Limited Warranty and Limitation of Liability. A. EBSCO and its licensors disclaim all warranties, express or implied, including, but not limited to, warranties of merchantability, noninfringement, or fitness for a particular purpose. Neither EBSCO nor its licensors assume or authorize any other person to assume for EBSCO or its licensors any other liability in connection with the licensing of the Databases or the Services under this Agreement and/or its use thereof by the Licensee and Sites or Authorized Users.
B. THE MAXIMUM LIABILITY OF EBSCO AND ITS LICENSORS, IF ANY, UNDER THIS AGREEMENT, OR ARISING OUT OF ANY CLAIM RELATED TO THE PRODUCTS, FOR DIRECT DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES RECEIVED BY EBSCO FROM LICENSEE HEREUNDER UP TO THE TIME THE CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY OCCURRED. IN NO EVENT SHALL EBSCO OR ITS LICENSORS BE LIABLE TO LICENSEE OR ANY AUTHORIZED USER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES RELATED TO THE USE OF THE DATABASES OR SERVICES OR TO THESE TERMS AND CONDITIONS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
C. Licensee is responsible for maintaining a valid license to the third party resources configured to be used via the Services (if applicable). EBSCO disclaims any responsibility or liability for a Licensee accessing the third party resources without proper authorization.
D. EBSCO is not responsible if the third party resources accessible via the Services fail to operate properly or if the third party resources accessible via the Services cause issues for the Licensee. While EBSCO will make best efforts to help troubleshoot problems, Licensee acknowledges that certain aspects of functionality may be dependent on third party resource providers who may need to be contacted directly for resolution.
Limited Warranty and Limitation of Liability a. FirstMile warrants that it shall perform the Services (i) in accordance with the terms and subject to the conditions set out herein, (ii) using personnel of commercially reasonable skill, experience, and qualifications, and (iii) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
b. FirstMile’s sole and exclusive liability and Customer’s sole and exclusive remedy for breach of this warranty shall be as follows:
(i) FirstMile shall use reasonable commercial efforts to promptly cure any such breach; provided, that if FirstMile cannot cure such breach within a reasonable time (but no more than 30 days) after Customer’s written notice of such breach, Customer may, at its option, terminate the Agreement.
c. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS,” AND FIRSTMILE MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 11(a), BELOW. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.
d. FirstMile’s liability is strictly limited to direct loss and damage to a Package, limited to the amounts as described in the FirstMile Claims Policy, and only to Packages that comply with the required specifications as described in this Agreement.
e. IN NO EVENT SHALL FIRSTMILE BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT FIRSTMILE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
f. IN NO EVENT SHALL FIRSTMILE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNT PAID OR PAYABLE TO FIRSTMILE PURSUANT TO THIS AGREEMENT IN THE SIX-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Limited Warranty and Limitation of Liability. A. EBSCO disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, noninfringement, or fitness for a particular purpose. EBSCO neither assumes nor authorizes any other person to assume for EBSCO any other liability in connection with the licensing of the Database(s) under this Agreement and/or its use thereof by the Licensee and Sites or Authorized Users.
B. THE MAXIMUM LIABILITY OF EBSCO AND ITS LICENSORS, IF ANY, UNDER THIS AGREEMENT, OR ARISING OUT OF ANY CLAIM RELATED TO THE PRODUCTS, FOR DIRECT DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES RECEIVED BY EBSCO FROM LICENSEE HEREUNDER UP TO THE TIME THE CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY OCCURRED. IN NO EVENT SHALL EBSCO OR ITS LICENSORS BE LIABLE TO LICENSEE OR ANY AUTHORIZED USER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES RELATED TO THE USE OF THE DATABASES OR SERVICES OR TO THESE TERMS AND CONDITIONS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Limited Warranty and Limitation of Liability. The Company rules concerning liability and warranties (including without limitation Rule 11.7 of the applicable Rulebook(s), and any successor rules thereto) are incorporated herein by reference and apply with the same force and effect as if they were reproduced in their entirety in this Agreement. Those Company rules set out the entire liability of Company to Participant. All other liability of Company under or in connection with this Agreement is excluded, except to the extent that it is not permitted to be excluded by Applicable Law.
Limited Warranty and Limitation of Liability. (a) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8, TEAM MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND TEAM EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES, CONDITIONS OR OTHER TERMS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CORRESPONDENCE TO DESCRIPTION OR NON- INFRINGEMENT. TEAM EXPRESSLY DENIES ANY REPRESENTATION, WARRANTY, CONDITION OR OTHER TERM ABOUT THE ACCURACY OR CONDITION OF DATA OR THAT THE SERVICES, HARDWARE OR SOFTWARE OR RELATED SYSTEMS WILL OPERATE UNINTERRUPTED OR ERROR-FREE.
(b) TEAM SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR , LOST DATA OR LOST PROFITS, COST OF CAPITAL, COST OF COVER, OR SERVICE INTERRUPTIONS, FROM THE USE OF OR INABILITY TO USE THE HARDWARE, SOFTWARE OR THE SERVICES, IRRESPECTIVE OF WHETHER SUCH DAMAGES CONSTITUTE DIRECT OR INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES AND REGARDLESS OF WHETHER THE DAMAGES WERE FORESEEABLE OR WHETHER A PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THESE EXCLUSIONS SHALL APPLY EVEN IN THE EVENT OF A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
(c) THE TOTAL LIABILITY OF TEAM FOR ANY REASON, SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO TEAM BY CLIENT UNDER THE ORDER APPLICABLE TO THE EVENT GIVING RISE TO SUCH ACTION DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THE LIMITS ON LIABILITY IN THIS SECTION SHALL APPLY IN ALL CASES INCLUDING IF THE APPLICABLE CLAIM ARISES OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT PRODUCT LIABILITY, AND EVEN IF THE PARTY HAS BEEN ADVISED THAT SUCH DAMAGES ARE POSSIBLE OR FORESEEABLE. THE LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE LIMITATIONS SPECIFIED IN THIS SECTION 13 SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(d) Nothing in this Agreement limits any liability for: (i) death or personal injury caused by a Party’s negligence; (ii) gross negligence, willful misconduct, fraud or fraudulent misrepresentation; or (iii) any liability which cannot be excluded by applicable law.
Limited Warranty and Limitation of Liability. 5.1 Service Provider warrants that it shall perform the Services:
(a) In accordance with the terms and subject to the conditions set out in this Agreement. qualifications.
(b) Using personnel of industry standard skill, experience, and
(c) In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
5.2 Service Provider’s sole and exclusive liability and Customer’s sole and exclusive remedy for breach of this warranty shall be as follows:
(a) Service Provider shall use reasonable commercial efforts to promptly cure any such breach; provided, that if Service Provider fails to cure such breach within thirty (30) days following written notice from Customer, or if a cure is not reasonably possible within such thirty (30) day period, if Service Provider fails to commence to cure within thirty (30) days following written notice from Customer and to continue such cure diligently to completion, Customer may, at its option, terminate the Agreement upon written notice to Service Provider.
(b) The foregoing remedy shall not be available unless Customer provides written notice of such breach within thirty (30) days after delivery of such Service or Deliverable to Customer.
5.3 SERVICE PROVIDER MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 5.1 ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.
Limited Warranty and Limitation of Liability. (a) Beezy warrants that it will perform the Professional Services:
(i) in accordance with the terms and subject to the conditions set forth in the respective Accepted Proposal and this Agreement;
(ii) using personnel of commercially reasonable skill, experience, and qualifications; and
(iii) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar Professional Services.
(b) Xxxxx’s sole and exclusive liability and Customer’s sole and exclusive remedy for breach of this warranty will be as follows:
(i) Beezy will use commercially reasonable efforts to promptly re-perform the affected Professional Services; provided, that if Beezy cannot successfully re-perform such Professional Services within a reasonable time (but no more than 60 days) after Customer’s written notice of such breach, Customer may, at its option, terminate the portion of the Agreement relating to Professional Services by serving written notice of termination in accordance with Section 8(b).
(ii) In the event the portion of the Agreement relating to Professional Services is terminated pursuant to Section 5(b)(i) above, Beezy will within 30 days after the effective date of termination, refund to Customer any fees paid by the Customer as of the date of termination for the Professional Services not yet performed or Deliverables (as defined in Section 6 below) not yet provided.
(iii) The foregoing remedy will not be available unless Customer provides written notice of such breach within 30 days after delivery of such Professional Services or Deliverables to Customer.
(c) XXXXX MAKES NO WARRANTIES EXCEPT FOR THAT PROVIDED IN SECTION 5(a), ABOVE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.
Limited Warranty and Limitation of Liability. 5.1 Service Provider warrants that it shall perform the Services:
(a) In accordance with the terms and subject to the conditions set out in the respective Statement of Work and this Agreement.
(b) In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
5.2 Except as set forth in Section 5.3 below, Service Provider's sole and exclusive liability and Customer's sole and exclusive remedy for breach under this agreement shall be as follows:
(a) Service Provider shall use reasonable commercial efforts to promptly cure any such breach after receiving written notice of such breach from Customer and upon verification to Customer in writing of its agreement that such breach has in fact occurred; provided, that if Service Provider cannot cure such breach within a reasonable time (not more than 60 days) after Service Provider's written verification of such breach, Customer may, at its option, terminate the Agreement by serving written notice of termination after receipt of Service Provider’s written notification that it has failed to cure such breach.
(b) In the event the Agreement is terminated pursuant to Section 5.2(a) above, Service Provider shall within 60 days after the effective date of termination, refund to Customer any fees paid by the Customer as of the date of termination for the Service or Deliverables (as defined in Section 6 below), less a deduction equal to the fees for receipt or use of such Deliverables or Service up to and including the date of termination by the Customer on a prorated basis.
(c) The foregoing remedy shall not be available unless Customer provides written notice of such breach within 10 days after delivery of such Service or Deliverable to Customer.
Limited Warranty and Limitation of Liability. (a) Limited Warranty and Customer Remedies. Software FX warrants to the person or entity that first purchases a license for use of the Software pursuant to the terms of this Software License Agreement that (i) the Software will perform substantially in accordance with any accompanying Documentation for a period of ninety (90) days from the date of receipt. Some states and jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you. To the extent allowed by applicable law, implied warranties on the Software, if any, are limited to ninety (90) days. Software FX's and its suppliers' entire liability and your exclusive remedy shall be, at Software FX's option, either (i) return of the price paid, if any, or (ii) repair or replacement of the Software that does not meet Software FX's Limited Warranty and which is returned to Software FX with a copy of your receipt. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use, Trojan horse, virus, or any other malicious external code. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. This limited warranty does not apply to Evaluation and/or Pre-release Software. (b) No Other Warranties and Disclaimer. THE FOREGOING LIMITED WARRANTY AND REMEDIES STATE THE SOLE AND EXCLUSIVE REMEDIES FOR SOFTWARE FX OR ITS SUPPLIER'S BREACH OF WARRANTY. SOFTWARE FX AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, SOFTWARE FX AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOFTWARE FX AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, INFORMATIONAL CONTENT OR ACCURACY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARR...
Limited Warranty and Limitation of Liability. 7.1 Sagent warrants that the Software will perform in substantial accordance with the Documentation for a period of one (1) year from the Effective Date. If during this time period the Software does not perform as warranted, Sagent shall undertake to correct the Software, or if correction of the Software is reasonably not possible, replace such Software free of charge. If neither of the foregoing is commercially practicable, Sagent shall terminate this Agreement and refund to Customer the License Fee. In addition, Sagent warrants that the media on which the Software is distributed will be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the Effective Date. Sagent will replace any defective media returned to Sagent within the 90-day period. The foregoing are Customer's sole and exclusive remedies for breach of warranty. The warranty set forth above is made to and for the benefit of Customer only. The warranty will apply only if:
(a) the Software has been properly installed and used at all times and in accordance with the instructions for Use; and
(b) no modification, alteration or addition has been made to the Software by persons other than Sagent or Sagent's authorized representative (except pursuant to the authorized Use of the Sagent Tools specified in Schedule A); and
(c) Customer has not requested modifications, alterations or additions
7.2 Except as set forth above, Sagent makes no warranties, whether express, implied, or statutory regarding or relating to the Software or the Documentation, or any materials or services furnished or provided to Customer under this Agreement, including Maintenance and Support. Sagent specifically disclaims all implied warranties of merchantability and fitness for a particular purpose with respect to the Software, Documentation, and said other materials and services, and with respect to the use of any of the foregoing. In addition, Sagent disclaims any warranty with respect to, and will not be liable or otherwise responsible for, the operation of the Software if programs are made through the use of non-Sagent software that change, or are able to change, the data model of the Software.
7.3 In no event will Sagent be liable for any loss of profits, loss of use, business interruption, loss of data, cost of cover or indirect, special, incidental or consequential damages of any kind in connection with or arising out of the furnishing, performance or use of the Software or s...
