Warranties: Disclaimers and Exceptions

Table of Contents:

• Warranty Exceptions

• Warranty Disclaimers

Warranties: Disclaimers and Exceptions

Warranty Exceptions:

Supplier warranties are not unlimited, and as demonstrated in the following exemplars, any protection afforded by such warranties may be forfeited under certain circumstances, particularly where the defect or performance failure arises from the acts or omissions of the customer or user:

Exemplar C79D-1

The foregoing remedy shall not apply to Products that have been damaged while in the possession, custody, or control of Buyer or End Users.

Exemplar C79D-2

The foregoing warranty shall not apply to Equipment that has been (i) damaged by accident, act of God, shipment, improper installation, inadequate maintenance, abnormal physical or electrical stress, misuse or misapplication, or (ii) modified without Supplier’s express written acceptance of such modification for warranty purposes.

Exemplar C79D-3

The Warranty does not include services required or efforts to remedy, repair or replace Products as a result of: (i) accident or neglect; (ii) problems relating to or residing in other hardware, software or services with which the Products are used; (iii) installation of the Products not in accordance with Supplier's instructions or their specifications; (iv) use of the Products in an environment, in a manner or for a purpose for which they were not designed; and (v) installation, modification, alteration or repair of the Products by anyone other than Supplier or its authorized representatives.

Exemplar C79D-4

This warranty does not apply to any Product which has been misused (including static discharge, improper installation, repair, or accident), neglected, or modified without authorization, or is not capable of being tested by Supplier under its normal test conditions.

Warranty Disclaimers

As reflected in the following exemplars, a supplier may wish to expressly disclaim any non-enumerated or implied warranties:

Exemplar C79D-5

EXCEPT AS MAY BE OTHERWISE SET FORTH IN THIS AGREEMENT, THE PRECEDING IS SELLERS’ ONLY WARRANTY CONCERNING THE SERVICES AND ANY DELIVERABLE, AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE.

Exemplar C79D-6

EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

Exemplar C79D-7

EXCEPT AS MAY BE OTHERWISE SET FORTH IN THIS AGREEMENT, THE PRECEDING IS SELLERS’ ONLY ARRANTY CONCERNING THE SERVICES AND ANY DELIVERABLE, AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE.

Exemplar C79D-8

The foregoing warranties are provided in lieu of all warranties, express or implied, statutory or otherwise, including but not limited to any implied warranties of merchantability or fitness for a particular purpose, and warranties as to accuracy, completeness, or adequacy of information.

As a fall back where the customer requires a warranty of fitness for a particular purpose, the following exemplar qualifies such a warranty to the extent of the supplier’s knowledge:

Exemplar C79D-9

Supplier warrants that to the extent Supplier knows or has reason to know of the purpose for which the Goods are intended, the Goods will be fit and sufficient for their intended purpose.

Warranty disclaimers are particularly useful for beta or pilot programs where the product or solution is not ready for commercial prime time:

Exemplar C79D-10

SUPPLIER PROVIDES THE PILOT PROGRAM ON AN AS-IS BASIS WITHOUT A WARRANTY OF ANY KIND, AND YOUR USE OF THE PILOT PROGRAM, OR RELIANCE THEREON IS AT YOUR OWN RISK. FURTHER, YOU ACKNOWLEDGE AND UNDERSTAND THAT THE PILOT PROGRAM IS STILL IN DEVELOPMENT, MAY CONTAIN BUGS OR ERRORS, MAY BE FEATURE INCOMPLETE, MAY MATERIALLY CHANGE PRIOR TO A FULL COMMERCIAL LAUNCH, OR MAY NEVER BE RELEASED COMMERCIALLY. BILL.COM DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. BILL.COM MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO, AND SPECIFICALLY DISCLAIMS ANY WARRANTY AGAINST INFRINGEMENT WITH RESPECT TO THE PRODUCT DELIVERED IN CONNECTION HEREWITH.