Common use of Warranty and Remedies Clause in Contracts

Warranty and Remedies. The PROVIDER warrants that it will use reasonable efforts to perform the services to conform to generally accepted industry standards, provided that: (a) the SOFTWARE has not been modified, changed, or altered by anyone other than the PROVIDER; (b) the operating environment, including both hardware and systems software, meets the PROVIDER’s recommended specifications; (c) the computer hardware is in good operational order and is installed in a suitable operating environment; (d) RECIPIENT promptly notifies the PROVIDER of its need for service; (e) RECIPIENT provides adequate troubleshooting information and access so that the PROVIDER can identify and address problems; and (f) all fees due to the PROVIDER have been paid. THERE ARE NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THIS MAINTENANCE AGREEMENT, AND THE SERVICES TO BE PROVIDED BY THE PROVIDER UNDER IT INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. RECIPIENT’s sole and exclusive remedy and the PROVIDER’s only obligation under this warranty is to redo the Services until the SOFTWARE conforms to the most recent specifications stated in the documents listed in Supplement A. In the event that these services cannot be provided within a reasonable time after notification, RECIPIENT’s sole and exclusive remedy is to terminate this Maintenance Agreement upon written notice to the PROVIDER and to receive a refund of any fees paid for the period beginning on the date the problem requiring correction was reported to the PROVIDER. RECIPIENT ACKNOWLEDGES AND AGREES THAT UNDER NO CIRCUMSTANCES SHALL THE UNIVERSITY, ITS FACULTY, STAFF, STUDENTS, OR REGENTS BE LIABLE FOR ANY LOSS, COST, EXPENSE, OR DAMAGE TO RECIPIENT IN AN AMOUNT THAT COLLECTIVELY EXCEEDS THE ANNUAL MAINTENANCE FEE. END USER ACKNOWLEDGES AND AGREES THAT THE PROVIDER, ITS FACULTY, STAFF, STUDENTS, OR REGENTS SHALL NOT BE LIABLE TO END USER FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL DAMAGES OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF THE UNIVERSITY, ITS FACULTY, STAFF, STUDENTS, OR REGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RECIPIENT WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS PROVIDER, ITS FACULTY, STAFF, STUDENTS, OR REGENTS AGAINST ANY LOSS, DAMAGE, EXPENSE, OR COST, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING OUT OF ANY CLAIM, DEMAND, PROCEEDING OR LAWSUIT RELATED TO RECIPIENT’s UNAUTHORIZED USE OR MISUSE OF THE SOFTWARE. The PROVIDER agrees to hold harmless the RECIPIENT, its officers, agents, and employees from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), or damages to persons or property arising out of or in connection with or occurring during the course of this Maintenance Agreement where such liability is founded upon or grows out of the acts or omissions of the officers, employees, or agents of the PROVIDER of Wisconsin System while acting within the scope of their employment where protection is afforded by ss. 893.92 and ss. 895.46(1) Wisconsin Statutes.

Warranty and Remedies. The PROVIDER Seller warrants to Buyer that it the Goods sold hereunder will use reasonable efforts conform to perform the services applicable specifications. If the Goods fail to conform to generally accepted industry standardsthe applicable specifications, provided that: Seller will, at its option, replace such Goods, rework such Goods so that they conform to the applicable specifications (a) the SOFTWARE has not been modified, changedif practical), or altered by anyone other than the PROVIDER; (b) the operating environment, including both hardware and systems software, meets the PROVIDER’s recommended specifications; (c) the computer hardware is in good operational order and is installed in give a suitable operating environment; (d) RECIPIENT promptly notifies the PROVIDER of its need for service; (e) RECIPIENT provides adequate troubleshooting information and access so that the PROVIDER can identify and address problems; and (f) all fees due credit therefore equal to the PROVIDER have price paid by Xxxxx. Such replacement, rework or credit shall be Seller’s sole obligation and Xxxxx’s exclusive remedy hereunder for breach of this limited warranty, and shall be conditioned upon Seller receiving written notice of any alleged breach of this warranty within a reasonable time after discovery of such defect, but in no event later than 30 days from date of shipment. At Seller’s request, Xxxxx shall return to Seller any Goods for which a warranty claim has been paidmade, FOB seller’s plant with freight prepaid. THERE ARE NO THE FOREGOING WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES OF ANY KINDWHATSOEVER, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THIS MAINTENANCE AGREEMENT, AND THE SERVICES TO BE PROVIDED BY THE PROVIDER UNDER IT INCLUDING, INCLUDING BUT NOT LIMITED TO, ANY TO IMPLIED WARRANTIES OF MERCHANTABILITY OR AND FITNESS FOR A PARTICULAR PURPOSE. RECIPIENT’s sole and exclusive remedy and the PROVIDER’s only obligation under this warranty is to redo the Services until the SOFTWARE conforms to the most recent specifications stated in the documents listed in Supplement A. In the event that these services cannot be provided within a reasonable time after notification, RECIPIENT’s sole and exclusive remedy is to terminate this Maintenance Agreement upon written notice to the PROVIDER and to receive a refund of any fees paid for the period beginning on the date the problem requiring correction was reported to the PROVIDER. RECIPIENT ACKNOWLEDGES AND AGREES THAT UNDER NO CIRCUMSTANCES SHALL THE UNIVERSITY, ITS FACULTY, STAFF, STUDENTS, OR REGENTS BE LIABLE FOR ANY LOSS, COST, EXPENSE, OR DAMAGE TO RECIPIENT IN AN AMOUNT THAT COLLECTIVELY EXCEEDS THE ANNUAL MAINTENANCE FEE. END USER ACKNOWLEDGES AND AGREES THAT THE PROVIDER, ITS FACULTY, STAFF, STUDENTS, OR REGENTS SELLER SHALL NOT BE LIABLE TO END USER UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, INCIDENTAL, PUNITIVECONSEQUENTIAL, EXEMPLARY, SPECIAL, CONSEQUENTIAL DAMAGES SPECIAL OR SIMILAR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS PROFITS, LABOR COSTS OR LOST DATA DAMAGE TO EQUIPMENT, ARISING OUT FROM THE SALE OR USE OF THE USE OR INABILITY TO USE GOODS, FROM THE SOFTWARE EVEN IF THE UNIVERSITYGOODS BEING INCORPORATED INTO OTHER ARTICLES, ITS FACULTY, STAFF, STUDENTS, OR REGENTS HAVE BEEN ADVISED FROM ANY BREACH OF THE POSSIBILITY AGREEMENT OR FROM ANY OTHER CAUSE WHATSOEVER, WHETHER BASED ON WARRANTY (EXPRESSED OR IMPLIED) OR OTHERWISE BASED ON CONTRACT, TORT OR OTHER THEORY OF SUCH DAMAGES. RECIPIENT WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS PROVIDER, ITS FACULTY, STAFF, STUDENTS, OR REGENTS AGAINST ANY LOSS, DAMAGE, EXPENSE, OR COST, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING OUT OF ANY CLAIM, DEMAND, PROCEEDING OR LAWSUIT RELATED TO RECIPIENT’s UNAUTHORIZED USE OR MISUSE OF THE SOFTWARE. The PROVIDER agrees to hold harmless the RECIPIENT, its officers, agents, and employees from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), or damages to persons or property arising out of or in connection with or occurring during the course of this Maintenance Agreement where such liability is founded upon or grows out of the acts or omissions of the officers, employees, or agents of the PROVIDER of Wisconsin System while acting within the scope of their employment where protection is afforded by ss. 893.92 and ss. 895.46(1) Wisconsin StatutesLIABILITY.

Warranty and Remedies. The PROVIDER warrants that it will use reasonable efforts to perform the services to conform to generally accepted industry standards, provided that: (a) the SOFTWARE has not been modified, changed, or altered by anyone other than the PROVIDER; (b) the operating environment, including both hardware and systems software, meets the PROVIDER’s recommended specifications; (c) the computer hardware is in good operational order and is installed in a suitable operating environment; (d) RECIPIENT promptly notifies the PROVIDER of its need for service; (e) RECIPIENT provides adequate troubleshooting information and access so that the PROVIDER can identify and address problems; and (f) all fees due to the PROVIDER have been paid. THERE ARE NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THIS MAINTENANCE AGREEMENT, AND THE SERVICES TO BE PROVIDED BY THE PROVIDER UNDER IT INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. RECIPIENT’s sole and exclusive remedy and the PROVIDER’s only obligation under this warranty is to redo the Services until the SOFTWARE conforms to the most recent specifications stated in the documents listed in Supplement A. In the event that these services cannot be provided within a reasonable time after notification, RECIPIENT’s sole and exclusive remedy is to terminate this Maintenance Agreement upon written notice to the PROVIDER and to receive a refund of any fees paid for the period beginning on the date the problem requiring correction was reported to the PROVIDER. RECIPIENT ACKNOWLEDGES AND AGREES THAT UNDER NO CIRCUMSTANCES SHALL THE UNIVERSITY, ITS FACULTY, STAFF, STUDENTS, OR REGENTS BE LIABLE FOR ANY LOSS, COST, EXPENSE, OR DAMAGE TO RECIPIENT IN AN AMOUNT THAT COLLECTIVELY EXCEEDS THE ANNUAL MAINTENANCE FEE. END USER ACKNOWLEDGES AND AGREES THAT THE PROVIDER, ITS FACULTY, STAFF, STUDENTS, OR REGENTS SHALL NOT BE LIABLE TO END USER FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL DAMAGES OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF THE UNIVERSITY, ITS FACULTY, STAFF, STUDENTS, OR REGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RECIPIENT WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS PROVIDER, ITS FACULTY, STAFF, STUDENTS, OR REGENTS AGAINST ANY LOSS, DAMAGE, EXPENSE, OR COST, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING OUT OF ANY CLAIM, DEMAND, PROCEEDING OR LAWSUIT RELATED TO RECIPIENT’s UNAUTHORIZED USE OR MISUSE OF THE SOFTWARE. The PROVIDER agrees to defend, indemnify and hold harmless the RECIPIENT, its officers, agents, and employees from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), or damages to persons or property arising out of or in connection with or occurring during the course of this Maintenance Agreement where such liability is founded upon or grows out of the acts or omissions of the officers, employees, or agents of the PROVIDER of Wisconsin System while acting within the scope of their employment where protection is afforded by ss. 893.92 and ss. 895.46(1) Wisconsin Statutes.

Warranty and Remedies. 7.1 Seller warrants to Buyer that for a period of twelve (12) months from the date from which the Equipment is delivered to a common carrier at Seller’s plant (“Warranty Period”) the Equipment shall be free from defects in material and workmanship and shall operate as set forth in the applicable Seller document. The PROVIDER warrants warranty (i) applies only if the Equipment is used according to Seller’s instructions and (ii) covers neither electronic components the normal wear and tear of the Equipment nor the damages or accidents resulting from inadequate storage prior to installation, failure to follow installation, operation and maintenance instructions, unauthorized movement, modification, or alteration of the Equipment, accident, abuse, misuse, or the negligent acts of persons not under the reasonable control of Seller, power failure or surges, lightning and other acts of God, or Buyer’s use of components, parts, peripherals, attachments, accessories and/or perishable tooling not approved by Seller. 7.2 During the Warranty Period, in the event that it Buyer alleges the existence of defects in material or workmanship in any of the Equipment, then Buyer shall, as a condition precedent to Seller’s obligations hereunder, promptly, but in no event more than ten (10) days after discovery of the alleged defect, give Seller written notice thereof and permit Seller reasonable access to the Equipment for inspection and testing purposes. In the event that Seller confirms that defects in any of the Equipment covered by the foregoing warranty have existed within the Warranty Period, then Seller will use reasonable efforts remedy such defects in one of the following ways to perform the services to conform to generally accepted industry standards, provided thatbe selected by Seller in its sole and absolute discretion: (ai) repair of the SOFTWARE has not been modifieddefects, changedat Seller’s sole cost and expense for parts (ii) replacement of the defective Equipment or components thereof or replacement parts therefor; or (iii) refund to Buyer of the purchase price of the defective Equipment, components thereof or altered by anyone other than the PROVIDER; replacement parts therefor. 7.3 NOTWITHSTANDING ANY PROVISION OF THESE TERMS OR OTHERWISE, THE WARRANTY CONTAINED IN THIS S ECTION 7, AS LIMITED HEREIN, IS THE ONLY WARRANTY EXTENDED BY SELLER (bOR BY ANY PARENT, AFFILIATE, SUPPLIER OR AGENT OF SELLER) the operating environmentIN CONNECTION WITH ANY SALE OR SERVICE OF EQUIPMENT, including both hardware and systems softwareAND IS IN LIEU OF ALL OTHER WARRANTIES, meets the PROVIDER’s recommended specifications; (c) the computer hardware is in good operational order and is installed in a suitable operating environment; (d) RECIPIENT promptly notifies the PROVIDER of its need for service; (e) RECIPIENT provides adequate troubleshooting information and access so that the PROVIDER can identify and address problems; and (f) all fees due to the PROVIDER have been paid. THERE ARE NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE AND ANY AFFIRMATIONS OF FACT OR QUALITY NOT EXPRESSLY CONTAINED HEREIN. BUYER HEREBY DISCLAIMS ANY STATUS AS, OR RIGHTS BASED UPON BEING, A THIRD PARTY BENEFICIARY OF ANY WARRANTY OF ANY PARENT, AFFILIATE, SUPPLIER OR AGENT OF SELLER OR AN INDIRECT SELLER OR SUPPLIER TO SELLER OR BUYER. BUYER HEREBY DISCLAIMS ANY RELIANCE OR INDUCEMENT BASED UPON ANY BROCHURES, LITERATURE, WEB SITE OR INTERNET REFERENCES OR INFORMATION, OR OTHER WRITTEN OR ORAL STATEMENTS WITH RESPECT TO THIS MAINTENANCE AGREEMENTTHE EQUIPMENT, EXCEPT TO THE EXTENT SUCH STATEMENTS ARE EXPRESSLY SET FORTH HEREIN AND EXPRESSLY AGREED TO BY SELLER’S WRITTEN ACKNOWLEDGEMENT THAT THE SERVICES SAME ARE DEEMED INCLUDED HEREIN FOR THE EXPRESS BENEFIT OF BUYER. ABSENT SUCH EXPRESS WRITTEN ACKNOWLEDGEMENT BY SELLER, BUYER AGREES THAT IT SHALL NOT ASSERT (AND BUYER HEREBY AGREES TO BE PROVIDED WAIVE) ANY CLAIMS, BY THE PROVIDER UNDER IT REASON OF CONTRACT, TORT, STATUTE OR OTHERWISE AGAINST SELLER OR ANY PARENT, AFFILIATE, SUPPLIER OR AGENT OF SELLER BASED UPON ANY SUCH BROCHURES, LITERATURE, WEB SITE OR INTERNET REFERENCES OR INFORMATION, OR OTHER WRITTEN OR ORAL STATEMENTS. IF BUYER DESIRES TO ASSERT A CLAIM OR FILE ANY LEGAL ACTION FOR BREACH OF WARRANTY, OR FOR ANY OTHER BASIS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY CLAIM BASED UPON CONTRACT, TORT OR FITNESS FOR A PARTICULAR PURPOSE. RECIPIENT’s sole and exclusive remedy and the PROVIDER’s only obligation under this warranty is to redo the Services until the SOFTWARE conforms to the most recent specifications stated in the documents listed in Supplement A. In the event that these services cannot be provided within a reasonable time after notification, RECIPIENT’s sole and exclusive remedy is to terminate this Maintenance Agreement upon written notice to the PROVIDER and to receive a refund of any fees paid for the period beginning on the date the problem requiring correction was reported to the PROVIDER. RECIPIENT ACKNOWLEDGES AND AGREES THAT UNDER NO CIRCUMSTANCES SHALL THE UNIVERSITY, ITS FACULTY, STAFF, STUDENTS, OR REGENTS BE LIABLE FOR ANY LOSS, COST, EXPENSE, OR DAMAGE TO RECIPIENT IN AN AMOUNT THAT COLLECTIVELY EXCEEDS THE ANNUAL MAINTENANCE FEE. END USER ACKNOWLEDGES AND AGREES THAT THE PROVIDER, ITS FACULTY, STAFF, STUDENTS, OR REGENTS SHALL NOT BE LIABLE TO END USER FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL DAMAGES OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF THE UNIVERSITY, ITS FACULTY, STAFF, STUDENTS, OR REGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RECIPIENT WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS PROVIDER, ITS FACULTY, STAFF, STUDENTS, OR REGENTS AGAINST ANY LOSS, DAMAGE, EXPENSE, OR COST, INCLUDING REASONABLE ATTORNEYS’ FEESSTATUTE, ARISING OUT OF ANY CLAIM, DEMAND, PROCEEDING OR LAWSUIT RELATED TO RECIPIENT’s UNAUTHORIZED USE THESE TERMS, THE EQUIPMENT, SPARE PARTS, REPAIRS, OR MISUSE SERVICES PROVIDED BY OR ON BEHALF OF SELLER OR ANY PARENT, AFFILIATE, SUPPLIER OR AGENT OF SELLER, THE ACTION MUST BE COMMENCED NO LATER THAN ONE YEAR AFTER THE ACCRUAL OF THE SOFTWARECAUSE OF ACTION AND BUYER HEREBY AGREES THAT ANY SUCH ACTION NOT COMMENCED WITHIN SUCH ONE-YEAR PERIOD SHALL BE DEEMED TO HAVE BEEN IRREVOCABLY WAIVED BY BUYER. The PROVIDER agrees to hold harmless the RECIPIENTBUYER ACKNOWLEDGES THAT THIS PERIOD HAS BEEN ESTABLISHED, its officersAND HAS BEEN AGREED TO AS BEING REASONABLE, agentsBY MUTUAL AGREEMENT OF THE PARTIES. BUYER FURTHER ACKNOWLEDGES THAT NO EMPLOYEE OF SELLER OR THIRD PARTY IS AUTHORIZED TO VARY OR EXPAND THE FOREGOING WARRANTY, and employees from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), or damages to persons or property arising out of or in connection with or occurring during the course of this Maintenance Agreement where such liability is founded upon or grows out of the acts or omissions of the officers, employees, or agents of the PROVIDER of Wisconsin System while acting within the scope of their employment where protection is afforded by ss. 893.92 and ss. 895.46(1) Wisconsin StatutesUNLESS SUCH VARIANCE OR EXPANSION IS EXPRESSLY SET FORTH IN A DOCUMENT EXECUTED BY AN AUTHORIZED REPRESENTATIVE OF SELLER.

Warranty and Remedies. The PROVIDER warrants that it will use reasonable efforts to perform the services to conform to generally accepted industry standards, provided that: (a) the SOFTWARE has not been modified, changed, or altered by anyone other than the PROVIDER; (b) the operating environment, including both hardware and systems software, meets the PROVIDER’s recommended specifications; (c) the computer hardware is in good operational order and is installed in a suitable operating environment; (d) RECIPIENT promptly notifies the PROVIDER of its need for service; (e) RECIPIENT provides adequate troubleshooting information and access so that the PROVIDER can identify and address problems; and (f) all fees due to the PROVIDER have been paid. THERE ARE NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THIS MAINTENANCE AGREEMENT, AND THE SERVICES TO BE PROVIDED BY THE PROVIDER UNDER IT INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. RECIPIENT’s sole and exclusive remedy and the PROVIDER’s only obligation under this warranty is to redo the Services until the SOFTWARE conforms to the most recent specifications stated in the documents listed in Supplement A. In the event that these services cannot be provided within a reasonable time after notification, RECIPIENT’s sole and exclusive remedy is to terminate this Maintenance Agreement upon written notice to the PROVIDER and to receive a refund of any fees paid for the period beginning on the date the problem requiring correction was reported to the PROVIDER. RECIPIENT ACKNOWLEDGES AND AGREES THAT UNDER NO CIRCUMSTANCES SHALL THE UNIVERSITY, ITS FACULTY, STAFF, STUDENTS, OR REGENTS PROVIDER BE LIABLE FOR ANY LOSS, COST, EXPENSE, OR DAMAGE TO RECIPIENT IN AN AMOUNT THAT COLLECTIVELY EXCEEDS THE ANNUAL MAINTENANCE FEE. END USER ACKNOWLEDGES AND AGREES THAT THE PROVIDER, ITS FACULTY, STAFF, STUDENTS, OR REGENTS PROVIDER SHALL NOT BE LIABLE TO END USER FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL DAMAGES OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF THE UNIVERSITY, ITS FACULTY, STAFF, STUDENTS, OR REGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RECIPIENT SOFTWARE.RECIPIENT WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS PROVIDER, PROVIDER AND ITS FACULTY, STAFF, STUDENTS, OR REGENTS AGAINST LOCAL REPRESENTATIVES ANY LOSS, DAMAGE, EXPENSE, OR COST, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING OUT OF ANY CLAIM, DEMAND, PROCEEDING OR LAWSUIT RELATED TO RECIPIENT’s UNAUTHORIZED USE OR MISUSE OF THE SOFTWARE. The PROVIDER agrees to hold harmless the RECIPIENT, its officers, agents, and employees from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), or damages to persons or property arising out of or in connection with or occurring during the course of this Maintenance Agreement where such liability is founded upon or grows out of the acts or omissions of the officers, employees, or agents of the PROVIDER of Wisconsin System while acting within the scope of their employment where protection is afforded by ss. 893.92 and ss. 895.46(1) Wisconsin Statutes.

Warranty and Remedies. The PROVIDER 7.1. Magnolia warrants to Customer that it will use reasonable efforts to perform the services to conform to generally accepted industry standards, provided that: (a) the SOFTWARE has not been modified, changed, or altered by anyone other than Software will perform substantially as described in the PROVIDER; Documentation if used in connection with an updated Certified Stack and (b) the operating environment, including both hardware any Service provided under this Agreement will be performed with reasonable skill and systems software, meets the PROVIDER’s recommended specifications; (c) the computer hardware is in good operational order care and is installed in a suitable operating environment; (d) RECIPIENT promptly notifies professional manner consistent with normal industry practices. Non-substantial variations from the PROVIDER of its need for service; (e) RECIPIENT provides adequate troubleshooting information and access so Documentation remain reserved. Magnolia does not warrant that the PROVIDER can identify performance of the Software will be uninterrupted or error-free. Modified Versions and address problems; and (f) all fees due Pre-release Versions are excluded from the warranty according to this clause to the PROVIDER have been paidextent the non-conformity of the Software results from Customer’s or a third party’s modification of the Software or the use of a Pre-release Version. 7.2. THERE ARE NO OTHER If the Software does not perform or a Service was not rendered as stipulated in clause 7.1, subject to compulsory law, Customer’s sole and exclusive right and remedy shall be to (a) demand repair or replacement of the non-conforming Software or re-performance of the non-conforming Service in accordance with the Service Level Agreement or (b) terminate this Agreement, in the event of a material breach of Magnolia, pursuant to clause 15.2. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY SET FORTH ABOVE, MAGNOLIA MAKES NO, AND HEREBY DISCLAIMS ANY AND ALL OTHER, (a) REPRESENTATIONS AND WARRANTIES OF ANY KINDWITH RESPECT TO THE SERVICES AND THE SOFTWARE, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THIS MAINTENANCE AGREEMENTORAL OR WRITTEN, AND THE SERVICES TO BE PROVIDED BY THE PROVIDER UNDER IT INCLUDING, BUT NOT LIMITED TOWITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. RECIPIENT’s sole and exclusive remedy and the PROVIDER’s only obligation under this warranty is to redo the Services until the SOFTWARE conforms to the most recent specifications stated in the documents listed in Supplement A. In the event that these services cannot be provided within a reasonable time after notification, RECIPIENT’s sole and exclusive remedy is to terminate this Maintenance Agreement upon written notice to the PROVIDER and to receive a refund of any fees paid for the period beginning on the date the problem requiring correction was reported to the PROVIDER. RECIPIENT ACKNOWLEDGES PURPOSE AND AGREES THAT UNDER NO CIRCUMSTANCES SHALL THE UNIVERSITY, ITS FACULTY, STAFF, STUDENTSNON-INFRINGEMENT, OR REGENTS BE LIABLE FOR ANY LOSS(b) REMEDIES. 7.3. Under no circumstances, COSTMagnolia shall be obliged to remedy a defect and/or be liable in any form, EXPENSEif (i) the defect has not been reported in accordance with the Service Level Agreement, OR DAMAGE TO RECIPIENT IN AN AMOUNT THAT COLLECTIVELY EXCEEDS THE ANNUAL MAINTENANCE FEE. END USER ACKNOWLEDGES AND AGREES THAT THE PROVIDER, ITS FACULTY, STAFF, STUDENTS, OR REGENTS SHALL NOT BE LIABLE TO END USER FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL DAMAGES OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF THE UNIVERSITY, ITS FACULTY, STAFF, STUDENTS, OR REGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RECIPIENT WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS PROVIDER, ITS FACULTY, STAFF, STUDENTS, OR REGENTS AGAINST ANY LOSS, DAMAGE, EXPENSE, OR COST, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING OUT OF ANY CLAIM, DEMAND, PROCEEDING OR LAWSUIT RELATED TO RECIPIENT(ii) the defect is a result of Customer’s UNAUTHORIZED USE OR MISUSE OF THE SOFTWARE. The PROVIDER agrees to hold harmless or any third party’s modification of the RECIPIENT, its officers, agents, and employees from any and all liability, including claims, demands, losses, costs, damages, and expenses Software or of every kind and description (including death)the use of a Pre-release Version, or damages (iv) Magnolia is not able to persons or property arising out reproduce the defect using a standard version of or the Software operated in connection with or occurring during the course of this Maintenance Agreement where such liability is founded upon or grows out of the acts or omissions of the officers, employees, or agents of the PROVIDER of Wisconsin System while acting within the scope of their employment where protection is afforded by ss. 893.92 and ss. 895.46(1) Wisconsin Statutesan updated Certified Stack.

Warranty and Remedies. The PROVIDER 11.1 Reata warrants that it will use reasonable efforts to perform the services to conform to generally accepted industry standards, Goods provided that: under the Order: 11.1.1 Are free from defects in material and workmanship (a) but not design); and 11.1.2 Comply with the SOFTWARE has not been modified, changed, or altered by anyone other than Buyer’s Specifications as described in the PROVIDER; (b) the operating environment, including both hardware and systems software, meets the PROVIDEROrder. 11.2 These are Reata’s recommended specifications; (c) the computer hardware is in good operational order and is installed in a suitable operating environment; (d) RECIPIENT promptly notifies the PROVIDER of its need for service; (e) RECIPIENT provides adequate troubleshooting information and access so that the PROVIDER can identify and address problems; and (f) all fees due SOLE WARRANTIES with respect to the PROVIDER have been paidGoods provided under the Order. THERE ARE REATA MAKES NO OTHER WARRANTIES WARRANTY OF ANY KINDKIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, IMPLIED WITH RESPECT REGARD TO THIS MAINTENANCE AGREEMENT, AND THE SERVICES TO BE GOODS PROVIDED BY THE PROVIDER UNDER IT INCLUDING, BUT NOT LIMITED TO, HEREUNDER. REATA EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 11.3 Reata’s warranties shall commence upon the delivery of the Goods and shall continue thereafter until the earlier of: 11.3.1 The introduction of the Goods into any assembly process or other process whereby the Goods are integrated into a separate product; 11.3.2 When the Goods are shipped to Buyer’s customer; or 11.3.3 Thirty (30) days after acceptance of the Goods. 11.4 These warranties do not cover damage to Goods caused by abuse, misuse, accident or neglect of Buyer or its agents. 11.5 If Specifications are not met, Reata will, at its option, repair or replace the Goods or refund the purchase price by crediting Buyer’s account. RECIPIENTReata’s sole exercise of one of these options shall not prejudice its exercise of other options in other circumstances. 11.6 Goods may not be returned to Reata without first obtaining a Returned Material Authorization Number (“RMA). The return to Reata of any nonconforming Goods and delivery of any corrected or replaced Goods shall be at Reata’s expense unless, after inspection by Reata, Reata determines, at its discretion, that the returned Goods are conforming to Buyer’s Specifications. 11.7 Buyer shall retain title to returned Goods until Reata verifies the Goods do not meet Specifications. 11.8 The purpose of the express exclusive remedy warranty and the PROVIDER’s only obligation under this warranty remedies is to redo the Services until the SOFTWARE conforms to the most recent specifications stated in the documents listed in Supplement A. In the event that these services canprovide Buyer with replacement, exchange or refund for defective Goods. The exclusive remedies will not be provided within a reasonable time after notificationdeemed to have failed of their essential purpose as long as Reata is willing and able to replace, RECIPIENT’s sole and exclusive remedy is to terminate this Maintenance Agreement upon written notice to the PROVIDER and to receive a exchange, or refund of any fees paid for the period beginning on the date the problem requiring correction was reported to the PROVIDER. RECIPIENT ACKNOWLEDGES AND AGREES THAT UNDER such defective Goods. 11.9 IN NO CIRCUMSTANCES EVENT SHALL THE UNIVERSITY, ITS FACULTY, STAFF, STUDENTS, OR REGENTS REATA BE LIABLE FOR ANY LOSS, COST, EXPENSE, OR DAMAGE TO RECIPIENT IN AN AMOUNT THAT COLLECTIVELY EXCEEDS THE ANNUAL MAINTENANCE FEE. END USER ACKNOWLEDGES AND AGREES THAT THE PROVIDER, ITS FACULTY, STAFF, STUDENTS, OR REGENTS SHALL NOT BE LIABLE TO END USER FOR ANY INDIRECT, INCIDENTAL, PUNITIVECONSEQUENTIAL, EXEMPLARY, SPECIAL, CONSEQUENTIAL DAMAGES SPECIAL OR SIMILAR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF THE UNIVERSITY, ITS FACULTY, STAFF, STUDENTS, OR REGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RECIPIENT WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS PROVIDER, ITS FACULTY, STAFF, STUDENTS, OR REGENTS AGAINST ANY LOSS, DAMAGE, EXPENSE, OR COST, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING OUT OF ANY CLAIM, DEMAND, PROCEEDING OR LAWSUIT RELATED TO RECIPIENT’s UNAUTHORIZED USE OR MISUSE OF THE SOFTWARE. The PROVIDER agrees to hold harmless the RECIPIENT, its officers, agents, and employees from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), or damages to persons or property arising out of or in connection with or occurring during the course of this Maintenance Agreement where such liability is founded upon or grows out of the acts or omissions of the officers, employees, or agents of the PROVIDER of Wisconsin System while acting within the scope of their employment where protection is afforded by ss. 893.92 and ss. 895.46(1) Wisconsin Statutes.

Warranty and Remedies. The PROVIDER VENDOR warrants that it will use reasonable efforts to perform the services to conform to generally accepted industry standards, provided that: (a) the SOFTWARE has not been modified, changed, or altered by anyone other than the PROVIDERVENDOR; (b) the operating environment, including both hardware and systems software, meets the PROVIDERVENDOR’s recommended specifications; (c) the computer hardware is in good operational order and is installed in a suitable operating environment; (d) RECIPIENT CLIENT promptly notifies the PROVIDER VENDOR of its need for service; (e) RECIPIENT CLIENT provides adequate troubleshooting information and access so that the PROVIDER VENDOR can identify and address problems; and (f) all fees due to the PROVIDER VENDOR have been paid. THERE ARE NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THIS MAINTENANCE AGREEMENT, AND THE SERVICES TO BE PROVIDED BY THE PROVIDER VENDOR UNDER IT INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. RECIPIENT’s CLIENT's sole and exclusive remedy and the PROVIDER’s VENDOR's only obligation under this warranty is to redo the Services until the SOFTWARE conforms to the most recent specifications stated in the documents listed in Supplement A. In the event that these services cannot be provided within a reasonable time after notification, RECIPIENT’s CLIENT's sole and exclusive remedy is to terminate this Maintenance Agreement upon written notice to the PROVIDER VENDOR and to receive a refund of any fees paid for the period beginning on the date the problem requiring correction was reported to the PROVIDERVENDOR. RECIPIENT CLIENT ACKNOWLEDGES AND AGREES THAT UNDER NO CIRCUMSTANCES SHALL THE UNIVERSITYINFOSYS INC, ITS FACULTY, STAFF, STUDENTS, STAFF OR REGENTS CONSULTANTS BE LIABLE FOR ANY LOSS, COST, EXPENSE, OR DAMAGE TO RECIPIENT CLIENT IN AN AMOUNT THAT COLLECTIVELY EXCEEDS THE ANNUAL MAINTENANCE FEE. END USER CLIENT ACKNOWLEDGES AND AGREES THAT THE PROVIDERVENDOR, ITS FACULTY, STAFF, STUDENTS, STAFF OR REGENTS CONSULTANTS SHALL NOT BE LIABLE TO END USER FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL DAMAGES OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF THE UNIVERSITY, INFOSYS INC ITS FACULTY, STAFF, STUDENTS, STAFF OR REGENTS CONSULTANTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RECIPIENT CLIENT WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS PROVIDERTHE VENDOR, ITS FACULTY, STAFF, STUDENTS, STAFF OR REGENTS CONSULTANTS AGAINST ANY LOSS, DAMAGE, EXPENSE, OR COST, INCLUDING REASONABLE ATTORNEYS’ ' FEES, ARISING OUT OF ANY CLAIM, DEMAND, PROCEEDING OR LAWSUIT RELATED TO RECIPIENT’s CLIENT's UNAUTHORIZED USE OR MISUSE OF THE SOFTWARE. The PROVIDER VENDOR agrees to defend, indemnify and hold harmless the RECIPIENTCLIENT, its officers, agents, and employees from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), or damages to persons or property arising out of or in connection with or occurring during the course of this Maintenance Agreement where such liability is founded upon or grows out of the acts or omissions of the officers, employees, or agents of the PROVIDER VENDOR of Wisconsin System Pharmacy Controller while acting within the scope of their employment where protection is afforded by ss. 893.92 and ss. 895.46(1) Wisconsin Statutesthe labour laws of the Barbados Constitution.