Warranties Disclaimers and Limitations of Liability. 13.1 NOBLE represents and warrants that it has the right, under its agreement(s) with UGARF, to grant rights to CERES as set forth in this Agreement.
13.1.1 Copies of relevant agreements by and between UGARF and NOBLE that concern or relate, directly or indirectly, to the rights transferred to NOBLE to produce, use, sell and/or commercially exploit the LICENSED VARIETIES are included in ANNEXES A and X. XXXXX will notify CERES within ten (10) days, in writing, of any modification to, or notice of termination or termination of its agreement(s) with UGARF.
13.2 EXCEPT AS SET FORTH IN THIS ARTICLE, THE PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER PARTY HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
13.3 IN NO EVENT SHALL EITHER PARTY BE HELD RESPONSIBLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT ARISING OUT OF THE USE OF ANY INTELLECTUAL PROPERTY RIGHTS COVERED BY THIS AGREEMENT, OR THE IMPLEMENTATION OF THIS AGREEMENT, EVEN IF SUCH PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
13.4 NOBLE shall not be liable under any circumstances, whether in contract, in tort, under any warranty, in negligence or otherwise, for any incidental, indirect, special or consequential damages resulting from the exercise of CERES’ rights under the option and/or license granted pursuant to this Agreement or from the production, sale, storage, use or attempted use of the LICENSED VARIETIES, including, but not limited to, damage to real or personal property, including land, livestock, crops, plants, seed or feed crop.
13.5 Nothing in this Agreement shall be construed as:
(a) A warranty or representation by either party as to the validity or scope of any INTELLECTUAL PROPERTY RIGHTS, patent rights or plant variety rights;
(b) A warranty or representation by either party that anything made, used, sold or otherwise disposed of pursuant to any license granted under this Agreement is or will be free from infringement of patents of third parties;
(c) Any obligations by either party to bring or prosecute actions or suits against third parties for patent infringement; and
(d) A grant by implication, estoppel, or otherwise of any licenses under any intellectual property rights of NOBLE or other persons other than as provided in Paragraph 2.1 hereof.
Warranties Disclaimers and Limitations of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE COMPANY SERVICE IS AT YOUR SOLE RISK. THE COMPANY SERVICE AND THE ASSOCIATED MATERIALS AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS END-USER LICENSE AGREEMENT, COMPANY, ITS PARENT, SUBSIDIARY AND OTHER AFFILIATED COMPANIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES (COLLECTIVELY, THE “COMPANY PARTIES”), EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY PARTIES MAKE NO WARRANTY THAT: (I) THE COMPANY SERVICE WILL MEET YOUR REQUIREMENTS; (II) THE COMPANY SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR- FREE; (III) INFORMATION THAT MAY BE OBTAINED VIA THE COMPANY SERVICE WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY AND ALL PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL, INCLUDING ALL MERCHANDISE, GOODS AND SERVICES, OBTAINED OR PURCHASED BY YOU DIRECTLY OR INDIRECTLY THROUGH THE COMPANY SERVICE WILL MEET YOUR EXPECTATIONS OR NEEDS; AND (V) ANY ERRORS IN THE COMPANY SERVICE WILL BE CORRECTED. THE COMPANY PARTIES SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THE USE OF OR INABILITY TO USE THE COMPANY SERVICE, INCLUDING ANY LIABILITY: (I) AS A PUBLISHER OF INFORMATION; (II) FOR ANY INCORRECT OR INACCURATE INFORMATION OR ANY ‘BUG’ OF THE COMPANY SERVICE; (III) FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR TRANSMISSIONS OR DATA; (IV) FOR STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR VIA THE COMPANY SERVICE; (V) FOR ANY DISPUTES BETWEEN USERS OF THE COMPANY SERVICE OR BETWEEN A USER OF THE COMPANY SERVICE AND A THIRD PARTY; OR (VI) FOR ANY OTHER MATTER RELATING TO THE COMPANY SERVICE OR ANY THIRD PARTY. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES THE COMPANY PARTIES OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU. THE PRODUC...
Warranties Disclaimers and Limitations of Liability. 3.1 Xxxx Cengage Learning shall use commercially reasonable efforts to provide continuous availability of the Hosting Service, subject to periodic unavailability due to maintenance of the server(s), the installation or testing of software, the loading of data and downtime related to the failure of communications networks, equipment or services outside the control of Xxxx Cengage Learning . Scheduled downtime will be performed at a time to minimize inconvenience to customers worldwide.
3.2 Xxxx Cengage Learning will not be liable in any way for any failure in, interruption to or degradation of the Hosting Service caused directly or indirectly by Clienťs equipment or communications networks. This Clause 3.2 survives termination of this Agreement.
Warranties Disclaimers and Limitations of Liability. 3.1 Xxxx Cengage Learning warrants to the Client that the use of the Archive Product by the Client and its Authorised Users in accordance with this Agreement will not infringe the intellectual property rights of any third party.
3.2 Although Xxxx Cengage Learning believes the Archive Product to be reliable, Xxxx Cengage Learning does not guarantee ar warrant any information or materials contained in Archive Product nor the accuracy, completeness ar reliability of those materials. Any data ar information contained in or provided in connection with the Archive Product may be incomplete or condensed. This Clause 3.2 survives termination of this Agreement.
Warranties Disclaimers and Limitations of Liability. 6.1 Each of Don’t Panic and the Sponsor warrant that:
(a) it has the right, power and authority to enter into and all rights necessary to perform its obligations under the agreement; and
(b) it will comply with all laws and other governmental, statutory, regulatory and other requirements which may from time to time be applicable, including but not limited to any such laws or requirements relating to the acquisition, storage, use and dissemination of personal subject data
6.2 Except as set out in the Agreement, all representations, warranties, terms and conditions, oral or written, express or implied by (i) statute, (ii) common law or (iii) otherwise, are excluded.
6.3 The liability provisions in the Agreement do not apply to (I) death or personal injury resulting from negligence, (ii) breach of the obligations arising from section 12 of the Sale of Goods Xxx 0000 or (iii) fraud or deceit in relation to which no restriction or constraint applies to Don’t Panic Projects / The Don’t Panic or Sponsor.
6.4 Don’t Panic will not be liable in contract or tort or otherwise for (I) loss of profits, business or anticipated savings, or losses from wasted management time, whether such losses are direct or indirect; or (ii) any indirect losses including but not limited to the indirect losses described in 6.4 above, however such direct or indirect losses may arise even if Sponsor has been advised of the possibility of such direct or indirect losses.
6.5 The aggregate amount of Don’t Panic liability which may arise out of or in connection with the Agreement, whether in contract or in tort or otherwise, will be in respect of all incidents or series of incidents occurring in any one Contract year, be limited to the charges paid by Sponsor.
Warranties Disclaimers and Limitations of Liability. A. Company Warranty. Company warrants that it has the authority to convey the licenses described in Section 4(G), if applicable. Company further warrants that it shall use commercially reasonable efforts to prevent: (i) incorporation of any harmful or malicious code into its Customer Interface, including, but not limited to, code that would enable Company or, if applicable, its Customers to: (a) erase, destroy, corrupt, damage, or modify in an unauthorized manner any CME system (including the Certification Environment and the CME Interfaces), or (b) bypass any CME Interface security measure; or (ii) use of the Certification Environment in a manner that adversely impacts CME or any Company Authorized User (e.g., the stress testing of its Customer Interface in the Certification Environment without CME’s prior written consent); or (iii) access or permit others to access the Certification Environment without CME’s prior written consent.
B. CME Warranty. CME warrants that it has the authority to convey the licenses described in Sections 2(A), 2(B) and 4(B). CME PROVIDES THE CME MATERIALS AND ALL SERVICES ON AN “AS IS” BASIS.
Warranties Disclaimers and Limitations of Liability. You expressly understand and agree that:
12.1. Your use of the Service is at your sole risk. The Service and the associated materials and content are provided on an “as is” and “as available” basis. The Company, its parents, subsidiaries and other affiliated companies, and their respective officers, directors, employees, agents and other representatives (collectively, the “Company Parties”), expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a purpose and non-infringement. Without limiting the generality of the foregoing, the Company Parties make no warranty that: (i) the Service will meet your requirements; (ii) the Service will be uninterrupted, timely, secure, or error-free; (iii) information that may be obtained via the Service will be accurate or reliable; (iv) the quality of any and all products, services, information or other materials, including all merchandise, products, goods or services, obtained or purchased by you directly or indirectly through the company Service will meet your expectations or needs; and (v) any errors in the Service will be corrected.
12.2. The Company Parties shall not under any circumstances be liable for any damages of any kind arising out of, in connection with or relating to the use of or inability to use the service, including any liability: (i) as a publisher of information;
Warranties Disclaimers and Limitations of Liability a) For the avoidance of doubt, except as modified by Section 6(b), the Services will be provided and the Products will be sold subject to the same warranties, disclaimers, and limitations on liability set forth in the Supply Agreement including, without limitation, those set forth in Article 11 of the Supply Agreement, including for the avoidance of doubt Section 11.5 (Additional PPG Disclaimer; Indemnity), Section 11.6 (Disclaimer of Additional Warranties) and Section 11.7 (Limitation on Certain Damages).
b) [***]
Warranties Disclaimers and Limitations of Liability. 5.1 Each party warrants that it has the authority to enter into this Agreement and perform its obligations as set forth herein, and that it shall comply with all applicable laws in connection with its performance hereunder, including without limitation all applicable data protection legislation. For the avoidance of doubt, Institution warrants and represents that it shall comply with the terms of the GDPR Annex that is attached hereto as Exhibit B and incorporated by reference herein.
5.2 CL warrants that (i) CL has all of the rights necessary to provide the Materials to Institution in accordance with this Agreement; (ii) CL will not transfer to Institution any Materials in which CL has not first obtained these rights; (iii) the Materials do not, and the provision of access to the Materials herender will not, infringe upon or violate any copyright, trade name, trademark, or any other proprietary right of any third party;
Warranties Disclaimers and Limitations of Liability
