WARRANTIES, REMEDIES AND DISCLAIMERS Sample Clauses
WARRANTIES, REMEDIES AND DISCLAIMERS. A. Subject to the limitation on liability and the remedies provided for under the SLA, which shall be Customer sole remedy for SAVVIS breach of the SLA, SAVVIS shall, at SAVVIS’ own expense, defend Customer against any and all claims, cost, expenses or liability (including reasonable attorney’s fees) to the extent arising out of or in connection with the breach of any representations or warranties set forth in this Agreement, or that the Customer Environment, products, Services, or the Connections infringe on any third party’s property or ownership rights. SAVVIS shall, at SAVVIS’ sole option, either (i) settle any such claim, (ii) secure valid rights for Customer’s continued use or (iii) furnish equivalent Customer Environment that is not infringing and that can be used to satisfy the original specifications in SAVVIS’ determination. SAVVIS shall be relieved of its obligation to defend, indemnify and hold harmless the indemnified parties from any such claim solely to the extent that the alleged infringement results from: (a) a modification of the product or services or Connection by or on behalf of the Customer, but only if such modification was not made or authorized by SAVVIS; (b) use of the product or services or Connection by Customer other than in accordance with the terms of this Agreement; (c ) use of the product or services or Connections by Customer in combination with any other hardware, software or other materials that causes the product of services or Connection to be infringing, but only if such combination was not made or authorized by SAVVIS. This indemnity and remedy by SAVVIS shall be valid only if (i) Customer gives SAVVIS prompt written notice upon its receipt of any such claim, (ii) Customer provides SAVVIS with all pertinent information in Customer’s possession relative to such claim and (iii) SAVVIS shall have sole control over the settlement or defense of such claim, provided that such settlement is reasonable.
B. Customer shall defend SAVVIS against any and all claims, cost, expenses or liability (including reasonable attorney’s fees) to the extent arising out of Customer’s use of the Services, or its operation of the Equipment within the Customer Environment. This indemnity and remedy by Customer shall be valid only if (i) SAVVIS gives Customer prompt written notice upon its receipt of any such claim, (ii) SAVVIS provides Customer with all pertinent information in SAVVIS’ possession relative to such claims and (iii) Customer shall...
WARRANTIES, REMEDIES AND DISCLAIMERS. 10.1. Incident IQ warrants that it will perform the Cloud Services in all material respects as described in Your Order Form. If the Cloud Services provided to You were not performed as warranted, You must promptly provide written notice to Incident IQ that describes the deficiency in the Cloud Services.
10.2. INCIDENT IQ DOES NOT GUARANTEE THAT (A) THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT INCIDENT IQ WILL CORRECT ALL SERVICES ERRORS, (B) THE SERVICES WILL OPERATE IN COMBINATION WITH YOUR CONTENT OR YOUR APPLICATIONS, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY INCIDENT IQ, AND (C) THE CLOUD SERVICES WILL MEET YOUR REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS. YOU ACKNOWLEDGE THAT INCIDENT IQ DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE CLOUD SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. INCIDENT IQ IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. INCIDENT IQ IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE CLOUD SERVICES THAT ARISE FROM YOUR DATA OR THIRD PARTY CONTENT. INCIDENT IQ DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS, OR USEFULNESS OF THIRD PARTY CONTENT, AND DISCLAIMS ALL LIABILITIES ARISING FROM OR RELATED TO THIRD PARTY CONTENT.
10.3. FOR ANY BREACH OF THE CLOUD SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND INCIDENT IQ’S ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT CLOUD SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF INCIDENT IQ CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT CLOUD SERVICES AND INCIDENT IQ WILL REFUND TO YOU THE FEES FOR THE TERMINATED SERVICES THAT YOU PRE-PAID TO INCIDENT IQ FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION.
10.4. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
WARRANTIES, REMEDIES AND DISCLAIMERS. 9.1 Each party represents and warrants that (i) it has the legal power to enter into and perform under this Agreement; and (ii) it shall comply with all other applicable laws in its performance hereunder.
9.2 Warranties specific to each Proofpoint Product shall be set forth in an applicable Product Exhibit, executed by both parties.
9.3 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE AND IN EACH PRODUCT EXHIBIT, PROOFPOINT AND PROOFPOINT LICENSORS DISCLAIM ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INCLUDING WITHOUT LIMITATION REGULATORY COMPLIANCE, PERFORMANCE, ACCURACY, RELIABILITY, AND NONINFRINGEMENT. PROOFPOINT DOES NOT WARRANT THE ACCURACY OF 10. LIMITATION OF LIABILITY & INDEMNIFICATION
WARRANTIES, REMEDIES AND DISCLAIMERS. 1.2.1 Each party warrants that (i) it has the legal power to enter into, and perform under, the Agreement; and (ii) it shall comply with all applicable laws in its performance hereunder.
WARRANTIES, REMEDIES AND DISCLAIMERS. A. COMSTOR shall, at COMSTOR's own expense, defend, indemnify and hold Customer harmless against any and all claims that the Collocation Space used by Customer hereunder infringes on any third party's property or ownership rights. COMSTOR shall, at COMSTOR's sole option, either (i) settle any such claim, (ii) secure valid rights for Customer's continued use, or (iii) -------------------------------------------------------------------------------- 6 -------------------------------------------------------------------------------- furnish equivalent Collocation Space satisfactory to Customer within the terminal facility, that is not infringing and that can be used to satisfy the original specifications in COMSTOR's determination. This warranty and remedy by COMSTOR shall be valid only if (i) Customer gives COMSTOR prompt written notice upon Customer's receipt of any such claim, (ii) Customer provides COMSTOR with all pertinent information in its possession relative to such claim and (iii) COMSTOR shall have sole control over the settlement or defense of such claim.
B. Except for the warranties set forth in this Article, there are no warranties, whether express, implied, oral, or written, with respect to the Collocation Space or services covered or furnished pursuant to this Agreement, including but not limited to, any implied warranty of merchantability or fitness for a particular purpose. Moreover, the remedies provided in this Article are exclusive and in lieu of all other remedies.
WARRANTIES, REMEDIES AND DISCLAIMERS. 11.1 Incident IQ warrants that it will make all reasonable efforts to perform the Cloud Services in all material respects as described in Your Order Form. If the Cloud Services provided to You were not performed as warranted, You must promptly provide written notice to Incident IQ that describes the deficiency in the Cloud Services.
11.2 Incident IQ does not guarantee that:
11.2.1 The services will be performed error-free or uninterrupted, or that Incident IQ will correct all services errors;
11.2.2 The services will operate in combination with your content or your applications, or with any other hardware, software, systems or data not provided by Incident IQ, and the Cloud Services will meet your requirements, specifications or expectations. You acknowledge that Incident IQ does not control the transfer of data over communications facilities, including the internet, and that the cloud services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. Neither party shall be responsible for any delays, delivery failures, or other damage resulting from such problems. Incident IQ is not responsible for any issues related to the performance, operation or security of the cloud services that arise from your data or third-party content;
11.2.3 Any representation or warranty regarding the reliability, accuracy, completeness, correctness, or usefulness of third-party content, and disclaims all liabilities arising from or related to third party content is true.
11.3 For any breach of the Cloud Services warranty, Your exclusive remedy and Incident IQ’s entire liability, shall be the correction of the deficient Cloud Services that caused the breach of warranty, or, if Incident IQ cannot substantially correct the deficiency in a commercially reasonable manner, You may end the deficient Cloud Services, and Incident IQ will refund to you the fees for the terminated services that you pre-paid to Incident IQ for the period following the effective date of termination, in a manner consistent with 10.2 above.
11.4 To the extent not prohibited by law, these warranties are exclusive and there are no other express or implied warranties or conditions including for software, hardware, systems, networks or environments or for merchantability, satisfactory quality and fitness for a particular purpose.
WARRANTIES, REMEDIES AND DISCLAIMERS. 9.1 Each party represents and warrants that (i) it has the legal power to enter into and perform under this Agreement; and
WARRANTIES, REMEDIES AND DISCLAIMERS. 12.1. Other warranties, remedies and disclaimers may be found in Attachments.
12.2. Except as noted in subparagraph 12.3 below, FirePlug warrants any processing or storage services furnished on FirePlug's systems hereunder against malfunctions, errors or loss of data which are due solely to errors on the part of FirePlug, its equipment or its employees. If Customer notifies FirePlug in writing and furnishes adequate documentation of any malfunction, error or loss of data covered by the above warranty within 30 days after its occurrence then:
(1) with respect to malfunction or error, FirePlug shall grant a credit to the amount charged by FirePlug for that portion of such service which falls within reasonable checkpoint intervals; and
(2) with respect to lost data, FirePlug shall (at FirePlug's discretion) either: (i) regenerate without charge any lost data from FirePlug's normal backup materials or from Customer specific backup materials if Customer has specified and paid for more frequent backups, or (ii) regenerate without charge any lost data if the Customer provides adequate backup materials in machine readable form, or (iii) if Customer does not provide such backup materials, grant Customer a credit in an amount equal to the FirePlug estimated cost of regeneration, such estimate made as if such backup material were available.
12.3. FirePlug MAKES NO WARRANTY, AND HEREBY DISCLAIMS ANY LIABILITY WITH RESPECT TO SOFTWARE RESIDING IN FirePlug's VENDOR LIBRARY OR ANY DATA BASE OR SOURCE DATA, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, ADEQUACY, COMPLETENESS, USEFULNESS OR RELIABILITY, WHICH IS MADE AVAILABLE TO Customer BY FirePlug, OR USED BY Customer IN CONNECTION WITH ANY GOODS OR SERVICES COVERED BY THIS AGREEMENT.
12.4. FirePlug's OBLIGATIONS UNDER THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE CONDITIONED UPON REQUEST BY FirePlug OF NOTICE AND ADEQUATE DOCUMENTATION AS STATED IN THIS AGREEMENT. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT, THERE ARE NO WARRANTIES, WHETHER EXPRESS, IMPLIED, ORAL OR WRITTEN, WITH PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY PARTICULAR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MOREOVER, THE REMEDIES PROVIDED FOR IN THIS CLAUSE 12 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REMEDIES.
WARRANTIES, REMEDIES AND DISCLAIMERS. 7.1. Each Party warrants that it has validly entered into this Agreement and has the legal power to do so.
WARRANTIES, REMEDIES AND DISCLAIMERS. A. Signum Corporate Communications Limited shall, at Signum Corporate Communications Limited’s own expense, defend The Customer against any and all claims that the colocation space used by The Customer hereunder infringes on any third party’s property or ownership rights. Signum Corporate Communications Limited shall, at Signum Corporate Communications Limited’s sole option either:
(i) Settle any such claim
(ii) Secure valid rights for The Customer’s continued use, or
(iii) Furnish equivalent colocation space that is not infringing and that can be used to satisfy the original specifications in Signum Corporate Communications Limited’s determination. This warranty and remedy by Signum Corporate Communications Limited shall be valid only if;
(i) The Customer gives Signum Corporate Communications Limited prompt written notice upon The Customer’s receipt of any such claim
(ii) The Customer provides Signum Corporate Communications Limited with all pertinent information in its possession relative to such claim
(iii) Signum Corporate Communications Limited shall have sole control over the settlement or defence of such claim.
B. The colocation space is accepted “as is” by The Customer. The Customer acknowledges that no representation has been made by Signum Corporate Communications Limited as to the fitness of the colocation space for The Customer’s intended purpose. Except for the warranties set forth in this Agreement, there are no warranties, whether express, implied, oral, or written, with respect to the colocation space or services covered or furnished pursuant to this Agreement, including but not limited to, any implied warranty of merchantability or fitness for a particular purpose. Moreover, the remedies provided in this Agreement are exclusive and in lieu of all other remedies.