”) and furnish a copy thereof to IISL: (i) “The Product(s) are not sponsored, endorsed, sold or promoted by India Index Services & Products Limited ("IISL"). IISL does not make any representation or warranty, express or implied, to the owners of the Product(s) or any member of the public regarding the advisability of investing in securities generally or in the Product(s) particularly or the ability of the CNX Midcap Index to track general stock market performance in India. The relationship of IISL to the Licensee is only in respect of the licensing of certain trademarks and trade names of its Index which is determined, composed and calculated by IISL without regard to the Licensee or the Product(s). IISL does not have any obligation to take the needs of the Licensee or the owners of the Product(s) into consideration in determining, composing or calculating the CNX Midcap Index. IISL is not responsible for or has participated in the determination of the timing of, prices at, or quantities of the Product(s) to be issued or in the determination or calculation of the equation by which the Product(s) is to be converted into cash. IISL has no obligation or liability in connection with the administration, marketing or trading of the Product(s)”. (ii) IISL do not guarantee the accuracy and/or the completeness of the CNX Midcap Index or any data included therein and they shall have no liability for any errors, omissions, or interruptions therein. IISL does not make any warranty, express or implied, as to results to be obtained by the Licensee, owners of the product(s), or any other person or entity from the use of the CNX Midcap Index or any data included therein. IISL makes no express or implied warranties, and expressly disclaim all warranties of merchantability or fitness for a particular purpose or use with respect to the Index or any data included therein. Without limiting any of the foregoing, IISL expressly disclaim any and all liability for any damages or losses arising out of or related to the Products, including any and all direct, special, punitive, indirect, or consequential damages (including lost profits), even if notified of the possibility of such damages”. Wherever the informational material referred to in above clause is in a language other than English, the disclaimer included in such informational material shall be true and complete translation of the disclaimers in English mentioned above. (d) The Licensee undertakes to include the statement mentioned below in any informational materials pertaining to and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule II:- “an investor, by subscribing or purchasing an interest in the Product(s), will be regarded as having acknowledged, understood and accepted the disclaimer referred to in Clauses above and will be bound by it. “ (e) Each Party represents and warrants to the other that it has the authority and necessary consents, approvals and licenses to enter into and performthis Agreement according to its terms and that its performance does not violate its constitutional documents or any laws, regulations or agreements applicable to it. (f) Licensee represents and warrants to IISL that the Product(s) shall at all times comply with the description in Schedule IIall applicable laws, rules and regulations relating to its activities under this Agreement. (g) Licensee 20.2 Except for the foregoing, Sxxxxxxx makes no warranty or representation of any kind, either express or implied, including the warranties of satisfactory quality, fitness for a particular purpose and merchantability and any representation or any warranty that the development, manufacture, use or sale of Product will not infringe the intellectual property rights of any third party. 20.3 Without limiting the foregoing, Sxxxxxxx does not give any warranty that the results of the Services do not infringe third party rights, are fit for any particular purpose, or that any patent applications made or licensed pursuant to this Agreement will result in valid, granted patents, or that that the Products ultimately will achieve commercially viable sales.The Purchaser represents and warrants to IISL that it Sterling that: 20.3.1 the Purchaser shall at all times comply with all applicable laws, rules and regulations relating to its activities under this Agreement, and its transportation, export, handling, storage, marketing, sale, distribution or other use by the Purchaser of any Product delivered hereunder or of any End-Product or other drug product into which any Product is incorporated by or on behalf of the Purchaser; 20.3.2 the Purchaser has obtained all necessary approvals, consents the unencumbered right to disclose its Confidential Information to Sxxxxxxx and authorizations regarding to authorise Sxxxxxxx to use the Product(s) and that it shall not violate Confidential Information for the purposes of performing Sterling’s obligations under this Agreement; 20.3.3 use of any applicable law, including but not limited to banking, commodities and securities laws. (h) IISL represents and warrants to of the Licensee that it has obtained all necessary approvals, consents, registrations and authorizations regarding Purchaser’s Confidential Information by Sxxxxxxx for the Indices and IISL Marks and that it shall not violate any applicable law, including but not limited to banking, commodities and securities laws. (i) Neither Party shall have any liability for lost profits or indirect, punitive, special or consequential damages arising out purposes of this Agreement, even if notified including without limitation, the manufacturing of the possibility Product by Sterling and any required intermediate compounds, and the sale of such damages. Without diminishing the disclaimers Product by Sxxxxxxx contemplated hereunder, will not infringe the Intellectual Property Rights of any third party; 20.3.4 the use, distribution or sale by the Purchaser of Products, or of any End-Product or of any other product the manufacture of which uses or incorporates the Product will not infringe the Intellectual Property Rights of any third party; and 20.3.5 it shall be responsible for the completeness, suitability, legal compliance, accuracy and limitations set forth timely delivery of all necessary information, goods and materials to enable Sterling to Develop or Manufacture the Product in sub-clauses (c) to (h) of Clause 8, in no event shall accordance with the cumulative liability of IISL to Licensee exceed the average License Fees actually paid to IISL hereunder (j) The provisions of this Clause 8 shall survive any termination terms of this Agreement.

Appears in 1 contract

Samples: Master Services Agreement (AIM ImmunoTech Inc.)

Warranties and Disclaimers. (a) IISL represents and 7.1 THE EXPRESSED WARRANTIES HEREIN CONTAINED ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. RSI warrants that it MOD5 HARDWARE and MOD5 SOFTWARE as delivered will operate substantially as indicated in documentation provided by RSI. RSI will promptly replace or adjust any defective component of MOD5 HARDWARE, or MOD5 SOFTWARE, except for HARDWARE CONSUMABLES. Within a period of two (2) years after delivery of MOD5 HARDWARE and MOD5 SOFTWARE components, DEI shall examine and test same to determine that each component thereof is in proper working order and capable of operating as indicated in said documentation provided by RSI. DEI shall promptly, upon discovery, notify RSI of any alleged deficiency which may exist. 7.2 RSI warrants the MOD5 HARDWARE AND MOD5 SOFTWARE as delivered by RSI under this Agreement shall not infringe the copyrights or patent rights of a third party existing on their INSTALLATION DATE. Upon prompt written notice from DEI providing all pertinent details of a claim of such asserted infringement, RSI undertakes to investigate and at RSI's expense to settle or to defend against such a claim, provided DEI grants any necessary authority and gives its full support and cooperation, or to obtain the right for DEI to continue to use the SYSTEM, or to replace or modify the allegedly infringing components of the SYSTEM which RSI has the absolute, clear, marketable and unencumbered right and authority so delivered to grant the rights and license granted avoid any such claim that is found to Licensee herein subject be valid. Without prejudice to the terms and conditions of this Agreement. (b) Licensee warrants that it shall not permit:- i. any affiliated Party including the Licensee itself or ii. any other third Party to design any product(s) based upon the Product(s) mentioned in Schedule II of this Agreement, Indices or IISL Marks and in the event any such Party as aforesaid designs or has designed such product(s) for offering it to the investors to the knowledge of the Licensee, the Licensee shall use its best efforts to intimate the same to IISL as soon as reasonably practicable and shall co-operate with IISL by way of providing relevant information in the purposes of restraining such third Party from the usage of such product(s). Notwithstanding anything herein contained, if any such affiliated Parties including the Licensee design any product(s) based upon the Product(s) mentioned in Schedule II of this Agreement and such products are using the Indices or the IISL Marks, then the Licensee warrants that it shall be responsible to take necessary steps for and on the behalf of such affiliates to obtain IISL’s authorization immediately by the way of a License for the Indices described in Schedule I by executing a Licensing Agreement with IISL and by paying the Licensing Fees as may be applicable at the time of its execution provided however that, any of the aforesaid warranties given by the Licensee in this Clause 8 (b) shall not preclude IISL from taking an appropriate legal action against the Licensee / affiliated Parties of the Licensee for designing any product(s) based upon the Indices or IISL Marks without an appropriate license from IISL. (c) Licensee agrees expressly to bind itself by and furthermore to include all of the following disclaimers clauses set forth below in any Informational Materials pertaining to and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule II, including, without limitation and as applicable, any prospectus, registrations statement, advertisement, brochure, marketing document or other promotional material (collectively the “Informational Materials”) and furnish a copy thereof to IISL: (i) “The Product(s) are not sponsored, endorsed, sold or promoted by India Index Services & Products Limited ("IISL"). IISL does not make any representation or warranty, express or implied, to the owners of the Product(s) or any member of the public regarding the advisability of investing in securities generally or in the Product(s) particularly or the ability of the CNX Midcap Index to track general stock market performance in India. The relationship of IISL to the Licensee is only in respect of the licensing of certain trademarks and trade names of its Index which is determined, composed and calculated by IISL without regard to the Licensee or the Product(s). IISL does not have any obligation to take the needs of the Licensee or the owners of the Product(s) into consideration in determining, composing or calculating the CNX Midcap Index. IISL is not responsible for or has participated in the determination of the timing of, prices at, or quantities of the Product(s) to be issued or in the determination or calculation of the equation by which the Product(s) is to be converted into cash. IISL has no obligation or liability in connection with the administration, marketing or trading of the Product(s)”. (ii) IISL do not guarantee the accuracy and/or the completeness of the CNX Midcap Index or any data included therein and they shall have no liability for any errors, omissions, or interruptions therein. IISL does not make any warranty, express or implied, as to results to be obtained by the Licensee, owners of the product(s), or any other person or entity from the use of the CNX Midcap Index or any data included therein. IISL makes no express or implied warranties, and expressly disclaim all warranties of merchantability or fitness for a particular purpose or use with respect to the Index or any data included therein. Without limiting any generality of the foregoing, IISL expressly disclaim such expense shall extend to reasonable attorneys' fees incurred by DEI in respect of such claim. If an award is rendered against DEI, in any and all liability litigation that RSI defends hereunder for any damages or losses arising out of or related to infringement by the Products, including any and all direct, special, punitive, indirect, or consequential damages (including lost profits), even if notified components of the possibility of such damages”. Wherever SYSTEM which RSI has so delivered, then RSI shall reimburse DEI for damages and costs awarded by the informational material referred judicial authority in respect to in above clause is in a language other than English, the disclaimer included in such informational material shall be true and complete translation of the disclaimers in English mentioned abovethose components. (d) The Licensee undertakes 7.3 DEI acknowledges that it is responsible for each APPLICATION PROGRAM and is not relying on RSI's skill or judgment to include the statement mentioned below select or furnish goods suitable for operations of a particular process and that there are no warranties which are not contained in any informational materials pertaining to and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule II:- “an investor, by subscribing or purchasing an interest in the Product(s), will be regarded as having acknowledged, understood and accepted the disclaimer referred to in Clauses above and will be bound by itthis Agreement. “ (e) Each Party represents and warrants to the other DEI acknowledges that it has made the authority and necessary consents, approvals and licenses to enter into and performthis Agreement according to its terms and that its performance does not violate its constitutional documents or any laws, regulations or agreements applicable to it. (f) Licensee represents and warrants to IISL that selection of the Product(s) shall at all times comply with the description in Schedule II. (g) Licensee represents and warrants to IISL that it has obtained all necessary approvals, consents and authorizations regarding the Product(s) and that it SYSTEM. RSI shall not violate any applicable lawbe liable for special, including but not limited to banking, commodities and securities laws. (h) IISL represents and warrants to the Licensee that it has obtained all necessary approvals, consents, registrations and authorizations regarding the Indices and IISL Marks and that it shall not violate any applicable law, including but not limited to banking, commodities and securities laws. (i) Neither Party shall have any liability for lost profits or indirect, punitive, special incidental or consequential damages arising out of or in connection with the performance of the SYSTEM. RSI shall not be responsible for any loss or damage caused by, nor shall any sums due hereunder xxxxx by reason of, any interruption in or loss of service or use of the equipment or any part thereof arising from any reason not solely attributable to RSI. Without limiting the generality of the foregoing, examples of the foregoing include errors in the APPLICATION PROGRAM, normal wear and tear of the SYSTEM, or gradual deterioration of the SYSTEM. 7.4 RSI's total obligation after INSTALLATION DATE under this Article shall in no event exceed fifty percent (50%) of the total amount of the fees actually received by RSI under this Agreement. 7.5 DEI may terminate this Agreement by written notice to RSI if RSI defaults in the performance of any of its material obligations hereunder. For the purpose of this Agreement, even if notified a notice by facsimile shall be deemed a written notice and shall be effective on receipt. DEI does not waive any other remedies that may be available to it by operation of the possibility of such damages. Without diminishing the disclaimers and limitations set forth in sub-clauses (c) to (h) of Clause 8, in no event shall the cumulative liability of IISL to Licensee exceed the average License Fees actually paid to IISL hereunder (j) The provisions of this Clause 8 shall survive any termination of this Agreementlaw or otherwise.

Appears in 1 contract

Samples: Computerized Process Control Agreement (Destec Energy Inc)

Warranties and Disclaimers. (a) IISL represents and 9.1. DI warrants that it has the absoluteWork Product, clear, marketable furnished hereunder and unencumbered right and authority to grant used within the rights and license granted to Licensee herein subject to the terms and conditions of this Agreement. (b) Licensee warrants that it shall not permit:- i. any affiliated Party including the Licensee itself or ii. any other third Party to design any product(s) based upon the Product(s) mentioned in Schedule II scope of this Agreement, Indices shall not infringe or IISL Marks and in the event any such Party misappropriate a U.S. patent issued as aforesaid designs or has designed such product(s) for offering it to the investors to the knowledge of the LicenseeEffective Date, copyright, trademark or trade secret of a third party. As Customer’s exclusive remedy under the Licensee shall use its best efforts to intimate warranty set forth herein and the same to IISL as soon as reasonably practicable and shall co-operate with IISL by way sole obligation of providing relevant information in the purposes of restraining such third Party from the usage of such product(s). Notwithstanding anything herein contained, if any such affiliated Parties including the Licensee design any product(s) based upon the Product(s) mentioned in Schedule II DI for breach of this Agreement warranty, DI will, at its sole option and such products are using expense, choose to (a) modify the Indices or the IISL Marks, then the Licensee warrants infringing Work Product so that it shall be responsible to take necessary steps for and on the behalf of such affiliates to obtain IISL’s authorization immediately by the way of a License for the Indices described in Schedule I by executing a Licensing Agreement with IISL and by paying the Licensing Fees as may be applicable at the time of its execution provided however that, any of the aforesaid warranties given by the Licensee in this Clause 8 is non-infringing; (b) shall not preclude IISL from taking an appropriate legal action against replace the Licensee / affiliated Parties of the Licensee for designing any product(s) based upon the Indices or IISL Marks without an appropriate license from IISL. infringing Work Product with non-infringing Work Product which is functionally equivalent; (c) Licensee agrees expressly obtain a license for Customer to bind itself by and furthermore continue to include all use the Work Product as provided hereunder at no cost to Customer; or if none of the following disclaimers clauses set forth below in any Informational Materials pertaining to and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule II(a), including, without limitation and as applicable, any prospectus, registrations statement, advertisement, brochure, marketing document or other promotional material (collectively the “Informational Materials”) and furnish a copy thereof to IISL: (i) “The Product(s) are not sponsored, endorsed, sold or promoted by India Index Services & Products Limited ("IISL"). IISL does not make any representation or warranty, express or implied, to the owners of the Product(s) or any member of the public regarding the advisability of investing in securities generally or in the Product(s) particularly or the ability of the CNX Midcap Index to track general stock market performance in India. The relationship of IISL to the Licensee is only in respect of the licensing of certain trademarks and trade names of its Index which is determined, composed and calculated by IISL without regard to the Licensee or the Product(s). IISL does not have any obligation to take the needs of the Licensee or the owners of the Product(s) into consideration in determining, composing or calculating the CNX Midcap Index. IISL is not responsible for or has participated in the determination of the timing of, prices at, or quantities of the Product(s) to be issued or in the determination or calculation of the equation by which the Product(s) is to be converted into cash. IISL has no obligation or liability in connection with the administration, marketing or trading of the Product(s)”. (ii) IISL do not guarantee the accuracy and/or the completeness of the CNX Midcap Index or any data included therein and they shall have no liability for any errors, omissions, or interruptions therein. IISL does not make any warranty, express or implied, as to results to be obtained by the Licensee, owners of the product(sb), or any other person or entity (c) is commercially reasonable, then (d) terminate the license for the infringing Work Product and refund the prorated Fees paid for the infringing Work Product, based on a five (5) year period from the use of the CNX Midcap Index or any data included thereinEffective Date. IISL makes no express or implied warranties, and expressly disclaim all warranties of merchantability or fitness for a particular purpose or use with respect to the Index or any data included thereinTHIS SECTION STATES THE ENTIRE LIABILITY AND OBLIGATION OF DI AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND RECOURSE WITH RESPECT TO ANY ACTUAL OR ALLEDGED INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD PARTY’S RIGHTS BY THE WORK PRODUCT. Without limiting any of Notwithstanding the foregoing, IISL expressly disclaim this warranty obligation shall not extend to any and all liability for any damages or losses claims of infringement arising out of or related to the Products, including any and all direct, special, punitive, indirect, or consequential damages (including lost profits), even if notified i) use of the possibility Work Product outside the scope of the Documentation, (ii) a modification of the Work Product by anyone other than DI or its authorized agent; (ii) the incorporation into the Work Product of any feature or information provided by or requested by Customer; (iii) a combination of the Work Product with any third party software or equipment not specified in the Documentation, where such combination is the cause of such damages”. Wherever infringement; or (iv) the informational material referred to in above clause is in use of a language version of the Work Product other than Englishthe then-current version made available to Customer, if the disclaimer included in such informational material shall be true and complete translation infringement would have been avoided by use of the disclaimers in English mentioned abovethen-current version and Customer has been made aware of this fact by DI. (d) The Licensee undertakes to include the statement mentioned below in any informational materials pertaining to and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule II:- “an investor, by subscribing or purchasing an interest in the Product(s), will be regarded as having acknowledged, understood and accepted the disclaimer referred to in Clauses above and will be bound by it9.2. “ (e) Each Party Customer represents and warrants to the other that it owns or has obtained all rights in the authority materials and data (including Customer/patient information) necessary consents, approvals so that DI’s use of such materials and licenses data to enter into and performthis Agreement according provide Services to its terms and that its performance Customer does not violate its constitutional documents any intellectual property rights or any laws, regulations or agreements applicable to itother rights (e.g. privacy) of a third party. (f) Licensee represents and 9.3. DI warrants to IISL that the Product(sServices will be performed with reasonable skill and care by competent and trained personnel. As Customer’s exclusive remedy and DI’s sole obligation for breach of this warranty, DI shall use commercially reasonable efforts to correct defective Services at no additional charge to Customer, provided that Customer gives DI specific written notice of the defective Services within thirty (30) shall at all times comply with days after the description in Schedule IIServices are performed. 9.4. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AND ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO CUSTOMER IN THEIR JURISDICTION, DI DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS AND OTHER TERMS (g) Licensee represents and warrants to IISL that it has obtained all necessary approvalsWHETHER ORAL, consents and authorizations regarding the Product(s) and that it shall not violate any applicable lawWRITTEN, including but not limited to bankingEXPRESS OR IMPLIED), commodities and securities lawsWHETHER STATUTORY, ARISING BY LAW OR CUSTOM, USAGE OR OTHERWISE, RELATING TO THIS AGREEMENT OF THE SERVICES AND WORK PRODUCT, INCLUDING WITHOUT LIMITATION, TO THE FULLEST EXTENT ALLOWABLE BY LAW, TERMS AS TO SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, THIRD PARTY RIGHTS, AND INTEGRATION AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO ANY SERVICES OR WORK PRODUCTS DELIVERED UNDER THIS AGREEMENT. THERE ARE NO WARRANTIES BEYOND THE DESCRIPTION OF THE FACE HEREOF. CUSTOMER IS RESPONSIBLE FOR THE RESULTS TO BE ACHIEVED FROM RECEIVING THE SERVICES AND FROM USING ANY WORK PRODUCT. (h) IISL represents and warrants to the Licensee that it has obtained all necessary approvals, consents, registrations and authorizations regarding the Indices and IISL Marks and that it shall not violate any applicable law, including but not limited to banking, commodities and securities laws. (i) Neither Party shall have any liability for lost profits or indirect, punitive, special or consequential damages arising out of this Agreement, even if notified of the possibility of such damages. Without diminishing the disclaimers and limitations set forth in sub-clauses (c) to (h) of Clause 8, in no event shall the cumulative liability of IISL to Licensee exceed the average License Fees actually paid to IISL hereunder (j) The provisions of this Clause 8 shall survive any termination of this Agreement.

Appears in 1 contract

Samples: Professional Services Agreement

Warranties and Disclaimers. (a) IISL represents and warrants that it has the absolute, clear, marketable and unencumbered right and authority to grant the rights and license granted to Licensee herein subject to the terms and conditions of this Agreement. (b) The Licensee warrants that it will make all reasonable endeavours to ensure that any End User utilising the Licensing Products also comply with the terms of the Agreement including Clauses 5, 9, 11, and 19. b) The Company warrants that during the Warranty Period, the Licensed Products shall not permit:- i. any affiliated Party including the Licensee itself or ii. any other third Party to design any product(s) based upon the Product(s) mentioned in Schedule II of this Agreement, Indices or IISL Marks and perform all material functions set out in the event any Documentation for such Party as aforesaid designs or has designed Licensed Products and shall otherwise operate in substantial accordance with such product(s) for offering it Documentation. If during the Warranty Period the Licensed Products fail to the investors to the knowledge of the Licenseecomply with this warranty, the Licensee shall use its best efforts to intimate notify the same to IISL as soon Company in writing of any alleged errors or non- conformities with the Licensed Products. The Company shall, thereafter, have thirty (30) days or such additional period of time as reasonably practicable and shall coagreed by the Parties in writing to correct such errors or non- conformities in accordance with the Support Guidelines. If the Company is unable to timely correct such errors or non-operate conformities, the Licensee may elect to terminate the licence to such Licensed Products. If Licensee terminates the licence to such Licensed Products during the Warranty Period in accordance with IISL by way this Clause 17, the Licensee shall, as its exclusive remedy, receive a refund of providing relevant information all fees previously paid for such Licensed Products. c) If it is determined that the Licensed Products do not perform as warranted, the Company’s only responsibility will be to use reasonable efforts, consistent with industry standards, to cure the defect in the purposes of restraining such third Party from the usage of such product(saccordance with sub-clause b). Notwithstanding anything herein contained, if any such affiliated Parties including The Company does not represent that the Licensee design any product(s) based upon the Product(s) mentioned in Schedule II of this Agreement and such products Licensed Products are using the Indices error free or the IISL Marks, then the Licensee warrants that it shall be responsible to take necessary steps for and on the behalf of such affiliates to obtain IISL’s authorization immediately by the way of a License for the Indices described in Schedule I by executing a Licensing Agreement with IISL and by paying the Licensing Fees as may be applicable at the time of its execution provided however that, any of the aforesaid warranties given by the Licensee in this Clause 8 (b) shall not preclude IISL from taking an appropriate legal action against the Licensee / affiliated Parties of the Licensee for designing any product(s) based upon the Indices or IISL Marks without an appropriate license from IISL. (c) Licensee agrees expressly to bind itself by and furthermore to include will satisfy all of the following disclaimers clauses Licensee’s requirements. d) Except for the express warranties set forth below in any Informational Materials pertaining to these Conditions, the Licensed Products and related services are provided "as is" and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule IImaximum extent permitted under applicable law, includingall other warranties, without limitation conditions and as applicablerepresentations, any prospectus, registrations statement, advertisement, brochure, marketing document or other promotional material (collectively the “Informational Materials”) and furnish a copy thereof to IISL: (i) “The Product(s) are not sponsored, endorsed, sold or promoted by India Index Services & Products Limited ("IISL"). IISL does not make any representation or warranty, whether express or implied, to the owners of the Product(s) verbal, statutory or any member of the public regarding the advisability of investing in securities generally or in the Product(s) particularly or the ability of the CNX Midcap Index to track general stock market performance in India. The relationship of IISL to the Licensee is only in respect of the licensing of certain trademarks and trade names of its Index which is determined, composed and calculated by IISL without regard to the Licensee or the Product(s). IISL does not have any obligation to take the needs of the Licensee or the owners of the Product(s) into consideration in determining, composing or calculating the CNX Midcap Index. IISL is not responsible for or has participated in the determination of the timing of, prices at, or quantities of the Product(s) to be issued or in the determination or calculation of the equation by which the Product(s) is to be converted into cash. IISL has no obligation or liability in connection with the administration, marketing or trading of the Product(s)”. (ii) IISL do not guarantee the accuracy and/or the completeness of the CNX Midcap Index or any data included therein and they shall have no liability for any errors, omissions, or interruptions therein. IISL does not make any warranty, express or implied, as to results to be obtained by the Licensee, owners of the product(s), or any other person or entity from the use of the CNX Midcap Index or any data included therein. IISL makes no express or implied warrantiesotherwise, and expressly disclaim all warranties of merchantability whether arising under these Conditions or fitness for a particular purpose or use with respect to the Index or any data included therein. Without limiting any of the foregoing, IISL expressly disclaim any and all liability for any damages or losses arising out of or related to the Products, including any and all direct, special, punitive, indirect, or consequential damages (including lost profits), even if notified of the possibility of such damages”. Wherever the informational material referred to in above clause is in a language other than English, the disclaimer included in such informational material shall be true and complete translation of the disclaimers in English mentioned above. (d) The Licensee undertakes to include the statement mentioned below in any informational materials pertaining to and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule II:- “an investor, by subscribing or purchasing an interest in the Product(s), will be regarded as having acknowledged, understood and accepted the disclaimer referred to in Clauses above and will be bound by it. “ (e) Each Party represents and warrants to the other that it has the authority and necessary consents, approvals and licenses to enter into and performthis Agreement according to its terms and that its performance does not violate its constitutional documents or any laws, regulations or agreements applicable to it. (f) Licensee represents and warrants to IISL that the Product(s) shall at all times comply with the description in Schedule II. (g) Licensee represents and warrants to IISL that it has obtained all necessary approvals, consents and authorizations regarding the Product(s) and that it shall not violate any applicable lawotherwise are hereby excluded, including but not limited to bankingto, commodities and securities lawsany warranty of satisfactory quality, fitness for a particular purpose, course of dealing, course of performance or usage in trade. (h) IISL represents and warrants to the Licensee that it has obtained all necessary approvals, consents, registrations and authorizations regarding the Indices and IISL Marks and that it shall not violate any applicable law, including but not limited to banking, commodities and securities laws. (i) Neither Party shall have any liability for lost profits or indirect, punitive, special or consequential damages arising out of this Agreement, even if notified of the possibility of such damages. Without diminishing the disclaimers and limitations set forth in sub-clauses (c) to (h) of Clause 8, in no event shall the cumulative liability of IISL to Licensee exceed the average License Fees actually paid to IISL hereunder (je) The provisions Licensed Products may contain a disabling device to prevent use beyond the term of this Clause 8 shall survive a Subscription Licence or in excess of any termination of this Agreementvolume restrictions as set out in an order.

Appears in 1 contract

Samples: Software License Agreement

Warranties and Disclaimers. (a) IISL represents and 8.1 ThoughtWire warrants that it has the absolute, clear, marketable and unencumbered right and authority is entitled to grant license and otherwise make available the rights and license granted ThoughtWire Application to Licensee herein subject to You in accordance with the terms and conditions of this Agreementset out in the XXXX. Notwithstanding the foregoing, no warranties shall apply to the license types referred to in Section 3.1. (b) Licensee 8.2 ThoughtWire warrants that it shall not permit:- i. any affiliated Party including the Licensee itself or iiThoughtWire Application will perform substantially in accordance with its purpose. any other third Party to design any product(s) based upon the Product(s) mentioned in Schedule II of this Agreement, Indices or IISL Marks ThoughtWire’s sole obligation and in the event any such Party as aforesaid designs or has designed such product(s) for offering it to the investors to the knowledge of the Licensee, the Licensee shall use its best efforts to intimate the same to IISL as soon as reasonably practicable and shall co-operate with IISL by way of providing relevant information in the purposes of restraining such third Party from the usage of such product(s). Notwithstanding anything herein contained, if any such affiliated Parties including the Licensee design any product(s) based upon the Product(s) mentioned in Schedule II of this Agreement and such products are using the Indices or the IISL Marks, then the Licensee warrants that it shall be responsible to take necessary steps for and on the behalf of such affiliates to obtain IISL’s authorization immediately by the way of a License for the Indices described in Schedule I by executing a Licensing Agreement with IISL and by paying the Licensing Fees as may be applicable at the time of its execution provided however that, any of the aforesaid warranties given by the Licensee in this Clause 8 (b) shall not preclude IISL from taking an appropriate legal action against the Licensee / affiliated Parties of the Licensee for designing any product(s) based upon the Indices or IISL Marks without an appropriate license from IISL. (c) Licensee agrees expressly to bind itself by and furthermore to include all of the following disclaimers clauses set forth below in any Informational Materials pertaining to and to be used in connection with the Indices mentioned in Schedule I or the Product(s) specified in Schedule II, including, without limitation and as applicable, any prospectus, registrations statement, advertisement, brochure, marketing document or other promotional material (collectively the “Informational Materials”) and furnish a copy thereof to IISL: (i) “The Product(s) are not sponsored, endorsed, sold or promoted by India Index Services & Products Limited ("IISL"). IISL does not make any representation or warranty, express or implied, to the owners of the Product(s) or any member of the public regarding the advisability of investing in securities generally or in the Product(s) particularly or the ability of the CNX Midcap Index to track general stock market performance in India. The relationship of IISL to the Licensee is only in respect of the licensing of certain trademarks and trade names of its Index which is determined, composed and calculated by IISL without regard to the Licensee or the Product(s). IISL does not have any obligation to take the needs of the Licensee or the owners of the Product(s) into consideration in determining, composing or calculating the CNX Midcap Index. IISL is not responsible for or has participated in the determination of the timing of, prices at, or quantities of the Product(s) to be issued or in the determination or calculation of the equation by which the Product(s) is to be converted into cash. IISL has no obligation or liability in connection with the administration, marketing or trading of the Product(s)”. (ii) IISL do not guarantee the accuracy and/or the completeness of the CNX Midcap Index or any data included therein and they shall have no liability for any errors, omissions, or interruptions therein. IISL does not make any warranty, express or implied, as to results to be obtained by the Licensee, owners of the product(s), or any other person or entity from the use of the CNX Midcap Index or any data included therein. IISL makes no express or implied warranties, and expressly disclaim all warranties of merchantability or fitness for a particular purpose or use Your sole remedy with respect to the Index foregoing warranty shall be, at ThoughtWire's option, to fix the defect or any data included therein. Without limiting any non-compliance with specifications, or to replace the defective ThoughtWire Application, provided that (i) You give notice of the foregoingdefect to ThoughtWire as soon as possible after discovery of such defect, IISL expressly disclaim any and all liability for any damages or losses arising out of or related (ii) the defect does not fall under the exclusions set under Section 8.4 below. 8.3 ThoughtWire’s warranty shall be excluded to the Products, including any and all direct, special, punitive, indirect, extent the ThoughtWire Application has been altered or consequential damages (including lost profits), even if notified of the possibility of such damages”. Wherever the informational material referred fails to in above clause is in a language other than English, the disclaimer included in such informational material shall be true and complete translation of the disclaimers in English mentioned above. (d) The Licensee undertakes to include the statement mentioned below perform in any informational materials pertaining to and to be used in connection with way as the Indices mentioned in Schedule I result of: (i) Your negligent or the Product(s) specified in Schedule II:- “an investor, by subscribing or purchasing an interest in the Product(s), will be regarded as having acknowledged, understood and accepted the disclaimer referred to in Clauses above and will be bound by it. “ (e) Each Party represents and warrants to the other that it has the authority and necessary consents, approvals and licenses to enter into and performthis Agreement according to its terms and that its performance does not violate its constitutional documents or any laws, regulations or agreements applicable to it. (f) Licensee represents and warrants to IISL that the Product(s) shall at all times comply with the description in Schedule II. (g) Licensee represents and warrants to IISL that it has obtained all necessary approvals, consents and authorizations regarding the Product(s) and that it shall not violate any applicable lawunauthorized use, including but not limited to bankingthe use of the ThoughtWire Application with third party products (hardware, commodities and securities lawssoftware, firmware or operating system) which are not intended by ThoughtWire for use with the ThoughtWire Application, (ii) the unauthorized maintenance of the ThoughtWire Application, or (iv) Your failure to implement the ThoughtWire Application update or upgrade (if applicable) made available to You by ThoughtWire pursuant to Section 5.4. Laws of some countries (either on federal, provincial or state level) do not allow limitations on duration of an express or implied warranty, so the above or any other limitation provided herein may not apply to You. In such event, such warranties are limited to the minimum warranty period legally allowed in said countries. 8.4 TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW (h) IISL represents and warrants to the Licensee that it has obtained all necessary approvalsON FEDERAL, consentsPROVINCIAL OR STATE LEVEL, registrations and authorizations regarding the Indices and IISL Marks and that it shall not violate any applicable lawAS APPLICABLE), including but not limited to bankingTHOUGHTWIRE MAKES NO WARRANTY OTHER THAN THOSE CONTAINED IN THIS SECTION 8 AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OR REPRESENTATIONS, commodities and securities lawsEITHER EXPRESS OR IMPLIED, AS TO THE THOUGHTWIRE APPLICATIONAND ITS UPDATES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT OR TITLE. FURTHER, WHILE THOUGHTWIRE HAS TAKEN REASONABLE STEPS TO ENSURE THE ACCURACY OF THE INFORMATION CONTAINED IN OR SHOWN BY THE THOUGHTWIRE APPLICATION , THOUGHTWIRE MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO WHETHER THE THOUGHTWIRE APPLICATION OR ANY INFORMATION CONTAINED IN OR SHOWN BY THE THOUGHTWIRE APPLICATIONWILL MEET YOUR REQUIREMENTS, EXPECTATIONS OR PURPOSES OR WHETHER THE OPERATION OF THE THOUGHTWIRE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE THOUGHTWIRE APPLICATION WILL BE PROTECTED AGAINST ALL POSSIBLE SECURITY THREATS, INTERNET THREATS OR OTHER THREATS OR INTERRUPTIONS. (i) Neither Party 8.5 No oral or written information, statement, opinion or advice allegedly given by ThoughtWire, its authorized resellers, agents or employees, or anyone else on its behalf, shall have create any liability for lost profits or indirect, punitive, special in any way extend or consequential damages arising out of this Agreement, even if notified vary the scope of the possibility of such damages. Without diminishing the disclaimers and limitations set forth warranties expressed in sub-clauses (c) to (h) of Clause 8, in no event shall the cumulative liability of IISL to Licensee exceed the average License Fees actually paid to IISL hereunder (j) The provisions of this Clause 8 shall survive any termination of this AgreementXXXX.

Appears in 1 contract

Samples: End User License Agreement

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