Common use of WARRANTY; WARRANTY DISCLAIMER Clause in Contracts

WARRANTY; WARRANTY DISCLAIMER. UNIVERSITY warrants that it has good ----------------------------- and marketable title to its interest in the inventions claimed under UNIVERSITY Patent Rights and Curved Field Reflectron Patent Rights with the exception of certain retained rights of the United States government. UNIVERSITY does not warrant the validity of any patents or that practice under such patents shall be free of infringement. EXCEPT AS EXPRESSLY SET FORTH IN THIS PARAGRAPH 2, LICENSEE, AFFILIATED COMPANIES AND SUBLICENSEES AGREE THAT THE PATENT RIGHTS ARE PROVIDED "AS IS", AND THAT UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE PERFORMANCE OF LICENSED PRODUCT(S) AND LICENSED SERVICES INCLUDING THEIR SAFETY, EFFECTIVENESS, OR COMMERCIAL VIABILITY. UNIVERSITY DISCLAIMS ALL WARRANTIES WITH REGARD TO PRODUCT(S) AND SERVICES LICENSED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY AND INVENTORS, FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, AND CONSEQUENTIAL DAMAGES, ATTORNEYS' AND EXPERTS' AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THE MANUFACTURE, USE, OR SALE OF THE PRODUCT(S) AND SERVICES LICENSED UNDER THIS AGREEMENT. LICENSEE, ITS AFFILIATES, AND ITS SUBLICENSEES ASSUME ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT AND SERVICE MANUFACTURED, USED OR SOLD BY LICENSEE, ITS SUBLICENSEES AND AFFILIATES WHICH IS A LICENSED PRODUCT OR LICENSED SERVICE AS DEFINED IN THIS AGREEMENT.

WARRANTY; WARRANTY DISCLAIMER. UNIVERSITY Revvity warrants that it has good ----------------------------- that: (i) the software as a service offering will substantially conform to the material features and marketable title to its interest functionality set forth in the inventions claimed under UNIVERSITY Patent Rights Documentation, and Curved Field Reflectron Patent Rights (ii) it shall perform all Professional Services in a professional, workmanlike manner in accordance with the exception of certain retained rights of the United States government. UNIVERSITY does not warrant the validity of any patents or that practice under such patents shall be free of infringementgenerally recognized industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS PARAGRAPH 2SECTION 14, LICENSEE, AFFILIATED COMPANIES THE SERVICE AND SUBLICENSEES AGREE THAT THE PATENT RIGHTS PROFESSIONAL SERVICES ARE PROVIDED "AS IS"," “AS AVAILABLE,” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. REVVITY DOES NOT WARRANT THAT THE SERVICE (A) WILL OPERATE ERROR- FREE OR UNINTERRUPTED (INCLUDING WITHOUT LIMITATION DUE TO NETWORK OUTAGES OR THIRD PARTY FAILURES AND/OR DELAYS) OR THAT REVVITY WILL CORRECT ALL SERVICE ERRORS; (B) WILL MEET CUSTOMER’S REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS, OR (C) WILL ACHIEVE ANY INTENDED RESULT; AND CUSTOMER AGREES THAT IT WILL MAKE NO CLAIM AGAINST REVVITY BASED ON USE OF THE SERVICE. CUSTOMER ACKNOWLEDGES THAT REVVITY DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT UNIVERSITY MAKES NO REPRESENTATION THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES FOR WHICH REVVITY IS NOT RESPONSIBLE OR WARRANTY WITH RESPECT LIABLE. REVVITY IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE OF LICENSED PRODUCT(S) AND LICENSED SERVICES INCLUDING THEIR SAFETYPERFORMANCE, EFFECTIVENESSOPERATION, OR COMMERCIAL VIABILITY. UNIVERSITY SECURITY OF THE SERVICE THAT ARISE FROM, AND DOES NOT MAKE ANY WARRANTIES REGARDING, CUSTOMER’S DATA OR THIRD-PARTY CONTENT AND HEREBY DISCLAIMS ALL LIABILITIES ARISING FROM OR RELATED TO THIRD PARTY CONTENT OR SERVICES (INCLUDING THIRD PARTY HOSTING PROVIDERS). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES WITH REGARD AND THEREFORE REVVITY’S LIABILITY IS LIMITED TO PRODUCT(S) AND SERVICES LICENSED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY AND INVENTORS, FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, AND CONSEQUENTIAL DAMAGES, ATTORNEYS' AND EXPERTS' AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THE MANUFACTURE, USE, OR SALE OF THE PRODUCT(S) AND SERVICES LICENSED UNDER THIS AGREEMENT. LICENSEE, ITS AFFILIATES, AND ITS SUBLICENSEES ASSUME ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED GREATEST EXTENT PERMITTED BY A PRODUCT AND SERVICE MANUFACTURED, USED OR SOLD BY LICENSEE, ITS SUBLICENSEES AND AFFILIATES WHICH IS A LICENSED PRODUCT OR LICENSED SERVICE AS DEFINED IN THIS AGREEMENTAPPLICABLE LAW.

WARRANTY; WARRANTY DISCLAIMER. UNIVERSITY PerkinElmer warrants that it has good ----------------------------- that: (i) the software as a service offering will substantially conform to the material features and marketable title to its interest functionality set forth in the inventions claimed under UNIVERSITY Patent Rights Documentation, and Curved Field Reflectron Patent Rights (ii) it shall perform all Professional Services in a professional, workmanlike manner in accordance with the exception of certain retained rights of the United States government. UNIVERSITY does not warrant the validity of any patents or that practice under such patents shall be free of infringementgenerally recognized industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS PARAGRAPH 2SECTION 14, LICENSEE, AFFILIATED COMPANIES THE SERVICE AND SUBLICENSEES AGREE THAT THE PATENT RIGHTS PROFESSIONAL SERVICES ARE PROVIDED "AS IS"," “AS AVAILABLE,” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PERKINELMER DOES NOT WARRANT THAT THE SERVICE (A) WILL OPERATE ERROR- FREE OR UNINTERRUPTED (INCLUDING WITHOUT LIMITATION DUE TO NETWORK OUTAGES OR THIRD PARTY FAILURES AND/OR DELAYS) OR THAT PERKINELMER WILL CORRECT ALL SERVICE ERRORS; (B) WILL MEET CUSTOMER’S REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS, OR (C) WILL ACHIEVE ANY INTENDED RESULT; AND CUSTOMER AGREES THAT IT WILL MAKE NO CLAIM AGAINST PERKINELMER BASED ON USE OF THE SERVICE. CUSTOMER ACKNOWLEDGES THAT PERKINELMER DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT UNIVERSITY MAKES NO REPRESENTATION THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES FOR WHICH PERKINELMER IS NOT RESPONSIBLE OR WARRANTY WITH RESPECT LIABLE. PERKINELMER IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE OF LICENSED PRODUCT(S) AND LICENSED SERVICES INCLUDING THEIR SAFETYPERFORMANCE, EFFECTIVENESSOPERATION, OR COMMERCIAL VIABILITY. UNIVERSITY SECURITY OF THE SERVICE THAT ARISE FROM, AND DOES NOT MAKE ANY WARRANTIES REGARDING, CUSTOMER’S DATA OR THIRD-PARTY CONTENT AND HEREBY DISCLAIMS ALL LIABILITIES ARISING FROM OR RELATED TO THIRD PARTY CONTENT OR SERVICES (INCLUDING THIRD PARTY HOSTING PROVIDERS). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES WITH REGARD AND THEREFORE PERKINELMER’S LIABILITY IS LIMITED TO PRODUCT(S) AND SERVICES LICENSED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY AND INVENTORS, FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, AND CONSEQUENTIAL DAMAGES, ATTORNEYS' AND EXPERTS' AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THE MANUFACTURE, USE, OR SALE OF THE PRODUCT(S) AND SERVICES LICENSED UNDER THIS AGREEMENT. LICENSEE, ITS AFFILIATES, AND ITS SUBLICENSEES ASSUME ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED GREATEST EXTENT PERMITTED BY A PRODUCT AND SERVICE MANUFACTURED, USED OR SOLD BY LICENSEE, ITS SUBLICENSEES AND AFFILIATES WHICH IS A LICENSED PRODUCT OR LICENSED SERVICE AS DEFINED IN THIS AGREEMENTAPPLICABLE LAW.

WARRANTY; WARRANTY DISCLAIMER. UNIVERSITY SlashNext warrants that it has good ----------------------------- (a) the Software and marketable title Service will operate in substantial conformity with the applicable Documentation during the Subscription Term, and (b) support and other services will be performed in a professional and workmanlike manner in accordance with industry standards and the agreed-to its interest specifications in the inventions claimed under UNIVERSITY Patent Rights Order Form. In the event of a breach of this warranty, SlashNext will use commercially reasonable efforts to correct the reported non-conformity, at no charge to Customer, or if SlashNext is unable to do so within a reasonable period not to exceed thirty (30) days, either party may terminate the applicable Order Form, and Curved Field Reflectron Patent Rights with Customer will receive a pro-rata refund of any unused fees that Customer has pre-paid for the exception of certain retained rights foregoing. The foregoing shall be Customer’s sole and exclusive remedy for any breach of the United States governmentwarranty set forth in this Section. UNIVERSITY does This warranty will not warrant apply: (i) unless Customer makes a claim in writing within thirty (30) days of the validity of any patents date on which Customer first notices the non-conformity, or that practice under such patents shall be free of infringement(ii) if the error was caused by misuse, unauthorized modifications, or applications, hardware, data or systems not provided by SlashNext. EXCEPT AS EXPRESSLY SET FORTH FOR ANY EXPRESS WARRANTIES PROVIDED IN THIS PARAGRAPH 2AGREEMENT, LICENSEE, AFFILIATED COMPANIES THE SERVICE AND SUBLICENSEES AGREE THAT THE PATENT RIGHTS SOFTWARE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, AND THAT UNIVERSITY MAKES NO REPRESENTATION WITHOUT WARRANTY OR WARRANTY WITH RESPECT CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE PERFORMANCE OF LICENSED PRODUCT(S) MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SLASHNEXT AND LICENSED SERVICES ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THEIR SAFETY, EFFECTIVENESS, OR COMMERCIAL VIABILITY. UNIVERSITY DISCLAIMS ALL WARRANTIES WITH REGARD TO PRODUCT(S) AND SERVICES LICENSED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TOTO THE IMPLIED WARRANTIES OF TITLE, ALL WARRANTIESUNINTERRUPTED USE, EXPRESS OR IMPLIEDMERCHANTABILITY, OF MERCHANTABILITY AND FITNESS FOR ANY A PARTICULAR PURPOSE. NOTWITHSTANDING , NONINFRINGEMENT AND ANY OTHER PROVISION OF THIS AGREEMENT, UNIVERSITY ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF UNIVERSITY AND INVENTORS, FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, AND CONSEQUENTIAL DAMAGES, ATTORNEYS' AND EXPERTS' AND COURT COSTS (EVEN IF UNIVERSITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), WARRANTIES ARISING OUT OF OR IN CONNECTION WITH THE MANUFACTURECOURSE OF DEALING, USEUSAGE, OR SALE OF THE PRODUCT(S) AND SERVICES LICENSED UNDER THIS AGREEMENT. LICENSEE, ITS AFFILIATES, AND ITS SUBLICENSEES ASSUME ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY A PRODUCT AND SERVICE MANUFACTURED, USED OR SOLD BY LICENSEE, ITS SUBLICENSEES AND AFFILIATES WHICH IS A LICENSED PRODUCT OR LICENSED SERVICE AS DEFINED IN THIS AGREEMENTTRADE.