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Warranties: Software

Commercial Contract

Table of Contents:


  • No Warranties

  • Authority

  • Good Title and/or Non-Infringement

  • No Virus or Harmful Code

  • Compliance with Specifications

  • Compliance with Law

Warranties: Software

No Warranties

In certain special circumstances, the parties may agree that licensed software is provided “as is” without warranty, for example where the software is provided without compensation to the licensor:

Exemplar C79B-1

THE LICENSED SOFTWARE IS PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, CONTRACTOR DISCLAIMS THE ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS, AND THE WARRANTY AGAINST INFRINGEMENT SPECIFIED IN THE UNIFORM COMMERCIAL CODE.

However, in most cases, the licensor is expected to provide certain basic warranties in relation to the licensed software. As illustrated in the following exemplars, special warranties apply to licensed software, including authority, good title and/or noninfringement, no virus or harmful code, conformity to performance specifications, compliance with applicable law, etc.:

Authority

Exemplar C79B-2

Licensor has the full corporate right, power and authority to enter into this Agreement and to grant Licensee the rights granted herein.

Exemplar C79B-3

Supplier represents and warrants that: (i) it has the right to enter into the Agreement; (ii) it has all necessary legal rights, title, consents and authority to disclose information (including Confidential Information and Personal Information) to the other in accordance with the Agreement; (iii) in using and making available (as appropriate) the Services, it will comply with all applicable laws, regulations and directives.

Good Title and/or Non-Infringement

Exemplar C79B-4

Licensor represents and warrants that the Licensed Software is free of all liens, claims, and encumbrances, and that Licensor has all the rights, titles, and interests necessary to grant the rights and licenses set forth herein to Licensee.

Exemplar C79B-5

Supplier represents and warrants that the Software is free of all liens, claims, and encumbrances, and that Supplier has all the rights, titles, and interests necessary to grant the rights and licenses set forth herein to you.

Exemplar C79B-6

Licensor warrants that the Product is free of all liens, claims, and encumbrances and that Licensor has all the rights, titles, and interest necessary to grant the rights and licenses herein to Customer.

Exemplar C79B-7

Licensor represents and warrants that the Licensor APIs, Licensor Service, Licensor Marks and Licensor Data are not subject to any third party encumbrances, royalties, restrictions or requirements. Licensor further represents and warrants that the use of the Licensor Service, Licensor APIs, Licensor Data and Licensor Marks in accordance with this agreement will not violate the Intellectual Property Rights, other proprietary or privacy rights, or contractual, regulatory or statutory rights of any third party, and will not violate any law or regulation or other governmental, administrative or legal requirement, and Licensor has and will continue to have all licenses, permissions, approvals, documentation, agreements and certifications required to provide such materials and services to Licensee and users of Licensee Products in accordance with this Agreement.

Exemplar C79B-8

Supplier represents that (i) the Information has been collected and compiled in accordance with applicable local, state, federal and international laws, rules or regulations; and (ii) to Supplier’s knowledge, the Information and Software, when used in accordance with the Agreement, do not violate any existing third-party Intellectual Property Rights in the Territories, as at the effective date of the applicable Order.

No Virus or Harmful Code

Exemplar C79B-9

Supplier represents and warrants that it has taken commercially reasonable efforts (i.e., scanning with current versions of antivirus software) to determine that the Software provided hereunder does not contain or will not contain any Unauthorized Code. In the event Supplier discovers or is notified of any such Unauthorized Code in the Software, Supplier shall promptly remove such Unauthorized Code in the Software. “Unauthorized Code” means any virus, trojan horse, worm, or any other software routines or hardware components designed to permit unauthorized access to disable, erase, or otherwise harm software, hardware, or data.

Exemplar C79B-10

Licensor represents and warrants that the Licensed Software does not contain any encoded or embedded “time out,” “trap door,” “time bomb,” or other code designed to disable or impair operation of the Licensed Software in any way. Licensor further represents and warrants that the Licensed Software and the media or file transmissions delivered by Licensor to Licensee by any means will be free from computer viruses and any other invasive program code.

Exemplar C79B-11

Licensor represents and warrants that the Licensor APIs, Licensor Service and Licensor Data will not contain or deliver any viruses, trojan horses, time bombs, back doors, spyware or other malicious code which could damage, destroy, or alter software, firmware or hardware, or could reveal any data or other information accessed through or processed by a Licensee Product without the end user's consent.

Exemplar C79B-12

Supplier represents and warrants that the Software does not contain any encoded or embedded “time out,” “trap door,” “time bomb,” or other code designed to disable or impair operation of the Software in any way.

Exemplar C79B-13

No Deliverable delivered by Contractor pursuant to this Agreement shall at the time of delivery contain any back door, time bomb, drop dead device, virus, Trojan horse, worm, or other software routines or hardware components designed to (1) permit unauthorized access, (2) disable, erase, or otherwise harm software, hardware, or data, (3) disable a computer program automatically with the passage of time, or (4) perform any other similar malicious actions.

In the following exemplar, the Licensor warrants the absence of any “copyleft” code (e.g., GPL, LGPL, etc.) that may be subject to problematic third-party licensing terms:

Exemplar C79B-14

Licensor represents and warrants that the Licensor APIs, Licensor Service and Licensor Data will not contain any code, data or other materials that are subject to a license (including but not limited to the GPL, LGPL or ODbL) that could impose (i) obligations on Licensee to distribute or disclose any source code or data or permit reverse engineering or replacement of portions of Licensee Products, (ii) that would require Licensee to license patent rights to any party, or (iii) that would impose any other obligation on License not set forth in this Agreement.

Exemplar C79B-15

Licensor represents and warrants that the Licensed Software does not include any Open Source Software. For the purpose of this representation and warranty, the term Open Source Software shall mean any technology from the open source community, including without limitation, any software that requires, as a condition of use, modification and/or distribution of such software, that other software incorporated into, derived from or distributed with such software be: (a) disclosed or distributed in source code form; (b) licensed for the purpose of making derivative works; or (c) redistributable at no charge.

Compliance with Specifications

In the following exemplars, the licensor warrants that the software will, for a specified warranty period, perform in accordance with applicable specifications:

Exemplar C79B-16

Licensor represents and warrants that for a period of one hundred eighty (180) days from the initial delivery of the Licensed Software to Customer, (a) the Licensed Software will operate in accordance with written specifications, and (b) the media on which the Licensed Software is provided will be free of defects in materials and workmanship under normal use. Except as otherwise provided herein, the Licensed Software is provided AS IS.

Exemplar C79B-17

Supplier represents and warrants that the Software will perform all material functions and features as set forth in the Documentation.

Exemplar C79B-18

Licensor represents and warrants that the will operate in accordance with written specifications a period of one hundred eighty (180) days from the initial delivery of the Software to You.

Exemplar C79B-19

Except in the case of an Evaluation License, Supplier warrants for a period of one hundred eighty (180) days from the beginning of the applicable Software Services Term that the Platform will operate in accordance with Supplier’s then current Documentation for such Platform.

Exemplar C79B-20

Licensor represents and warrants that the Licensor Service, Licensor APIs and Licensor Data will conform with the applicable description and specifications set forth in Exhibits A and B and with any documentation provided by Licensor hereunder.

Compliance with Law

In the following exemplar, the licensor warrants compliance with certain export restrictions applicable to software:

Exemplar C79B-21

Licensor warrants and represents that the Licensed Product is not encrypted, nor does it contain encryption capability; if the Licensed Product does contain encryption capabilities, Licensor warrants and represents that there is no restriction of any relevant governmental authority which prohibits the export of the Licensed Product to countries outside the United States and Canada, other than those laws of the United States which prohibit exports generally to Libya, Cuba, North Korea, Syria, Sudan, Iran and Iraq. Licensor warrants and represents that it has and will continue to comply with all applicable governmental laws, statutes, rules and regulations including, but not limited to, those related to export of product and technical data, and Licensor shall provide prior written notice of any facts which would make the foregoing representations untrue.

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