Common use of Warranties Disclaimers Clause in Contracts

Warranties Disclaimers. (A) THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND ON “AS AVAILABLE” BASIS. ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, ACCURACY OR COMPLETENESS, SATISFACTORY QUALITY, AND QUIET ENJOYMENT, OR OTHER WARRANTIES OR CONDITIONS ARISING BY STATUTE, OPERATION OR LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE ARE HEREBY DISCLAIMED. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER. ONPAGE DOES NOT WARRANT THAT THE USE OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREETHIS WARRANTY DISCLAIMER IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN CUSTOMER AND ONPAGE. ONPAGE WOULD NOT PROVIDE THE SOFTWARE OR SERVICES ABSENT SUCH DISCLAIMER. NO REPRESENTATIONS OR WARRANTIES ARE MADE BY ANY OF ONPAGE’S LICENSORS UNDER OR BY VIRTUE OF THIS AGREEMENT; (B) CUSTOMER ACKNOWLEDGES AND AGREES THAT ONPAGE AND ITS LICENSORS CANNOT TRANSMIT DATA VIA THE SOFTWARE IF THE CUSTOMER’S HANDHELD DEVICE IS UNREACHABLE (E.G. OUT OF CELLULAR COVERAGE, POWERED OFF, ETC.); (C) CUSTOMER ACKNOWLEDGES AND AGREES THAT WIRELESS COMMUNICATIONS ARE, BY THEIR NATURE, NOT FAIL PROOF. ONPAGE DOES NOT REPRESENT OR WARRANT THAT THE USE OF THE SOFTWARE AND SERVICES IN MISSION-CRITICAL APPLICATIONS OR IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS, COMPLIES WITH LAWS, RULES, REGULATIONS AND PROCEDURES APPLICALBE TO THE USE OF CELLULAR SERVICES IN SUCH ENVIRONMENTS.

Warranties Disclaimers. AUDIOCODES WARRANTS THAT THE MANAGED SERVICES AND SOFTWARE WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH AUDIOCODES’ PUBLISHED SPECIFICATIONS (A) AS UPDATED FROM TIME TO TIME). AUDIOCODES DOES NOT GUARANTEE THAT THE SITE MANAGED SERVICES AND SOFTWARE WILL ALWAYS BE AVAILABLE OR BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT AUDIOCODES WILL CORRECT ALL MANAGED SERVICES OR SOFTWARE ERRORS. CUSTOMER ACKNOWLEDGES THAT AUDIOCODES DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE MANAGED SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. EXCEPT FOR THE ABOVE WARRANTY THE MANAGED SERVICES AND SOFTWARE ARE PROVIDED TO THE CUSTOMER AND ACCEPTED BY CUSTOMER ON AN “"AS IS” AND ON “AS AVAILABLE” BASIS. ALL WARRANTIES AND CONDITIONS" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, AND IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES AS TO TITLE, THE IMPLIED WARRANTIES OF TITLEDESCRIPTION, QUALITY, MERCHANTABILITY, NON-INFRINGEMENT, MERCHANTABILITYCOMPLETENESS, THE SERVICES’ FITNESS FOR A PARTICULAR PURPOSE OR USEPURPOSE, ACCURACY OR COMPLETENESS, SATISFACTORY QUALITYETC. ALL SUCH WARRANTIES BEING EXPRESSLY EXCLUDED AND DISCLAIMED. THIS WARRANTY DOES NOT COVER, AND QUIET ENJOYMENT, AUDIOCODES AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR ANY FAILURE OR OTHER WARRANTIES OR CONDITIONS ARISING DEFECT AND THE RESULTING DAMAGE CAUSED BY STATUTE, OPERATION OR LAW, COURSE THE USE OF DEALING, USAGE OF TRADE OR OTHERWISE ARE HEREBY DISCLAIMEDTHE MANAGED SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER. ONPAGE AUDIOCODES SPECIFICALLY DOES NOT WARRANT THAT THE MANAGED SERVICE OR SOFTWARE CONFORMS TO ANY APPLICABLE LAWS OR REGULATIONS AND INDICATES THAT NOTHING STATED OR IMPLIED BY AUDIOCODES, ITS AFFILIATES AND ITS REPRESENTATIVES IS TO BE CONSIDERED LEGAL ADVICE. FURTHER, AUDIOCODES ITS AFFILIATES AND ITS REPRESENTATIVES BEAR NO RESPONSIBILITY TO NOTIFY THE CUSTOMER OF ANY LAWS OR REGULATORY CHANGES WHICH MAY LIMIT USE OF THE SOFTWARE MANAGED SERVICE OR SERVICES WILL BE UNINTERRUPTED SOFTWARE. NO WARRANTY SHALL APPLY TO DEFECTS, FAILURES, DAMAGE, OR ERROR FREETHIS WARRANTY DISCLAIMER IS A FUNDAMENTAL ELEMENT LOSS RESULTING FROM CORRECTIONS, REPAIRS OR SERVICE CAUSED BY: (i) CUSTOMER’S, ITS END-CUSTOMERS OR OTHER USER’S SYSTEM, OTHER EQUIPMENT OR ITS USE; (ii) ANY ACT OR OMISSION BY ANYONE OTHER THAN AUDIOCODES; (iii) INTERNET OR POWER SHORTAGES, IRREGULARITIES, OR FAILURES; (iv) MODIFICATION OF THE BASIS OF THE BARGAIN BETWEEN CUSTOMER AND ONPAGE. ONPAGE WOULD NOT PROVIDE THE MANAGED SERVICES OR SOFTWARE OR SERVICES ABSENT SUCH DISCLAIMER. NO REPRESENTATIONS OR WARRANTIES ARE MADE BY ANY OF ONPAGE’S LICENSORS UNDER OR BY VIRTUE OF THIS AGREEMENTANYONE OTHER THAN AUDIOCODES; (Bv) CUSTOMER ACKNOWLEDGES AND AGREES THAT ONPAGE AND ITS LICENSORS CANNOT TRANSMIT DATA VIA THE SOFTWARE IF THE CUSTOMER’S HANDHELD DEVICE IS UNREACHABLE (E.G. OUT OF CELLULAR COVERAGE, POWERED OFF, ETCOR ANY OTHER CAUSE BEYOND AUDIOCODES CONTROL.); (C) CUSTOMER ACKNOWLEDGES AND AGREES THAT WIRELESS COMMUNICATIONS ARE, BY THEIR NATURE, NOT FAIL PROOF. ONPAGE DOES NOT REPRESENT OR WARRANT THAT THE USE OF THE SOFTWARE AND SERVICES IN MISSION-CRITICAL APPLICATIONS OR IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS, COMPLIES WITH LAWS, RULES, REGULATIONS AND PROCEDURES APPLICALBE TO THE USE OF CELLULAR SERVICES IN SUCH ENVIRONMENTS.

Warranties Disclaimers. (A) WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE SITE AND THE SERVICES. THE SITE AND SERVICES PROVIDED BY US AND OUR THIRD PARTY PROVIDERS ARE PROVIDED ON AN “AS IS” ”, “WITH ALL FAULTS”, AND ON “AS AVAILABLE” BASIS. CUDOS AND ITS AFFILIATES AND THEIR RESPECTIVE MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS, AND LICENSORS AND SUPPLIERS (COLLECTIVELY, THE “COMPANY PARTIES”) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONSREPRESENTATIONS, WARRANTIES, OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, AND OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF LIMITATION: (1) AS TO TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PARTICULAR PURPOSE OR USEPURPOSE, ACCURACY OR AND NON- INFRINGEMENT; (2) THE CORRECTNESS, QUALITY, ACCURACY, COMPLETENESS, SATISFACTORY QUALITYRELIABILITY, AND QUIET ENJOYMENTPERFORMANCE, TIMELINESS, OR OTHER WARRANTIES OR CONDITIONS CONTINUED AVAILABILITY OF THE SITE AND ITS CONTENT; (3) THOSE ARISING BY STATUTE, OPERATION OR LAW, THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE TRADE; (4) THE SITE AND ITS CONTENT CONFORMING TO ANY FUNCTION, DEMONSTRATION, OR OTHERWISE ARE HEREBY DISCLAIMED. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION PROMISE BY ANY COMPANY PARTY; AND (5) THAT ACCESS TO OR EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER. ONPAGE DOES NOT WARRANT THAT THE USE OF THE SOFTWARE SITE, OR SERVICES THEIR RESPECTIVE CONTENT WILL BE UNINTERRUPTED UNINTERRUPTED, ERROR-FREE, OR ERROR FREETHIS WARRANTY DISCLAIMER IS A FUNDAMENTAL ELEMENT COMPLETELY SECURE OR FREE OF THE BASIS OF THE BARGAIN BETWEEN CUSTOMER AND ONPAGE. ONPAGE WOULD NOT PROVIDE THE SOFTWARE VIRUSES OR SERVICES ABSENT SUCH DISCLAIMER. NO REPRESENTATIONS OR WARRANTIES ARE MADE BY ANY OF ONPAGE’S LICENSORS UNDER OR BY VIRTUE OF THIS AGREEMENT; (B) CUSTOMER ACKNOWLEDGES AND AGREES THAT ONPAGE AND ITS LICENSORS CANNOT TRANSMIT DATA VIA THE SOFTWARE IF THE CUSTOMER’S HANDHELD DEVICE IS UNREACHABLE (E.G. OUT OF CELLULAR COVERAGE, POWERED OFF, ETCOTHER HARMFUL COMPONENTS.); (C) CUSTOMER ACKNOWLEDGES AND AGREES THAT WIRELESS COMMUNICATIONS ARE, BY THEIR NATURE, NOT FAIL PROOF. ONPAGE DOES NOT REPRESENT OR WARRANT THAT THE USE OF THE SOFTWARE AND SERVICES IN MISSION-CRITICAL APPLICATIONS OR IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS, COMPLIES WITH LAWS, RULES, REGULATIONS AND PROCEDURES APPLICALBE TO THE USE OF CELLULAR SERVICES IN SUCH ENVIRONMENTS.

Warranties Disclaimers. 8.1 Customer and PayRight each warrant respectively that such party has full legal authority to enter into this Agreement and is not bound by any contractual or legal restrictions from fulfilling their obligations hereunder. Customer represents that it has the authority and right to provide the Customer Data as required for the Service. In addition, PayRight warrants that the Service will substantially conform to the written or electronic Documentation provided by PayRight in connection with the Service, under normal use circumstances. 8.2 WARRANTIES; DISCLAIMERS. (Aa) PAYRIGHT DOES NOT WARRANT THAT THE SITE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR ERROR-FREE, OR THAT THE SERVICE WILL BE TOTALLY SECURE. UNDER NO CIRCUMSTANCES WILL PAYRIGHT BE HELD LIABLE FOR ANY LOSS OF CUSTOMER DATA. TO THE EXTENT THAT DATA IS BEING TRANSMITTED OVER THE INTERNET HEREUNDER, CUSTOMER ACKNOWLEDGES THAT PAYRIGHT HAS NO CONTROL OVER THE FUNCTIONING OF THE INTERNET, AND PAYRIGHT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE PERFORMANCE OF THE INTERNET. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SET FORTH HEREIN, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES AND USE OF SOFTWARE ARE PROVIDED ON AN “"AS IS” ;" AND ON “THAT PAYRIGHT MAKES NO (AND, EXCEPT AS AVAILABLE” BASIS. ALL PROVIDED HEREIN, HEREBY DISCLAIMS ALL) WARRANTIES AND CONDITIONSOR REPRESENTATIONS OF ANY KIND WHATSOEVER, WHETHER WRITTEN OR ORAL, EXPRESS, IMPLIED, AND OR STATUTORY, INCLUDING WITHOUT LIMITATION THE ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OF TITLE, NON-AGAINST INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR WITH RESPECT TO THE USE, ACCURACY OR COMPLETENESS, SATISFACTORY QUALITY, AND QUIET ENJOYMENTMISUSE, OR INABILITY TO USE THE SERVICE OR SOFTWARE OR ANY OTHER WARRANTIES PRODUCTS OR CONDITIONS ARISING SERVICE PROVIDED BY STATUTEPAYRIGHT, OPERATION OR LAWTHEIR QUALITY OR RELIABILITY, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE ARE HEREBY DISCLAIMEDARISING UNDER THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER. ONPAGE DOES NOT WARRANT CUSTOMER FURTHER UNDERSTANDS THAT THE SUCCESSFUL USE OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREETHIS WARRANTY DISCLAIMER SERVICE IS A FUNDAMENTAL ELEMENT DEPENDENT ON CUSTOMER'S USE OF THE BASIS OF THE BARGAIN BETWEEN CUSTOMER PROPER PROCEDURES AND ONPAGE. ONPAGE WOULD NOT PROVIDE THE SOFTWARE OR SERVICES ABSENT SUCH DISCLAIMER. NO REPRESENTATIONS OR WARRANTIES ARE MADE BY ANY OF ONPAGE’S LICENSORS UNDER OR BY VIRTUE OF THIS AGREEMENT; SYSTEMS AND DATA INPUT. (Bb) CUSTOMER ACKNOWLEDGES AND AGREES THAT ONPAGE AND ITS LICENSORS CANNOT TRANSMIT DATA VIA THE SOFTWARE IF THE IT IS CUSTOMER’S HANDHELD DEVICE IS UNREACHABLE (E.G. OUT RESPONSIBILITY TO HAS INDEPENDENTLY DETERMINE THAT THE SERVICE AND DOCUMENTATION MEET ITS BUSINESS REQUIREMENTS AND THAT IT SHALL NOT RELY ON ANY REPRESENTATION MADE BY PAYRIGHT AS TO THE SUITABILITY OF CELLULAR COVERAGE, POWERED OFF, ETCTHE SERVICE OR DOCUMENTATION FOR ANY PARTICULAR PURPOSE.); (Cc) CUSTOMER ACKNOWLEDGES AND AGREES THAT WIRELESS COMMUNICATIONS AREPayRight does not represent or warrant that the Service will operate in an uninterrupted manner or that all errors in the Service and Documentation can or will be corrected nor will it be liable for damages resulting therefrom, BY THEIR NATUREexcept where any interruption or error is due to the gross negligence, NOT FAIL PROOFrecklessness or willful misconduct of PayRight. ONPAGE DOES NOT REPRESENT OR WARRANT THAT THE USE OF THE SOFTWARE AND SERVICES IN MISSION-CRITICAL APPLICATIONS OR IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLSCustomer shall be solely responsible for the accuracy, INCLUDING WITHOUT LIMITATION OPERATION OF NUCLEAR FACILITIEStimeliness and completeness of any Customer Data or other information inputted into the Service, AIRCRAFT NAVIGATION AIR TRAFFIC CONTROLincluding all billing and coding of all medical services and PayRight is not liable for any payments for such medical services, AND LIFE SUPPORT OR WEAPONS SYSTEMSor any disputes related thereto, COMPLIES WITH LAWS, RULES, REGULATIONS AND PROCEDURES APPLICALBE TO THE USE OF CELLULAR SERVICES IN SUCH ENVIRONMENTSfor any reason.

Warranties Disclaimers. (Aa) Each party represents and warrants to the other that it has the authority to enter into this Agreement according to its terms and that it will not knowingly violate any applicable law in the performance of its rights and obligations pursuant to this Agreement. (b) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in the prospectus relating to the Funds and upon request to furnish a copy (copies) thereof to MSCI: THIS FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI INC. OR ANY OF ITS AFFILIATES (“MSCI”), ANY OF ITS INFORMATION PROVIDERS OR ANY OTHER THIRD PARTY INVOLVED IN, OR RELATED TO, COMPILING, COMPUTING OR CREATING ANY MSCI INDEX (COLLECTIVELY, THE SITE “MSCI PARTIES”). THE MSCI INDEXES ARE THE EXCLUSIVE PROPERTY OF MSCI. MSCI AND SERVICES THE MSCI INDEX NAMES ARE PROVIDED ON AN “AS IS” SERVICE MARK(S) OF MSCI AND ON “AS AVAILABLE” BASISHAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES BY [LICENSEE]. ALL WARRANTIES AND CONDITIONSNONE OF THE MSCI PARTIES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS, EXPRESS OR IMPLIED, TO THE ISSUER OR OWNERS OF THIS FUND OR ANY OTHER PERSON OR ENTITY REGARDING THE ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN THIS FUND PARTICULARLY OR THE ABILITY OF ANY MSCI INDEX TO TRACK CORRESPONDING MARKET PERFORMANCE. MSCI IS THE LICENSOR OF CERTAIN TRADEMARKS, SERVICE MARKS AND STATUTORYTRADE NAMES AND OF THE MSCI INDEXES WHICH ARE DETERMINED, INCLUDING COMPOSED AND CALCULATED WITHOUT LIMITATION REGARD TO THIS FUND OR THE ISSUER OR OWNERS OF THIS FUND OR ANY OTHER PERSON OR ENTITY. NONE OF THE MSCI PARTIES HAS ANY OBLIGATION TO TAKE THE NEEDS OF THE ISSUER OR OWNERS OF THIS FUND OR ANY OTHER PERSON OR ENTITY INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE MSCI INDEXES. NONE OF THE MSCI PARTIES IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THIS FUND TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY OR THE CONSIDERATION INTO WHICH THIS FUND IS REDEEMABLE. FURTHER, NONE OF THE MSCI PARTIES HAS ANY OBLIGATION OR LIABILITY TO THE ISSUER OR OWNERS OF THIS FUND OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR OFFERING OF THIS FUND. ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE MSCI INDEXES FROM SOURCES THAT MSCI CONSIDERS RELIABLE, NONE OF THE MSCI PARTIES WARRANTS OR GUARANTEES THE ORIGINALITY, ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE ISSUER OF THE FUND, OWNERS OF THE FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. FURTHER, NONE OF THE MSCI PARTIES MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF TITLEANY KIND, NON-INFRINGEMENT, MERCHANTABILITY, AND THE MSCI PARTIES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE, ACCURACY OR COMPLETENESS, SATISFACTORY QUALITY, WITH RESPECT TO EACH MSCI INDEX AND QUIET ENJOYMENT, OR OTHER WARRANTIES OR CONDITIONS ARISING BY STATUTE, OPERATION OR LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE ARE HEREBY DISCLAIMEDANY DATA INCLUDED THEREIN. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER. ONPAGE DOES NOT WARRANT THAT THE USE WITHOUT LIMITING ANY OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREETHIS WARRANTY DISCLAIMER IS A FUNDAMENTAL ELEMENT FOREGOING, IN NO EVENT SHALL ANY OF THE BASIS MSCI PARTIES HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE BARGAIN BETWEEN CUSTOMER AND ONPAGE. ONPAGE WOULD NOT PROVIDE THE SOFTWARE OR SERVICES ABSENT POSSIBILITY OF SUCH DISCLAIMER. NO REPRESENTATIONS OR WARRANTIES ARE MADE BY ANY OF ONPAGE’S LICENSORS UNDER OR BY VIRTUE OF THIS AGREEMENT; (B) CUSTOMER ACKNOWLEDGES AND AGREES THAT ONPAGE AND ITS LICENSORS CANNOT TRANSMIT DATA VIA THE SOFTWARE IF THE CUSTOMER’S HANDHELD DEVICE IS UNREACHABLE (E.G. OUT OF CELLULAR COVERAGE, POWERED OFF, ETCDAMAGES.); (Cc) CUSTOMER ACKNOWLEDGES AND AGREES THAT WIRELESS COMMUNICATIONS ARELicensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in any Informational Materials (other than the prospectus) relating to the Funds and upon request shall furnish a copy (copies) thereof to MSCI: [Index name] is a service mark and the exclusive property of MSCI Inc. or its affiliates (“MSCI”) and has been licensed for use by [Licensee]. The Funds are not sponsored, BY THEIR NATUREendorsed, NOT FAIL PROOF. ONPAGE DOES NOT REPRESENT OR WARRANT THAT THE USE OF THE SOFTWARE AND SERVICES IN MISSION-CRITICAL APPLICATIONS OR IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS, COMPLIES WITH LAWS, RULES, REGULATIONS AND PROCEDURES APPLICALBE TO THE USE OF CELLULAR SERVICES IN SUCH ENVIRONMENTSsold or promoted by MSCI and MSCI does not make any representation regarding the advisability of investing in any of the Funds. (d) [***]. (e) The provisions of this Section 10 shall survive termination of this Agreement or any Schedule or portion thereof.

Warranties Disclaimers. a. We warrant that the Services will be accessible 98.0% of the time, measured monthly (Athe “Uptime Warranty”). The Uptime Warranty shall not apply where downtime or interruption of the Services results from: (i) scheduled routine maintenance, repair, and upgrade of the Services, of which we will notify you at least 24 hours in advance; (ii) unscheduled emergency maintenance or repair (iii) issues or failures with your Equipment, service providers, software, communications or internet providers; (iv) the actions, omissions, or failures of any third party providers; (v) your or your Users’ material acts or omissions; (vi) any suspension or termination of your or your Users’ access to the Services by us; or (vii) a Force Majeure event as defined under Section 21 of the Agreement. b. In the event we fail to comply with the Uptime Warranty, we will use commercially reasonable efforts to provide you with an error correction or work-around that corrects the reported non-conformity. This will be your sole remedy under this Section 13. c. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SITE PLATFORM AND THE SERVICES ARE PROVIDED ON AN “AS AS-IS” AND ON “AS AVAILABLE” BASIS. WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONSWARRANTIES, WHETHER EXPRESS, IMPLIED, AND STATUTORYSTATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USEPURPOSE, ACCURACY OR COMPLETENESS, SATISFACTORY QUALITYTITLE AND NON-INFRINGEMENT, AND QUIET ENJOYMENT, OR OTHER ALL WARRANTIES OR CONDITIONS ARISING BY STATUTE, OPERATION OR LAW, FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE TO THE MAXIMUM EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OF TRADE OR OTHERWISE ARE HEREBY DISCLAIMED. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER. ONPAGE DOES NOT WARRANT ANY KIND THAT THE USE SERVICES OR RESULTS OF THE SOFTWARE USE THEREOF, WILL MEET YOUR OR SERVICES WILL YOUR USERS' REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE UNINTERRUPTED COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREETHIS WARRANTY DISCLAIMER IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN CUSTOMER AND ONPAGE. ONPAGE WOULD NOT PROVIDE THE SOFTWARE OR SERVICES ABSENT SUCH DISCLAIMER. NO REPRESENTATIONS OR WARRANTIES ARE MADE BY ANY OF ONPAGE’S LICENSORS UNDER OR BY VIRTUE OF THIS AGREEMENT; (B) CUSTOMER ACKNOWLEDGES AND AGREES THAT ONPAGE AND ITS LICENSORS CANNOT TRANSMIT DATA VIA THE SOFTWARE IF THE CUSTOMER’S HANDHELD DEVICE IS UNREACHABLE (E.G. OUT OF CELLULAR COVERAGE, POWERED OFF, ETCFREE.); (C) CUSTOMER ACKNOWLEDGES AND AGREES THAT WIRELESS COMMUNICATIONS ARE, BY THEIR NATURE, NOT FAIL PROOF. ONPAGE DOES NOT REPRESENT OR WARRANT THAT THE USE OF THE SOFTWARE AND SERVICES IN MISSION-CRITICAL APPLICATIONS OR IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS, COMPLIES WITH LAWS, RULES, REGULATIONS AND PROCEDURES APPLICALBE TO THE USE OF CELLULAR SERVICES IN SUCH ENVIRONMENTS.

Warranties Disclaimers. a) QPAY represents and warrants that: (Ai) THE SITE AND SERVICES ARE it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof, and (ii) it owns or otherwise has sufficient rights to the Service and the QPAY Intellectual Property to grant the license granted herein. b) EXCEPT AS EXPRESSLY PROVIDED ON AN “AS IS” AND ON “AS AVAILABLE” BASIS. ALL WARRANTIES AND CONDITIONSIN SECTION 6(a), QPAY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, AND STATUTORY, OR OTHERWISE. QPAY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES ANY WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USEPURPOSE, ACCURACY OR COMPLETENESS, SATISFACTORY QUALITY, AND QUIET ENJOYMENT, OR OTHER WARRANTIES OR CONDITIONS ARISING TO THE MAXIMUM EXTENT PERMITTED BY STATUTE, OPERATION OR APPLICABLE LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE ARE HEREBY DISCLAIMED. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER. ONPAGE QPAY DOES NOT WARRANT THAT THE USE OF SERVICE WILL MEET THE SOFTWARE CUSTOMER’S PARTICULAR REQUIREMENTS OR SERVICES THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREETHIS WARRANTY DISCLAIMER IS A FUNDAMENTAL ELEMENT FREE. c) EXCEPT FOR WITH RESPECT TO ITS CONFIDENTIALITY AND 3RD PARTY INDEMNITY OBLIGATIONS HEREUNDER, IN NO EVENT WILL QPAY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER HEREUNDER. IN NO EVENT WILL QPAY HAVE ANY LIABILITY TO CUSTOMER FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT CUSTOMER HAS BEEN ADVISED OF THE BASIS POSSIBILITY OF THE BARGAIN BETWEEN CUSTOMER AND ONPAGESUCH DAMAGES. ONPAGE WOULD NOT PROVIDE THE SOFTWARE OR SERVICES ABSENT SUCH DISCLAIMER. NO REPRESENTATIONS OR WARRANTIES ARE MADE BY ANY OF ONPAGE’S LICENSORS UNDER OR BY VIRTUE OF THIS AGREEMENT; Except for actions for non-payment or breach of either party’s intellectual property rights, no action (Bregardless of form) CUSTOMER ACKNOWLEDGES AND AGREES THAT ONPAGE AND ITS LICENSORS CANNOT TRANSMIT DATA VIA THE SOFTWARE IF THE CUSTOMER’S HANDHELD DEVICE IS UNREACHABLE arising out of this Agreement may be commenced by either party more than two (E.G. OUT OF CELLULAR COVERAGE, POWERED OFF, ETC2) years after the cause of action has accrued.); (C) CUSTOMER ACKNOWLEDGES AND AGREES THAT WIRELESS COMMUNICATIONS ARE, BY THEIR NATURE, NOT FAIL PROOF. ONPAGE DOES NOT REPRESENT OR WARRANT THAT THE USE OF THE SOFTWARE AND SERVICES IN MISSION-CRITICAL APPLICATIONS OR IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS, COMPLIES WITH LAWS, RULES, REGULATIONS AND PROCEDURES APPLICALBE TO THE USE OF CELLULAR SERVICES IN SUCH ENVIRONMENTS.