Common use of Warranty Disclaimer of Warranties Clause in Contracts

Warranty Disclaimer of Warranties. DIGIOP warrants that during the applicable Order Term the Services will substantially conform to any electronic documentation for the Services made available to Customer by DIGIOP. Customer will provide prompt written notice of any non-conformity. DIGIOP may modify the documentation in its sole discretion, provided the functionality of the Services will not be materially decreased during the Order Term. The foregoing warranty does not apply to: (a) Services that have been modified by any party other than DIGIOP; or (b) Services that have been used in a manner other than as authorized under the Agreement and in the applicable documentation. As Customer's sole and exclusive remedy and DIGIOP's entire liability for any breach of the foregoing warranty in this Section 9, DIGIOP will (i) use reasonable efforts to fix, provide a work around, or otherwise repair or replace the Services, as applicable, or if DIGIOP is unable to do so, (ii) terminate the license to use such component of the Services and return any prepaid and unused Subscription Price paid to DIGIOP for such allegedly defective Services, as applicable, for the period commencing from Customer's notice of nonconformity through the remainder of the Initial Term or Renewal Term, as applicable. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS SECTION 9 ABOVE, DIGIOP MAKES NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGING DISCLAIMER, DIGIOP DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL MEET ANY PARTICULAR CUSTOMER REQUIREMENTS, THAT THE SERVICES WILL REMAIN COMPATIBLE WITH ANY EQUIPMENT, THAT THE OPERATION OF THE DIGIOP SERVICES WILL BE UNINTERRUPTED OR ERROR- FREE; THAT ALL ERRORS WILL BE CORRECTED; OR THAT THE SERVICES WILL IDENTIFY ALL QUESTIONABLE, IRREGULAR OR UNAUTHORIZED INCIDENTS, TRANSACTIONS OR OTHER CIRCUMSTANCES. NO DEALER, DISTRIBUTOR, RESELLER, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THE WARRANTIES IN THIS AGREEMENT.

Warranty Disclaimer of Warranties. DIGIOP 7.1. Each party represents and warrants that during the applicable Order Term the Services will substantially conform to any electronic documentation for the Services made available to Customer by DIGIOP. Customer will provide prompt written notice of any non-conformity. DIGIOP may modify the documentation in its sole discretion, provided the functionality of the Services will not be materially decreased during the Order Term. The foregoing warranty does not apply tothat: (a) Services that have been modified by any party other than DIGIOP; or (b) Services that have been used in a manner other than as authorized under the Agreement and in the applicable documentation. As Customer's sole and exclusive remedy and DIGIOP's entire liability for any breach of the foregoing warranty in this Section 9, DIGIOP will (i) use reasonable efforts it is duly organized under applicable law and has sufficient authority to fix, provide a work around, or otherwise repair or replace the Services, as applicable, or if DIGIOP is unable to do so, enter into these Terms; (ii) terminate it shall comply with applicable federal, state, local, or other laws and regulations applicable to the license performance by it of its obligations under these Terms and shall obtain all applicable permits, consents and licenses required of it in connection with its obligations under these Terms. WhiteSource further represents and warrants that its Platform does not, to use such component its actual knowledge, infringe the intellectual property rights of the Services and return any prepaid and unused Subscription Price paid to DIGIOP for such allegedly defective Services, as applicable, for the period commencing from Customer's notice of nonconformity through the remainder of the Initial Term or Renewal Term, as applicablethird party. 7.2. EXCEPT FOR THE EXPRESS WARRANTY AS EXPRESSLY SET FORTH IN THIS SECTION 9 ABOVEHEREIN, DIGIOP MAKES NO OTHER WARRANTIESYOUR USE OF AND RELIANCE ON THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WHITESOURCE AND ITS AFFILIATES, SUPPLIERS AND PARTNERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY THE IMPLIED WARRANTIES OF NON-INFRINGEMENTTITLE, MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND NON- INFRINGEMENT AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGING DISCLAIMERWHITESOURCE AND ITS AFFILIATES, DIGIOP DOES NOT REPRESENT OR WARRANT LICENSORS AND PARTNERS MAKE NO WARRANTY THAT (I) THE SERVICES OR ANY PRODUCTS PURCHASED THROUGH THE PLATFORM WILL MEET ANY PARTICULAR CUSTOMER YOUR REQUIREMENTS, THAT ; (II) THE SERVICES WILL REMAIN COMPATIBLE WITH ANY EQUIPMENT, THAT THE OPERATION OF THE DIGIOP SERVICES PLATFORM WILL BE UNINTERRUPTED OR ERROR- ERROR-FREE; (III) THAT ALL ERRORS THERE WILL BE CORRECTEDNO ERRORS IN THE PLATFORM OR THAT WHITESOURCE WILL FIX ANY ERRORS; (IV) THE PLATFORM WILL BE ABLE TO FIND AND MONITOR ALL VULNERABILITIES IN YOUR CODE OR IN ALL DEPENDENCIES (INCLUDING ALL OPEN SOURCE DEPENDENCIES) INCLUDED OR USED IN YOUR APPLICATION OR THAT ANY VULNERABILITIES IDENTIFIED BY THE PLATFORM ARE TRUE AND ACCURATE; OR (V) WE HAVE THE ABILITY TO FIX ALL VULNERABILITIES DISCOVERED USING THE PLATFORM. WHITESOURCE WILL NOT BE LIABLE OR RESPONSIBLE FOR: (A) ANY TECHNICAL PROBLEMS OF THE INTERNET (INCLUDING WITHOUT LIMITATION SLOW INTERNET CONNECTIONS OR OUTAGES); AND/OR (B) ANY ISSUE THAT IS ATTRIBUTABLE TO YOUR HARDWARE OR SOFTWARE OR YOUR INTERNET OR DATA SERVICE PROVIDER. ANY MATERIALS OBTAINED THROUGH USE OF THE PLATFORM ARE OBTAINED AT YOUR OWN DISCRETION AND RISK AND WHITESOURCE SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOUR COMPUTER OR DATA RESULTING FROM USE OF THE PLATFORM OR ANY CONTENT OBTAINED FROM THE PLATFORM OR IN CONNECTION WITH YOUR IMPLEMENTATION OF ANY REMEDIATION STEPS SUGGESTED BY US, INCLUDING THROUGH THE PLATFORM. YOU FURTHER ACKNOWLEDGE THAT WHITESOURCE DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, REPORTS, INFORMATION, OR RESULTS THAT YOU OBTAIN THROUGH USE OF OUR PLATFORM (“COLLECTIVELY, “REPORTS”), OR THAT THE SERVICES REPORTS ARE COMPLETE OR ERROR-FREE. THE REPORTS DO NOT CONSTITUTE LEGAL OR ANY OTHER PROFESSIONAL ADVICE AND WE DO NO NOT GUARANTEE IT IS A COMPLETE SOURCE OF ALL VULNERABILITIES AND LICENSE ISSUES FOR ALL DEPENDENCIES OR THAT IT IS RELEVANT OR SUITED TO ALL THE DEPENDENCIES INCLUDED OR USED BY YOUR APPLICATION, AND YOU UNDERSTAND THAT ANY DETERMINATION REGARDING THE SUBJECT MATTER OF ANY REPORT AND/OR ANY SOFTWARE COMPONENT THAT YOU USE OR ARE CONSIDERING TO USE SHALL BE MADE IN YOUR SOLE DISCRETION. YOU FURTHER ACKNOWLEDGE THAT THE SUGGESTIONS MADE BY US IN RELATION TO FIXES (WHETHER FOR UPDATES, PATCHES OR MONITORING SERVICES) ARE NOT INTENDED TO AMOUNT TO ADVICE ON WHICH YOU SHOULD SOLELY RELY. WE WILL NOT BE LIABLE TO YOU FOR OUR FAILURE TO FIND, FIX AND MONITOR LICENSING ISSUES OR VULNERABILITIES IN YOUR CODE OR IN THE DEPENDENCIES OR FOR INCORRECTLY IDENTIFY ALL QUESTIONABLE, IRREGULAR OR UNAUTHORIZED INCIDENTS, TRANSACTIONS OR OTHER CIRCUMSTANCES. NO DEALER, DISTRIBUTOR, RESELLER, AGENTTHE SAME, OR EMPLOYEE IS AUTHORIZED FOR ANY DAMAGE OR LOSS SUFFERED AS A RESULT OF A FIX DEPLOYED. THIS SECTION APPLIES WHETHER OR NOT THE SERVICES PROVIDED TO MAKE ANY MODIFICATIONSYOU UNDER THE PLATFORM ARE FREE OF CHARGE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, EXTENSIONSSO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS, OR ADDITIONS TO THE WARRANTIES IN THIS AGREEMENTWHICH VARY AMONG JURISDICTIONS.

Warranty Disclaimer of Warranties. DIGIOP Humanscale warrants that during the applicable Order Term the Services Web Application will substantially conform to any electronic documentation for the Services made available to Customer by DIGIOP. Customer will provide prompt written notice of any non-conformity. DIGIOP may modify the documentation in its sole discretion, be provided the functionality of the Services will not be materially decreased during the Order Term. The foregoing warranty does not apply to: (a) Services that have been modified by any party other than DIGIOP; or (b) Services that have been used in a manner other than as authorized under reasonably designed for the Agreement secure maintenance and in the applicable documentation. As Customer's sole and exclusive remedy and DIGIOP's entire liability for any breach processing of the foregoing warranty in this Section 9Web Application. OTHER THAN THE FOREGOING, DIGIOP will THE WEB APPLICATION AND THE SERIVCES AREPROVIDED "AS IS". WITHOUT WARRANTY OF ANY KIND. HUMANSCALE MAKES NO WARRANTY THE WEB APPLICATION AND THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR AVAILABLE AT ALL TIMES, NOR DOES HUMANSCALE WARRANT THE COMPATIBILITY OR OPERATION OF THE WEB APPLICATION WITH ALL HARDWARE AND WEB APPLICATION CONFIGURATIONS. CLIENT ACKNOWLEDGES AND AGREES THAT TECHNICAL PROBLEMS MAY PREVENT HUMANSCALE FROM PROVIDING ALL OR PART OF THE WEB APPLICATION SERVICES. IN NO EVENT SHALL HUMANSCALE BE LIABLE HEREUNDER TO CLIENT OR ANY THIRD PARTY FOR ANY DAMAGES OR LOSS RESULTING FROM TECHNICAL PROBLEMS (i) use reasonable efforts to fixAS DEFINED IN SECTION 4). Without limiting the foregoing, provide a work around, or otherwise repair or replace the Services, as applicable, or if DIGIOP is unable to do so, (ii) terminate the license to use such component Client acknowledges that features of the Services Web Application designed to restrict access to or use of Authorized User information cannot prevent manual copying of displayed information and return any prepaid and unused Subscription Price paid to DIGIOP for such allegedly defective Services, as applicable, for the period commencing from Customer's notice maynot prevent electronic or digital capture of nonconformity through the remainder of the Initial Term or Renewal Term, as applicabledocument contents by Authorized Users. EXCEPT FOR THE EXPRESS WARRANTY AS SET FORTH IN THIS SECTION 9 ABOVE9, DIGIOP HUMANSCALE MAKES AND CLIENT RECEIVES NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED. HUMANSCALE DISCLAIMS, REGARDING TO THE SERVICESFULLEST EXTENT PERMITTED BY LAW, INCLUDING, BUT NOT LIMITED TO, ANY ALL IMPLIED WARRANTIES OF NON-INFRINGEMENTMERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND NONINFRINGEMENT WITH RESPECT TO THE SUBJECT MATTER HEREOF. WITHOUT LIMITING THE GENERALITY OF THE FOREGING DISCLAIMER, DIGIOP DOES CLIENT HEREBY ACKNOWLEDGES THAT IT HAS NOT REPRESENT OR WARRANT THAT THE SERVICES WILL MEET RELIED ON ANY PARTICULAR CUSTOMER REQUIREMENTS, THAT THE SERVICES WILL REMAIN COMPATIBLE WITH ANY EQUIPMENT, THAT THE OPERATION OF THE DIGIOP SERVICES WILL BE UNINTERRUPTED OR ERROR- FREE; THAT ALL ERRORS WILL BE CORRECTED; OR THAT THE SERVICES WILL IDENTIFY ALL QUESTIONABLE, IRREGULAR OR UNAUTHORIZED INCIDENTS, TRANSACTIONS OR OTHER CIRCUMSTANCES. NO DEALER, DISTRIBUTOR, RESELLER, AGENTWARRANTY, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THE WARRANTIES REPRESENTATION BY HUMANSCALE OTHER THAN THOSE CONTAINED IN THIS AGREEMENT.

Warranty Disclaimer of Warranties. DIGIOP 7.1. Each party represents and warrants that during the applicable Order Term the Services will substantially conform to any electronic documentation for the Services made available to Customer by DIGIOP. Customer will provide prompt written notice of any non-conformity. DIGIOP may modify the documentation in its sole discretion, provided the functionality of the Services will not be materially decreased during the Order Term. The foregoing warranty does not apply tothat: (a) Services that have been modified by any party other than DIGIOP; or (b) Services that have been used in a manner other than as authorized under the Agreement and in the applicable documentation. As Customer's sole and exclusive remedy and DIGIOP's entire liability for any breach of the foregoing warranty in this Section 9, DIGIOP will (i) use reasonable efforts it is duly organized under applicable law and has sufficient authority to fix, provide a work around, or otherwise repair or replace the Services, as applicable, or if DIGIOP is unable to do so, enter into these Terms; (ii) terminate it shall comply with applicable federal, state, local, or other laws and regulations applicable to the license performance by it of its obligations under these Terms and shall obtain all applicable permits, consents, and licenses required of it in connection with its obligations under these Terms. Mend further represents and warrants that its Platform does not, to use such component its actual knowledge, infringe the intellectual property rights of the Services and return any prepaid and unused Subscription Price paid to DIGIOP for such allegedly defective Services, as applicable, for the period commencing from Customer's notice of nonconformity through the remainder of the Initial Term or Renewal Term, as applicablethird party. 7.2. EXCEPT FOR THE EXPRESS WARRANTY AS EXPRESSLY SET FORTH IN THIS SECTION 9 ABOVEHEREIN, DIGIOP MAKES NO OTHER WARRANTIESYOUR USE OF AND RELIANCE ON THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MEND AND ITS AFFILIATES, SUPPLIERS, AND PARTNERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY THE IMPLIED WARRANTIES OF NON-INFRINGEMENTTITLE, MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND NON- INFRINGEMENT AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGING DISCLAIMERMEND AND ITS AFFILIATES, DIGIOP DOES NOT REPRESENT OR WARRANT LICENSORS AND PARTNERS MAKE NO WARRANTY THAT (I) THE SERVICES OR ANY PRODUCTS PURCHASED THROUGH THE PLATFORM WILL MEET ANY PARTICULAR CUSTOMER YOUR REQUIREMENTS, THAT ; (II) THE SERVICES WILL REMAIN COMPATIBLE WITH ANY EQUIPMENT, THAT THE OPERATION OF THE DIGIOP SERVICES PLATFORM WILL BE UNINTERRUPTED OR ERROR- ERROR-FREE; (III) THAT ALL ERRORS THERE WILL BE CORRECTEDNO ERRORS IN THE PLATFORM OR THAT MEND WILL FIX ANY ERRORS; (IV) THE PLATFORM WILL BE ABLE TO FIND AND MONITOR ALL VULNERABILITIES IN YOUR CODE OR IN ALL DEPENDENCIES (INCLUDING ALL OPEN SOURCE DEPENDENCIES) INCLUDED OR USED IN YOUR APPLICATION OR THAT ANY VULNERABILITIES IDENTIFIED BY THE PLATFORM ARE TRUE AND ACCURATE; OR (V) WE HAVE THE ABILITY TO FIX ALL VULNERABILITIES DISCOVERED USING THE PLATFORM. MEND WILL NOT BE LIABLE OR RESPONSIBLE FOR: (A) ANY TECHNICAL PROBLEMS OF THE INTERNET (INCLUDING WITHOUT LIMITATION SLOW INTERNET CONNECTIONS OR OUTAGES); AND/OR (B) ANY ISSUE THAT IS ATTRIBUTABLE TO YOUR HARDWARE OR SOFTWARE OR YOUR INTERNET OR DATA SERVICE PROVIDER. ANY MATERIALS OBTAINED THROUGH THE USE OF THE PLATFORM ARE OBTAINED AT YOUR OWN DISCRETION AND RISK AND MEND SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOUR COMPUTER OR DATA RESULTING FROM THE USE OF THE PLATFORM OR ANY CONTENT OBTAINED FROM THE PLATFORM OR IN CONNECTION WITH YOUR IMPLEMENTATION OF ANY REMEDIATION STEPS SUGGESTED BY US, INCLUDING THROUGH THE PLATFORM. YOU FURTHER ACKNOWLEDGE THAT MEND DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, REPORTS, INFORMATION, OR RESULTS THAT YOU OBTAIN THROUGH THE USE OF OUR PLATFORM (“COLLECTIVELY, “REPORTS”), OR THAT THE SERVICES WILL IDENTIFY REPORTS ARE COMPLETE OR ERROR-FREE. THE REPORTS DO NOT CONSTITUTE LEGAL OR ANY OTHER PROFESSIONAL ADVICE AND WE DO NO NOT GUARANTEE IT IS A COMPLETE SOURCE OF ALL QUESTIONABLEVULNERABILITIES AND LICENSE ISSUES FOR ALL DEPENDENCIES OR THAT IT IS RELEVANT OR SUITED TO ALL THE DEPENDENCIES INCLUDED OR USED BY YOUR APPLICATION, IRREGULAR AND YOU UNDERSTAND THAT ANY DETERMINATION REGARDING THE SUBJECT MATTER OF ANY REPORT AND/OR UNAUTHORIZED INCIDENTSANY SOFTWARE COMPONENT THAT YOU USE OR ARE CONSIDERING TO USE SHALL BE MADE IN YOUR SOLE DISCRETION. YOU FURTHER ACKNOWLEDGE THAT THE SUGGESTIONS MADE BY US IN RELATION TO FIXES (WHETHER FOR UPDATES, TRANSACTIONS OR OTHER CIRCUMSTANCES. NO DEALER, DISTRIBUTOR, RESELLER, AGENTPATCHES, OR EMPLOYEE IS AUTHORIZED MONITORING SERVICES) ARE NOT INTENDED TO MAKE ANY MODIFICATIONSAMOUNT TO ADVICE ON WHICH YOU SHOULD SOLELY RELY. WE WILL NOT BE LIABLE TO YOU FOR OUR FAILURE TO FIND, EXTENSIONSFIX AND MONITOR LICENSING ISSUES OR VULNERABILITIES IN YOUR CODE OR IN THE DEPENDENCIES OR FOR INCORRECTLY IDENTIFYING THE SAME, OR ADDITIONS FOR ANY DAMAGE OR LOSS SUFFERED AS A RESULT OF A FIX DEPLOYED. THIS SECTION APPLIES WHETHER OR NOT THE SERVICES PROVIDED TO YOU UNDER THE WARRANTIES IN THIS AGREEMENTPLATFORM ARE FREE OF CHARGE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS, WHICH VARY AMONG JURISDICTIONS.