Common use of Warranties Clause in Contracts

Warranties. 9.1 NCR Voyix warrants that the Service and Software will be materially as described in their published user documentation. Provided that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformance, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchase, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf in accordance with the terms stated at the Account Portal. THESE ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruption. 9.2 You warrant that: (a) you are at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customer.

Appears in 162 contracts

Sources: Merchant Agreement, Merchant Agreement, Merchant Agreement

Warranties. 9.1 NCR Voyix 11.1 Seller represents and warrants that it has the Service right to sell the hardware/equipment and Software license the software, and, if applicable, authorized to provide the Services, provided under this EPL Agreement. 11.2 Seller represents and warrants that Purchaser shall acquire good and clear title to the hardware/equipment purchased hereunder, free and clear of all liens and encumbrances. 11.3 Seller represents and warrants that unless otherwise specified in RFP No. 4599 and/or the published EPL, each Product delivered shall be delivered new and not as a “used, substituted, rebuilt, refurbished or reinstalled” Product. 11.4 Seller represents and warrants that it has and will be materially as described obtain and pass through to Purchaser any and all warranties obtained or available from the manufacturer/licensor of the Product. 11.5 Unless a longer warranty period is specified in their the RFP, the supplemental agreement and/or purchase order, or the published user documentation. Provided EPL, Seller represents and warrants that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform hardware/equipment provided pursuant to this warrantyEPL Agreement shall be free from defects in material, manufacture, design and workmanship for a period of one (1) year after acceptance. If NCR Voyix Seller’s obligation pursuant to this warranty shall include, but is unable reasonably not limited to, the repair or replacement of the hardware/equipment, or the redoing of the faulty installation, at no cost to do so, as your sole remedy you may terminate Purchaser. In the Service by giving written notice to NCR Voyix event Seller cannot repair or replace the hardware/equipment during the warranty period within 30 ten (10) working days after receipt of notice of the nonconformancedefect, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchase, and NCR Voyix will replace or Seller shall refund the purchase price of nonconforming Hardwarethe hardware/equipment and refund any fees paid for services that directly relate to the defective hardware/equipment, and Purchaser shall have the right to cancel/terminate the supplemental agreement and/or purchase order. Warranty claims must be submitted Purchaser’s rights hereunder are in addition to any other rights Purchaser may have. 11.6 Seller represents and warrants that all Products and Services provided by you Seller shall meet or exceed the minimum specifications set forth in RFP No. 4599 and the published EPL. 11.7 Unless a Reseller on your behalf longer warranty period is specified in accordance with the terms stated at the Account Portal. THESE ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIESpurchase order, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant Seller represents and warrants that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will software provided pursuant to this EPL Agreement shall be free from material defects and provide Purchaser complete functionality necessary for the operation of the system for a period of ninety (90) days after acceptance. Seller’s obligations pursuant to this warranty shall include, but are not limited to, the repair of all bugs defects or the replacement of the software at the expense of Seller. In the event Seller is unable to repair or replace the software within ten (10) working days after receipt of notice of the defect, Purchaser shall be entitled to a full refund of the fees paid and errors; or that a Product will operate without interruptionshall have the right to cancel/terminate the supplemental agreement and/or purchase order. Purchaser’s rights hereunder are in addition to any other rights Purchaser may have. 9.2 You warrant that11.8 Unless a different warranty period is specified in the published EPL, Seller represents and warrants, for a period of ninety (90) days from performance of Services, that all work hereunder, including but not limited to, consulting, training and technical support, has been performed in a good and workmanlike manner and consistent with generally accepted industry standards. For any breach of this warranty, Seller shall perform the Services again, at no cost to Purchaser, or if Seller is unable to perform the Services as warranted, Seller shall reimburse Purchaser the fees paid to Seller for the unsatisfactory Services. 11.9 Seller represents and warrants that there is no disabling code or lockup program or device embedded in the Products provided to Purchaser. Seller further agrees that it will not, under any circumstances, take any step which would in any manner interfere with Purchaser’s use of the Products and/or which would restrict Purchaser from accessing its data files or in any way interfere with the transaction of Purchaser’s business. For any breach of this warranty, Seller at its expense shall, within five (5) working days after receipt of notification of the breach, deliver Products to Purchaser that are free of such disabling code, lockup program or device. 11.10 Seller represents and warrants that there are no computer viruses contained in the Products delivered to Purchaser. For any breach of this warranty, Seller at its expense shall, within five (5) working days after receipt of notification of the breach, deliver Products to Purchaser that are free of any virus, and shall be responsible for repairing, at Seller’s expense, any and all damage done by the virus to Purchaser’s site. 11.11 Seller represents and warrants that it will ensure its compliance with the Mississippi Employment Protection Act, Section 71-11-1, et seq. of the Mississippi Code Annotated (Supp2008) and will register and participate in the status verification system for all newly hired employees. The term “employee” as used herein means any person that is hired to perform work within the State of Mississippi. As used herein, “status verification system” means the Illegal Immigration Reform and Immigration Responsibility Act of 1996 that is operated by the United States Department of Homeland Security, also known as the E-Verify Program, or any other successor electronic verification system replacing the E-Verify Program. Seller agrees to maintain records of such compliance and, upon request of the State and approval of the Social Security Administration or Department of Homeland Security where required, to provide a copy of each such verification to the State. Seller further represents and warrants that any person assigned to perform services hereunder meets the employment eligibility requirements of all immigration laws of the State of Mississippi. Seller understands and agrees that any breach of these warranties may subject Seller to the following: (a) you are at least 18 years termination/cancellation of age; the supplemental agreement and/or purchase order and this EPL Agreement and ineligibility for any state or public contract in Mississippi for up to three (3) years, with notice of such cancellation/termination being made public, or (b) you are eligible the loss of any license, permit, certification or other document granted to register and use Seller by an agency, department or governmental entity for the Service and have the rightright to do business in Mississippi for up to one (1) year, power, and ability to enter into and perform under this Agreement; or (c) both. In the name you identify when you register event of such termination/cancellation, Seller would also be liable for any additional costs incurred by the State due to the supplement/purchase order(s) and this EPL Agreement’s cancellation/termination or loss of license or permit. 11.12 Seller represents and warrants that no official or employee of Purchaser or of ITS, and no other public official of the State of Mississippi who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of the project shall, prior to the completion of said project, voluntarily acquire any personal interest, direct or indirect, in the purchase order. 11.13 The Seller represents and warrants that no elected or appointed officer or other employee of the State of Mississippi, nor any member of or delegate to Congress has or shall benefit financially or materially from this EPL Agreement. No individual employed by the State of Mississippi shall be admitted to any share or part of the EPL Agreement or to any benefit that may arise therefrom. The State of Mississippi may, by written notice to the Seller, terminate the right of the Seller to proceed under this EPL Agreement if it is your real name found, after notice and hearing by the ITS Executive Director or his/her designee, that gratuities in the business name under which you sell goods and services; (d) form of entertainment, gifts, jobs, or otherwise were offered or given by the Seller to any sales transaction you submit will represent a bona fide sale by you, will accurately describe officer or employee of the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customer.State of

Appears in 13 contracts

Sources: Express Products List Purchase Agreement, Express Products List Purchase Agreement, Express Products List Purchase Agreement

Warranties. 9.1 NCR Voyix Section 13.01 The Supplier hereby represents and warrants that upon Delivery: (a) the Service and Software will be materially Products are free from Defects, and (b) the packaging of the Products is as described in their published user documentation. Provided that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate agreed between the Service by giving written notice to NCR Voyix within 30 days after the nonconformanceParties, and NCR Voyix will cease delivering where the Service within 30 days Parties have not made any particular agreement, is of market standard quality, complies with applicable Law and has the proper and full declaration necessary for its intended purpose. For the avoidance of doubt, the representations and warranties in this Section 13.01(b) shall not apply in respect of any non-conformance which according to the reasonable conclusion of the Parties has likely been caused by any repacking of the Products by the Recipient after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchaseDelivery. Section 13.02 The warranty period shall, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or on a Reseller on your behalf Product-by-Product basis, start upon Delivery in accordance with the terms Delivery Terms and end, by Product, concurrently with the end of the corresponding warranty and indemnities periods stated at in the Account Portalagreements between the Recipient and its end customer as on the Effective Date (and any prolongations of such warranty and indemnity periods agreed between the Recipient and its end customers after the Effective Date to the extent such prolongations have been approved by the Supplier in its reasonable discretion). THESE ARE The Recipient shall provide the Supplier with access to historical product data as reasonably necessary to address warranty claims. Section 13.03 EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES SUPPLIER DOES NOT PROVIDE ANY REPRESENTATION OR WARRANTY REMEDIES, ORAL OR WRITTEN, OF ANY KIND (EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data) IN RESPECT OF THE PRODUCTS OR THEIR MANUFACTURE OR DELIVERY, reportsAND ANY OTHER REPRESENTATIONS AND WARRANTIES THAT MAY BE IMPLIED BY STATUTE, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruptionPRECEDENTS OR OTHERWISE ARE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY EXCLUDED. 9.2 You warrant that: Section 13.04 The warranties set out in this Article XIII (aand all related provisions of this Agreement) you are at least 18 years of age; shall apply retroactively and mutatis mutandis to any Products delivered by the Supplier before the Effective Date (b) you are eligible so that the Recipient shall be entitled to register and use assert warranty claims against the Service and have the right, power, and ability to enter into and perform Supplier under this AgreementAgreement in respect of any Defects or non-compliant packaging of Products delivered before the Effective Date); it being specified that the notification requirements and other processes set out in Article VII shall not apply retroactively, provided that in respect of any Defects discovered before the Effective Date, the Recipient shall inform the Supplier (cand follow the other processes set out in Article VII) without undue delay after the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customerEffective Date.

Appears in 7 contracts

Sources: Supply Agreement (Phinia Inc.), Supply Agreement (Phinia Inc.), Supply Agreement (Phinia Inc.)

Warranties. 9.1 NCR Voyix 11.1 Seller represents and warrants that it has the Service right to sell the hardware/equipment and Software license the software, and, if applicable, authorized to provide the Services, provided under this EPL Agreement. 11.2 Seller represents and warrants that Purchaser shall acquire good and clear title to the hardware/equipment purchased hereunder, free and clear of all liens and encumbrances. 11.3 Seller represents and warrants that unless otherwise specified in RFP No. 4599 and/or the published EPL, each Product delivered shall be delivered new and not as a “used, substituted, rebuilt, refurbished or reinstalled” Product. 11.4 Seller represents and warrants that it has and will be materially as described obtain and pass through to Purchaser any and all warranties obtained or available from the manufacturer/licensor of the Product. 11.5 Unless a longer warranty period is specified in their the RFP, the supplemental agreement and/or purchase order, or the published user documentation. Provided EPL, Seller represents and warrants that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform hardware/equipment provided pursuant to this warrantyEPL Agreement shall be free from defects in material, manufacture, design and workmanship for a period of one (1) year after acceptance. If NCR Voyix Seller’s obligation pursuant to this warranty shall include, but is unable reasonably not limited to, the repair or replacement of the hardware/equipment, or the redoing of the faulty installation, at no cost to do so, as your sole remedy you may terminate Purchaser. In the Service by giving written notice to NCR Voyix event Seller cannot repair or replace the hardware/equipment during the warranty period within 30 ten (10) working days after receipt of notice of the nonconformancedefect, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchase, and NCR Voyix will replace or Seller shall refund the purchase price of nonconforming Hardwarethe hardware/equipment and refund any fees paid for services that directly relate to the defective hardware/equipment, and Purchaser shall have the right to cancel/terminate the supplemental agreement and/or purchase order. Warranty claims must be submitted Purchaser’s rights hereunder are in addition to any other rights Purchaser may have. 11.6 Seller represents and warrants that all Products and Services provided by you Seller shall meet or exceed the minimum specifications set forth in RFP No. 4599 and the published EPL. 11.7 Unless a Reseller on your behalf longer warranty period is specified in accordance with the terms stated at the Account Portal. THESE ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIESpurchase order, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant Seller represents and warrants that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will software provided pursuant to this EPL Agreement shall be free from material defects and provide Purchaser complete functionality necessary for the operation of the system for a period of ninety (90) days after acceptance. Seller’s obligations pursuant to this warranty shall include, but are not limited to, the repair of all bugs defects or the replacement of the software at the expense of Seller. In the event Seller is unable to repair or replace the software within ten (10) working days after receipt of notice of the defect, Purchaser shall be entitled to a full refund of the fees paid and errors; or that a Product will operate without interruptionshall have the right to cancel/terminate the supplemental agreement and/or purchase order. Purchaser’s rights hereunder are in addition to any other rights Purchaser may have. 9.2 You warrant that11.8 Unless a different warranty period is specified in the published EPL, Seller represents and warrants, for a period of ninety (90) days from performance of Services, that all work hereunder, including but not limited to, consulting, training and technical support, has been performed in a good and workmanlike manner and consistent with generally accepted industry standards. For any breach of this warranty, Seller shall perform the Services again, at no cost to Purchaser, or if Seller is unable to perform the Services as warranted, Seller shall reimburse Purchaser the fees paid to Seller for the unsatisfactory Services. 11.9 Seller represents and warrants that there is no disabling code or lockup program or device embedded in the Products provided to Purchaser. Seller further agrees that it will not, under any circumstances, take any step which would in any manner interfere with Purchaser’s use of the Products and/or which would restrict Purchaser from accessing its data files or in any way interfere with the transaction of Purchaser’s business. For any breach of this warranty, Seller at its expense shall, within five (5) working days after receipt of notification of the breach, deliver Products to Purchaser that are free of such disabling code, lockup program or device. 11.10 Seller represents and warrants that there are no computer viruses contained in the Products delivered to Purchaser. For any breach of this warranty, Seller at its expense shall, within five (5) working days after receipt of notification of the breach, deliver Products to Purchaser that are free of any virus, and shall be responsible for repairing, at Seller’s expense, any and all damage done by the virus to Purchaser’s site. 11.11 Seller represents and warrants that it will ensure its compliance with the Mississippi Employment Protection Act, Section 71-11-1, et seq. of the Mississippi Code Annotated (Supp2008) and will register and participate in the status verification system for all newly hired employees. The term “employee” as used herein means any person that is hired to perform work within the State of Mississippi. As used herein, “status verification system” means the Illegal Immigration Reform and Immigration Responsibility Act of 1996 that is operated by the United States Department of Homeland Security, also known as the E-Verify Program, or any other successor electronic verification system replacing the E-Verify Program. Seller agrees to maintain records of such compliance and, upon request of the State and approval of the Social Security Administration or Department of Homeland Security where required, to provide a copy of each such verification to the State. Seller further represents and warrants that any person assigned to perform services hereunder meets the employment eligibility requirements of all immigration laws of the State of Mississippi. Seller understands and agrees that any breach of these warranties may subject Seller to the following: (a) you are at least 18 years termination/cancellation of age; the supplemental agreement and/or purchase order and this EPL Agreement and ineligibility for any state or public contract in Mississippi for up to three (3) years, with notice of such cancellation/termination being made public, or (b) you are eligible the loss of any license, permit, certification or other document granted to register and use Seller by an agency, department or governmental entity for the Service and have the rightright to do business in Mississippi for up to one (1) year, power, and ability to enter into and perform under this Agreement; or (c) both. In the name you identify when you register event of such termination/cancellation, Seller would also be liable for any additional costs incurred by the State due to the supplement/purchase order(s) and this EPL Agreement’s cancellation/termination or loss of license or permit. 11.12 Seller represents and warrants that no official or employee of Purchaser or of ITS, and no other public official of the State of Mississippi who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of the project shall, prior to the completion of said project, voluntarily acquire any personal interest, direct or indirect, in the purchase order. 11.13 The Seller represents and warrants that no elected or appointed officer or other employee of the State of Mississippi, nor any member of or delegate to Congress has or shall benefit financially or materially from this EPL Agreement. No individual employed by the State of Mississippi shall be admitted to any share or part of the EPL Agreement or to any benefit that may arise therefrom. The State of Mississippi may, by written notice to the Seller, terminate the right of the Seller to proceed under this EPL Agreement if it is your real name found, after notice and hearing by the ITS Executive Director or his/her designee, that gratuities in the business name form of entertainment, gifts, jobs, or otherwise were offered or given by the Seller to any officer or employee of the State of Mississippi with a view toward securing this EPL Agreement or securing favorable treatment with respect to the award, or amending or making of any determinations with respect to the performing of such contract, provided that the existence of the facts upon which the ITS Executive Director makes such findings shall be in issue and may be reviewed in any competent court. In the event this EPL Agreement is terminated under which you sell goods and services; (d) any sales transaction you submit will represent this article, the State of Mississippi shall be entitled to pursue the same remedies against the Seller as it would pursue in the event of a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customer.breach of

Appears in 4 contracts

Sources: Express Products List Purchase Agreement, Express Products List Purchase Agreement, Express Products List Purchase Agreement

Warranties. 9.1 NCR Voyix JCI warrants that the Service and Software its Services will be materially as described provided in their published user documentation. Provided that you have timely paid all subscription a good and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformance, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix workmanlike manner for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 90 days from the date of purchaseServices. If JCI receives written notice of a breach of this warranty prior to the end of this warranty period, JCI will re-perform any non-conforming Services at no additional charge within a commercially reasonable time of the notification. JCI warrants that equipment manufactured or labeled by ▇▇▇▇▇▇▇ Controls, Inc. shall be free from defects in material and workmanship arising from normal usage for a period of 90 days. If JCI installs or furnishes a piece of equipment under this Agreement, and NCR Voyix that equipment is covered by a warranty from a manufacturer other than JCI, JCI will transfer the benefits of that manufacturer’s warranty, if any, to Customer and such warranty remedies are exclusive for that equipment. All transportation charges incurred in connection with the warranty for equipment and/or materials not covered under this Agreement shall be borne by Customer. Except as provided herein, if JCI receives written notice of a breach of this warranty prior to the end of this warranty period, JCI will repair or replace (at JCI’s option) the defective equipment. . These warranties do not extend to any Services or refund equipment that have been misused, altered, or repaired by Customer or third parties without the purchase price supervision of nonconforming Hardwareand prior written approval of JCI, or if JCI serial numbers or warranty decals have been removed or altered. All replaced parts or equipment shall become JCI’s property. This warranty is not assignable. Warranty claims service will be provided during normal business hours, excluding holidays. The remedies set forth herein shall be Customer’s sole and exclusive remedy with regards to any warranty claim under this Agreement. Any lawsuit based upon the warranty must be submitted by you or a Reseller on your behalf brought no later than one (1) year after the expiration of the applicable warranty period. This limitation is in accordance with the terms stated at the Account Portallieu of any other applicable statute of limitations. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT THESE WARRANTIES ARE JCI’S SOLE WARRANTIES AND TO THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW ARE NO WARRANTIES IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY OR AND FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruption. 9.2 You warrant that: (a) you are at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customer.

Appears in 4 contracts

Sources: Planned Service Agreement, Planned Service Agreement, Planned Service Agreement

Warranties. 9.1 NCR Voyix University warrants that to the Service and Software will be materially best of its actual knowledge as described in their published user documentation. Provided that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformance, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from of the date of purchaseexecution of this Agreement it has the right to grant the licenses to the Licensed Intellectual Property contained in this Agreement. Disclaimer of all Other Warranties UNIVERSITY PROVIDES LICENSEE THE RIGHTS GRANTED IN THIS AGREEMENT AS IS AND WITH ALL FAULTS, and NCR Voyix will replace or refund the purchase price of nonconforming HardwareIF ANY. Warranty claims must be submitted by you or a Reseller on your behalf in accordance with the terms stated at the Account Portal. THESE ARE THE SOLE UNIVERSITY MAKES NO REPRESENTATIONS AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE EXTENDS NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIESANY KIND, ORAL OR WRITTEN, EITHER EXPRESS OR IMPLIEDIMPLIED CONCERNING THE LICENSED INTELLECTUAL PROPERTY. NCR Voyix does not warrant AMONG OTHER THINGS, UNIVERSITY EXPRESSLY DISCLAIMS ANY WARRANTIES CONCERNING AND MAKES NO REPRESENTATIONS: that a Product will yield any particular business or financial results; that data, reports, or analysis all applications of the Licensed Patents will be accurate in all respects; that a Product will be free from all bugs and errors; allowed or granted or that a Product patent will operate without interruption. 9.2 You warrant that: (a) you are at least 18 years issue from such application(s); concerning the validity, enforceability, interpretation of ageclaims or scope of any Licensed Patent; (b) you are eligible that the exercise of the rights or licenses granted to register and use Licensee under this Agreement will not infringe or violate a third party’s intellectual property rights; that the Service and have exploitation of Licensed Patent or Intellectual Property Rights will be successful; or as to the rightmerchantability, powersuitability, accuracy, completeness, and ability safety of the Licensed Intellectual Property. LIMITATION ON TYPE AND AMOUNT DAMAGES Limitation on Type of Damages University is not liable for any special, consequential, lost profit, loss of business opportunity, expectation, punitive or other indirect damages in connection with any claim arising out of or related to enter into and perform under this Agreement; (c) . Limitation on Amount of Damages. In no event shall University’s liability to Licensee exceed the name you identify when you register is your real name payments made to University by Licensee during the 6 months prior to the event that gave rise to the claim. MISCELLANEOUS Choice of Law and Jurisdiction The internal laws of the state of Minnesota, without giving effect to its conflict of laws principles, govern the validity, construction, and enforceability of this Agreement. All suits, claims, petitions, and other actions to enforce the terms of this Agreement or otherwise in relation to the business name under which you sell goods Licensed Intellectual Property may be brought only in the state courts of Hennepin County, Minnesota. Licensee hereby submits to the jurisdiction of that court and services; (d) waives any sales transaction you submit will represent a bona fide sale by youobjections it may have to that court asserting jurisdiction over the subject matter of this Agreement, will accurately describe the goods Licensee or services sold its assets and delivered property and to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customerexclusive venue in that jurisdiction.

Appears in 3 contracts

Sources: Non Exclusive License Agreement, Non Exclusive License Agreement, Non Exclusive License Agreement

Warranties. 9.1 NCR Voyix The Vendor warrants that the Service and Software will be materially as described in their published user documentation. Provided that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformance, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchase, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf in accordance with the terms stated at the Account Portal. THESE ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruption.that: 9.2 You warrant that: (a) you are at least 18 years of age; it will provide the Services in a safe manner free from risks to health and safety including (without limitation) in compliance with all safety Laws; (b) you are eligible to register the Vendor, and use the Service and all Vendor Personnel have the rightappropriate level of skill, power, training and ability competence to enter into perform the Services safely and perform under this Agreement; to a reasonable standard of workmanship expected in the profession or industry of the Vendor and the Vendor Personnel; (c) the name you identify when you register is your real name or Vendor and all Vendor Personnel will comply will all relevant Laws including without limitation all safety laws applicable to the business name under which you sell goods supply of Goods and/or the performance of Services and services; Chain of Responsibility obligations in the performance of the Services; (d) any sales transaction you submit will represent a bona fide sale by youthere is no prohibition or restriction or other obligation which would preclude, will accurately describe prevent or hinder the goods Vendor or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and the Vendor Personnel from providing the Services in accordance with these Terms; (e) you the Vendor (or if the Vendor uses a third party contractor to store its data, then that third party contractor) has and uses a robust System to protect the security, privacy and integrity of all data it collects, including any data provided to the Vendor by BGC; (f) the Vendor will fulfill all your obligations (upon request) provide BGC with information about the System (including responding to each customer for which you submit a transaction BGC’s reasonable queries about the System), or the privacy and security of its data, and the Vendor will immediately inform BGC of any breach or suspected breach of the System, and will resolve use its best endeavours to rectify the breach as soon as practicable; (g) the Vendor, and all Vendor Personnel, will comply with all relevant policies and procedures of BGC; (h) it will take all steps needed to ensure that BGC is not subject to any dispute claim or complaint directly finding that the Vendor and/or any Vendor Personnel are deemed to be employees of BGC; (i) information, documentation and certification provided to BGC are accurate, valid and in good order; (j) the Vendor will not engage in any action that could conflict with BGC’s rights or with the customerVendor’s obligations under these Terms; and (k) the Vendor is aware that BGC is relying on these warranties. The Vendor indemnifies BGC in respect of any and all claims giving rise to liability on the part of BGC in respect of a breach of this warranty clause howsoever such claims arise.

Appears in 3 contracts

Sources: Vendor and Supplier Contracts, Vendor Supplier Agreement, Vendor and Supplier Contracts

Warranties. 9.1 NCR Voyix Serraview warrants that during the Service and Software will be Term: (a) The functional components of the Services shall perform materially as described in their published user documentation. Provided that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformance, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchase, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf in accordance with the terms stated applicable documentation provided by Serraview or available on Serraview’s web site; and (b) The functionality of the Services will not be materially decreased. As Client's exclusive remedy and Serraview's sole liability for breach of the warranty set forth in this Section (a): (i) Serraview shall correct the non-conforming components of the Services at no additional charge to Client, or (ii) in the Account Portalevent Serraview is unable to correct such deficiencies after good-faith efforts, Serraview shall refund Client the Fees paid that are attributable to the defective Services from the date Serraview received such notice. THESE ARE To receive warranty remedies, Client must promptly report deficiencies in writing to Serraview, but no later than thirty (30) days of the first date the deficiency is first identified by Client. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE SOLE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SERRAVIEW MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE WITH RESPECT TO THE SERVICES. THERE SERRAVIEW DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR FREE OR UNINTERRUPTED. THE LIMITED WARRANTIES PROVIDED HEREIN ARE NO OTHER THE SOLE AND EXCLUSIVE WARRANTIES OR WARRANTY REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruptionPROVIDED TO CLIENT IN CONNECTION WITH THE PROVISION OF THE SERVICES. 9.2 You warrant that: (a) you are at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customer.

Appears in 3 contracts

Sources: Serraview Services Agreement, Serraview Services Agreement, Serraview Services Agreement

Warranties. 9.1 NCR Voyix LMF warrants that the Service LDI Detectors sold hereunder will conform to the Specifications and Software will be materially as described in their published user documentation. Provided that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformance, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against free from defects in manufacture material and workmanship under normal use, storage and service when stored or installed in accordance with instructions provided by LMF for 30 days a period of fifteen (15) months from the date of purchaseshipment from LMF's facility or twelve (12) months from the date of successful installation at the End-User's site, whichever is shorter. BAXS may pass this warranty on to each End-User. This warranty shall not apply and will be considered void if BAXS, its distributors or end users mishandle, misuse, abuse or attempt unauthorized repairs of the LDI Detector. This warranty shall not apply and will be considered void if BAXS, its distributors or end users, modify or alter the LDI Detector without the written consent of LMF. 9.2 If any LDI Detectors are defective in materials or workmanship, or do not conform to the Specifications, BAXS shall have the right to return them to LMF. The defective LDI Detectors will be returned, with a description of the failure, freight collect. The defective LDI Detectors will either be repaired or replaced, at LMF's option and at no charge to BAXS, within twenty (20) working days of receipt, and NCR Voyix returned freight prepaid to BAXS. LMF shall notify BAXS if the LDI Detector will replace or refund be replaced. If the purchase price failure occurs within sixty (60) days of nonconforming Hardware. Warranty claims installation at BAXS' customer's site, then the defective LDI Detector must be submitted repaired or replaced with a new unit of LDI Detector within the schedule described above. 9.3 Should LMF, for any reason, fail to honor the warranty provisions herein, LMF shall be deemed in breach of this Agreement and shall have thirty (30) days from receipt of notice from BAXS to cure such breach. BAXS may pursue any and all other remedies available to it under the law or in equity, in a cumulative manner and not in the alternative. LMF acknowledges that BAXS has an independent reputation with its customers which BAXS may desire to protect despite any breach by you or a Reseller on your behalf in accordance with the terms stated at the Account Portal. THESE ARE LMF. 9.4 LMF DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES AS TO THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES OF SUITABILITY OR MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSEPURPOSE OF ANY LDI DETECTOR OR SOFTWARE FURNISHED HEREUNDER. THERE ARE IN NO OTHER WARRANTIES EVENT SHALL LMF BE LIABLE FOR ANY LOST OR WARRANTY REMEDIESANTICIPATED PROFITS, ORAL OR WRITTENANY INCIDENTAL, EXPRESS EXEMPLARY, SPECIAL, OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that dataCONSEQUENTIAL DAMAGES, reports, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruptionWHETHER OR NOT LMF WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 9.2 You warrant that: (a) you are at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customer.

Appears in 3 contracts

Sources: Supply Agreement (Bruker Axs Inc), Supply Agreement (Bruker Axs Inc), Supply Agreement (Bruker Axs Inc)

Warranties. 9.1 10.1 NCR Voyix warrants that the Service and Software will be materially as described in their published user documentation. Provided that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformance, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchase, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf in accordance with the terms stated at the Web Site or the NCR Silver Account Portal. THESE ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIXNCR. THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruption. 9.2 10.2 You warrant that: (a) you are at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser purchaser, and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customer.

Appears in 3 contracts

Sources: Merchant Agreement, Merchant Agreement, Merchant Agreement

Warranties. 9.1 NCR Voyix warrants In the event that Merchant discovers an error in the Service and Software will be materially as described in their published user documentation. Provided that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service Services or Software that fails which has been caused by either Vantage, Provider Partner, or Profit Stars, Merchant shall immediately notify Vantage and Provider Partner of the existence and details of the error. Vantage and Provider Partner (each as applicable) shall apply commercially reasonable efforts to materially conform correct the error and/or to this warrantywork with each other and Profit Stars to correct the error (as applicable) within a reasonable time after Vantage’s and Provider Partner’s receipt of notification of the error. If NCR Voyix is unable reasonably to do soEXCEPT FOR THE FOREGOING WARRANTY, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformanceEACH OF VANTAGE, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchasePROVIDER PARTNER, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf in accordance with the terms stated at the Account Portal. THESE ARE AND PROFIT STARS MAKES NO OTHER WARRANTIES FOR THE SOLE SERVICES PROVIDED BY EACH OF VANTAGE, PROVIDER PARTNER, AND EXCLUSIVE PROFIT STARS, AND EACH OF VANTAGE, PROVIDER PARTNER, AND PROFIT STARS DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIESEach of Vantage, ORAL OR WRITTENProvider Partner, EXPRESS OR IMPLIED. NCR Voyix and Profit Stars does not warrant that guarantee the completeness or accuracy of the information provided from a Product will yield third-party database. Each of Vantage, Provider Partner, and Profit Stars shall have no liability to Merchant for any particular business invalid Customer information provided by Merchant or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruptionEntries returned unpaid to Merchant. 9.2 You warrant Merchant warrants that: : (a) you are at least 18 years all Entries submitted to each of age; Vantage, Provider Partner, or Profit Stars for processing will comply with applicable laws and regulations and the NACHA Rules pertaining to the Entries; (b) you are eligible Merchant will comply with all laws, regulations and the NACHA Rules applicable to register and use the Service and have the right, power, and ability to enter into and perform under Merchant’s activities covered by this Agreement; ; (c) the name you identify when you register all information provided by Merchant initially in its Merchant Application and associated boarding information and supporting documentation and subsequently in all updates to its Merchant Application and associated boarding information and supporting documentation provided to each of Vantage, Provider Partner, or Profit Stars pursuant to Section 2.1 above is your real name or the business name under which you sell goods valid, complete, accurate and servicesup-to-date; and (d) any sales transaction you submit will represent a bona fide sale by youthe individual signing and submitting this Agreement, will accurately describe the goods Merchant Application for purchase of the Services from each of Vantage, Provider Partner, or services sold Profit Stars, and delivered all future updates to a purchaser the Merchant Application and will be properly reported for tax (including sales associated boarding information and ad valorem tax) purposes; supporting documentation has the legal authority to make and bind Merchant to the agreements, warranties and commitments stated in this Agreement and the submitted Merchant Application on Merchant’s behalf. (e) you It is each of Vantage, Provider Partner, or Profit Stars corporate policy not to knowingly provide processing Services for any person or organization whose use of the processing Services involves or pertains to any activity which is illegal under U.S. law or involves an activity or business with which each of Vantage, Provider Partner, or Profit Stars, as may be applicable, declines to accept and conduct business generally (“Excluded Activity or Activities”). Merchant warrants that it will fulfill all your obligations not conduct any of the Excluded Activities, which include but are not limited to each customer for which you submit a transaction the following: (1) Check cashers or money services businesses (MSBs) (2) Credit repair services, debt consolidation and will resolve any dispute forgiveness programs (3) Government grant or complaint directly will-writing kits (4) Internet gambling or accepting payments in connection with the customer.Internet gambling (5) Internet pharmaceutical sales (6) Internet tobacco or firearms sales (7) Magazine subscriptions (8) Organizations residing outside of North America or U.S. Territories (9) Outbound telemarketing (10) Payday or subprime loan business (11) Pornography or other sexually-oriented business (12) Prepaid vacation/timeshare solicitation services (13) Psychic or horoscope consultation services

Appears in 3 contracts

Sources: Sub Merchant Agreement, Sub Merchant Agreement, Sub Merchant Agreement

Warranties. 9.1 NCR Voyix The Licensee expressly acknowledges and agrees that the use of the JANUS Software is at your sole risk. The Licensor does not and cannot warrant the results that the Licensee may obtain by using the JANUS Software. 9.2 The Licensor is not responsible for problems which may occur as a result of any incompatibility between the JANUS Software and any other software or hardware. The Licensee assumes responsibility for the selection of the JANUS Software to achieve its intended purposes, for making backups of its data regularly and for choosing, maintaining and matching its hardware, operating system software and other application software. Subject to Clause 10.4, the Licensor cannot guarantee the Licensee uninterrupted service or the correction of any errors. 9.3 The JANUS Software is provided "as is" without warranty or condition of any kind, including to the implied warranties or conditions of merchantable quality and fitness for a particular purpose. The Licensor does not warrant that the JANUS Software will meet the Licensee's requirements or that its operation will be error free or free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programmes, PROVIDED THAT the Licensor has used all reasonable commercial endeavours to test for and remove all errors and bugs in and from the JANUS Software. 9.4 The Licensor warrants that the Service and JANUS Software will be materially maintained as described operational during the Term and that any defects or bugs (not directly or indirectly caused by, or as a result of, the Licensee) will be fixed by the Licensor at the Licensor’s cost and expense. For the avoidance of doubt, this clause does not cover any requests by the Licensee for additional functionality (including Updates and Upgrades) to be added to the JANUS Software during the Term. 9.5 The Licensee acknowledges that complex software is never entirely free from security vulnerabilities. Subject to the other provisions of this Agreement, the Licensor gives no warranty that the JANUS Software will be entirely secure. 9.6 The Licensee acknowledges that the Licensor will not provide any legal, financial, accountancy or taxation advice under this Agreement or in their published user documentationrelation to the JANUS Software. Provided Unless otherwise stated in this Agreement, the Licensor does not warrant that you have timely paid all subscription and the JANUS Software, or the use of the JANUS Software by the Licensee, will not give rise to any legal liability on the part of the Licensee or any other fees dueperson. 9.7 The Licensor warrants to the Licensee that the JANUS Software, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate when used by the Service by giving written notice to NCR Voyix within 30 days after the nonconformance, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchase, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf Licensee strictly in accordance with the terms stated at and conditions of this Agreement, will not infringe the Account Portal. THESE ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield Intellectual Property Rights of any particular business or financial results; that data, reportsthird party. 9.8 If the Licensor reasonably determines, or analysis will be accurate any third party alleges, that the use of the JANUS Software by the Licensee in all respects; that a Product will be free from all bugs accordance with the terms and errors; or that a Product will operate without interruption.conditions of this Agreement infringes any third party’s Intellectual Property Rights, the Licensor may, acting reasonably at its own cost and expense: 9.2 You warrant that: (a) you are at least 18 years of ageModify the JANUS Software in such a way that it no longer infringes the relevant Intellectual Property Rights; (or b) you are eligible procure for the Licensee the right to register and use the Service JANUS Software in accordance with the terms and have the right, power, and ability to enter into and perform under conditions of this Agreement; (c) the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customer.

Appears in 2 contracts

Sources: Master Service Agreement, Master Service Agreement

Warranties. 9.1 NCR Voyix Checon hereby warrants that to Customer that:(i) the Service and Software Goods will be materially as described in their published user documentation. Provided that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformance, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against free from defects in manufacture for 30 days from materials and workmanship and materially comply with the date of purchasespecifications set forth in the Agreement (or, if no specifications are set forth in the Agreement, then Checon’s printed specifications); (ii) the Refining Services will be performed in a professional and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf workmanlike manner in accordance with generally recognized industry standards for similar services; and (iii) Metal released from the terms stated Metal Account will materially comply with the specifications set forth in the Agreement(or, if no specifications are set forth in the Agreement, then Checon’s printed specifications)(collectively, the “Warranty”). Customer must bring any Warranty claim within fifteen (15) days after becoming aware of the alleged non-conformance, and the Warranty expires twelve(12) months after the delivery of the Goods or completion of the Refining Service. Customer’s sole and exclusive remedy for any breach of the Warranty is: (a) at Checon’s option, repair or replacement of the Account Portalnon- conforming Goods;(b) re-provision of the applicable Refining Services; or (c) replacement of the non-conforming Metal if Customer provides written Notice to Checon of the non-conformance within five (5) days after Customer discovers the non-conformance. THESE ARE Goods may not be returned without Checon’s prior written authorization, and any costs and expenses in connection with storing, repackaging, and returning any Goods will be the responsibility of Customer. Goods must be returned to Checon in strict compliance with Checon’s written instructions. The Warranty DOES NOT COVER Goods that: (x) have been subject to misuse, negligence, accident, or improper maintenance or storage;(y) have been altered without Checon’s prior written consent; or (z)based on Checon’s examination, do not disclose to Checon’s satisfaction the non-conformance with the Warranty. CHECON HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR TITLE,MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruption,AND NON-INFRINGEMENT. 9.2 You warrant that: (a) you are at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customer.

Appears in 2 contracts

Sources: Terms and Conditions of Sale and Refining, Terms and Conditions of Sale and Refining

Warranties. 9.1 NCR Voyix 5.1 Each party represents and warrants to the other party that: (i) it has the full power and authority to enter into this Agreement and perform its obligations under this Agreement; and (ii) the execution, delivery and performance of this Agreement by it does not violate, conflict with, or constitute a default under any agreement or instrument to which it is a party or by which it is bound, except where such violation, conflict or default would not materially impair such party’s performance of its obligations or the other party’s enjoyment of its rights under this Agreement. 5.2 Genesys warrants to Customer that the Service and Software Professional Services will be materially as described in their published user documentation. Provided that you have timely paid all subscription performed with reasonable care and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformance, skill and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchase, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf in accordance with the terms stated at applicable professional standards and SOW. In the Account Portalevent of any nonconformance with such warranty, Customer will promptly notify Genesys of such nonconformance, after which Genesys will use commercially reasonable efforts to re-perform the nonconforming Professional Services. THESE ARE If Genesys fails to do so within 30 days of such notice, then Customer may terminate the applicable SOW by providing written notice to Genesys and receive a refund of any fees paid to Genesys for the nonconforming Professional Services. The foregoing constitutes Customer’s exclusive remedies, and Genesys’ sole liability, in the event of any nonconformance with the warranty set forth in this Section or otherwise with respect to any other errors, defects or problems with the Professional Services or Deliverables. 5.3 EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, GENESYS IS PROVIDING THE SOLE PROFESSIONAL SERVICES AND EXCLUSIVE DELIVERABLES “AS IS” AND DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS ON BEHALF OF ITSELF AND ITS BUSINESS PARTNERS, LICENSORS AND SERVICE PROVIDERS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL REPRESENTATIONS, INDEMNITIES, GUARANTEES, WARRANTIES MADE BY NCR VOYIX. THERE ARE NO AND CONDITIONS, EXPRESS OR IMPLIED, WITH RESPECT THERETO, INCLUDING THE WARRANTIES OF MERCHANTABILITY MERCHANTABILITY, SATISFACTORY QUALITY OR PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, QUIET ENJOYMENT OR COMPLETENESS. THERE ARE NO IN PARTICULAR, GENESYS DOES NOT WARRANT THAT ANY DELIVERABLES WILL MEET CUSTOMER’S EXPECTATIONS OR BE SECURE, ACCURATE, ERROR-FREE, OR OPERATE ON AN UNINTERRUPTED BASIS OR IN COMBINATION WITH ANY OTHER WARRANTIES HARDWARE, SOFTWARE OR SYSTEM. TO THE EXTENT ANY WARRANTY REMEDIESCANNOT BE SO DISCLAIMED AS A MATTER OF APPLICABLE LAW, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruptionTHE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. 9.2 You warrant that: (a) you are at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customer.

Appears in 2 contracts

Sources: Professional Services Agreement, Professional Services Agreement

Warranties. 9.1 NCR Voyix Seller warrants that the Service and Software will be materially Goods and/or Services will: (a) comply with all specifications as described set out in their published user documentation. Provided that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially the PO; (b) conform to this warranty. If NCR Voyix is unable reasonably any samples provided to do so, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformance, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchase, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf in accordance with the terms stated at the Account Portal. THESE ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will Buyer; (c) be free from all bugs defects and errors; or that a Product will operate without interruption.faults in design, manufacture, workmanship and materials; 9.2 You warrant that: (a) you are at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by yoube new and of the best quality, will accurately describe unless otherwise specified in writing in the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and PO; (e) you be of merchantable quality and fit and safe for use consistent with the particular purpose intended by ▇▇▇▇▇; (f) be at least equal to nationally recognized standards or codes (g) not infringe upon, violate or misappropriate the intellectual property rights of any person; and (h) comply with all applicable laws. Seller will fulfill assign to Buyer the benefit of all your obligations to each customer for which you submit a transaction suppliers, manufacturers or third-party warranties and will resolve ensure that all such warranties are assignable to Buyer without the consent of the supplier, manufacturer or third party. Any such assignment of warranties will not relieve Seller of any dispute of its obligations under the Agreement. In no circumstance will the warranty be less than the later of (i) one year from the date upon which the Goods and/or Services are put into use at the Site, or complaint directly (ii) 18 months from the date the Goods and/or Services were received at the Site (collectively, the “Warranty Period”). If the Goods and/or Services or any part thereof do not conform to the warranties set forth herein, or if any defect develops under normal or proper operation as per Seller’s instructions, Buyer may notify Seller within a reasonable time after such discovery, and, subject to any other remedies that may be available to Buyer, Seller will promptly repair, correct or replace the nonconforming or defective Goods and/or Services, all at Seller’s sole cost and expense. Goods and/or Services used to correct nonconformities or defects will be similarly warranted for a period expiring 12 months after the date of completion of the repair, correction or replacement. This warranty survives any inspection, delivery or acceptance of, or payment by Buyer for the Goods and/or Services. This general warranty is independent of and without prejudice to any specific warranty or service guarantee offered by Seller in connection with the customerGoods and/or Services. The warranties set forth herein are in addition to all warranties of Seller arising by operation of law, and nothing contained in the Agreement will be construed as limiting or restricting such warranties. Seller’s liability will extend to all reasonable damages caused by a breach of warranties by ▇▇▇▇▇▇, and ▇▇▇▇▇▇ agrees to indemnify and save harmless the Indemnified Parties from any Losses based on or relating to Seller’s breach thereof.

Appears in 2 contracts

Sources: Purchase Order Terms and Conditions, Purchase Order Terms and Conditions

Warranties. 9.1 NCR Voyix Customer and PartnerTap each warrants and represent to the other that they have the authority and legal power to enter into this Agreement and to grant the rights granted by it under the Agreement. 9.2 PartnerTap warrants that during the Subscription Term, PartnerTap will provide the Service in a professional manner using commercially reasonable care and Software will be materially as described in their published user documentation. Provided that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails skill consistent with generally accepted industry standards reasonably applicable to materially conform to this warrantythe provision of the Service. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate the Service by giving provided to Customer was not performed as warranted, Customer must promptly provide written notice to NCR Voyix within 30 days after PartnerTap describing the nonconformancedeficiency. Customer’s sole and exclusive remedy and PartnerTap’s entire liability for breach of the foregoing warranty will be the correction or re-performance of the deficient Service that caused the breach of warranty, or if PartnerTap cannot substantially correct the deficiency in a commercially reasonable manner, Customer may end the deficient Service and NCR Voyix PartnerTap will cease delivering refund the pro-rata amount of the unused portion of prepaid fees for the terminated Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from period following the effective date of purchasetermination. The warranties set forth in this Section 9 will not apply to any Service provided for no fee or on a trial, and NCR Voyix will replace test, or refund the purchase price of nonconforming Hardwarebeta basis. 9.3 CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER IS USING THE SERVICE, INCLUDING ALL OPPORTUNITY AND ACCOUNT INFORMATION AND ALL OTHER INFORMATION AND CONTENT, AT ITS OWN RISK, AND THAT ALL SUCH INFORMATION AND CONTENT IS MADE AVAILABLE "AS IS". Warranty claims must be submitted by you or a Reseller on your behalf in accordance with the terms stated at the Account PortalWITHOUT LIMITATION, PARTNERTAP DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION OR CONTENT ON THE SERVICE AND USERS ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY OF ALL SUCH INFORMATION AND CONTENT. THESE ARE EXCEPT AS EXPRESSLY PROVIDED IN THE SOLE AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR NON-INFRINGEMENT. THERE ARE NO OTHER WARRANTIES PARTNERTAP DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR WARRANTY REMEDIESEXPECTATIONS, OR WILL BE SECURE, UNINTERRUPTED OR ERROR FREE. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS. CUSTOMER AGREES THAT IT IS NOT RELYING ON DELIVERY OF ANY FUTURE FUNCTIONALITY, OR ON ANY ORAL OR WRITTEN, EXPRESS WRITTEN PUBLIC COMMENTS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruptionADVERTISING OF PARTNERTAP IN ITS PURCHASE OF THE SERVICE. 9.2 You warrant that: (a) you are at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customer.

Appears in 2 contracts

Sources: Master Subscription Agreement, Master Subscription Agreement

Warranties. 9.1 NCR Voyix Stefan Willerstorfer warrants that the Service and Font Software will to be materially as described in their published user documentation. Provided that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformance, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against free from defects in manufacture materials and workmanship under normal use for 30 a period of twenty one (21) days from the date of purchasedelivery as shown on your invoice. Stefan Willerstorfer’s entire liability and your exclusive remedy as to a defective Font Software shall be, and NCR Voyix will at Stefan Willerstorfer’s option, either the refunding of the pur- chase price or the replacement of any such Font Software that is returned to Stefan Willerstorfer with a copy of the invoice. Ste- fan Willerstorfer shall have no responsibility to replace the Font Software or refund the purchase price of nonconforming Hardwareif failure results from ac- cident, abuse or misapplication, or if any product is lost or dam- aged due to theft, fire, or negligence. Warranty claims must Any replacement Font Software will be submitted by warranted for twenty one (21) days. This war- ranty gives you or a Reseller on your behalf in accordance with the terms stated at the Account Portalspecific legal rights. THESE ARE You may have other rights, which vary from state to state and jurisdiction to jurisdiction. EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIXFONT SOFT- ▇▇▇▇, IS PROVIDED »AS IS«. THERE ARE NO STEFAN WILLERSTORFER DOES NOT MAKE ANY WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR AND FITNESS FOR A PARTICULAR PAR- TICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIEDThe entire risk as to the quality and performance of the Font Software rests upon you. NCR Voyix Stefan Willerstorfer does not warrant that a Product the functions contained in the Font Software will yield any particular business meet your requirements or financial results; that data, reports, or analysis the operation of the Font Software will be accurate in all respects; that a Product will be free from all bugs and errors; uninterrupted or that a Product will operate without interruptionerror free. STEFAN WILLERSTORFER SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAG- ES (INCLUDING DAMAGES FROM LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE FONT SOFTWARE EVEN IF STEFAN WILLERSTORFER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Because some states or other jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. 9.2 You warrant that: (a) you are at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customer.

Appears in 2 contracts

Sources: End User License Agreement, Webfont License Agreement

Warranties. 9.1 NCR Voyix Seller warrants that the Service and Software will be materially as described in their published user documentation. Provided that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially products shall conform to this warrantythe description of such products as provided to Buyer by Seller through Seller's catalog, analytical data or other literature. If NCR Voyix is unable reasonably to do soTHIS WARRANTY IS EXCLUSIVE, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformanceAND SELLER MAKES NO OTHER WARRANTY, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchaseEXPRESS OR IMPLIED, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf in accordance with the terms stated at the Account Portal. THESE ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIESSeller's warranties made in connection with this sale shall not be effective if Seller has determined, ORAL OR WRITTENin its sole discretion, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield Buyer has misused the products in any particular business or financial results; that datamanner, reportshas failed to use the products in accordance with industry standards and practices, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruption. 9.2 You warrant that: (a) you are at least 18 years of age; (b) you are eligible has failed to register and use the Service products in accordance with instructions, if any, furnished by Seller.Seller's sole and have exclusive liability and Buyer's exclusive remedy with respect to products proved to Seller's satisfaction to be defective or nonconforming shall be replacement of such products without charge or refund of the rightpurchase price, powerin Seller's sole discretion, and ability to enter into and perform under this Agreement; upon the return of such products in accordance with Seller's instructions. SELLER SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF BUYER OR OTHER USE OR ANY LIABILITY OF BUYER TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY SELLER'S GROSS NEGLIGENCE. All claims must be brought within one (c1) the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by youyear of shipment, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customerregardless of their nature.

Appears in 2 contracts

Sources: Purchase Agreement, Purchase Agreement

Warranties. 9.1 NCR Voyix warrants that the Service and Software will be materially 12.1 If IAE fails to comply with its obligations set out in this Agreement, IAE shall, as described in their published user documentation. Provided that you have timely paid all subscription and other fees dueits sole responsibility for such failure, NCR Voyix will promptly undertake, at its expense correct sole cost and expense, all work necessary to achieve such obligations. 12.2 IAE shall warrant Excess Work to Vuela as follows: IAE will repair any Service Eligible Engines in which any defect in the Excess Work performed by the Maintenance Center or Software that fails in any Parts incorporated by the Maintenance Center becomes evident, in each case within three thousand (3,000) flight hours or within eighteen (18) months after installation on an Aircraft or, if not installed on an Aircraft, within twenty-four (24) months after delivery of the Eligible Engine from the applicable Shop Visit, whichever occurs first. Transportation charges for the return of defectively serviced goods to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate IAE or the Service by giving written notice to NCR Voyix within 30 days after the nonconformanceMaintenance Center, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date their reshipment to Vuela and risk of purchase, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must loss thereof shall be submitted borne by you or a Reseller on your behalf IAE only if such goods are returned in accordance with reasonable written shipping instructions from IAE. 12.3 IAE warrants to Vuela that that title to Parts or components thereof installed on an Eligible Engine by a Maintenance Center shall pass to the terms stated owner of such Eligible Engine free and clear of all security interests and rights of IAE, the Maintenance Center, or others upon installation. IAE’s liability and Vuela’s remedy under this warranty are limited to the removal of any title defect or, at the Account Portalelection of IAE, to the replacement of the new Parts or components thereof which are defective in title; provided, however, that the rights and remedies of the Parties with respect to patent infringement shall be limited to the provisions of Clause 15 of this Agreement. 12.4 Vuela warrants that title to Parts or components thereof removed from an Eligible Engine by a Maintenance Center shall pass to IAE free and clear of all security ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. THESE interests and rights of Vuela or others at the time that title to the replacement Part passes to Vuela. Vuela’s liability and IAE’s remedy under this warranty are limited to the removal of any title defect or, at the election of Vuela, to the replacement of the Parts or components thereof which are defective in title. 12.5 THE FOREGOING WARRANTIES TOGETHER WITH THE EXPRESS REMEDIES PROVIDED TO VUELA IN ACCORDANCE WITH THIS AGREEMENT ARE THE SOLE EXCLUSIVE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO GIVEN AND ACCEPTED IN LIEU OF (I) ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR AND FITNESS FOR A PARTICULAR PURPOSE; AND (II) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN CONTRACT, TORT OR STRICT LIABILITY AGAINST IAE OR ITS SHAREHOLDERS, WHETHER OR NOT ARISING FROM THE NEGLIGENCE, ACTUAL OR IMPUTED, OF IAE OR ITS SHAREHOLDERS. THERE ARE THE REMEDIES OF VUELA SHALL BE LIMITED TO THOSE PROVIDED HEREIN TO THE EXCLUSION OF ANY AND ALL OTHER REMEDIES INCLUDING, WITHOUT LIMITATION, INCIDENTAL OR CONSEQUENTIAL DAMAGES. NO OTHER WARRANTIES AGREEMENT VARYING OR WARRANTY REMEDIESEXTENDING THE FOREGOING WARRANTIES, ORAL REMEDIES OR WRITTENTHIS LIMITATION SHALL BE BINDING UPON IAE UNLESS IN WRITING, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruptionSIGNED BY A DULY AUTHORIZED OFFICER OF IAE. 9.2 You warrant that: (a) you are at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customer.

Appears in 2 contracts

Sources: Fleet Hour Agreement (Controladora Vuela Compania De Aviacion, S.A.B. De C.V.), Fleet Hour Agreement (Controladora Vuela Compania De Aviacion, S.A.B. De C.V.)

Warranties. 9.1 NCR Voyix warrants that the Service and Software will be materially as described in their published user documentation. Provided that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your Best Buy's sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformanceobligation, and NCR Voyix will cease delivering Client's exclusive remedy, for any defect or nonconformity in the Service within 30 days after receiving your written noticeProducts shall be for Best Buy to cooperate with Client to provide it with the benefit, if any, of the warranty and support commitment of the third-party manufacturers and suppliers of the Product. You will pay NCR Voyix Client expressly waives any claim against Best Buy for all Service actually provided through any failure of the termination dateProduct. Hardware is warranted against defects in manufacture for 30 days Client may independently seek to obtain directly from the date manufacturers of purchasethe Product maintenance or repair of the Product under any warranty or guarantee provided by such manufacturer. Client acknowledges, unless Client obtains separate service agreements with such manufacturers and NCR Voyix will replace suppliers or refund other third party covering maintenance or repair of the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf in accordance with the terms stated Product at the Account PortalClient's Location, that such manufacturers and suppliers may require Client to deliver defective Product to their authorized service centers for maintenance or repair. THESE Best Buy does not warrant the merchandise in any way and the only warranties on the merchandise are those provided bythe manufacturer. Best Buy warrants its labor for thirty (30) days following completion of the Services. ANY WARRANTY ON ANY PRODUCT SOLD BY BEST BUY HEREUNDER IS PROVIDED BY THE MANUFACTURER OF THAT PRODUCT. EXCEPT AS EXPRESSLY STATED HEREIN BEST BUY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMITTED BY LAW, WITH RESPECTTOTHE PRODUCTS ANDSERVICES WHICH ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES THESUBJECTOFTHESE TERMS, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND NON-INFRINGEMENT. THERE ARE CLIENT EXPRESSLY AGREES THAT USE OF THE SERVICES IS ATCLIENT'S SOLE RISK. THESERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BEST BUYMAKES NO OTHER WARRANTIES WARRANTY THATTHE SERVICE WILLMEETCUENT'S REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES BEST BUY MAKE ANY WARRANTY REMEDIESASTOTHE RESULTS THATMAY BE OBTAINED FROM THE USE OF THESERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE. CLIENT UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OFTHE SERVICE IS DONE ATCLIENT'S OWN DISCRETION AND RISK AND THATCLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TOCLIENT'S COMPUTER/SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, EXPRESS OBTAINED BYCLIENT FROM BEST BUY OR IMPLIEDTHROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. NCR Voyix does SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OFCERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY. CLIENT AGREES THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BEST BUY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ATTRIBUTABLE TO CLIENT'S USE OF THE BEST BUY FOR BUSINESS WEBSITE OR ANY PRODUCT OR SERVICE PURCHASED HEREUNDER. BEST BUY PROVIDES THE BEST BUY FOR BUSINESS WEBSITE AND ALL INFORMATION, CONTENT, AND OTHER MATERIAL MADE AVAILABLE THROUGH THE BEST BUY FOR BUSINESS WEBSITE ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE BEST BUY FOR BUSINESS WEBSITE WILL MEET YOUR REQUIREMENTS, OR THAT ITWILL BE UNINTERRUPTED, SECURE, OR ERROR FREE. It is Client's responsibility to back up the software and data that is stored on Client's computers hard disk drive(s) and/or on any other storage devices Client may have and Best Buy shall not warrant that a be responsible at any time for any loss, alteration or corruption of any software, data or files. Best Buy shall not be liable in any way for damages arising from any part, equipment, peripheral, software or other product supplied to Client by Best Buy. Best Buy's maximum liability to Client arising from or related to the Products and/or Services shall be limited to the sums paid by Client to Best Buy for such Products and/or Services. No suit or action shall be brought against Best Buy more than one (1) year after the accrual of such cause of action. Best Buy will notbe responsible for delays in delivery of Product will yield any particular business or financial results; that datadelay or failure to perform Services due to circumstances beyond its reasonable control including, reportsbut not limited to, acts of God, military operation, catastrophic events directly related to terrorist activity, national emergency, fire, flood, Product unavailability, carrier delays, labor disruptions, or analysis acts or laws of any government or agency. Any shipping dates or completion dates provided by Best Buy are estimates only. Best Buy will be accurate notbe responsible for delays in all respects; that a delivery of Product will be free from all bugs and errors; or that a delay or failure to perform Services due to circumstances beyond its reasonable control including, but not limited to, acts of God, military operation, catastrophic events directly related to terrorist activity, national emergency, fire, flood, Product will operate without interruptionunavailability, carrier delays, labor disruptions, or acts or laws of any government or agency. Any shipping dates or completion dates provided by Best Buy are estimates only. 9.2 You warrant that: (a) you are at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customer.

Appears in 2 contracts

Sources: Vendor Agreement, Vendor Agreement

Warranties. 9.1 NCR Voyix 4.1 Licensee warrants that the Service that: 4.1.1 it has full capacity and Software will be materially as described authority and all necessary consents to enter into and to perform its obligations under this Full License; and 4.1.2 it owns or has any license necessary to enable Blue Prism to use any third party materials and/or information provided by Licensee under or in their published user documentation. Provided that you have timely paid connection with this Full License. 4.2 Blue Prism warrants that:‌ 4.2.1 it has full capacity and authority and all subscription necessary consents to enter into and other fees due, NCR Voyix will promptly at to perform its expense correct any Service or Software that fails to materially conform to obligations under this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 Full License; 4.2.2 for a period of thirty (30) days after Acceptance, the nonconformanceSoftware, when working within the Environment, will, in all material respects have the functionality and NCR Voyix will cease delivering performance set out in the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually Documentation; 4.2.3 the Support Services shall be provided through with reasonable skill and care; 4.2.4 it shall use its reasonable endeavours to provide the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchase, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf Support Services in accordance with the terms stated at Service Levels; and 4.2.5 it shall use reasonable endeavours to ensure that, as of the Account Portal. THESE ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIESdate of delivery, ORAL OR WRITTENno virus, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business time bomb, trap door or financial results; that data, reports, other equipment or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruptiondisabling device (other than the License Key) is introduced by it into the Software. 9.2 You warrant that: (a) you are 4.3 SAVE AS EXPRESSLY SET OUT IN THIS FULL LICENSE, BLUE PRISM EXCLUDES ALL WARRANTIES, CONDITIONS, TERMS, UNDERTAKING AND OBLIGATIONS IMPLIED BY STATUTE, COMMON LAW, CUSTOM, TRADE USAGE, COURSE OF DEALING OR OTHERWISE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. FOR THE AVOIDANCE OF DOUBT, BLUE PRISM DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE SHALL BE 100% UNINTERRUPTED OR ERROR FREE, OR THAT ALL ERRORS WILL BE CORRECTED. BLUE PRISM DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS. BLUE PRISM IS NOT OBLIGATED TO REMEDY ANY SOFTWARE ERROR THAT CANNOT BE REPRODUCED USING THE LATEST UPDATE OF THE SOFTWARE. 4.4 In the event of any breach of the warranties in Clause 4.2.2 or Clause 4.2.5 of this Full License, Licensee's sole remedy shall be to require Blue Prism to correct the Software. 4.5 In the event of any breach of the warranties at least 18 years of age; (b) you are eligible Clauses 4.2.3 and 4.2.4, Licensee’s sole remedy shall be to register and use require Blue Prism to re-perform the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customerrelevant Support Services.

Appears in 2 contracts

Sources: Software License Agreement, License Agreement

Warranties. 9.1 NCR Voyix 6.1 ClassLink makes no warranties with respect to the use of the ClassLink Software on technology devices other than those specified in the Documentation. 6.2 Modification or attempted modification by Customer of any item of ClassLink Software shall void ClassLink's warranties with respect to such item of ClassLink Software. 6.3 ClassLink warrants to Customer that to the Service best of its knowledge ClassLink Software is not in violation of any patent, copyright, trademark or other intellectual property claims and that ClassLink has the right to license Customer's use of the ClassLink Software as provided in this Agreement. 6.4 ClassLink warrants to Customer that each item of ClassLink Software will be materially as described conform, when shipped to Customer, to ClassLink specifications which are in their published user documentation. Provided effect for that you have timely paid all subscription and other fees due, NCR Voyix will promptly item at its expense correct any Service or Software that fails to materially conform to this warrantytime. If NCR Voyix Customer believes there is a defect in any item of ClassLink Software, Customer should notify ClassLink immediately and ClassLink will correct or replace the defective item of ClassLink Software. If ClassLink is unable reasonably to do somake the item of ClassLink Software perform as warranted, as your sole remedy you Customer may terminate return the Service by giving written notice to NCR Voyix item of ClassLink Software and receive a full refund of fees paid for item of ClassLink Software. ClassLink shall have no liability for any claim under this Section not made within 30 90 days after the nonconformance, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchaseshipment of the item of ClassLink Software claimed to be defective. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf in accordance with the terms stated at the Account Portal. THESE ARE CLASSLINK DOES NOT WARRANT THAT THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE FUNCTIONS CONTAINED IN ANY ITEM OF CLASSLINK SOFTWARE WILL MEET THE CUSTOMER'S REQUIREMENT OR WILL OPERATE IN COMBINATION WITH OTHER SOFTWARE THAT CUSTOMER MAY SELECT OR THAT THE OPERATION OF THE CLASSLINK SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL DEFECTS WILL BE CORRECTED. 6.5 EXCEPT AS SPECIFICALLY PROVIDED HEREIN, CLASSLINK MAKES NO WARRANTIES EXPRESS OR IMPLIED AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF ANY CLASSLINK SOFTWARE, ITS MERCHANTABILITY OR ITS FITNESS FOR A ANY PARTICULAR PURPOSE. THERE ARE NO OTHER , AS WELL AS ANY EXPRESS OR IMPLIED WARRANTIES OR WARRANTY REMEDIES, ORAL CONDITIONS ARISING THROUGH ANY COURSE OF DEALING OR WRITTEN, EXPRESS COURSE OF PERFORMANCE BETWEEN THE PARTIES OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruptionUSAGE OF TRADE. 9.2 You warrant that: (a) you are at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customer.

Appears in 2 contracts

Sources: Software License Agreement, Software License Agreement

Warranties. 9.1 NCR Voyix The Vendor warrants that the Service and Software will be materially as described in their published user documentation. Provided that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformance, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchase, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf in accordance with the terms stated at the Account Portal. THESE ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruption.that: 9.2 You warrant that: (a) you are at least 18 years of age; it will provide the Services in a safe manner free from risks to health and safety including (without limitation) in compliance with all safety Laws; (b) you are eligible to register the Vendor, and use the Service and all Vendor Personnel have the rightappropriate level of skill, power, training and ability competence to enter into perform the Services safely and perform under this Agreement; to a reasonable standard of workmanship expected in the profession or industry of the Vendor and the Vendor Personnel; (c) the name you identify when you register is your real name Vendor and all Vendor Personnel will comply will all relevant Laws including without limitation all safety laws applicable to the supply of Goods and/ or the business name under which you sell goods performance of Services and services; Chain of Responsibility obligations in the performance of the Services; (d) any sales transaction you submit will represent a bona fide sale by youthere is no prohibition or restriction or other obligation which would preclude, will accurately describe prevent or hinder the goods Vendor or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and the Vendor Personnel from providing the Services in accordance with these Terms; (e) you the Vendor (or if the Vendor uses a third party contractor to store its data, then that third party contractor) has and uses a robust System to protect the security, privacy and integrity of all data it collects, including any data provided to the Vendor by BGC; (f) the Vendor will fulfill all your obligations (upon request) provide BGC with information about the System (including responding to each customer for which you submit a transaction BGC’s reasonable queries about the System), or the privacy and security of its data, and the Vendor will immediately inform BGC of any breach or suspected breach of the System, and will resolve use its best endeavours to rectify the breach as soon as practicable; (g) the Vendor, and all Vendor Personnel, will comply with all relevant policies and procedures of BGC; (h) it will take all steps needed to ensure that BGC is not subject to any dispute claim or complaint directly finding that the Vendor and/or any Vendor Personnel are deemed to be employees of BGC; (i) information, documentation and certification provided to BGC are accurate, valid and in good order; (j) the Vendor will not engage in any action that could conflict with BGC’s rights or with the customerVendor’s obligations under these Terms; and (k) the Vendor is aware that BGC is relying on these warranties. The Vendor indemnifies BGC in respect of any and all claims giving rise to liability on the part of BGC in respect of a breach of this warranty clause howsoever such claims arise.

Appears in 2 contracts

Sources: Purchase Order, Purchase Order

Warranties. 9.1 NCR Voyix 11.1 Seller represents and warrants that it has the Service right to sell the hardware/equipment and Software license the software, and, if applicable, authorized to provide the Services, provided under this EPL Agreement. 11.2 Seller represents and warrants that Purchaser shall acquire good and clear title to the hardware/equipment purchased hereunder, free and clear of all liens and encumbrances. 11.3 Seller represents and warrants that unless otherwise specified in RFP No. 4599 and/or the published EPL, each Product delivered shall be delivered new and not as a “used, substituted, rebuilt, refurbished or reinstalled” Product. 11.4 Seller represents and warrants that it has and will be materially as described obtain and pass through to Purchaser any and all warranties obtained or available from the manufacturer/licensor of the Product. 11.5 Unless a longer warranty period is specified in their the RFP, the supplemental agreement and/or purchase order, or the published user documentation. Provided EPL, Seller represents and warrants that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform hardware/equipment provided pursuant to this warrantyEPL Agreement shall be free from defects in material, manufacture, design and workmanship for a period of one (1) year after acceptance. If NCR Voyix Seller’s obligation pursuant to this warranty shall include, but is unable reasonably not limited to, the repair or replacement of the hardware/equipment, or the redoing of the faulty installation, at no cost to do so, as your sole remedy you may terminate Purchaser. In the Service by giving written notice to NCR Voyix event Seller cannot repair or replace the hardware/equipment during the warranty period within 30 ten (10) working days after receipt of notice of the nonconformancedefect, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchase, and NCR Voyix will replace or Seller shall refund the purchase price of nonconforming Hardwarethe hardware/equipment and refund any fees paid for services that directly relate to the defective hardware/equipment, and Purchaser shall have the right to cancel/terminate the supplemental agreement and/or purchase order. Warranty claims must be submitted Purchaser’s rights hereunder are in addition to any other rights Purchaser may have. 11.6 Seller represents and warrants that all Products and Services provided by you Seller shall meet or exceed the minimum specifications set forth in RFP No. 4599 and the published EPL. 11.7 Unless a Reseller on your behalf longer warranty period is specified in accordance with the terms stated at the Account Portal. THESE ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIESpurchase order, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant Seller represents and warrants that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will software provided pursuant to this EPL Agreement shall be free from material defects and provide Purchaser complete functionality necessary for the operation of the system for a period of ninety (90) days after acceptance. Seller’s obligations pursuant to this warranty shall include, but are not limited to, the repair of all bugs defects or the replacement of the software at the expense of Seller. In the event Seller is unable to repair or replace the software within ten (10) working days after receipt of notice of the defect, Purchaser shall be entitled to a full refund of the fees paid and errors; or that a Product will operate without interruptionshall have the right to cancel/terminate the supplemental agreement and/or purchase order. Purchaser’s rights hereunder are in addition to any other rights Purchaser may have. 9.2 You warrant that11.8 Unless a different warranty period is specified in the published EPL, Seller represents and warrants, for a period of ninety (90) days from performance of Services, that all work hereunder, including but not limited to, consulting, training and technical support, has been performed in a good and workmanlike manner and consistent with generally accepted industry standards. For any breach of this warranty, Seller shall perform the Services again, at no cost to Purchaser, or if Seller is unable to perform the Services as warranted, Seller shall reimburse Purchaser the fees paid to Seller for the unsatisfactory Services. 11.9 Seller represents and warrants that there is no disabling code or lockup program or device embedded in the Products provided to Purchaser. Seller further agrees that it will not, under any circumstances, take any step which would in any manner interfere with Purchaser’s use of the Products and/or which would restrict Purchaser from accessing its data files or in any way interfere with the transaction of Purchaser’s business. For any breach of this warranty, Seller at its expense shall, within five (5) working days after receipt of notification of the breach, deliver Products to Purchaser that are free of such disabling code, lockup program or device. 11.10 Seller represents and warrants that there are no computer viruses contained in the Products delivered to Purchaser. For any breach of this warranty, Seller at its expense shall, within five (5) working days after receipt of notification of the breach, deliver Products to Purchaser that are free of any virus, and shall be responsible for repairing, at Seller’s expense, any and all damage done by the virus to Purchaser’s site. 11.11 Seller represents and warrants that it will ensure its compliance with the Mississippi Employment Protection Act, Section 71-11-1, et seq. of the Mississippi Code Annotated (Supp2008) and will register and participate in the status verification system for all newly hired employees. The term “employee” as used herein means any person that is hired to perform work within the State of Mississippi. As used herein, “status verification system” means the Illegal Immigration Reform and Immigration Responsibility Act of 1996 that is operated by the United States Department of Homeland Security, also known as the E-Verify Program, or any other successor electronic verification system replacing the E-Verify Program. Seller agrees to maintain records of such compliance and, upon request of the State and approval of the Social Security Administration or Department of Homeland Security where required, to provide a copy of each such verification to the State. Seller further represents and warrants that any person assigned to perform services hereunder meets the employment eligibility requirements of all immigration laws of the State of Mississippi. Seller understands and agrees that any breach of these warranties may subject Seller to the following: (a) you are at least 18 years termination/cancellation of age; the supplemental agreement and/or purchase order and this EPL Agreement and ineligibility for any state or public contract in Mississippi for up to three (3) years, with notice of such cancellation/termination being made public, or (b) you are eligible the loss of any license, permit, certification or other document granted to register and use Seller by an agency, department or governmental entity for the Service and have the rightright to do business in Mississippi for up to one (1) year, power, and ability to enter into and perform under this Agreement; or (c) both. In the name you identify when you register event of such termination/cancellation, Seller would also be liable for any additional costs incurred by the State due to the supplement/purchase order(s) and this EPL Agreement’s cancellation/termination or loss of license or permit. 11.12 Seller represents and warrants that no official or employee of Purchaser or of ITS, and no other public official of the State of Mississippi who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of the project shall, prior to the completion of said project, voluntarily acquire any personal interest, direct or indirect, in the purchase order. 11.13 The Seller represents and warrants that no elected or appointed officer or other employee of the State of Mississippi, nor any member of or delegate to Congress has or shall benefit financially or materially from this EPL Agreement. No individual employed by the State of Mississippi shall be admitted to any share or part of the EPL Agreement or to any benefit that may arise therefrom. The State of Mississippi may, by written notice to the Seller, terminate the right of the Seller to proceed under this EPL Agreement if it is your real name found, after notice and hearing by the ITS Executive Director or his/her designee, that gratuities in the business name form of entertainment, gifts, jobs, or otherwise were offered or given by the Seller to any officer or employee of the State of Mississippi with a view toward securing this EPL Agreement or securing favorable treatment with respect to the award, or amending or making of any determinations with respect to the performing of such contract, provided that the existence of the facts upon which the ITS Executive Director makes such findings shall be in issue and may be reviewed in any competent court. In the event this EPL Agreement is terminated under this article, the State of Mississippi shall be entitled to pursue the same remedies against the Seller as it would pursue in the event of a breach of contract by the Seller, including punitive damages, in addition to any other damages to which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods it may be entitled at law or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customerin equity.

Appears in 2 contracts

Sources: Express Products List Purchase Agreement, Express Products List Purchase Agreement

Warranties. 9.1 NCR Voyix Peritus represents and warrants that Peritus has good and clear title to the Peritus Licensed Products and Peritus Licensed Technology free and clear of all liens and encumbrances, and to all rights and licenses with respect thereto granted to hereunder. Peritus further warrants that Peritus has not made and will not make any commitments to others inconsistent with or in derogation of the rights and licenses granted to herein, and that Peritus is free of any obligation that would prevent it from entering into this Agreement. 9.2 Peritus further warrants that the Service Peritus Licensed Products and Software will be materially as described Peritus Licensed Technology do not infringe any patent, copyright, trade secret, mask work, trademark or other legal or equitable rights of any third party. 9.3 Peritus agrees to indemnify, hold harmless and defend Bull HN, Bull, Distributors and Customers from and against any and all suits, proceedings at law or in their published user documentation. Provided that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformanceequity, and NCR Voyix will cease delivering any and all liability, loss, claims, costs, damages or expenses, including reasonable attorney's fees, arising out of or in connection with any claim by any person that the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually exercise of any right granted by Peritus hereunder to the Peritus Licensed Products or Peritus Licensed Technology infringes any right, title, or interest, including patent, copyright, trade secret, trademark, mask work or other proprietary rights of third parties, provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date however that Bull promptly notifies Peritus of purchaseany such claim and provides Peritus with reasonable assistance and cooperation. 9.4 EXCEPT AS SPECIFICALLY PROVIDED HEREIN, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf in accordance with the terms stated at the Account Portal. THESE ARE PERITUS MAKES NO WARRANTIES AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR AND FITNESS FOR A PARTICULAR PURPOSEPURPOSE WITH REGARD TO THE PERITUS LICENSED PRODUCTS, THE PERITUS LICENSED TECHNOLOGY, ANY SERVICES PROVIDED HEREUNDER OR THIS AGREEMENT. THERE IN NO EVENT SHALL PERITUS BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES RESULTING FROM THE PERITUS LICENSED PRODUCTS, THE PERITUS LICENSED TECHNOLOGY, ANY SERVICES PROVIDED HEREUNDER OR THIS AGREEMENT. 9.5 Bull HN represents and warrants that Bull has good and clear title to the Bull HN Licensed Products free and clear of all liens and encumbrances, and to all rights and licenses with respect thereto granted to hereunder. Bull HN further warrants that Bull HN has not made and will not make any commitments to others inconsistent with or in derogation of the rights and licenses granted to herein, and that Bull HN is free of any obligation that would prevent it from entering into this Agreement. 9.6 THE BULL HN LICENSED PRODUCTS ARE PROVIDED AS IS. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, BULL HN MAKES NO WARRANTIES AND HEREBY DISCLAIMS ALL OTHER WARRANTIES OR WARRANTY REMEDIES, ORAL OR WRITTENWARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE BULL HN LICENSED PRODUCTS, ANY SERVICES PROVIDED HEREUNDER OR THIS AGREEMENT. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that dataIN NO EVENT SHALL BULL HN BE LIABLE FOR CONSEQUENTIAL, reportsINCIDENTAL OR SPECIAL DAMAGES RESULTING FROM THE BULL HN LICENSED PRODUCTS, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruptionANY SERVICES PROVIDED HEREUNDER OR THIS AGREEMENT. 9.2 You warrant that: (a) you are at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customer.

Appears in 2 contracts

Sources: License Agreement (Peritus Software Services Inc), License Agreement (Peritus Software Services Inc)

Warranties. 9.1 NCR Voyix Seller warrants that the Service and Software will be materially as described in their published user documentation. Provided that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially Goods and/or Services furnished under this contract shall conform to all specifications and requirements of this warrantyAgreement and shall be free from defects in materials and workmanship for a period of one year. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by NWUAV, the Goods shall be free from design and specification defects. Seller warrants that all Goods provided shall be new and will not be used or refurbished unless so specified on the P.O. Additionally, Goods purchased shall be subject to all written and oral express warranties made by Seller's agents. All warranties and Service guaranties shall not be exclusive and shall run both to NWUAV and its customers. Should NWUAV identify a warranty problem with the Goods during the applicable warranty period, NWUAV shall promptly notify Seller of such problem and, at Seller’s expense and NWUAV’s option, either return the Goods to Seller, repair the Goods or have the Good repaired. Within five (5) business days of receipt of any returned Goods, Seller shall, at NWUAV’s option and Seller’s expense (i) either repair or replace such Goods; (ii) credit NWUAV’s account for the same; or (iii) obtain replacement Goods from another source. Seller shall not redeliver corrected or rejected goods without disclosing the former rejection or requirement for correction and the corrective action taken, on the packing slip. All costs and expenses and loss of value incurred as a result of or in connection with nonconformance and repair, replacement or other correction may be recovered from Seller by equitable price reduction, adjustment, or credit against any amounts that may be owed to Seller under this Agreement. Replacement and repaired Goods shall be warranted for the remainder of the warranty period or six (6) months, whichever is longer. This warranty is transferable to NWUAV’s customer(s). If NCR Voyix Services are to be performed as part of this Agreement, Seller warrants that is unable reasonably qualified to do so, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformance, perform such Services and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for warrants all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchase, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf Services in accordance with standards referenced in the terms stated at the Account Portal. THESE ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruptionStatement of Work. 9.2 You warrant that: (a) you are at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customer.

Appears in 2 contracts

Sources: General Purchase Order Terms & Conditions, General Purchase Order Terms & Conditions

Warranties. 9.1 NCR Voyix 7.1 The Contractor hereby warrants that the Service and Software System will be materially as described in their published user documentation. Provided that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformance, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchase, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf operate in accordance with this Contract and the terms stated at Documents related to the Account Portal. THESE ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIESSystem and that it will properly process data from all its interfaces, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant i.e. both data and user interfaces. 7.2 The Contractor hereby warrants that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate the Work in all respects; that a Product the supplied form will be free from all bugs and errors; any viruses which could prevent the Customer on the basis of a pre-defined fact or otherwise from using the Work or its operation could be limited or otherwise adversely affected, or that a Product it will operate without interruptionnot adversely affect or damage the Systems of the Customer and/or of CAH entities. 9.2 You warrant that: (a) you are 7.3 The Contractor represents that he has the right to grant to the Customer the Licence to the Work in accordance with article 6 hereof. The Contractor hereby warrants that the Work or other deliverables of the Contractor delivered hereunder or the use of the Work by the Customer in accordance herewith does not infringe and will not result in any infringement of any third party intellectual property rights. Should the Contractor breach his obligation arising out of the warranty stated in this subparagraph, the Contractor will be liable for all and any consequences resulting from such a breach, including, without limitation, the obligation to immediately and at least 18 years of age; (b) you are eligible own costs ensure the right for the Customer to register and use the Work which will not infringe any third party intellectual property rights and to indemnify the Customer for any damage which may be caused to the Customer, including non-material loss. 7.4 The warranty provided by the Contractor pursuant to art. 7.1 and 7.2 hereof will remain valid for the period of forty twelve (12) months from signing of the Handover Protocol pursuant to article 5.16 hereof. Should it appear in the course of the time period stated in the previous sentence that any of the warranties and assurances pursuant to art. 7.1 or 7.2 hereof is untrue, the Work has Defects and the Contractor agrees to remove them at own costs. The Contractor will start with removal of such Defects, unless the Parties agree on a longer time period, within the following time periods that will start after the Defect is reported to the Contractor's contact data stated in the Annex No. 3 hereto. The time periods stated in the table in this article 7.4 run during the Service Period. item (Defect category) Response Time/Start of Defect Removal Time for Defect Removal Information frequency (Frequency of ongoing information) A Category of the Defect of the Work within 30 minutes Up to 4 hours Every 1 hour until the Defect is removed B Category of the Defect of the Work Up to 4 hours Up to 24 hours Every 6 hours until the Defect is removed C Category of the Defect of the Work by the next Business Day Up to 14 Calendar days Every 24 hours until the Defect is removed 7.5 The Parties have agreed that the warranty provided by the Contractor under art. 7.1 and have 7.2 hereof shall be provided to the right, power, and ability to enter into and perform under this Agreement; (c) Customer only if the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and Service Level Agreement will be properly reported termitade for tax whatoeverc reason. 7.6 For the avoidance of doubt, the Parties note that regardless of whether the Contractor provides the Customer with a warranty in accordance with art. 7.1 and 7.2 hereof, the Contractor's statutory rights of misconduct are always unaffected, with the Contractor committing to initiate removal of defects (including sales and ad valorem taxDefects), unless the Parties agree for a longer period of time, within the time limits specified in art.7.4 hereof from notification Defects on contractor's contact details listed in Attachment 2 to this Contract. The deadlines listed in the table in art 7.4 are done in Service Period. The Contracting Parties hereby agree that the application of the provisions of aro. 13 (13.3) purposes; and (e13.4) you will fulfill all your obligations of the Treaty is only possible in the cases referred to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customerin Article 7.5 hereof.

Appears in 1 contract

Sources: Contract for Work

Warranties. 9.1 NCR Voyix A. Seller warrants that the Service and Software will Products manufactured by Seller, when delivered, shall be materially as described in their published user documentation. Provided that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformance, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against free from defects in manufacture for 30 days material and workmanship. Seller warrants that Services shall be performed in accordance with generally accepted industry practice. Seller’s obligations under this warranty shall be limited exclusively to repairing or replacing, at Seller’s option, any part of Products which, if properly installed, used and maintained, proved to have been defective in material or workmanship within the term specified in Table A from the date of purchasedelivery to Buyer FCA. Seller’s obligations for Services that do not meet the warranty obligations above shall be limited to, at Seller’s option, re-performance of the Services or refund of fees paid therefor. Buyer shall notify Seller of any defect in the quality or condition of Products or Services within 7 days of the date of delivery or performance, unless the defect was not apparent on reasonable inspection, in which case, within 7 days after discovery of the defect. If Buyer does not provide such timely notification, it shall not be entitled to reject Products or Services, and NCR Voyix will replace Seller shall have no liability for such defect. B. Seller’s warranty obligations shall not apply to Products which: (1) have been altered or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted repaired by you Buyer or a Reseller on your behalf third party other than Seller, (2) have been subjected to any misuse, neglect, or improper use or application, (3) are normally consumed in operation, (4) have a normal life inherently shorter than the warranty period stated therein, or (5) have been subjected to extraordinary environmental conditions or laser illumination. C. No Products may be returned by Buyer unless: (1) authorized in advance by Seller, and (2) such return is made in accordance with terms and conditions agreed upon in writing by Seller. Buyer must obtain a Return Material Authorization (“RMA”) number from Seller prior to any return shipment, and such RMA number must appear on the terms stated applicable shipping label and packing slip. Buyer shall bear the risk of loss and be responsible and liable for returned Products until such time as Seller receives the same at its return facility indicated in the Account PortalRMA or otherwise identified by Seller. THESE In addition, Buyer is responsible for, and shall pay all charges for packing, inspection, shipping, transportation or insurance associated with returned Products. D. This Section 7 sets forth Buyer’s exclusive remedies and Seller’s exclusive obligations for liabilities, losses, expenses, liens, claims, demands, and causes of action (“Claims”) based upon defects in or nonconformity of Products and/or Services, whether such Claim sounds in contract, tort or otherwise. THE FOREGOING WARRANTIES ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIXIN LIEU OF ALL OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESS, IMPLIED OR STATUTORY. THERE ARE NO IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruptionPURPOSE SHALL APPLY. 9.2 You warrant thatE. Certain Product warranty terms are set forth below and may be changed in writing by Seller at its discretion: Hard Oxide Coatings (aHelios) you are at least 18 years of age; 120 Protected (bLaminated) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customer.Filters 12 UV MDM Coated Products 6 Semi-hard Oxide Coatings 60 Salts / Crystals 12 Diamond Turned Products 12 Assemblies 12 Original / Master Gratings 12 Replicated Gratings 12 Polarizers 12 Polka-dot beamsplitters 12 Monochromators 12 Standard Metal Coatings 12 Standard Dielectric Coatings 12

Appears in 1 contract

Sources: Terms and Conditions of Sale

Warranties. 9.1 NCR Voyix 5.1. Pennakem only warrants that the Service Products or the performance of the Services will comply with the specifications agreed with the Order Confirmation and/or any applicable quality agreement agreed between the Parties solely with regard to quality matters (hereinafter referred to as “Quality Requirements”). Pennakem makes no other warranties, whether express or implied, of merchantability, fitness for purpose, or any possible future use or otherwise. 5.2. The Buyer shall have communicated to Pennakem all necessary information to ensure the adequate elaboration of the agreed Quality Requirements and Software the proper transformation and/or the final use of the Products or Services. The Buyer recognizes that Pennakem's obligation of conformity is fully satisfied when these Quality Requirements have been met at the time of Delivery. For the performance of the Services, Pennakem warrants that the work will be materially as described conducted in their published user documentation. Provided a professional manner and that you have timely paid all subscription and other fees due, NCR Voyix Pennakem will promptly at do its expense correct any Service or Software that fails best efforts to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate perform the Service by giving written notice to NCR Voyix within 30 days after the nonconformance, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchase, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf work in accordance with the terms stated at agreed terms, including the Account Portal. THESE ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIESindicative time schedule, ORAL OR WRITTENand with reasonable professional skill and care; it is however acknowledged that in case the Services are of developmental nature, EXPRESS OR IMPLIED. NCR Voyix does not warrant there can be no guarantee that a Product the Services will yield any particular business or financial results; that data, reportsbe successfully completed, or analysis will be accurate in all respects; that completed within a Product will be free from all bugs and errors; or that a Product will operate without interruptionspecified time frame despite Pennakem 's good faith efforts to do so. 9.2 You warrant 5.3. Hidden defects must be notified in writing to Pennakem immediately upon discovery, but, in any event, no later than six (6) months after Delivery. 5.4. If Pennakem recognizes that: : (i) the Products are defective, then Pennakem shall, at its sole discretion, either: (a) you are replace the defective Products, at least 18 years of age; its own costs, or (b) you are eligible to register and use reimburse the Service and have price of such Products already paid by the right, power, and ability to enter into and perform under this Agreement; Buyer or (c) if the name you identify when you register is your real name price has not already been paid by the Buyer, to reduce such price or to terminate the said Contract; (ii) the Services are defective, then Pennakem shall, at its sole discretion, either: (a) reperform the defective Service, or (b) reimburse the price of or the business name under which you sell goods use of the Services by the Buyer. Pennakem shall not be bound by the above-mentioned obligations of this Clause 5.4 if: (i) the defect results from the specifications of the Products provided to Pennakem by the Buyer, or an act or omission of the Buyer, or (ii) the defect claimed results from a case of Force Majeure. 5.5. Any technical advice provided by Pennakem, before and/or during the use of the Products, whether provided verbally or in writing or by way of trials, is given in good faith but without any warranty on the part of Pennakem. Pennakem's advice shall not release the Buyer from its duties to test the Products supplied by Pennakem as to their suitability for the intended processes and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe uses. The use and processing of the goods or services sold Products are undertaken solely at the Buyer's risk. 5.6. The Buyer’s sole and delivered to a purchaser exclusive remedies for breach of the warranties set forth in this Clause 5 are the one stated in this Clause 5 and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customerin Clause 6.

Appears in 1 contract

Sources: General Sales Conditions

Warranties. 9.1 NCR Voyix warrants We warrant that the Service App: • is fit for the purpose and Software will be materially is as described in their published user documentationApple's App Store; • is free from material defects in its design; and • is of satisfactory quality (within the meaning of the Sale of Goods Act 1979). Provided You represent and warrant that: • you are not located in a country that is subject to a U.S. Government embargo; or • you have timely paid all subscription not been designated by the U.S. Government as a "terrorist supporting" country; and other fees due, NCR Voyix will promptly at its expense correct • you are not listed on any Service U.S. Government list of prohibited or Software that fails restricted parties. In the event of any failure of the App to materially conform to this any applicable warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformancenotify Apple, and NCR Voyix Apple will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchase, and NCR Voyix will replace or refund the purchase price for the App to you. To the maximum extent permitted by any applicable law, Apple requires us to include a term in this ▇▇▇▇ stating the following: that Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our sole responsibility. We may need to change these terms to reflect: • changes or anticipated changes in law, regulations or codes of nonconforming Hardware. Warranty claims must practice, or to respond to a decision by a court, ombudsman or regulator; • changes in our costs, including administrative costs, involved in providing the App; • changes in technology; • any additional features which we introduce or changes in the functionality of the App, including the removal of any out of date parts of the App; • to fix any mistake in the drafting of this ▇▇▇▇ or to make it fairer or clear (this will never be submitted by you to your detriment; or • changes to the way we want to provide services to our members or to reflect the changes in the method that the banking industry deliver services; • changes in our ownership or a Reseller on re-organisation due to us merging with or acquiring another business; • we may also need to make changes for other reasonable reasons that affect the way we run our business and your behalf in accordance with account. In the event we do, we will describe the reason when we notify you about the change. You will receive a notification of any change to the terms stated at when you next start the Account PortalApp. THESE ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIXPlease always ensure you read and accept the updated terms to use the App. THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruption. 9.2 You warrant that: (a) If you are not happy with any change that we make you can immediately delete the App. If you do not accept the notified changes you will not be permitted to continue to use the App and you must delete it from your device. So that we are able to provide sufficient notification to you of changes of terms and conditions within the ▇▇▇▇, we recommend that you periodically log on to the App and at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customerevery 14 calendar days.

Appears in 1 contract

Sources: End User Licence Agreement

Warranties. 9.1 NCR Voyix 6.1 NetVoice will make every reasonable effort to deliver the Internet Services, 24 hours a day, seven days a week; however, NetVoice cannot and does not warrant or guaranty such availability. NetVoice's sole liability to Reseller or to any third party for claimed error(s) or omissions(s) by NetVoice in the delivery or failure to deliver any Internet Service shall be to restore services and/or to correct said error(s) or omission(s) as soon as is practicable following notice thereof by Reseller to NetVoice, unless such error(s) or omission(s) are due to the negligence or intentional misconduct of NetVoice, its agents or employees, in which event NetVoice will be liable for the amount of damages caused by its, or its agents' or employees', negligence or intentional misconduct. In addition, NetVoice will refund or excuse payment for a proportional amount of the fees due from Reseller to NetVoice for such Internet Services, in accordance with NetVoice's standard refund/credit policies, which may from time-to-time change, upon thirty (30) days notice to Reseller. Except as aforesaid, NetVoice shall not under any circumstances be liable to Reseller or to third parties for monetary damages. 6.2 NetVoice warrants that the Service software provided hereunder is and Software will be materially as described in their published user documentation. Provided Year 2000 compliant, meaning that you have timely paid all subscription the software will function correctly into and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate beyond the Service by giving written notice to NCR Voyix within 30 days after the nonconformanceYear 2000, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the accurately process date of purchaseand time data, and NCR Voyix that it will replace neither contain nor create any logical or refund mathematical inconsistency, will not malfunction, and will not cease to function when processing date and time data. NetVoice further warrants that the purchase price Internet Services will conform, in all material respects, to the specifications provided to Reseller. NetVoice further represents and warrants that it has the authority to enter into this Agreement and that the execution and performance of nonconforming Hardwarethis Agreement will not violate any agreement to which it is bound and that it has no knowledge of any claim that its products or services infringe any patent, copyright, trademark or any other intellectual property of any third party. Warranty claims must be submitted by you or a Reseller on your behalf in accordance with the terms stated at the Account Portal. THESE UNLESS OTHERWISE SPECIFIED HEREIN, ALL SERVICES PROVIDED BY NETVOICE ARE PROVIDED "AS IS." NETVOICE MAKES NO WARRANTY WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES OF MERCHANTABILITY DESCRIPTION, QUALITY, MERCHANTABILITY, NON-INFRINGEMENT, COMPLETENESS OR FITNESS FOR A PARTICULAR PURPOSE. THERE ANY PURPOSE IN CONNECTION WITH ITS NETWORK OR OF THE INTERNET SERVICE OR LOCAL ACCESS OR AS TO ANY OTHER MATTER, ALL OF WHICH WARRANTIES BY NETVOICE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruptionHEREBY EXCLUDED AND DISCLAIMED. 9.2 You warrant that: 6.3 UNLESS OTHERWISE STATED HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY OF RESELLER'S CUSTOMERS OR ANY OTHER PERSON, FIRM OR ENTITY IN ANY OTHER RESPECT, FOR DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, ACTUAL, OR PUNITIVE DAMGES, OR FOR ANY LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER, EVEN IF FORESEEABLE, ARISING OUT OF ANY MISTAKE, ACCIDENT, ERROR, OMISSION, INTERRUPTION, OR DEFECT IN TRANSMISSION, OR DELAY ARISING OUT OF OR RELATING TO THE INTERNET SERVICES OR THE OBLIGATIONS OF NETVOICE UNDER THIS AGREEMENT AND ANY EXHIBITS OR SHCEDULES HERETO, INCLUDING, WITHOUT LIMITATION, (aI) you are at least 18 years of age; ANY FAILURE TO TIMELY OR ACCURATELY PROVIDE OR INSTALL ANY PORTION OF THE INTERNET SERVICES, OR (bII) you are eligible to register and use the Service and have the rightADVERSE CONDITIONS THAT MAY RESULT FROM ACTIONS BY REGULATORY OR JUDICAL AUTHORITIES. EXCEPT FOR LOSS, powerDAMAGE OR EXPENSE ARISING FROM ERRORS OR OMISSIONS CAUSED BY NETVOICE'S, and ability to enter into and perform under this Agreement; (c) the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by youOR ITS AGENTS' OR REPRESENTATIVES' NEGLIGENCE OR INTENTIONAL MISCONDUCT, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customerA BREACH OF WARRANTY CONTAINED IN PARAGRAPH 6.2 HEREOF OR ANY ACT OR OMISSION THAT GIVES RISE TO A DUTY TO INDEMNIFY RESELLER UNDER PARAGRAPH 7, NETVOICE'S ENTIRE LIABILITY FOR ANY CLAIM OR LOSS, DAMAGE OR EXPENSE FROM ANY CAUSE WHATSOEVER SHALL IN NO EVENT EXCEED THE MONIES ACTUALLY PAID TO NETVOICE UNDER THIS AGREEMENT BY RESELLER FOR THE SPECIFIC SERVICES THAT GIVE RISE TO THE CLAIM.

Appears in 1 contract

Sources: Internet Dial Up Resale Agreement (Netvoice Technologies Corp)

Warranties. 9.1 NCR Voyix a. Vendor warrants that, for the greater of: (i) eighteen (18) months from date of Buyer’s final acceptance or (ii) the period of Vendor’s express warranty, Goods shall correspond with the description provided by Buyer; conform to applicable specifications or samples; comply with applicable laws and regulations whether existing or hereafter enacted; be new and of the best quality unless otherwise specified; be free from defects in design, materials and workmanship (including damage due to unsatisfactory packaging); be merchantable, and fit for the purpose for which they are furnished; and be free and clear of all liens and encumbrances. Vendor further warrants that it has good and marketable title to all Goods. The warranty period for repaired or replaced Goods will end at the Service and Software will be materially as described in their published user documentation. Provided that you have timely paid all subscription and other fees duelater of (A) the original warranty period, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 (B) one hundred eighty (180) days after the nonconformancerepaired or replaced Goods have been returned or restored to Buyer. All services related to Goods shall be performed in a workmanlike manner and to the highest industry standards. At all times, Vendor shall protect and preserve any property in its possession which Buyer or Buyer’s customer has an interest. The warranties of Vendor are in addition to any warranty or guarantee offered by Vendor or implied or provided by law. In the event of Vendor’s breach of this Section 4.a. Buyer shall be entitled, among other remedies, to terminate these Terms under Section 8. b. Vendor warrants that it shall be an independent contractor and not an agent, partner or joint-venturer of Buyer in connection with these Terms and any Goods. Nothing contained in these Terms or otherwise shall create or be deemed to create any such relationship between Buyer and Vendor. No member of Vendor Group is under the control or supervision of any member of Buyer Group. c. Vendor warrants that all Goods do not and will not infringe upon the rights of any third party, notwithstanding Buyer’s release or approval of data or drawings. Any items corrected or furnished in replacement shall also be subject to this Section. Also, Vendor assigns all third parties’ warranties to Buyer. d. Vendor grants Buyer a non-exclusive, non-transferable, irrevocable, royalty-free, worldwide right and license to use, reproduce, sublicense and distribute any software that is part of Goods (including programs in firmware). e. Any Goods deemed dangerous or hazardous will be packaged, marked and shipped by Vendor to comply with all present and future federal, state, and NCR Voyix local laws and regulations and will cease delivering further comply with any Buyer requirements or instructions. Vendor warrants that each and every chemical substance constituted or contained in Goods sold or otherwise transferred to Buyer in the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through U.S. is on the termination date. Hardware is warranted against defects in manufacture for 30 days from list of chemical substances compiled and published by the date administrator of purchasethe U.S. Environmental Protection Agency pursuant to the Toxic Substances Control Act, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf in accordance with the terms stated at the Account Portal. THESE ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data, reportsas amended, or analysis will be accurate are otherwise in all respects; that a Product will be free from all bugs compliance with such Act. If Goods contain toxic chemical substances which exceed the de minimis concentration allowed in the reporting list under Section 313 of the Emergency Planning and errors; or that a Product will operate Community Right to Know Act of 1986, as amended, Vendor shall promptly report same to Buyer and shall supply without interruptionrequest by Buyer, manufacturer’s safety data sheets for such Goods and toxic chemical substances. 9.2 You warrant that: (a) you are at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customer.

Appears in 1 contract

Sources: Terms and Conditions for Purchase of Goods

Warranties. 9.1 NCR Voyix Exaget warrants that the Service Software materially conforms to the specifications and descriptions of the Software will be materially as described in their published user documentationincluded on the Exaget web site (▇▇▇▇▇▇.▇▇▇) at the time of signature of this Agreement or the delivery of the Software, whichever is earlier (“Specification”). Provided that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to The period for this warranty. If NCR Voyix warranty is unable reasonably to do so, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformance, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 ninety (90) days from the date of purchasedelivery or installation, and NCR Voyix will replace or refund whichever is earlier. Should the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf in accordance Software not materially conform with the terms stated at Specification and provided that Customer notifies Exaget thereof during the Account Portalwarranty period, Exaget will render the Software so that it conforms with the Specification or revoke this license and give Customer full refund of the license fees paid by Customer for the use of the Software. THESE ARE Exaget is not responsible for the operation of an external telecommunications operator or the operation or malfunctions of telecommunication links, public data network or public communications provided by the telecommunications operator. The Software shall not be considered materially dysfunctional if the Customer provides services upon the application. Notwithstanding the warranty provisions of the above paragraph, Exaget shall have no warranty obligations if (i) Customer has used or is using the Software in a manner or in such environment that does not conform to Exaget's written instructions or the provisions in the Software documentation, (ii) Customer or any third party has modified, or attempted to modify the Software, (iii) errors are caused by Customer’s software or hardware malfunctions or failures, or (iv) Customer has refused to implement any changes recommended by Exaget. EXAGET MAKES NO OTHER WARRANTIES. EXAGET DOES NOT WARRANT THAT THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIXFUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET THE CUSTOMER’S REQUIREMENTS OR THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE OR IN ALL COMBINATIONS SELECTED FOR USE. ESPECIALLY THERE ARE NO WARRANTIES EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO IMPLIED NON-INFRINGEMENT WARRANTY AND ANY WARRANTY IS STRICTLY LIMITED TO WHAT IS EXPRESSLY AGREED. CERTAIN ELEMENTS OF THE SOFTWARE ARE LICENSED FROM THIRD PARTIES FREE OF CHARGE OR COMMERCIALLY. THERE IS NO WARRANTY FOR THOSE ELEMENTS OF THE PROGRAM, TO THE EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT WHEN OTHERWISE STATED IN WRITING, EXAGET, THE COPYRIGHT HOLDERS AND/OR OTHER WARRANTIES OR PARTIES PROVIDE THOSE ELEMENTS OF THE PROGRAM "AS IS" WITHOUT WARRANTY REMEDIESOF ANY KIND, ORAL OR WRITTEN, EITHER EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data, reportsINCLUDING, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruptionBUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 9.2 You warrant that: (a) you are at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customer.

Appears in 1 contract

Sources: Personalised App License Terms

Warranties. 9.1 NCR Voyix 8.1 InRewards warrants that the Service and Software following delivery of Your Card to You, Your Card will be materially as described in their published user documentation. Provided that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformance, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchase, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf in accordance with the terms stated at the Account Portal. THESE ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruption. 9.2 You warrant that: (a) you are at least 18 years of age; reasonably suitable for the purposes for which it is generally intended, (b) you are eligible to register of good quality, in good working order and use the Service and have the right, powerfree of any defects, and ability to enter into and perform under this Agreement; (c) useable and durable for a reasonable period of time, having regard to the name you identify when you register is your real name use to which it would normally be put and to all the surrounding circumstances of its supply. 8.2 Should any defect arise in Your Card which You believe would be covered by the warranty, You must promptly notify InRewards in writing (by delivery, post, fax or e-mail to the business name under which you sell goods address in clause 16) describing the defect and services; InRewards will, at its option (d) any sales transaction you submit exercised reasonably), remedy or reissue the defective Card. If InRewards has previously remedied the affected Card in terms of this warranty during the immediately preceding 3 month period, then InRewards will represent a bona fide sale reissue the Card. Any remedial work undertaken by you, will accurately describe the goods or services sold and delivered to a purchaser and InRewards will be properly reported warranted for tax a period of 90 days following delivery of same to You. 8.3 THE WARRANTY IN CLAUSE 8.1 WILL NOT APPLY IN RESPECT OF DEFECTS OR FAULTS ARISING IN A CARD DUE TO OR RESULTING FROM – 8.3.1 YOUR FAILURE TO USE THE CARD IN ACCORDANCE WITH ITS USER INSTRUCTIONS; 8.3.2 EXTERNAL FACTORS AFFECTING THE CARD, INCLUDING FORCE MAJEURE; 8.3.3 NEGLIGENCE, THEFT, VANDALISM OR ACCIDENTS. 8.4 InRewards warrants that InRewards' services – 8.4.1 will be performed and completed in a timely manner and InRewards will give You timely notice of any unavoidable delay in the performance of those services; 8.4.2 will be performed in a manner and quality that persons are generally entitled to expect, and should InRewards fail to meet these standards, You must promptly notify InRewards in writing (including sales by delivery, post, fax or e-mail to the address in clause 16) describing the failure and ad valorem tax) purposes; and InRewards will, at its option (e) you will fulfill all your obligations exercised reasonably), remedy any failure in the quality of the services performed or refund You a reasonable portion of any price You paid for those services, having regard to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customerextent of the failure.

Appears in 1 contract

Sources: Agreement

Warranties. 9.1 NCR Voyix 7.1 Jacobs Well warrants that on the Service date of shipment all goods manufactured by Jacobs Well shall be free from defects in material under normal use and Software service unless agreed with the buyer. 7.2 No warranty extended by Jacobs Well shall apply to: 7.2.1 Any goods, which have been modified or altered by persons other than Jacobs Well. 7.2.2 Any goods subjected to any misuse, neglect, improper storage, handling or accidental damage; 7.2.3 Any goods tampered with by a third party. 7.3 Jacobs Well’s exclusive obligation under this warranty is, at Jacobs Well’s discretion, to repair the defective goods, or to grant credit for the value of any goods found to be defective under this warranty in installment sales. We will be materially as described cover the cost of shipping for the repair of the defective goods from JW Productions Pvt Ltd to the Buyer. We are not able to cover the cost of shipping the defective goods from the Buyer to JW Productions Pvt Ltd. 7.4 Jacobs Well shall not reimburse or make any allowance to the Buyer for any labor charges incurred by the Buyer for replacement or repair of any goods unless such charges are authorized in their published user documentation. Provided advance by Jacobs Well. 7.5 This warranty is made on the condition that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate the Service by giving Buyer gives Jacobs Well immediate written notice of any defect (notice must be delivered to NCR Voyix Jacobs Well within 30 days after the nonconformance, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 7 days from the date of purchaseshipment), the Buyer gives Jacobs Well access to the goods and ▇▇▇▇▇’s relevant records and data, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf in accordance with that Jacobs Well’s inspection reveals that ▇▇▇▇▇’s claim is valid under the terms stated at the Account Portal. THESE ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data, reports, or analysis of this warranty. 7.6 No returns will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruptionaccepted by Jacobs Well unless accompanied by Jacobs Well’s Return Material Authorization. 9.2 You warrant that: (a) you are at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customer7.7 THIS WARRANTY APPLIES TO THE GOODS ONLY AND NOT TO ANY COMBINATION OR ASSEMBLY OF THE GOODS OR ANY OTHER SERVICES OF JACOBS WELL. JACOBS WELL MAKES NO WARRANTY OTHER THAN THE WARRANTY SET FORTH HEREIN.

Appears in 1 contract

Sources: Sales Contract

Warranties. 9.1 NCR Voyix (a) HIWD warrants that all services to be performed under the Service and Software Agreement will be materially as described rendered using sound, professional practices and in their published user documentation. Provided a competent and professional manner by knowledgeable, trained and qualified personnel. (b) HIWD warrants that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct Deliverables developed by HIWD for any Service or Software that fails to materially Customer hereunder shall conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate all specifications provided in the Service by giving written notice to NCR Voyix within 30 days after the nonconformanceagreement with each such Customer, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchase, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf operate materially in accordance with those specifications upon delivery. Except as expressly otherwise provided in any such agreement or in this Agreement, HIWD does not warrant that its services or Deliverables will be uninterrupted or error free. (c) HIWD warrants that all software provided by HIWD and all Deliverables shall be Year 2000 Compliant. All Customer Sites developed by HIWD will be virus-free on delivery and will be accessible by Internet users twenty-four (24) hours per day, seven (7) days per week, provided however, in the terms stated at event the Account Portal. THESE ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE host site used by HIWD is non-operational, HIWD will not be in breach of this Agreement so long as HIWD acts in a prudent and customarily reasonable manner to work to restore access. (d) eRealty represents and warrants to HIWD that: (i) eRealty has the power and authority to enter into and perform its obligations under this Agreement; (ii) eRealty and Customer Content does not and shall not contain any content, materials, link, advertising or services that actually or potentially violate any applicable law or regulation or infringe or misappropriate any proprietary, intellectual property, contract or tort right of any person; and (iii) eRealty and Customer own their respective Content and all proprietary or intellectual property rights therein, or has express written authorization from the owner to copy, use and display the Content on and within the Site. (e) EXCEPT AS EXPRESSLY STATED AT SECTION 6(a-c), HIWD MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruptionCONCERNING THE SUBJECT MATTER OF THIS AGREEMENT. 9.2 You warrant that: (a) you are at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customer.

Appears in 1 contract

Sources: Website Development Agreement (Houston Interweb Design Inc)

Warranties. 9.1 NCR Voyix warrants that the Service and Software will be materially as described in their published user documentation. Provided that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformance, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchase, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf in accordance with the terms stated at the Account Portal. THESE ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruption. 9.2 7.1 You warrant to Proppy that: : (a) all information you are at least 18 years of age; provide to Proppy is true, accurate, and complete, and there is no information which has not been provided which would impact on Proppy's decision to approve you as a Buyer; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; will provide Proppy with updated information if any of your circumstances materially change; (c) the name you identify when you register is your real name or the business name under which you sell goods and services; will comply with all New Zealand laws; (d) you will seek legal advice before signing any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and Contractual Documentation; (e) you were made aware and advised by Proppy that prior to accepting the terms of this Agreement that: (i) Proppy has written in-house procedures for dealing with complaints and dispute resolution and that a copy of these procedures is available on the Website; (ii) you may access the Authority’s complaints process without first using our in-house procedures. Any use of the in-house procedures does not preclude you making a complaint to the Authority; (iii) you may seek legal, technical or other advice and information prior to signing this Agreement and any Contractual Documentation; (iv) you acknowledge that ▇▇▇▇▇▇ may not have physically inspected the Land. Where Proppy has not physically inspected the Land, and taking into account ▇▇▇▇▇▇’s low commission rate and Website sale methodology you agree that: a. Proppy can rely on an independent valuation and builders report (even if not published on the Website) when preparingits written assessment of the Land and when carry out Real Estate Agency Work in relation to the Land; b. Proppy will fulfill disclose this on the Website and advise all your obligations to each customer Customers and/or Buyers of the same; and c. any resulting Contractual Documentation will contain wording whereby both Client and Buyer acknowledge that ▇▇▇▇▇▇ has not physically inspected the Land. (f) you will make bids and/or offers on the Website only in good faith (and not for which the purposes of bidding up prices on property for friends, family or associated persons or parties) and if successful you submit will complete the Transaction and any required Contractual Documentation. (g) If you are the successful bidder at an online auction, you agree that by completing the online auction process there is a legally binding and unconditional agreement created between you and the seller. You will immediately complete the transaction and will resolve any dispute or complaint directly with required Contractual Documentation within two hours of the customeronline auction ending.

Appears in 1 contract

Sources: Buyer Agreement

Warranties. 9.1 NCR Voyix warrants that the Service and Software will be materially as described in their published user documentation. Provided that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformance, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchase, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf in accordance with the terms stated at the Account Portal. THESE ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruption. 9.2 You warrant that: (a) you are at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customer.and

Appears in 1 contract

Sources: Merchant Agreement

Warranties. 9.1 NCR Voyix The Recipient represents and warrants that that: it has the Service right to enter into this Agreement; it and Software its subcontractors and Personnel, including its Specified Personnel, have the necessary experience, skill, knowledge, expertise and competence to undertake the Activities and (where appropriate) will be materially hold such licences, permits or registrations as described in their published user documentation. Provided that you have timely paid all subscription and other fees dueare required under any State, NCR Voyix will promptly at its expense correct any Service Territory or Software that fails Commonwealth legislation to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate undertake the Service by giving written notice to NCR Voyix within 30 days after the nonconformanceActivities, and NCR Voyix will cease delivering are fit and proper people; if relevant and applicable, it is compliant with the Service Workplace Gender Equality Act 2012 (Cth) (WGE Act) and that: if it becomes non-compliant with the WGE Act during the Agreement Period, the Recipient must notify the Department as soon as practicable; if the Agreement Period exceeds 18 months, the Recipient must provide a current letter of compliance under the WGE Act within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days 18 months from the date of purchaseCommencement Date and following this, annually to the Department; and NCR Voyix will replace or refund compliance with the purchase price of nonconforming HardwareWGE Act does not relieve the Recipient from its responsibility to comply with its other obligations under this Agreement. Warranty claims Management and governance The Recipient must be submitted ensure that: the Recipient is and remains throughout the Funding Period a company limited by you or a Reseller on your behalf guarantee incorporated in Australia; the Recipient operates the Defence CRC and conducts the Activities in accordance with Schedule 2; the Defence CRC Board manages and governs the Defence CRC; the Activities are at all times carried out in accordance with this Agreement; and at all times the Defence CRC Board operates the Defence CRC to the same fiduciary and good governance standards that apply to incorporated bodies under Australian law. This clause 5.1 does not limit the ways in which the Recipient may participate in the Defence CRC. The Recipient must notify the Department immediately upon becoming aware of any circumstances that are likely to adversely affect the Recipient’s ability to comply with the terms stated at the Account Portal. THESE ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIESof this Agreement, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any in particular business its solvency or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruption. 9.2 You warrant that: (a) you are at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into ensure that the Activities are carried out in accordance with this Agreement. The giving of Notice by the Recipient pursuant to this clause 5.2, will not, in any way, limit the obligations of the Recipient under this Agreement or excuse the Recipient in any way from the performance of those obligations. The Recipient must: ensure that its Constitution is in a form that is reasonably acceptable to the Commonwealth and perform aligned with the template document available at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇.▇▇/▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇-▇▇▇▇▇▇▇; ensure that its Constitution is at all times consistent with the obligations under clauses 4, 5.1, 5.4, 5.5 and 5.6 and otherwise allows it to meet its obligations under this Agreement; ensure no variation or alteration is made to any arrangement described in clause 5.3(a) that is, or may be, inconsistent with this Agreement without the prior written consent of the Department; and provide the Department with a copy of any proposed alteration or variation described under clause 5.3(c) within 10 Business Days of completion of the change. The Recipient must ensure that at all times: the members of the Recipient are not less than 3 and not more than 12; Defence is a member of the Recipient for the Agreement Period, unless the Recipient is notified in writing by the Defence Representative that Defence does not wish to be a member; Defence will be entitled to resign as a member of the Recipient at any time at its discretion; the members of the Recipient include at least: one Industry Participant; and one Research Participant, in addition to Defence (c) subject to clause 5.4(a)); and each member of the name you identify when you register Recipient has equal voting rights in the Recipient for so long as Defence is your real name a member of the Recipient. The Minister will in consultation with Defence and the Defence CRC board appoint the Chair of the Defence CRC Board who: will act independent of the Participants and is independent of the management of the Defence CRC and is free of any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the business name under which you sell goods exercise of their unfettered and servicesindependent judgment; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported hold office until such time as replaced by the Minister. The Recipient must take all steps necessary to give effect to the appointment of the Chair under clause 5.5(a), and not do or omit to do anything which would prevent, limit or restrict the appointment of the Chair under clause 5.5(a). Without limitation to clause 5.5, the Recipient must: ensure the appointment by the Recipient’s members of appropriate persons to the Defence CRC Board, which should comprise a majority of members who are independent of the Participants; ensure that the Chief Executive Officer is not a member of the Defence CRC Board (unless acting in that position temporarily); subject to clause 5.6(d) below, use its best efforts to ensure that each of the Defence CRC Board members is a fit and proper person for tax (the relevant position at the date of appointment and for the duration of their appointment, including sales as specified below: the person is appointed according to skills based criteria relevant to the Activities and ad valorem tax) purposesto the achievement of the Goals and Objectives; the person must not have been convicted of an offence under a law of the Commonwealth or of a State or Territory; the person must not have been bankrupt, applied to take the benefit of a law for the benefit of bankrupt or insolvent debtors, compounded with his or her creditors or assigned his or her remuneration for the benefit of creditors; the person must not have been disqualified from managing corporations under Part 2D.6 of the Corporations Act 2001; the person is of sufficiently good fame and character that association with the Commonwealth would not bring the Commonwealth into disrepute; and (e) you will fulfill all your obligations the public is likely to each customer for which you submit a transaction have confidence in the person's reputation and will resolve any dispute or complaint directly with the customer.suitability to be involved in an organisation that is receiving public monies; and

Appears in 1 contract

Sources: Defence CRC Funding Agreement

Warranties. 9.1 NCR Voyix warrants that the Service and Software will be materially as described in their published user documentation. Provided that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformance, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix As an inducement for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchase, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf in accordance with the terms stated at the Account Portal. THESE ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruption. 9.2 You warrant that: (a) you are at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability PFC to enter into this Agreement, and perform with full knowledge that the truth and accuracy of the warranties in this Agreement are being relied upon by PFC, SELLER warrants and covenants that: A. SELLER is properly licensed and authorized to operate the business of Security Products , under the trade name(s) of PEPPERBALL TECHNOLOGIES - CA, INC. and SELLER's trade name(s) has been properly filed and published as required by the laws of the applicable County/State. B. SELLER's business is solvent, and all the SELLER's obligations to the government for all Federal, state and/or local taxes including employee withholding taxes are paid in full and will continue to be paid in full on a timely basis. C. Each of SELLER's account debtors is solvent to the best of SELLER's current information and knowledge. D. SELLER is the lawful owner of, and has good and undisputed title to, the Accounts purchased by PFC. E. Each account offered for sale to PFC is an accurate and undisputed statement of indebtedness by customer to SELLER for a sum certain which is due and payable in thirty days or less or other trade terms pre-approved in writing by PFC. F. Each account offered for sale to PFC is an accurate statement of a bonafide sale, delivery and acceptance of merchandise or performance of service by SELLER to Customer G. SELLER does not own, control or exercise dominion over, in any part or way whatsoever, the business of any account debtor which Accounts are factored by SELLER to PFC. H. All financial records, statements, books or other documents shown to PFC by SELLER at any time, either before or after the signing of this Agreement are true and accurate. I. SELLER will not, in any manner whatsoever interfere with any of PFC's rights under this Agreement; . __jcs__ __jgm_ _______ _________ (cInitial) (Initial) (Initial) (Initial) J. SELLER will not factor or sell Accounts except to PFC for the name you identify when you register is your real name period of this Agreement, and for so long as any indebtedness whatsoever remains owing by SELLER to PFC. K. SELLER has not transferred, pledged or granted a security interest in SELLER's Accounts or other personal property further defined as Collateral by Paragraph 4, to any third person, which SELLER has not fully disclosed in writing to PFC, and SELLER will not transfer, pledge or grant a security interest to any other party in said personal property of the business name under which you sell goods for the term of this Agreement and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered for so long as SELLER is indebted to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customerPFC.

Appears in 1 contract

Sources: Security Agreement (PepperBall Technologies, Inc.)

Warranties. 9.1 NCR Voyix warrants that 5.1 Mobility shall manufacture the Service and Software will Standard Products in accordance with Mobility's specifications, which specifications may be materially as described in their published user documentation. Provided that you have timely paid all subscription and other fees due, NCR Voyix will promptly changed from time to time by Mobility upon at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate the Service by giving least thirty (30) days prior written notice to NCR Voyix within 30 days after Cybex. Mobility shall manufacture Custom Products in accordance with the nonconformancespecifications for such Custom Products. Mobility shall not make any material change in the Custom Products without prior written approval of Cybex. 5.2 Mobility warrants that all Products shall comply with all applicable governmental certificates, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against be free from defects in manufacture design, material, workmanship and performance for 30 days a period of two years from the date of purchasedelivery hereunder. Cybex will provide written notice of any warranted defect promptly upon its discovery. Upon receipt of such notice, Mobility shall arrange for the repair or replacement, at Mobility's sole discretion, of the Product and shall bear all costs necessary to complete such repair or replacement. Cybex shall not be required to return failed Products to Mobility, unless specifically requested by Mobility. At the request of Mobility, Cybex shall use its best efforts to deliver to Mobility, at Mobility's cost and expense, any failed Products. Any Products returned shall be subject to reasonable inspection by, and NCR Voyix the concurrence of, Mobility. 5.3 Mobility warrants that it has the unrestricted worldwide right to manufacture, sell and deliver the Products to Cybex and that it has in place proper authorizations and licenses from all parties as may be necessary to deliver the Products to Cybex. 5.4 Mobility warrants that no Products will replace infringe any patent, copyright, trademark, trade secret or refund other proprietary or intellectual property right of any third party. Mobility shall indemnify, defend and hold harmless Cybex, its parent, subsidiaries, affiliates and customers (each an "Indemnitee" and collectively, the purchase price "Indemnities") from any damage, expense, liability, cost (including attorneys fees and expenses) arising out of nonconforming Hardwareany suit, claim, action or proceeding alleging any such infringement. Warranty claims must be submitted Cybex agrees to provide prompt written notice to Mobility upon receipt by you any Indemnitee of any suit, claim, action or a Reseller on your behalf proceeding alleging such infringement, and Mobility shall have the right to defend such suit, claim, action or proceeding at its own expense. Such Indemnitee may participate in accordance such defense at its own expense and will reasonably cooperate with Mobility in the terms stated at the Account Portal. THESE defense thereof, and such Indemnitee agrees that it will not unreasonably withhold its consent to any settlement or compromise thereof. 5.5 THE ABOVE WARRANTIES ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES IN LIEU OF ANY OTHER WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE , WHICH WARRANTIES ARE NO OTHER WARRANTIES OR WARRANTY REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruptionSPECIFICALLY DENIED. 9.2 You warrant that: (a) you are at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name you identify when you register is your real name or the business name under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customer.

Appears in 1 contract

Sources: Private Label Agreement (Mobility Electronics Inc)

Warranties. 9.1 NCR Voyix The Vendor warrants that the Service and Software will be materially as described in their published user documentation. Provided that you have timely paid all subscription and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformance, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchase, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf in accordance with the terms stated at the Account Portal. THESE ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruption.that: 9.2 You warrant that: (a) you are at least 18 years of age; it will provide the Services in a safe manner free from risks to health and safety including (without limitation) in compliance with all safety Laws; (b) you are eligible to register the Vendor, and use the Service and all Vendor Personnel have the rightappropriate level of skill, power, training and ability competence to enter into perform the Services safely and perform under this Agreement; to a reasonable standard of workmanship expected in the profession or industry of the Vendor and the Vendor Personnel; (c) the name you identify when you register is your real name or Vendor and all Vendor Personnel will comply will all relevant Laws including without limitation all safety laws applicable to the business name under which you sell goods supply of Goods and/or the performance of Services and services; Chain of Responsibility obligations in the performance of the Services; (d) any sales transaction you submit will represent a bona fide sale by youthere is no prohibition or restriction or other obligation which would preclude, will accurately describe prevent or hinder the goods Vendor or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and the Vendor Personnel from providing the Services in accordance with these Terms; (e) you the Vendor (or if the Vendor uses a third party contractor to store its data, then that third party contractor) has and uses a robust System to protect the security, privacy and integrity of all data it collects, including any data provided to the Vendor by ATLAS; (f) the Vendor will fulfill all your obligations (upon request) provide ATLAS with information about the System (including responding to each customer for which you submit a transaction ATLAS’s reasonable queries about the System), or the privacy and security of its data, and the Vendor will immediately inform ATLAS of any breach or suspected breach of the System, and will resolve use its best endeavours to rectify the breach as soon as practicable; (g) the Vendor, and all Vendor Personnel, will comply with all relevant policies and procedures of ATLAS; (h) it will take all steps needed to ensure that ATLAS is not subject to any dispute claim or complaint directly finding that the Vendor and/or any Vendor Personnel are deemed to be employees of ATLAS; (i) information, documentation and certification provided to ATLAS are accurate, valid and in good order; (j) the Vendor will not engage in any action that could conflict with ▇▇▇▇▇’s rights or with the customerVendor’s obligations under these Terms; and (k) the Vendor is aware that ATLAS is relying on these warranties. The Vendor indemnifies ATLAS in respect of any and all claims giving rise to liability on the part of ATLAS in respect of a breach of this warranty clause howsoever such claims arise.

Appears in 1 contract

Sources: Vendor and Supplier Contracts

Warranties. 9.1 NCR Voyix 7.1 Each party represents and warrants to the other that it has (a) taken all corporate action necessary for the authorization, execution and delivery and performance of this Agreement, and (b) no agreement or understanding with any third party that may prevent, prohibit, or substantially hinder its performance of its obligations under this Agreement. 7.2 JHA warrants to Merchant that the Service and Software Services will be materially as described performed in their published user documentation. Provided that you have a professional and timely paid all subscription manner consistent with transaction processing industry standards and other fees due, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformance, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchase, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf in accordance with the terms stated at Rules and Documentation. In the Account Portalevent that ▇▇▇▇▇▇▇▇ discovers an error in the Services or Software which has been caused by JHA, if ▇▇▇▇▇▇▇▇ has contracted directly with JHA for the Services, Merchant shall immediately notify JHA of the existence and details of the error; if Merchant has contracted with a Reseller for the Services, then Merchant shall provide this notification to Reseller. THESE ARE JHA shall apply commercially reasonable efforts to correct the error within a reasonable time after JHA’s receipt of notification of the error. EXCEPT FOR THE SOLE FOREGOING WARRANTY, ▇▇▇ MAKES NO OTHER WARRANTIES FOR THE SERVICES PROVIDED BY JHA AND EXCLUSIVE ▇▇▇ DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix JHA does not warrant that guarantee the completeness or accuracy of the information provided from a Product will yield third-party database. JHA shall have no liability to Merchant for any particular business invalid customer or financial results; that data, reports, Transaction information provided by Merchant or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruptionTransactions returned unpaid to Merchant. 9.2 You warrant 7.3 Merchant warrants to JHA that: (a) you are at least 18 years of ageall Transactions submitted to JHA for processing will comply with applicable Rules and Documentation; (b) you are eligible Merchant will comply with all Rules and Documentation applicable to register and use the Service and have the right, power, and ability to enter into and perform Merchant’s obligations under this Agreement; (c) the name you identify when you register all information provided by Merchant initially in its application and supporting documentation and subsequently in all updates to its application and supporting documentation provided to JHA is your real name or the business name under which you sell goods valid, complete, accurate and servicesup-to-date; and (d) it will not utilize the Services in conjunction with any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customerExcluded Activity.

Appears in 1 contract

Sources: Merchant Processing Services Agreement

Warranties. 9.1 NCR Voyix warrants that Seller warrants: The Contract is genuine and legally enforceable on its terms; no Buyer was a minor or incompetent when it was executed; all statements contained in the Service Contract are true; Seller has no notice of any matters not disclosed to PAC which might impair Buyers’ credit; Seller actually received the disclosed cash down payment; Seller has not made and Software will not make any advancement to Buyers; Seller has no agreement with Buyers to separately finance or impose finance charges on or refinance any pick-up payment or to defer payment of a portion of the down payment to a date later than the due date of the second installment; Seller has not made any oral or written warranties other than manufacturer’s warranty; the Contract and transactions from which it arose comply with applicable laws and regulations; Seller has performed all of its obligations to Buyers; no Buyer has or has asserted, any defense, set- off or counterclaim to Buyer's liability under the Contract; the Goods are as Seller represented them to Buyer; Seller had full authority to sell the Goods to Buyer free of any security interest or other encumbrance; the Goods have been delivered and accepted by Buyer within 10 days of the Contract date; and the security interest created by the Contract is the only security interest or encumbrance on the Goods; appropriate documents will be materially sent immediately to PAC so PAC may perfect a first security interest in the Collateral within 10 days of its delivery to Buyer; Seller has full authority to assign the Contract to PAC; Seller will take any steps PAC requests to perfect the security interest created by the Contract and to designate PAC as described secured party of record; and PAC's interest in their published user documentationthe Contract is not subordinate to any security interest or other encumbrance; Seller inspected the Goods for defects and there were no defects when Buyer(s) received the goods; Owner's Manual and manufacturer’s warranties were supplied to Buyer. Provided that you have timely paid all subscription PAC’s Authority. PAC may, without notice and other fees duewithout impairing its right against Seller, NCR Voyix will promptly at its expense correct any Service or Software that fails to materially conform to this warranty. If NCR Voyix is unable reasonably to do so, as your sole remedy you may terminate the Service by giving written notice to NCR Voyix within 30 days after the nonconformance, and NCR Voyix will cease delivering the Service within 30 days after receiving your written notice. You will pay NCR Voyix for all Service actually provided through the termination date. Hardware is warranted against defects in manufacture for 30 days from the date of purchase, and NCR Voyix will replace or refund the purchase price of nonconforming Hardware. Warranty claims must be submitted by you or a Reseller on your behalf in accordance with the terms stated at the Account Portal. THESE ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY NCR VOYIX. THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO OTHER WARRANTIES OR WARRANTY REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. NCR Voyix does not warrant that a Product will yield any particular business or financial results; that data, reports, or analysis will be accurate in all respects; that a Product will be free from all bugs and errors; or that a Product will operate without interruption. 9.2 You warrant that: (a) you are at least 18 years of age; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name you identify when you register is your real name of Seller or otherwise, take all actions and legal proceedings it deems advisable with respect to the Contract or the business name Collateral, including without limitation, modifying, extending or compromising any terms, discharging or releasing any person liable or releasing any security. PAC has no duty to perfect any security interest in the Goods or to enforce or preserve Seller’s under which you sell goods and services; (d) any sales transaction you submit will represent a bona fide sale by you, will accurately describe the goods or services sold and delivered to a purchaser and will be properly reported for tax (including sales and ad valorem tax) purposes; and (e) you will fulfill all your obligations to each customer for which you submit a transaction and will resolve any dispute or complaint directly with the customerContract.

Appears in 1 contract

Sources: Retail Installment Contract & Security Agreement