Representations Warranties Exclusive Remedies and Disclaimers. Mutual Indemnification
Representations Warranties Exclusive Remedies and Disclaimers. 9.1 Each party represents that:
9.1.1 it has validly entered into this Agreement (including any Order Forms) and has the legal power to do so; and
9.1.2 that the person entering into this Agreement (and any Order Forms) on its behalf has the power to bind that party and its Affiliates (as the case may be).
9.2 We warrant that (a) we will not materially decrease the overall security of the Sage Services during a subscription term, (b) the Sage Services will perform materially in accordance with the applicable Collateral,
(c) we will not materially decrease the functionality of the Sage Services during a subscription term, and (d) the Sage Services and Content will not introduce Malicious Code into your systems. For any breach of an above warranty, your exclusive remedies are those described in sections 12.3 and 12.5.
9.3 EXCEPT AS EXPRESSLY PROVIDED ELSEWHERE WITHIN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9.4 CONTENT IS PROVIDED “AS IS,” AND NO REPRESENTATIONS, CONDITIONS OR WARRANTIES ARE GIVEN IN RESPECT OF CONTENT.
Representations Warranties Exclusive Remedies and Disclaimers. Each party represents that it has (1) validly entered into this agreement and has the legal power to do so; and (2) is duly authorised to execute this agreement.
Representations Warranties Exclusive Remedies and Disclaimers. 9.1 Each Party represents that it has validly entered into this Agreement and has the legal power to do so.
9.2 The Supplier warrants during an applicable subscription term that (a) the Implementation Services will be performed with reasonable skill and care and (b) the Hosted Services will perform materially in accordance with the published Documentation for such Hosted Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in Clause 9.4 below. The undertaking in this Clause shall not apply to the extent of any non-conformance which is caused by use of the relevant Services contrary to the Supplier's instructions or modification or alteration of the relevant Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents.
9.3 Except as expressly provided herein, neither Party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each Party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law including that the Customer’s use of the Software, the Hosted Services, the Documentation or any result of the use thereof will be uninterrupted or error-free, meet customer’s requirements or expectations, operate without interruption, achieve any intended result, be compatible or with any software or systems or that Supplier will correct all Service errors. Supplier is not responsible for any issues related to the performance, operation or security of the Services that arise from Customer’s content including Customer Data or Third-Party Content or Services provided by third parties. Third-Party Content is provided “as is” and as available exclusive of any warranty whatsoever.
9.4 If the relevant Services do not conform with the foregoing warranty, the Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
9.5 Supplier is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communica...
Representations Warranties Exclusive Remedies and Disclaimers. 8.1. Representations 8.2. Warranty 8.3. Disclaimer 9.1. Indemnification by Us 9.2. Mutual Indemnity 9.3. Exclusive Remedy
Representations Warranties Exclusive Remedies and Disclaimers. E ch p ty ep h h ly h A h h p
Representations Warranties Exclusive Remedies and Disclaimers. Each party represents that it has validly entered into this Agreement and has the legal power to do so. CLD warrants that the Services will perform materially in accordance with the applicable descriptions and documentation of the Services at xxxxxxx.xxx. CLD warrants that it will not materially decrease the functionality of the Services during a subscription term. For any breach of an above warranty, Your exclusive remedies are those described in Section 12 of this Agreement.
Representations Warranties Exclusive Remedies and Disclaimers. Each party represents that it has validly entered into this Subscription Agreement and has the legal power to do so. We warrant that this Subscription Agreement accurately describes the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your data and we will not materially decrease the overall security of the Services during a Subscription Term. For any breach of an above warranty, your exclusive remedies are those described below (go to Termination). Except as expressly provided for herein, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty to the maximum extent permitted by applicable law. Each party disclaims all liability and indemnification obligations for any harm or damages caused by any third-party hosting providers.
Representations Warranties Exclusive Remedies and Disclaimers a. Snaps represents and warrants that: (i) it will perform all Services exercising due care and in a good, workmanlike, professional and conscientious manner, using Snaps personnel having the proper expertise, skills, training and professional education to render the Services; (ii) the Services will not infringe upon any copyright, trademark, trade secret, patent, right of publicity, right of privacy or any other proprietary right of any third party; (iii) it has full rights to grant to Customer licenses set forth in this Agreement; (iv) its performance of the Services do not and will not violate any applicable law, rule, or regulation, or any agreement, obligation or understanding (whether oral or written) to which Snaps is a party; and (v) it will not insert into the Services any time bombs, trojan horses, worms or other hidden devices that will, or whose intention is, to cause any software to cease to operate or to fail to operate in accordance with the Service documentation or specifications.
b. Customer represents and warrants that: (i) it has the authority to enter into this Agreement and any Order Forms attached hereto; (ii) it has the right to grant to Snaps licenses set forth in this Agreement (specifically in connection with Customer Data provided by Customer); and (iii) any Customer Data will not infringe upon any copyright, trademark, trade secret, patent, right of publicity, right of privacy or any other proprietary right of any third party.
c. TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, OR ITS SUPPLIERS, BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES OR COSTS DUE TO LOSS OF PROFITS, DATA, USE OR GOODWILL, PERSONAL OR PROPERTY DAMAGE RESULTING FROM OR IN CONNECTION WITH SNAPS PERFORMANCE HEREUNDER OR THE USE, MISUSE, OR INABILITY TO USE THE SERVICES HEREUNDER, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF SNAPS HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES. IN NO EVENT SHALL SNAPS BE LIABLE FOR PROCUREMENT COSTS OF SUBSTITUTE PRODUCTS OR SERVICES. THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT (OR ANY ORDER FORM) SHALL NOT EXCEED THE GREATER OF: (A) THE FEES PAID BY CUSTOMER TO SNAPS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; AND (B) ONE HUNDRED DOLLARS ($100.00). THE EXISTENCE OF ONE OR MORE CLAIMS UND...
Representations Warranties Exclusive Remedies and Disclaimers
