Common use of Warranties and Limitations of Liability Clause in Contracts

Warranties and Limitations of Liability. 9.1 Each Party warrants that it will exercise reasonable care in the performance of its obligations under this Agreement and that it will comply with all laws, rules and regulations applicable to its performance hereunder, including the ACH Rules published by the National Automated Clearing House Association. Subject to the limitation set forth in paragraph 9.2 below, Fiserv shall be liable only for loss due to its failure to properly maintain the Service and its failure to comply with Client's instructions regarding the Service. Fiserv shall not be liable for loss due to inaccurate or untimely information provided by Client or Customers. Client shall not be liable for loss due to inaccurate or untimely information provided by Fiserv or Customers. 9.2 FISERV MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL FISERV BE LIABLE FOR LOSS OF GOODWILL, PROFIT, REPUTATION, OR BUSINESS, OR FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR TORT DAMAGES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH CLAIM ARISES IN TORT, CONTRACT, OR OTHERWISE. EXCEPT FOR CLAIMS RELATED TO PROPRIETARY RIGHTS OR OBLIGATIONS TO PAY AMOUNTS DUE OR OWING, NEITHER PARTY MAY ASSERT ANY CLAIM AGAINST THE OTHER RELATED TO THIS AGREEMENT MORE THAN 2 YEARS AFTER SUCH CLAIM ACCRUED. FISERV’S AGGREGATE LIABILITY TO CLIENT AND ANY THIRD PARTY FOR ANY AND ALL CLAIMS AND OBLIGATIONS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES PAID BY CLIENT TO FISERV HEREUNDER IN THE 2 MONTH PERIOD PRECEDING THE DATE THE LAST CLAIM ACCRUED; HOWEVER, SUCH LIMITATION SHALL NOT RELIEVE FISERV OF ITS OBLIGATION TO REMIT THE DOLLAR AMOUNT OF THE CUSTOMER PAYMENTS TO CLIENT.

Warranties and Limitations of Liability. 9.1 Each Party 8.1 Fiserv warrants that it will exercise reasonable care in the performance of its obligations under this Agreement and that it will comply with all applicable laws, rules and regulations applicable to its performance hereunderregulations, including the ACH Rules published by the National Automated Clearing House Association. Client warrants that it will exercise reasonable care in the performance of its obligations under this Agreement and that it will comply with all applicable laws, rules and regulations. Subject to the limitation set forth in paragraph 9.2 8.2 below, Fiserv shall be liable only for loss due to its failure to properly maintain the Service and its failure to comply with Client's instructions regarding the Service. Fiserv shall not be liable for loss due to inaccurate or untimely information provided by Client or Customers. Client If Fiserv causes funds to be transferred other than in accordance with the correct instruction from the Customer, Fiserv shall be responsible for redirecting the misdirected funds to the proper payee. Fiserv's liability will not exceed the dollar amount of any entries which are the subject of any claim. 8.2 Because of the extreme difficulty of fixing actual damages for any failure of Fiserv to perform its obligations hereunder, or from any failure of Fiserv to perform any obligations imposed by law, the parties agree that Fiserv's aggregate liability hereunder, if any, shall be limited to liquidated damages in the amount of two thousand five hundred dollars ($2,500.00); provided however, that such limitation shall not be liable for apply to Fiserv’s obligation pursuant to this Agreement to deliver the dollar amounts equivalent to the Customers’ Payments collected in connection with the Service. The provisions of this paragraph 8.2 apply even though the loss due to inaccurate or untimely information provided damage, irrespective of cause or origin, results, directly or indirectly, from either performance or nonperformance of obligations imposed by Fiserv or Customersthis Agreement. 9.2 8.3 FISERV MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL WILL FISERV BE LIABLE FOR LOSS OF GOODWILL, PROFIT, REPUTATION, INCIDENTAL OR BUSINESS, OR FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, SPECIAL OR TORT DAMAGES, ARISING OUT EXEMPLARY DAMAGES RESULTING FROM THE PERFORMANCE OR NONPERFORMANCE OF OR RELATING TO THIS AGREEMENT, REGARDLESS ANY OF WHETHER SUCH CLAIM ARISES IN TORT, CONTRACT, OR OTHERWISE. EXCEPT FOR CLAIMS RELATED TO PROPRIETARY RIGHTS OR OBLIGATIONS TO PAY AMOUNTS DUE OR OWING, NEITHER PARTY MAY ASSERT ANY CLAIM AGAINST THE OTHER RELATED TO THIS AGREEMENT MORE THAN 2 YEARS AFTER SUCH CLAIM ACCRUED. FISERV’S AGGREGATE LIABILITY TO CLIENT AND ANY THIRD PARTY FOR ANY AND ALL CLAIMS AND OBLIGATIONS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES PAID BY CLIENT TO FISERV HEREUNDER IN THE 2 MONTH PERIOD PRECEDING THE DATE THE LAST CLAIM ACCRUED; HOWEVER, SUCH LIMITATION SHALL NOT RELIEVE FISERV OF ITS OBLIGATION TO REMIT THE DOLLAR AMOUNT OF THE CUSTOMER PAYMENTS TO CLIENT.'S DUTIES HEREUNDER,

Warranties and Limitations of Liability. 9.1 Each Party 8.1. Supplier warrants to and for the benefit of WRS and End-Users that it will exercise reasonable care in Suppliers owns or has right to the performance of its obligations under this Agreement and that it will comply with all laws, rules and regulations applicable to its performance hereunderProducts, including any intellectuals property rights associated therewith, adequate to enable Supplier to perform its obligations, to authorize the ACH Rules published distribution of the Products by WRS, and to authorize the National Automated Clearing House Associationuse of the Products by End-Users in accordance with the terms and conditions of the End-User License Agreement. Subject to the limitation Supplier sole and exclusive liability and WRS's sole and exclusive remedy for breach of this warranty shall be Supplier's indemnification obligations set forth in paragraph 9.2 belowSection 10. 8.2. Supplier warrants to and for the benefit of WRS and its End-Users that the Products and the distribution thereof do not infringe the trademarks, Fiserv patents, copyrights, or other proprietary rights of any third party. Suppliers sole and exclusive liability and WRS's sole and exclusive remedy for breach of this warranty shall be liable only for loss due to its failure to properly maintain the Service and its failure to comply with ClientSupplier's instructions regarding the Service. Fiserv shall not be liable for loss due to inaccurate or untimely information provided by Client or Customers. Client shall not be liable for loss due to inaccurate or untimely information provided by Fiserv or Customersindemnification obligations set forth in Section 10. 9.2 FISERV MAKES NO OTHER WARRANTIES8.3. Suppliers limited warranty to End-Users is stated in the end user license agreement included with each Product. Certain Products are provided "as is" without warranty to End-users. The end user license agreement respecting a particular product may provide that the sole remedy of an End-User shall be a refund of the purchase price of the Product. 8.4. WRS agrees to use the "Returns Form" attached hereto as Exhibit E. WRS may return opened packages of Products to Suppler only when a Returns Form has been duly filled out and signed by an End-User indicating one of the approved reasons for return. 8.5. WRS shall provide copies of such completed Returns Forms to Supplier. Upon receipt of the packages of Products with such duly completed and signed form, EXPRESS OR IMPLIEDSupplier shall issue a credit or payment to WRS in the amount previously received by Supplier with respect to such returned Products. Supplier shall have no obligation to accept returns of Products or issue credits or payments with respect to Products that were returned because of allegedly erroneous or misleading statements made by WRS. 8.6. If the parties have agreed to use the WRS Inventory Method, INCLUDING WITHOUT LIMITATIONWRS may return to Supplier at the end of each calendar quarter, ANY WARRANTY OF MERCHANTABILITYquantities of Product less than equal to one third of the shipments received by WRS in the preceding three calendar months, NONprovided: 1. Shipping costs for such returns are prepaid by WRS; 2. All returned Products are in unopened and undamaged condition. 8.7. WRS shall accept for full refund and return to inventory any Products that are returned by a customer because the customer is unwilling to be bound by the terms of the End-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL FISERV BE LIABLE FOR LOSS OF GOODWILL, PROFIT, REPUTATION, OR BUSINESS, OR FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR TORT DAMAGES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH CLAIM ARISES IN TORT, CONTRACT, OR OTHERWISE. EXCEPT FOR CLAIMS RELATED TO PROPRIETARY RIGHTS OR OBLIGATIONS TO PAY AMOUNTS DUE OR OWING, NEITHER PARTY MAY ASSERT ANY CLAIM AGAINST THE OTHER RELATED TO THIS AGREEMENT MORE THAN 2 YEARS AFTER SUCH CLAIM ACCRUED. FISERV’S AGGREGATE LIABILITY TO CLIENT AND ANY THIRD PARTY FOR ANY AND ALL CLAIMS AND OBLIGATIONS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES PAID BY CLIENT TO FISERV HEREUNDER IN THE 2 MONTH PERIOD PRECEDING THE DATE THE LAST CLAIM ACCRUED; HOWEVER, SUCH LIMITATION SHALL NOT RELIEVE FISERV OF ITS OBLIGATION TO REMIT THE DOLLAR AMOUNT OF THE CUSTOMER PAYMENTS TO CLIENTUser License Agreement.

Warranties and Limitations of Liability. 9.1 Each Party a) Waldec warrants that it will exercise reasonable care in the performance of its obligations under this Agreement and that it will comply with all laws, rules and regulations applicable to its performance hereunder, including the ACH Rules published by the National Automated Clearing House Association. Subject to the limitation set forth in paragraph 9.2 below, Fiserv Services provided herein shall be liable only for loss due to its failure to properly maintain the Service and its failure to comply performed in a workmanlike manner in accordance with Client's instructions regarding the Serviceindustry standards. Fiserv shall not be liable for loss due to inaccurate or untimely information provided by Client or Customers. Client shall not be liable for loss due to inaccurate or untimely information provided by Fiserv or Customers. 9.2 FISERV WALDEC MAKES AND THE CUSTOMER RECEIVES NO OTHER WARRANTIESWARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY AND THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL FISERV BE LIABLE Waldec shall have no liability with respect to its obligations under this Agreement for loss of data, consequential, exemplary, or incidental damages or loss of profits or for any other similar damages even if it has been advised or has knowledge of the possibility of such damages. It is Customer's sole responsibility to maintain backup data necessary to restore critical Customer files in the event of loss or damage to such data from any cause. Waldec is not responsible for Product defects or Product limitations. Waldec shall have no liability with respect to changes made to Customer's system by persons other than authorized Waldec personnel. WALDEC DOES TRANSFER AND CONVEY ALL MANUFACTURER'S WARRANTIES TO ROMAC UPON COMPLETE PAYMENT FOR LOSS OF GOODWILLSUCH PRODUCTS BY ROMAC OR ITS AGENTS OR ASSIGNS. b) The parties expressly acknowledge and agree that a network is a highly complex system composed of hardware components and software applications produced by a variety of manufacturers. The parties also acknowledge and agree that certain defects or malfunctions, PROFITunknown to Waldec, REPUTATIONmay be present in the hardware or software components of the system. In the event that such a defect or malfunction is present in the Products provided herein, OR BUSINESS, OR FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR TORT DAMAGES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH CLAIM ARISES IN TORT, CONTRACT, OR OTHERWISEWaldec will contact the appropriate manufacturer and exercise such reasonable efforts as Waldec deems necessary to effect a repair or replacement of the dysfunctional Product. EXCEPT FOR CLAIMS RELATED TO PROPRIETARY RIGHTS OR OBLIGATIONS TO PAY AMOUNTS DUE OR OWING, NEITHER PARTY MAY ASSERT ANY CLAIM AGAINST THE OTHER RELATED TO THIS AGREEMENT MORE THAN 2 YEARS AFTER SUCH CLAIM ACCRUED. FISERV’S AGGREGATE LIABILITY TO CLIENT AND ANY THIRD PARTY FOR ANY AND ALL CLAIMS AND OBLIGATIONS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES PAID BY CLIENT TO FISERV HEREUNDER IN THE 2 MONTH PERIOD PRECEDING THE DATE THE LAST CLAIM ACCRUED; HOWEVER, SUCH LIMITATION SHALL NOT RELIEVE FISERV OF ITS OBLIGATION TO REMIT THE DOLLAR AMOUNT OF THE CUSTOMER PAYMENTS TO CLIENTCustomer shall be responsible for additional time and material charges associated with said repairs or replacement provided that Customer has been informed of the defect or malfunction and has authorized said actions. c) Waldec's liability under this Agreement shall in no event exceed the price of the services provided herein.

Warranties and Limitations of Liability. 9.1 Each Party 8.1 CheckFree warrants that it will exercise reasonable care in the performance of its obligations under this Agreement and that it will comply with all applicable laws, rules and regulations applicable to its performance hereunderregulations, including the ACH Rules published by the National Automated Clearing House Association. Client warrants that it will exercise reasonable care in the performance of its obligations under this Agreement and that it will comply with all applicable laws, rules and regulations. Subject to the limitation set forth in paragraph 9.2 8.2 below, Fiserv CheckFree shall be liable only for loss due to its failure to properly maintain the Service and its failure to comply with Client's instructions regarding the Service. Fiserv CheckFree shall not be liable for loss due to inaccurate or untimely information provided by Client or Customers. Client If CheckFree causes funds to be transferred other than in accordance with the correct instruction from the Customer, CheckFree shall be responsible for redirecting the misdirected funds to the proper payee. CheckFree's liability will not be liable for loss due to inaccurate or untimely information provided by Fiserv or Customersexceed the dollar amount of any entries which are the subject of any claim. 9.2 FISERV 8.2 Because of the extreme difficulty of fixing actual damages for any failure of CheckFree to perform its obligations hereunder, or from any failure of CheckFree to perform any obligations imposed by law, the parties agree that CheckFree's liability for an uninsured loss hereunder, if any, shall be limited to liquidated damages in the amount of the Fees paid for the two (2) calendar months immediately preceding the month in which the event occurred which gave rise to the damages. The provisions of this paragraph 8.2 apply even though the loss or damage, irrespective of cause or origin, results, directly or indirectly, from either performance or nonperformance of obligations imposed by this Agreement. 8.3 CHECKFREE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL FISERV BE LIABLE FOR LOSS OF GOODWILL, PROFIT, REPUTATION, OR BUSINESS, OR FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR TORT DAMAGES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH CLAIM ARISES IN TORT, CONTRACT, OR OTHERWISE. EXCEPT FOR CLAIMS RELATED TO PROPRIETARY RIGHTS OR OBLIGATIONS TO PAY AMOUNTS DUE OR OWING, NEITHER PARTY MAY ASSERT ANY CLAIM AGAINST THE OTHER RELATED TO THIS AGREEMENT MORE THAN 2 YEARS AFTER SUCH CLAIM ACCRUED. FISERV’S AGGREGATE LIABILITY TO CLIENT AND ANY THIRD PARTY FOR ANY AND ALL CLAIMS AND OBLIGATIONS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES PAID BY CLIENT TO FISERV HEREUNDER IN THE 2 MONTH PERIOD PRECEDING THE DATE THE LAST CLAIM ACCRUED; HOWEVER, SUCH LIMITATION SHALL NOT RELIEVE FISERV OF ITS OBLIGATION TO REMIT THE DOLLAR AMOUNT OF THE CUSTOMER PAYMENTS TO CLIENT.ANY