Common use of Warranties Disclaimer of Warranties Clause in Contracts

Warranties Disclaimer of Warranties. Licensor warrants the Software will operate substantially in accordance with the specifications set forth in the Documentation when delivered to Licensee for a period of ninety (90) days after the Go-Live Date provided that the Software is used on the computer hardware equipment and with third party software programs which meet Licensor’s minimum requirements as set forth in the Order Form(s) or exhibit, as applicable. Licensee’s exclusive remedy and Licensor’s sole liability for breach of this warranty shall be for Licensor to use commercially reasonable efforts to correct such Errors. Without limitation, Licensor shall have no liability to Licensee or any third party arising out of Licensee’s failure to back-up the Software and the related data. Licensor hereby represents that it has the authority of each manufacturer or producer of Hardware and Third Party Software which are, if applicable, subject to this Agreement to sell the same to Licensee. Licensee acknowledges that Licensor is not the manufacturer or producer and therefore makes no warranties, conditions, representations or guarantees, express or implied, concerning Hardware or Third Party Software, as applicable. So far as possible, Licensor hereby assigns to Licensee the manufacturer’s and producer’s warranties, if any, applicable to the Hardware and Third Party Software, and Licensee hereby accepts such assignment and agrees that its sole remedies are included thereunder. Licensor makes no representations regarding the validity or enforceability of any such manufacturer’s or producer’s warranty. EXCEPT FOR THE WARRANTIES PROVIDED IN THIS SECTION 16 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, THIRD PARTY SOFTWARE AND HARDWARE, AS APPLICABLE, ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”, AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY AND CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR THE USE OF REASONABLE SKILL AND CARE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THE USE OF REASONABLE SKILL AND CARE, NON-INFRINGEMENT, SATISFACTORY QUALITY, ACCURACY, FREEDOM FROM ERROR OR THAT THE SOFTWARE, THIRD PARTY SOFTWARE, SUPPORT, MAINTENANCE OR HARDWARE WILL MEET ALL OF LICENSEE’S REQUIREMENTS. LICENSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS WITH RESPECT TO ANY THIRD PARTY SOFTWARE OR THIRD PARTY SERVICES PROVIDED WITH OR AS PART OF THE SOFTWARE, HARDWARE OR RELATED SERVICES. LICENSOR’S LIMITED WARRANTIES DO NOT APPLY TO ANY SOFTWARE WHICH HAS BEEN MODIFIED OR ALTERED IN ANY MANNER BY ANYONE OTHER THAN LICENSOR OR ITS AUTHORIZED AGENT. SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN OR ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEE. IN THAT EVENT, SUCH WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS ARE LIMITED IN DURATION TO THE WARRANTY PERIOD TO THE EXTENT LEGALLY PERMISSIBLE. Nothing in this Agreement excludes, restricts, or modifies any right or remedy, or any guarantee, representation, warranty, condition or other term, implied or imposed by any applicable law which cannot lawfully be excluded or limited. This may include any consumer law which contains guarantees that protect the purchasers of goods and services in certain circumstances. If any guarantee, representation, warranty, condition or other term is implied or imposed concerning this Agreement under any consumer law or any other applicable law and cannot be excluded (a “Non-Excludable Provision”), and Licensor is able to limit Licensee’s remedy for a breach of the Non-Excludable Provision, then the liability of Licensor for breach of the Non-Excludable Provision is limited to one or more of the following, at Licensor’s option: (a) in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or (b) in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again. The parties agree that it is Licensee’s responsibility to determine whether the Software is suitable for Licensee’s requirements. No other terms, conditions, representations, warranties or guarantees, whether written or oral, express or implied, will form a part of this Agreement or have any legal effect whatsoever.

Warranties Disclaimer of Warranties. Licensor Each party represents and warrants to the other party that: (i) it has the full power and authority to enter into this Agreement and to carry out its obligations under this Agreement; and (ii) it has complied, and will in the future comply, with all laws, rules and regulations applicable to it in connection with its execution, delivery and performance of this Agreement. • Neo4j represents and warrants to Subscriber that the Software will operate substantially in accordance with the specifications set forth in the materially conform to Neo4j’s Documentation when delivered to Licensee for a period of ninety (90) calendar days after from the Go-Live Date provided that date the Software is used on first made available to Subscriber (the computer hardware equipment and with third party software programs which meet Licensor’s minimum requirements as set forth in the Order Form(s) or exhibit, as applicable“Warranty Period”). Licensee’s exclusive remedy and LicensorSubscriber’s sole and exclusive remedy, and Neo4j’s sole and exclusive liability for any breach of this warranty shall be for Licensor will be, at Neo4j’s sole discretion, to use commercially reasonable efforts to correct such Errors. Without limitation, Licensor shall have no liability to Licensee or any third party arising out of Licensee’s failure to back-up either fix the Software or refund the applicable Software subscription fees paid by Subscriber, in each case on condition that Subscriber notifies Neo4j in writing of any alleged breach of this warranty within the Warranty Period. This warranty is null and void to the related data. Licensor hereby represents that it has extent the authority Software: (i) fails to conform with this warranty as a result of each manufacturer its use with any third-party hardware, software, or producer of Hardware and Third Party Software which are, if applicable, subject to this Agreement to sell the same to Licensee. Licensee acknowledges that Licensor services; (ii) is not the manufacturer or producer and therefore makes no warranties, conditions, representations or guarantees, express or implied, concerning Hardware or Third Party Software, as applicable. So far as possible, Licensor hereby assigns to Licensee the manufacturer’s and producer’s warranties, if any, applicable upgraded to the Hardware and Third Party Software, and Licensee hereby accepts such assignment and agrees that its sole remedies are included thereundercurrently supported version; or (iii) is used other than in accordance with the Documentation or is otherwise used in breach of this Agreement. Licensor makes no representations regarding the validity or enforceability of any such manufacturer’s or producer’s warranty. • EXCEPT FOR THE WARRANTIES PROVIDED AS EXPRESSLY SET FORTH ABOVE IN THIS SECTION 16 6 AND TO THE MAXIMUM GREATEST EXTENT PERMITTED BY APPLICABLE LAW, : (I) THE SOFTWARE, THIRD PARTY SOFTWARE AND HARDWARE, AS APPLICABLE, SERVICES ARE PROVIDED TO SUBSCRIBER ON AN “AS IS” BASIS, WITH ANY AND “WITH ALL FAULTS”, AND LICENSOR WITHOUT ANY WARRANTY OF ANY KIND; AND (II) NEO4J EXPRESSLY DISCLAIMS ALL OTHER WARRANTIESIMPLIED OR STATUTORY WARRANTIES INCLUDING WITHOUT LIMITATION, REPRESENTATIONS, GUARANTEES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY AND CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR THE USE OF REASONABLE SKILL AND CARE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THE USE OF REASONABLE SKILL AND CARE, NON-INFRINGEMENT, SATISFACTORY QUALITY, ACCURACYAND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NEO4J DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, FREEDOM FROM ERROR OR THAT DEFECTS IN THE SOFTWARE, THIRD PARTY SOFTWARE, SUPPORT, MAINTENANCE OR HARDWARE WILL MEET ALL OF LICENSEE’S REQUIREMENTS. LICENSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS WITH RESPECT TO ANY THIRD PARTY SOFTWARE OR THIRD PARTY SERVICES PROVIDED WITH OR AS PART OF THE SOFTWAREWILL BE CORRECTED. • Indemnification. Neo4j will defend Subscriber against any claim, HARDWARE OR RELATED SERVICES. LICENSOR’S LIMITED WARRANTIES DO NOT APPLY TO ANY SOFTWARE WHICH HAS BEEN MODIFIED OR ALTERED IN ANY MANNER BY ANYONE OTHER THAN LICENSOR OR ITS AUTHORIZED AGENT. SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN OR ANY EXPRESS OR IMPLIED WARRANTIESdemand, REPRESENTATIONS, GUARANTEES OR CONDITIONS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEE. IN THAT EVENT, SUCH WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS ARE LIMITED IN DURATION TO THE WARRANTY PERIOD TO THE EXTENT LEGALLY PERMISSIBLE. Nothing in this Agreement excludes, restricts, suit or modifies any right proceeding brought against Subscriber by a third-party alleging that Subscriber’s use of the Software or remedy, or any guarantee, representation, warranty, condition or other term, implied or imposed by any applicable law which cannot lawfully be excluded or limited. This may include any consumer law which contains guarantees that protect the purchasers of goods and services in certain circumstances. If any guarantee, representation, warranty, condition or other term is implied or imposed concerning this Agreement under any consumer law or any other applicable law and cannot be excluded Services infringes on a third party’s intellectual property rights (a “Non-Excludable ProvisionClaim”), and Licensor is able to limit Licensee’s remedy for pay any damages, attorney fees and costs finally awarded against Subscriber, or amounts awarded under a breach of the Non-Excludable Provisionsettlement against Subscriber and approved by Neo4j in writing, then the liability of Licensor for breach of the Non-Excludable Provision is limited to one or more of the following, at Licensor’s option: provided Subscriber (a) in the case of goods, the replacement promptly gives Neo4j written notice of the goods or the supply of equivalent goodsClaim, the repair (b) gives Neo4j sole control of the goods, the payment defense and settlement of the Claim (except that Neo4j may not settle any Claim unless it unconditionally releases Subscriber of all liability), and (c) gives Neo4j all reasonable assistance, at Neo4j ’s expense. If Neo4j receives information about an infringement claim related to the Software or Services, Neo4j may in its discretion and at no cost to Subscriber (i) modify the Software or Services so that they are no longer claimed to infringe, without breaching Neo4j ’s warranties under Section 6 above, (ii) obtain a license for Subscriber’s continued use of replacing the goods Software or of acquiring equivalent goodsServices in accordance with this Agreement, or (iii) terminate the payment Services or Subscriber’s subscriptions for the Software upon thirty (30) days’ written notice and refund Subscriber for any prepaid fees covering the remainder of the cost term of having the goods repairedterminated Order Form or SOW. The above obligations do not apply if (i) the allegation does not state with specificity that the Software or Services are the basis of the Claim, (ii) a Claim arises from the use or combination of the Software or Services or any part thereof with other technologies, products or services not provided by Neo4j if use of the Software or Services would not infringe without such combination, (iii) the Claim arises from an Order Form or SOW for which there is no charge, (iv) the Claim is based on a modification of the Software or Services by anyone other than Neo4j; or (bv) in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again. The parties agree that it Subscriber is Licensee’s responsibility to determine whether using the Software is suitable for Licensee’s requirements. No other terms, conditions, representations, warranties or guarantees, whether written or oral, express or implied, will form a part Services in breach of this Agreement or have Agreement. This Section 7 states the Neo4j’s sole liability to, and Subscriber’s exclusive remedy against, Neo4j for any legal effect whatsoevertype of claim described in this Section 7.

Warranties Disclaimer of Warranties. For a period of ninety (90) days after the Go-Live Date, Licensor warrants that the Software will operate substantially in accordance with the specifications set forth in the Documentation when delivered to Licensee for a period of ninety (90) days after the Go-Live Date Documentation, provided that the Software is used on the computer hardware equipment and with third party software programs which meet Licensor’s minimum requirements as set forth in the Order Form(s) or exhibit, as applicable. Licensee’s exclusive remedy and Licensor’s sole liability for breach of this warranty shall be for Licensor to use commercially reasonable efforts to correct such Errorsmodify the Software so that it conforms to the warranty described above. Without limitation, Licensor shall have no liability to Licensee or any third party arising out of Licensee’s failure to back-up the Software and the related data. Licensor hereby represents that it has the authority of each manufacturer or producer of Hardware and Third Party Software which are, if applicable, subject to this Agreement to sell the same to Licensee. Licensee acknowledges that Licensor is not the manufacturer or producer and therefore makes no warranties, conditions, representations or guarantees, express or implied, concerning Hardware or Third Party Software, as applicable. So far as possible, Licensor hereby assigns to Licensee the manufacturer’s and producer’s warranties, if any, applicable to the Hardware and Third Party Software, and Licensee hereby accepts such assignment and agrees that its sole remedies are included thereunder. Licensor makes no representations regarding the validity or enforceability of any such manufacturer’s or producer’s warranty. EXCEPT FOR THE WARRANTIES PROVIDED IN THIS SECTION 16 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, THIRD PARTY SOFTWARE AND HARDWARE, AS APPLICABLE, ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”, AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY AND CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR THE USE OF REASONABLE SKILL AND CARE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THE USE OF REASONABLE SKILL AND CARE, NON-INFRINGEMENT, SATISFACTORY QUALITY, ACCURACY, FREEDOM FROM ERROR OR THAT THE SOFTWARE, THIRD PARTY SOFTWARE, SUPPORT, MAINTENANCE OR HARDWARE WILL MEET ALL OF LICENSEE’S REQUIREMENTS. LICENSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS WITH RESPECT TO ANY THIRD PARTY SOFTWARE OR THIRD PARTY SERVICES PROVIDED WITH OR AS PART OF THE SOFTWARE, HARDWARE OR RELATED SERVICES. LICENSOR’S LIMITED WARRANTIES DO NOT APPLY TO ANY SOFTWARE WHICH HAS BEEN MODIFIED OR ALTERED IN ANY MANNER BY ANYONE OTHER THAN LICENSOR OR ITS AUTHORIZED AGENT. SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN OR ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEE. IN THAT EVENT, SUCH WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS ARE LIMITED IN DURATION TO THE WARRANTY PERIOD TO THE EXTENT LEGALLY PERMISSIBLE. Nothing in this Agreement excludes, restricts, or modifies any right or remedy, or any guarantee, representation, warranty, condition or other term, implied or imposed by any applicable law which cannot lawfully be excluded or limited. This may include any consumer law which contains guarantees that protect the purchasers of goods and services in certain circumstances. If any guarantee, representation, warranty, condition or other term is implied or imposed concerning this Agreement under any consumer law or any other applicable law and cannot be excluded (a “Non-Excludable Provision”), and Licensor is able to limit Licensee’s remedy for a breach of the Non-Excludable Provision, then the liability of Licensor for breach of the Non-Excludable Provision is limited to one or more of the following, at Licensor’s option: (a) in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or (b) in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again. The parties agree that it is Licensee’s responsibility to determine whether the Software is suitable for Licensee’s requirements. No other terms, conditions, representations, warranties or guarantees, whether written or oral, express or implied, will form a part of this Agreement or have any legal effect whatsoever.

Warranties Disclaimer of Warranties. Licensor For a period of ninety (90) days after the Go Live Date, Supplier warrants that the Software Services will operate substantially in accordance with the specifications set forth in the Documentation when delivered to Licensee for a period of ninety (90) days after the Go-Live Date Documentation, provided that the Software Services is used on the computer hardware equipment and with third party software Services programs which meet LicensorSupplier’s minimum requirements as set forth in the Order Form(s) or exhibit, as applicable. LicenseeCustomer’s exclusive remedy and LicensorSupplier’s sole liability for breach of this warranty shall be for Licensor Supplier to use commercially reasonable efforts to correct such Errorsmodify the Services so that it conforms to the warranty described above. Without limitation, Licensor Supplier shall have no liability to Licensee Customer or any third party arising out of LicenseeCustomer’s failure to back-back- up the Software Services and the related data. Licensor Supplier hereby represents that it has the authority of each manufacturer or producer of Hardware and Third Party Software Services which are, if applicable, subject to this Agreement to sell the same to LicenseeCustomer. Licensee Customer acknowledges that Licensor Supplier is not the manufacturer or producer and therefore makes no warranties, conditions, representations or guarantees, express or implied, concerning Hardware or Third Party Software, as applicable. So far as possible, Licensor Supplier hereby assigns to Licensee Customer the manufacturer’s and producer’s warranties, if any, applicable to the Hardware and Third Party Software, and Licensee Customer hereby accepts such assignment and agrees that its sole remedies are included thereunder. Licensor Supplier makes no representations regarding the validity or enforceability of any such manufacturer’s or producer’s warranty. EXCEPT FOR THE WARRANTIES PROVIDED IN THIS SECTION 16 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, THIRD PARTY SOFTWARE SERVICES AND HARDWARE, AS APPLICABLE, ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”, AND LICENSOR SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY AND CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR THE USE OF REASONABLE SKILL AND CARE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSOR SUPPLIER MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THE USE OF REASONABLE SKILL AND CARE, NON-INFRINGEMENT, SATISFACTORY QUALITY, ACCURACY, FREEDOM FROM ERROR OR THAT THE SOFTWARE, THIRD PARTY SOFTWARE, SUPPORT, MAINTENANCE OR HARDWARE WILL MEET ALL OF LICENSEECUSTOMER’S REQUIREMENTS. LICENSOR SUPPLIER MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS WITH RESPECT TO ANY THIRD PARTY SOFTWARE SERVICES OR THIRD PARTY SERVICES PROVIDED WITH OR AS PART OF THE SOFTWARE, HARDWARE OR RELATED SERVICES. LICENSORSUPPLIER’S LIMITED WARRANTIES DO NOT APPLY TO ANY SOFTWARE SERVICES WHICH HAS BEEN MODIFIED OR ALTERED IN ANY MANNER BY ANYONE OTHER THAN LICENSOR SUPPLIER OR ITS AUTHORIZED AGENT. SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN OR ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEECUSTOMER. IN THAT EVENT, SUCH WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS ARE LIMITED IN DURATION TO THE WARRANTY PERIOD TO THE EXTENT LEGALLY PERMISSIBLE. Nothing in this Agreement excludes, restricts, or modifies any right or remedy, or any guarantee, representation, warranty, condition or other term, implied or imposed by any applicable law which cannot lawfully be excluded or limited. This may include any consumer law which contains guarantees that protect the purchasers of goods and services in certain circumstances. If any guarantee, representation, warranty, condition or other term is implied or imposed concerning this Agreement under any consumer law or any other applicable law and cannot be excluded (a “Non-Excludable Provision”), and Licensor Supplier is able to limit LicenseeCustomer’s remedy for a breach of the Non-Excludable Provision, then the liability of Licensor Supplier for breach of the Non-Excludable Provision is limited to one or more of the following, at LicensorSupplier’s option: (a) in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or (b) in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again. The parties agree that it is LicenseeCustomer’s responsibility to determine whether the Software Services is suitable for LicenseeCustomer’s requirements. No other terms, conditions, representations, warranties or guarantees, whether written or oral, express or implied, will form a part of this Agreement or have any legal effect whatsoever.

Warranties Disclaimer of Warranties. Licensor For a period of ninety (90) days after the Go-Live Date, Supplier warrants that the Software will operate substantially in accordance with the specifications set forth in the Documentation when delivered to Licensee for a period of ninety (90) days after the Go-Live Date Documentation, provided that the Software is used on the computer hardware equipment and with third party software programs which meet LicensorSupplier’s minimum requirements as set forth in the Order Form(s) or exhibit, as applicable. LicenseeCustomer’s exclusive remedy and LicensorSupplier’s sole liability for breach of this warranty shall be for Licensor Supplier to use commercially reasonable efforts to correct such Errorsmodify the Software so that it conforms to the warranty described above. Without limitation, Licensor Supplier shall have no liability to Licensee Customer or any third party arising out of LicenseeCustomer’s failure to back-up the Software and the related data. Licensor Supplier hereby represents that it has the authority of each manufacturer or producer of Hardware and Third Party Software which are, if applicable, subject to this Agreement to sell the same to LicenseeCustomer. Licensee Customer acknowledges that Licensor Supplier is not the manufacturer or producer and therefore makes no warranties, conditions, representations or guarantees, express or implied, concerning Hardware or Third Party Software, as applicable. So far as possible, Licensor Supplier hereby assigns to Licensee Customer the manufacturer’s and producer’s warranties, if any, applicable to the Hardware and Third Party Software, and Licensee Customer hereby accepts such assignment and agrees that its sole remedies are included thereunder. Licensor Supplier makes no representations regarding the validity or enforceability of any such manufacturer’s or producer’s warranty. EXCEPT FOR THE WARRANTIES PROVIDED IN THIS SECTION 16 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE, THIRD PARTY SOFTWARE AND HARDWARE, AS APPLICABLE, ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”, AND LICENSOR SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY AND CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR THE USE OF REASONABLE SKILL AND CARE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSOR SUPPLIER MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, THE USE OF REASONABLE SKILL AND CARE, NON-INFRINGEMENT, SATISFACTORY QUALITY, ACCURACY, FREEDOM FROM ERROR OR THAT THE SOFTWARE, THIRD PARTY SOFTWARE, SUPPORT, MAINTENANCE OR HARDWARE WILL MEET ALL OF LICENSEECUSTOMER’S REQUIREMENTS. LICENSOR SUPPLIER MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS WITH RESPECT TO ANY THIRD PARTY SOFTWARE OR THIRD PARTY SERVICES PROVIDED WITH OR AS PART OF THE SOFTWARE, HARDWARE OR RELATED SERVICES. LICENSORSUPPLIER’S LIMITED WARRANTIES DO NOT APPLY TO ANY SOFTWARE WHICH HAS BEEN MODIFIED OR ALTERED IN ANY MANNER BY ANYONE OTHER THAN LICENSOR SUPPLIER OR ITS AUTHORIZED AGENT. SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN OR ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEECUSTOMER. IN THAT EVENT, SUCH WARRANTIES, REPRESENTATIONS, GUARANTEES OR CONDITIONS ARE LIMITED IN DURATION TO THE WARRANTY PERIOD TO THE EXTENT LEGALLY PERMISSIBLE. Nothing in this Agreement excludes, restricts, or modifies any right or remedy, or any guarantee, representation, warranty, condition or other term, implied or imposed by any applicable law which cannot lawfully be excluded or limited. This may include any consumer law which contains guarantees that protect the purchasers of goods and services in certain circumstances. If any guarantee, representation, warranty, condition or other term is implied or imposed concerning this Agreement under any consumer law or any other applicable law and cannot be excluded (a “Non-Excludable Provision”), and Licensor Supplier is able to limit LicenseeCustomer’s remedy for a breach of the Non-Excludable Provision, then the liability of Licensor Supplier for breach of the Non-Excludable Provision is limited to one or more of the following, at LicensorSupplier’s option: (a) in the case of goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or (b) in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again. The parties agree that it is LicenseeCustomer’s responsibility to determine whether the Software is suitable for LicenseeCustomer’s requirements. No other terms, conditions, representations, warranties or guarantees, whether written or oral, express or implied, will form a part of this Agreement or have any legal effect whatsoever.