WARRANTIES AND LIMITATIONS ON LIABILITY. A. Provider shall be liable to Customer for failure to provide Services, but only if such failure(s) is due to the negligence of Provider and not excused by either of the following: 1) Provider shall not be liable for any damages incurred as a result of the errors, omissions or negligence of Customer, its personnel, employees, agents or users; 2) Provider shall not be liable for failure to perform if such failure is caused by acts of God, winds, fires, landslide, floods, droughts, famines, acts of public enemies, insurrection, military action, sabotage, riots, or civil disturbances, failure of a utility or utility type service which is essential to the Provider's Service or other event(s) not reasonably within the control of the Provider.
B. Customer may utilize the Services provided for educational and educational administrative related activities only. Where the Services provided include access to the networks, Provider does not warrant that the functions of the network will meet any specific Customer or user requirements, or that Services provided will be error free or uninterrupted; nor shall Provider be liable for any indirect, incidental, special or consequential damages (including as a result of loss of data or misinformation) sustained in connection with the use, operation, or inability to use the Provider Services by Customer or its users. Further, Customer understands and agrees that Provider will exercise no control over the information that Customer and users may transmit and access as a result of the provision of Services by Provider and that, therefore, Customer will make no claim against Provider for the internet service uses, including transmission, downloading or uploading of information that is offensive, a violation of the law, or the actionable violation of others' rights. Unless special arrangements are made and appended to this Agreement, Provider will not routinely monitor Customer's activities or pupil access to any of the interconnected systems. Any filters or screening devices are limited to those in existence at the date of this Agreement or for which Provider subsequently installs. Provider is not under any duty to install or modify filters or screening programs. Provider does not warrant the accuracy or appropriateness of any information contained in the interconnected systems. Some material contained in the interconnected systems may be inappropriate for school aged pupils.
C. Provider assumes no responsibility for controlling...
WARRANTIES AND LIMITATIONS ON LIABILITY. A. SCHOOL EXPRESSLY AGREES THAT USE OF META’S SERVICES UNDER THIS AGREEMENT ARE AT SCHOOL’S SOLE RISK. THESE SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR DUTY, MERCHANTABILITY, NONINFRINGEMENT, OR WARRANTIES ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE GIVEN BY META’S EMPLOYEES, AGENTS, OR INDEPENDENT CONTRACTORS, OR THE EMPLOYEES OF META’S AGENTS OR INDEPENDENT CONTRACTORS, SHALL CREATE ANY WARRANTY OF ANY KIND. UPLOADING, DOWNLOADING, STORING, TRANSMITTING, AND OTHERWISE ACCESSING OR DISTRIBUTING INFORMATION VIA THE SERVICES BY SCHOOL AND/OR ITS USERS IS AT SCHOOL’S OWN RISK.
B. META DOES NOT WARRANT THAT THE FUNCTIONS OF THE SOFTWARE WILL MEET ANY SPECIFIC SCHOOL OR USER REQUIREMENTS, OR THAT SERVICES PROVIDED WILL BE ERROR FREE OR UNINTERRUPTED; NOR SHALL META BE LIABLE FOR ANY ACTUAL DAMAGES OR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING AS A RESULT OF LOSS OF DATA OR MISINFORMATION) SUSTAINED IN CONNECTION WITH THE USE, OPERATION, OR INABILITY TO USE META’S SERVICES BY SCHOOL OR ITS USERS. THE AGGREGATE LIABILITY OF META FOR ALL ACTIONS IN CONTRACT AND/OR TORT (INCLUDING NEGLIGENCE AND PRODUCTS LIABILITY) SHALL BE LIMITED TO THE FEES PAID BY SCHOOL IN THE SIX (6) MONTHS PRECEDING THE DATE THE CLAIM ARISES.
C. School understands and agrees that Meta will exercise no control over the information that School and its Users may transmit and receive as a result of the provision of Services by Meta. School assumes full responsibility for any and all access to, transmission and usage information accessed or sent by its Users through the Services.
D. School understands and agrees that Meta shall have no responsibility for School’s or its Users’ accessing or transmitting offensive or unlawful information, interference or unlawful access to others’ information or networks, or other offense or unlawful activity for which Meta’s Services may be used.
E. School agrees that Meta shall not be liable for failure to provide Services if such failure is caused by acts of God, epidemics, lightning, winds, fires, landslides, floods, earthquakes, droughts, famines, acts of public enemies, explosions, insurrection, military action, sabotage, riots, civil disturbances, failure of a utility or utility-type services which is essential for Meta to provide the Services, or other ...
WARRANTIES AND LIMITATIONS ON LIABILITY a. The disclosing party warrants that it has the right to provide access to, disclose and use, the Confidential Information to be provided hereunder.
b. The receiving party shall not be liable to the other parties for:
(i) Inadvertent use, publication, or dissemination of the Confidential Information received hereunder provided that: (a) it uses the same degree of care in safeguarding such information as it uses for its own information of like importance; and (b) upon discovery of such, it shall take appropriate steps to prevent any further inadvertent use, publication, or dissemination; and/or
(ii) Unauthorized use, publication or dissemination of the Confidential Information received hereunder by persons who are or have been in its employ, unless it fails to safeguard such information with the same degree of care as it uses for its own proprietary information of like importance and provided that the receiving party uses such Confidential Information in accordance with applicable laws.
c. Any similarity between the Confidential Information and any other information, regardless of medium, whether verbal or written, as well as contracts and/or services acquired from third parties or developed by the receiving party, or Affiliates independently through its or their own efforts, thought, labor and ingenuity shall not constitute any violation of this Agreement and shall not subject the receiving party to any liability whatsoever.
d. The receiving party shall use the Confidential Information solely for purposes contemplated by this Agreement and shall not disclose the Confidential Information except as expressly provided herein.
e. In the event the receiving party receives a request to disclose all or any part of the Confidential Information under the terms of a valid subpoena or order issued by a court of competent jurisdiction or by a governmental body, the receiving party agrees to: (i) notify the disclosing party promptly of such request; and (ii) provide the disclosing party with reasonable assistance in obtaining an order or other reliable assurances that confidential treatment will be accorded to such portion of the Confidential Information that the disclosing party so designates.
f. The receiving party understands that neither the disclosing party nor any of its representatives or designees have made or make any representation or warranty as to the accuracy or completeness of the Confidential Information.
WARRANTIES AND LIMITATIONS ON LIABILITY. 9.1 Each Party hereby represents and warrants that:
(a) All work to performed in connection with the development, update, support and maintenance of its software, and other services performed under this Agreement shall be performed in a prompt, professional and workmanlike manner.
(b) Its software shall be free of defects in material and workmanship.
(c) Each Party will be solely responsible for its own software and its own operations, and the other Party shall not have any responsibilities or liabilities therefor.
(d) Each Party has full power to enter into and perform this Agreement, and the person signing this Agreement on its behalf has been duly authorized and empowered to enter into this Agreement.
(e) This Agreement does not, and shall not, violate any other agreement of such Party with a third party.
9.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT, AND EACH PARTY HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER PARTY WARRANTS THAT ITS SOFTWARE OR WEB SITE WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION.
9.3 EXCEPT FOR LIABILITY RESULTING FROM FRAUD, GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT, BREACH OF CONFIDENTIALITY, OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND IRRESPECTIVE OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.
WARRANTIES AND LIMITATIONS ON LIABILITY. 5.1 THE PORS IS LICENSED "AS IS," AND PANGAEA DISCLAIMS ANY AND ALL WARRANTIES, EXCEPT AS EXPLICITLY PROVIDED HEREIN, WHETHER EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE PORS WILL OPERATE ERROR-FREE. FURTHER, PANGAEA SHALL HAVE NO OBLIGATION TO SUPPORT, MAINTAIN, ENHANCE, OR UPDATE THE PORS FOR YOU.
5.2 THE PORS RELIES ON DATA FROM THIRD-PARTIES. PANGAEA HAS NO CONTROL OVER THIS DATA AND THEREFORE DOES NOT, IN ANY WAY, WARRANTY THE DATA OR ITS FUTURE AVAILABILITY.
5.3 YOU AGREE THAT PANGAEA, INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, OR REPRESENTATIVES SHALL NOT IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PORS FOR ANY PURPOSE WHATSOEVER.
WARRANTIES AND LIMITATIONS ON LIABILITY. 8.1 SANDISK REPRESENTATIONS.
8.1.1 SanDisk represents and warrants to SmartDisk that no claim of infringement as part of any actual, threatened or imminent legal action of any SanDisk Intellectual Property Right has been made or is pending against SanDisk relating to the SanDisk Card, the Software or the Hardware. SanDisk will promptly notify SmartDisk in the event there is any such claim, or threatened claim of which it is aware, of infringement of any third party's Intellectual Property Rights arising out of the SanDisk Card, the SanDisk Card Updates, the SanDisk Contributions, the Software, the Hardware, or any component thereof.
8.1.2 SanDisk represents and warrants to SmartDisk that to its knowledge after reasonable investigation, SanDisk has the right to enter into this agreement and grant the licenses herein granted.
WARRANTIES AND LIMITATIONS ON LIABILITY. 6.1 AINS warrants that the Services will be provided in a competent and professional manner in accordance with industry standards. Licensee agrees that AINS has not warranted preserving or recovering any data or other information contained in Licensee’s computer systems.
6.2 Licensee warrants and represents that any Licensee representative communicating directly with AINS with respect to the Services shall have sufficient authority and knowledge to assist in investigating, diagnosing, and fixing any technical issues, and will have full knowledge and understanding of Licensee’s obligations under this Agreement and the Software License Agreement.
6.3 ALL SERVICES HEREUNDER ARE PROVIDED “AS IS” AND ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE AND/OR USE OF TRADE.
6.4 Limitation of Liability will be handled in accordance with Appendix A, Section 10K of DIR Contract No. DIR-TSO-4315.
WARRANTIES AND LIMITATIONS ON LIABILITY. SAPIEN warrants that, subject to the terms below, for a period of ninety (90) days from the date of the Customer's purchase of the Software from SAPIEN or its authorized distributor (the “Warranty Period”) the Software will operate substantially in accordance with the specifications published by SAPIEN for such Software. SAPIEN does not warrant that the operation of the Software shall be uninterrupted or error free. If during the Warranty Period SAPIEN receives notice from the Customer that the Software does not operate substantially in accordance with such specifications, then SAPIEN shall use reasonable commercial efforts to repair or replace such Software. If SAPIEN is unable, within a reasonable time, to repair or replace the Software as specified above, the Customer shall be entitled to a refund of the purchase price upon return of the Software to the entity from which it was purchased. The foregoing warranty shall not apply to defects resulting from:
(a) improper or inadequate maintenance by the Customer; (b) Customer supplied software or interfaces; (c) modification or misuse; or (d) operation outside of the environmental specifications for the Software. THE WARRANTY SET FORTH ABOVE IS EXCLUSIVE AND NO OTHER WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. SAPIEN SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF SATISFACTORY QUALITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ACCURACY OF INFORMATION THE REMEDIES PROVIDED HEREIN ARE THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES. IN NO EVENT SHALL SAPIEN OR ANY OF ITS LICENSORS BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS) WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SAPIEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Such limitations on liability shall not apply with respect to any claim that the Software directly caused bodily injury or death.
WARRANTIES AND LIMITATIONS ON LIABILITY. 5.1 The Warrantors warrant to the Purchaser that at the date of this agreement each of the statements set out in schedule 3 and part 2 of schedule 4 is true and correct.
5.2 The Warrantors acknowledge that the Purchaser is entering into this agreement in reliance on each Warranty.
5.3 Each of the Warranties shall be construed as a separate and independent warranty and (except where this agreement provides otherwise) shall not be limited or restricted by reference to or inference from any other term of this agreement or any other Warranty.
5.4 The rights and remedies of the Purchaser in respect of any breach of any of the Warranties or any of the warranties made in this clause 5 shall survive Completion.
5.5 Each of the Warrantors waives and may not enforce any right which he may have in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by the Company or its directors, officers or employees in enabling the Warrantors to give the Warranties and any representations or to prepare the Disclosure Letter.
5.6 Each Vendor severally warrants in respect of himself and/or (as appropriate) the Shares held by such Vendor that:
5.6.1 such Vendor has full capacity, power and authority and has taken all action necessary to execute and deliver this agreement (or the power of attorney executed by such Vendor and annexed to the Disclosure Letter) and any other agreed form documents to which such Vendor is a party and to exercise such Vendor’s rights and perform such Vendor’s obligations under this agreement and this agreement, any such power of attorney and any such agreed form documents to be executed on or before Completion by such Vendor have been duly executed by such Vendor (or such duly authorized representative of such Vendor pursuant to a power of attorney executed by such Vendor and annexed to the Disclosure Letter) and constitute valid and binding obligations enforceable against such Vendor in accordance with their terms;
5.6.2 there is no Encumbrance on, over or affecting the Shares and there is no agreement or commitment to give or create any such Encumbrance or negotiations which may lead to such an agreement or commitment and no claim has been made by any Person to be entitled to an Encumbrance in relation thereto;
5.6.3 such Vendor is entitled to sell and transfer the full legal and beneficial ownership in the Shares to the Purchaser and neither such sale nor the execution, delivery and performance ...
WARRANTIES AND LIMITATIONS ON LIABILITY. 5.1 The Disclosure warrants to the Recipient that it has sufficient rights in the Confidential Information to grant the Recipient the rights granted hereunder.
5.2 All Confidential Information provided to the Recipient under this Agreement is provided on an “as is” basis with all faults and the Disclosure hereby disclaims all implied warranties including, but not limited to, warranties of merchantability, fitness for a particular purpose, accuracy, completeness and non- infringement except to the extent such warranties cannot be excluded by law.
