Warranties Disclaimers a) Licensor represents and warrants that it has the right to grant to Licensee the rights granted hereunder.
b) Licensor represents and warrants that during the Warranty Period the Licensed Products will perform all material functions set out in the Documentation for such Licensed Products and otherwise operate in substantial accordance with such Documentation. If, during the Warranty Period the Licensed Products fail to comply with this warranty, Licensee must notify Licensor in writing of any alleged errors or non-conformities with the Licensed Products. Licensor will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such errors or non-conformities in accordance with the Support Guidelines. If Licensor is unable to timely correct such errors or non- conformities, Licensee may elect to terminate the license to such Licensed Products. If Licensee terminates the license to such Licensed Products during the Warranty Period in accordance with this Section, Licensee will, as its remedy, receive a refund of all fees previously paid for such Licensed Products.
c) LICENSOR DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE ERROR-FREE OR THAT LICENSOR WILL CORRECT ALL PRODUCT ERRORS INCLUDING THOSE DESIGNATED AS MEDIUM OR LOW SEVERITY LEVEL ISSUES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE LICENSED PRODUCTS ARE PROVIDED “AS IS” AND LICENSOR AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE.
d) LICENSOR WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE LICENSED PRODUCTS OR ACTS OF ABUSE OR MISUSE BY LICENSEE. IN ADDITION, LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS OR THE LOSS OR CORRUPTION OF LICENSEE'S DATA OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTS.
e) THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE OR DEVICE REQUIRING ENABLEMENT: (i) TO COMPLY WITH REQUIREMENTS OF REGULATORY AUTHORITIES; (ii) TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF A LICENSE IDENTIFIED IN AN ORDER OR ON A COMPUTER OTHER THAN THE CO...
Warranties Disclaimers. (a) MSCI represents and warrants that MSCI is the owner of rights granted to Licensee herein and that use of the Indexes as provided herein shall not infringe any trademark, service xxxx, copyright, other proprietary right, or contractual right of any person not a party to this Agreement.
(b) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in the prospectus and any contract(s) relating to the Funds and upon request to furnish a copy (copies) thereof to MSCI: This fund is not sponsored, endorsed, sold or promoted by MSCI or any affiliate of MSCI. Neither MSCI nor any other party makes any representation or warranty, express or implied, to the owners of this fund or any member of the public regarding the advisability of investing in funds generally or in this fund particularly or the ability of the [ ] index to track general stock market performance. MSCI is the licensor of certain trademarks, service marks and trade names of MSCI and of the [ ] index which is determined, composed and calculated by MSCI without regard to the issuer of this fund or this fund. MSCI has no obligation to take the needs of the issuer of this fund or the owners of this fund into consideration in determining, composing or calculating the [ ] index. MSCI is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of this fund to be issued or in the determination or calculation of the equation by which this fund is redeemable for cash. Neither MSCI nor any other party has any obligation or liability to owners of this fund in connection with the administration, marketing or trading of this fund. ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE’S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUNDS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR ...
Warranties Disclaimers. (a) The Licensor represents and warrants that (i) it owns and has the right to license the Marks licensed under this Agreement and (ii) the Marks do not infringe upon the rights of any third parties.
(b) EXCEPT FOR THE WARRANTIES AND REPRESENTATIONS DESCRIBED IN SECTION 6.6(a), LICENSOR DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SUBJECT MATTER HEREOF, OR ANY PART THEREOF, INCLUDING ANY AND ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER ANY LICENSEE KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE) WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING.
Warranties Disclaimers a) PBSI represents and warrants that it has the right to grant You the rights granted hereunder
b) PBSI represents and warrants to You that the Service will materially conform to the Documentation. PBSI does not warrant the operability or accuracy of any Client Data processed by PBSI.
c) PBSI DOES NOT WARRANT THAT THE SERVICE WILL OPERATE ERROR FREE OR THAT PBSI WILL CORRECT ALL ERRORS IN THE SERVICE. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS IS” AND PBSI AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, NONINFRINGEMENT, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE.
d) PBSI WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE SERVICE OR ACTS OF ABUSE OR MISUSE OF THE SERVICE BY YOU. IN ADDITION, PBSI WILL NOT BE LIABLE FOR ANY: (I) LOSS OR CORRUPTION OF CLIENT DATA USED IN THE SERVICE; OR (II) LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE SERVICE.
Warranties Disclaimers. (a) S&P represents and warrants that S&P has the right to grant the rights granted to Licensee herein and that the license granted herein shall not infringe any trademark, copyright or other proprietary right of any person not a party to this Agreement.
(b) S&P further warrants and represents to Licensee that the S&P Marks and the S&P 500 Index are the exclusive property of S&P, that S&P has and retains all proprietary rights therein (including, but not limited to trademarks and copyrights), that the S&P 500 Index and its compilation and composition and changes therein are in the control and discretion of S&P, and that the S&P 500 Index and S&P Marks do not infringe the rights of any third party.
(c) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in each prospectus or each Statement of Additional Information ("SAI") relating to the Product, provided the SAI is incorporated by reference into the prospectus and the prospectus contains disclosure regarding the S&P 500 Index that conforms to the notice in Subsection 7(b), including a cross reference to the SAI disclosure. Licensee shall furnish a copy of the prospectus and, if applicable, the SAI to S&P: The Product is not sponsored, endorsed, sold or promoted by Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc. ("S&P"). S&P makes no representation or warranty, express or implied, to the owners of the Product or any member of the public regarding the advisability of investing in securities generally or in the Product particularly or the ability of the S&P 500 Index to track general stock market performance. S&P's only relationship to the Licensee is the licensing of certain trademarks and trade names of S&P and of the S&P 500 Index which is determined, composed and calculated by S&P without regard to the Licensee or the Product. S&P has no obligation to take the needs of the Licensee or the owners of the Product into consideration in determining, composing or calculating the S&P 500 Index. S&P is not responsible for and has not participated in the determination of the prices and amount of the Product or the timing of the issuance or sale of the Product or in the determination or calculation of the equation by which the Product is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Product. S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETE...
Warranties Disclaimers. (A) THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND ON “AS AVAILABLE” BASIS. ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, ACCURACY OR COMPLETENESS, SATISFACTORY QUALITY, AND QUIET ENJOYMENT, OR OTHER WARRANTIES OR CONDITIONS ARISING BY STATUTE, OPERATION OR LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE ARE HEREBY DISCLAIMED. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER. ONPAGE DOES NOT WARRANT THAT THE USE OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREETHIS WARRANTY DISCLAIMER IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN CUSTOMER AND ONPAGE. ONPAGE WOULD NOT PROVIDE THE SOFTWARE OR SERVICES ABSENT SUCH DISCLAIMER. NO REPRESENTATIONS OR WARRANTIES ARE MADE BY ANY OF ONPAGE’S LICENSORS UNDER OR BY VIRTUE OF THIS AGREEMENT; (B) CUSTOMER ACKNOWLEDGES AND AGREES THAT ONPAGE AND ITS LICENSORS CANNOT TRANSMIT DATA VIA THE SOFTWARE IF THE CUSTOMER’S HANDHELD DEVICE IS UNREACHABLE (E.G. OUT OF CELLULAR COVERAGE, POWERED OFF, ETC.);
(C) CUSTOMER ACKNOWLEDGES AND AGREES THAT WIRELESS COMMUNICATIONS ARE, BY THEIR NATURE, NOT FAIL PROOF. ONPAGE DOES NOT REPRESENT OR WARRANT THAT THE USE OF THE SOFTWARE AND SERVICES IN MISSION-CRITICAL APPLICATIONS OR IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS, COMPLIES WITH LAWS, RULES, REGULATIONS AND PROCEDURES APPLICALBE TO THE USE OF CELLULAR SERVICES IN SUCH ENVIRONMENTS.
Warranties Disclaimers. (a) SNGI represents and warrants that SNGI has the right to grant the rights granted to Licensee herein.
(b) SNGI further warrants and represents to Licensee that the SNGI Marks and the S-Net Index(es) are the exclusive property of SNGI, that SNGI has and retains all proprietary rights therein (including, but not limited to trademarks, service marks, patents and copyrights), that the S-Net Index(es) and its compilation and composition and changes therein are in the control and discretion of SNGI, and that the S-Net Index(es) and SNGI Marks, and license thereof, do not infringe the rights of any third party.
(c) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in each prospectus, offering memorandum or other such offering document relating to the Product(s): "The Product(s) is not sponsored, endorsed, sold or promoted by S-Network Global Indexes, LLC, ("SNGI"). SNGI makes no representation or warranty, express or implied, to the owners of the Product(s) or any member of the public regarding the advisability of investing in securities generally or in the Product(s) particularly or the ability of the S-Net Index(es) to track the performance of the Macro trends targeted. SNGI's only relationship to the Licensee is the licensing of certain service marks and trade names of SNGI and of the S-Net Index(es) that is determined, composed and calculated by SNGI without regard to the Licensee or the Product(s). SNGI has no obligation to take the needs of the Licensee or the owners of the Product(s) into consideration in determining, composing or calculating the S-Net Index(es). SNGI is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Product(s) to be issued or in the determination or calculation of the equation by which the Product(s) is to be converted into cash. SNGI has no obligation or liability in connection with the administration, marketing or trading of the Product(s).
Warranties Disclaimers. 10.1. The Company shall provide the Service to you with reasonable skill and care in a professional manner. The Company shall provide technical support to you based on the support level designated in your proposal and confirmed purchase documentation. General descriptions of the various services may be published on the Company’s main website.
10.2. The availability of the Company Products and Services may be affected (and the Company shall not be liable in such cases unless directly caused by the Company) by: hardware or telecommunications failures; the effects of the failure or interruption of the Service by third parties; delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including without limitation the internet, other factors outside the Company’s reasonable control; your actions or omissions (including without limitation, breach of your obligations set out in this Agreement) or those of any third parties (including but not limited to breaks in the continuity of the electricity supply or of the telecommunications linked to the Company’s applicable server(s)); and interruptions to the Service resulting from any request by you.
10.3. If the Products and Services are unavailable or defective in any way then to the extent that such defect or unavailability is caused by a breach of this Agreement by the Company, the Company will at its expense, use reasonable endeavors to correct any such unavailability or defect promptly. Such correction is your sole and exclusive remedy for (a) the unavailability of the Products and Services, and (b) any breach of Section 10.1 above.
10.4. The Company warrants that it possesses all necessary authority and permissions to the Products and Services to grant the licenses to you as set out herein.
10.5. Each party warrants that: (a) it is duly organized and validly existing and authorized to do business in the jurisdictions where it operates; (b) it has the requisite power and authority to enter into this Agreement; and (c) entering and complying with its obligations under this Agreement does not violate any legal obligation by which such party is bound.
Warranties Disclaimers. (a) The Licensors represent and warrant that (i) they own and have the right to license the Software and the Marks licensed under this Agreement, (ii) the Software and the Marks do not infringe upon the rights of any third parties and (iii) the Software includes all software owned or licensed by Licensors that is necessary and sufficient to operate the Assets in the manner in which they are currently operated by the Licensors or their affiliates.
(b) EXCEPT FOR THE WARRANTIES AND REPRESENTATIONS DESCRIBED IN SECTION 5.8(a), LICENSORS DISCLAIM ANY AND ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SUBJECT MATTER HEREOF, OR ANY PART THEREOF, INCLUDING ANY AND ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER THE PARTY KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE) WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING. THE SOFTWARE AND DOCUMENTATION LICENSED HEREUNDER IS LICENSED "AS IS" AND LICENSEES AGREE THAT THE SOFTWARE MAY HAVE BUGS AND THAT INTERRUPTIONS IN ITS OPERATION MAY OCCUR.
Warranties Disclaimers. 6.1. State Street makes no representations or warranties with regard to information provided by any Third Party including market data vendors (collectively, “Third-Party Data”), including, but not limited to, any warranty as to the general accuracy, time accuracy, historical accuracy, completeness, integrity or any other aspect of the Third-Party Data or its content. State Street does not own the Third-Party Data, has not developed the Third-Party data, does not control any aspect of the content of the Third-Party Data, and has not, and will not, even if requested by the Client or any other person, make any inquiry into the accuracy of any such content.
6.2. State Street represents and warrants that it is the owner of and/or has the right to grant access to the Application and Analytics Reporting Services. Because of the nature of computer information technology, including but not limited to the use of the Internet, and the necessity of relying upon Third Party technology vendors, and data and pricing information obtained from Third Parties, the Application and the Analytics Reporting Services are provided “AS IS”. Without limiting the foregoing, State Street will not be liable for any delays in the transmission of data, or inaccuracies of, errors in, or omissions of, data, in each case, so provided by the Client or any other Third Party. The Client agrees, and shall cause each Authorized Designee to agree, that it shall be solely responsible for any decision made or action taken in reliance on the Results. Client may distribute the Results to Third Party investors in Client provided State Street shall not be liable to such investors for any loss, damages or costs incurred by them in connection with their use of the Results; and provided further that Client shall inform Third Party investors of the terms of Sections 5 and 6 set forth herein.
6.3. Any evaluation of any security or other instrument prepared by State Street (or any Third Party) as part of the Analytics Reporting Services is provided to the Client (and its Authorized Designees) “AS IS” and State Street (and any such Third Party) makes no representation or warranty as to the sequence, timeliness, accuracy or completeness of any such evaluation or the validity of any methodology used in preparing such evaluation, whether as a result of a software defect or otherwise. Client has approved all material assumptions, financial and mathematical models used in the Application prior to the first use of ...
