Common use of Warranties and Limitations Clause in Contracts

Warranties and Limitations. 11.1 Each of Cornell and LICENSEE represent and warrant that it has the right to enter into this Agreement. Cornell warrants that it has the right to convey to LICENSEE the rights granted under this Agreement. 11.2 Cornell represents that to the best of its knowledge the inventorship and ownership of the Applications is as set forth in Appendix A. 11.3 Cornell makes no representation or warranty that Applications will result in issued Patents. 11.4 Cornell makes no representations or warranties concerning the validity or scope of Patents. 11.5 Cornell does not warrant that Products made, used, sold, leased, imported, exported or otherwise disposed of under the license of this Agreement is or will be free from infringement of patents of third parties. 11.6 Nothing herein shall be construed as granting by implication, estoppel, or otherwise any licenses or rights under patents or other rights of Cornell or other persons other than Patents, regardless of whether such patents or other rights are dominant or subordinate to any Patents. 11.7 Cornell is under no obligation to furnish any technology or information other than that described and claimed in Applications and Patents. 11.8 Nothing herein shall be construed to grant LICENSEE rights under any applications or patents other than Applications and Patents. 11.9 Cornell does not make any representations, extend any warranties of any kind, express or implied, or assume any responsibility whatever concerning the manufacture, use, or sale, lease or other disposition by LICENSEE or its vendees or transferees of Products. 11.10 Except as expressly set forth in this Agreement, CORNELL MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF PRODUCTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHTS OR ANY OTHER EXPRESS OR IMPLIED WARRANTIES.

Warranties and Limitations. 11.1 (a) Each party represents and warrants to the other party on a continuing basis through the term of Cornell and LICENSEE represent and warrant this Agreement that (i) it has the right requisite corporate power and authority to enter into this Agreement. Cornell warrants that it has the right to convey to LICENSEE the rights granted execute and perform its obligations under this Agreement. 11.2 Cornell represents ; (ii) the person accepting this Agreement on its behalf has the authority to bind it hereunder and that to the best of its knowledge the inventorship and ownership of the Applications is as set forth in Appendix A. 11.3 Cornell makes no representation or warranty that Applications will result in issued Patents. 11.4 Cornell makes no representations or warranties concerning the validity or scope of Patents. 11.5 Cornell does not warrant that Products made, used, sold, leased, imported, exported or otherwise disposed of under the license such party’s acceptance of this Agreement is not in violation of such party’s bylaws, certificate of incorporation or other comparable document; (iii) neither the execution, delivery, nor performance of this Agreement will be free violate, conflict with, require consent under or result in any breach or default of (A) Applicable Law, or (B) any covenants or agreements by which such party or any of its assets are bound; and (iv) neither it nor any of its personnel to its knowledge (A) has been convicted of any crime arising from infringement of patents of third partiesclaims or other transactions, financial relationships, or financial dealings in connection with health care, or (B) has been excluded from any federal or state health care program. 11.6 Nothing herein shall be construed as granting by implication(b) EXCEPT AS EXPRESSLY PROVIDED HEREIN, estoppel, or otherwise any licenses or rights under patents or other rights of Cornell or other persons other than Patents, regardless of whether such patents or other rights are dominant or subordinate to any Patents. 11.7 Cornell is under no obligation to furnish any technology or information other than that described and claimed in Applications and Patents. 11.8 Nothing herein shall be construed to grant LICENSEE rights under any applications or patents other than Applications and Patents. 11.9 Cornell does not make any representations, extend any warranties of any kind, express or implied, or assume any responsibility whatever concerning the manufacture, use, or sale, lease or other disposition by LICENSEE or its vendees or transferees of Products. 11.10 Except as expressly set forth in this Agreement, CORNELL MAKES NO ATHENA DISCLAIMS ALL REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDKIND OR NATURE, EITHER EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES (EITHER IN FACT OR BY OPERATION OF MERCHANTABILITY LAW), WITH RESPECT TO ANY SERVICE OR FITNESS ITEM PROVIDED HEREUNDER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ATHENA PROPERTY IS PROVIDED “AS IS.” ATHENA DOES NOT WARRANT THAT ATHENA PROPERTY OR MUTUAL CUSTOMER DATA WILL BE ERROR-FREE OR WILL BE PROVIDED (OR AVAILABLE) WITHOUT INTERRUPTION OR MEET PARTNER’S BUSINESS OR OPERATIONAL NEEDS. ATHENA IS NOT RESPONSIBLE FOR THE ACCURACY OF ANY MUTUAL CUSTOMER DATA, IT BEING UNDERSTOOD THAT SUCH MUTUAL CUSTOMER DATA IS ENTERED INTO ATHENANET BY MUTUAL CUSTOMERS AND VIA INTERFACES WITH OTHER THIRD PARTIES, OVER WHOM ATHENA HAS NO CONTROL. ATHENA IS NOT A PARTICULAR PURPOSEHEALTH PLAN OR HEALTHCARE PROVIDER AND IT CANNOT AND DOES NOT INDEPENDENTLY REVIEW OR VERIFY THE MEDICAL ACCURACY OR COMPLETENESS OF THE MEDICAL INFORMATION ENTERED INTO ATHENANET AND TRANSMITTED TO PARTNER. (c) ATHENA’S CUMULATIVE, AGGREGATE LIABILITY IN CONNECTION WITH OR ARISING IN ANY WAY OR IN ANY DEGREE FROM THIS AGREEMENT, FROM PARTNER SERVICES, OR THAT OTHERWISE FROM THE USE ACTS OR OMISSIONS OF PRODUCTS ATHENA WILL NOT INFRINGE ANY PATENTEXCEED THE TOTAL AMOUNT PAID OR DUE AND PAYABLE BY PARTNER TO ATHENA IN THE 12 MONTHS BEFORE SUCH CLAIM AROSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, COPYRIGHTATHENA WILL NOT BE LIABLE FOR INDIRECT, TRADEMARKEXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR OTHER RIGHTS CONSEQUENTIAL DAMAGES OR ANY OTHER EXPRESS LOSSES; ADDITIONAL OVERHEAD AND PAYROLL; LOST PROFITS OR IMPLIED WARRANTIESBUSINESS OPPORTUNITIES; LOSS OF DATA; OR THE COST OF PROCUREMENT OF SUBSTITUTE ITEMS OR SERVICES. The parties hereby acknowledge that the remedies set forth above are reasonable and will not fail of their essential purpose. (d) No claim against Athena of any kind under any circumstances may be asserted or filed more than one year after Partner knows, or in the exercise of reasonable care could know, of any circumstances, whether by act or omission, that may give rise to such claim.

Warranties and Limitations. 11.1 Each of Cornell and LICENSEE represent and warrant that it has The Publisher warrants to the right to enter into this Agreement. Cornell warrants that it has the right to convey to LICENSEE the rights granted under this Agreement. 11.2 Cornell represents Licensee that to the best of its knowledge knowledge, the inventorship and ownership Licensed Materials used as contemplated by this Agreement do not infringe the copyright or any other proprietary or intellectual property rights of any natural or legal person. While Publisher makes an effort to ensure the accuracy of content posted online, Publisher does not warrant or guarantee the accuracy or completeness of the Applications is as set forth in Appendix A. 11.3 Cornell Licensed Materials. Publisher makes no representation or warranty and expressly disclaims any liability with respect to the content of the Licensed Materials. Except for the express warranties stated herein, the Licensed Materials are provided on an “as is” basis and the Publisher disclaims any and all other warranties, conditions or representations (express, implied, oral or written) relating to the Licensed Materials or any part thereof, including any and all implied warranties of quality, performance, or merchantability of fitness for a particular purpose. Publisher expressly disclaims any warranty that Applications access to the Licensed Materials online will result be uninterrupted or free of errors; that defects will be corrected; or that Publisher’s Servers are free of viruses, worms, or other elements harmful to your computer system. Neither party shall be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption or loss of profits, arising out of the use or the inability to use the Licensed Materials. In no case shall Publisher's aggregate liability for any content or accessibility problems with the site exceed the amount of subscription fees paid for the Licensed Materials during 12-month period preceding any claim or notice of damages. Neither party shall be liable in issued Patents. 11.4 Cornell makes no representations damages or warranties concerning have the validity or scope of Patents. 11.5 Cornell does not warrant that Products made, used, sold, leased, imported, exported or otherwise disposed of under the license of right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including but not limited to uncontrollable acts of nature, government restrictions (including the denial or will be free from infringement cancellation of patents of third parties. 11.6 Nothing herein shall be construed as granting by implication, estoppel, or otherwise any licenses or rights under patents export or other rights necessary license), wars, insurrections, and/or any other cause beyond the reasonable control of Cornell or other persons other than Patents, regardless of whether such patents or other rights are dominant or subordinate to any Patentsthe party whose performance is affected. 11.7 Cornell is under no obligation to furnish any technology or information other than that described and claimed in Applications and Patents. 11.8 Nothing herein shall be construed to grant LICENSEE rights under any applications or patents other than Applications and Patents. 11.9 Cornell does not make any representations, extend any warranties of any kind, express or implied, or assume any responsibility whatever concerning the manufacture, use, or sale, lease or other disposition by LICENSEE or its vendees or transferees of Products. 11.10 Except as expressly set forth in this Agreement, CORNELL MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF PRODUCTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHTS OR ANY OTHER EXPRESS OR IMPLIED WARRANTIES.

Warranties and Limitations. 11.1 Each of Cornell INSTITUTIONS and LICENSEE represent and warrant that it has they have the right to enter into this Agreement. Cornell warrants INSTITUTIONS warrant that it has they have the right to convey to LICENSEE the rights granted under this Agreement. 11.2 Cornell represents INSTITUTIONS each warrant that to they are the best of its knowledge the inventorship and ownership owners of the Applications is and Patents as set forth outlined in Appendix A. 11.3 Cornell makes INSTITUTIONS make no representation or warranty that Applications will result in issued Patents. 11.4 Cornell makes INSTITUTIONS make no representations or warranties concerning the validity or scope of Patents. 11.5 Cornell does INSTITUTIONS do not warrant that Products made, used, sold, leased, imported, exported or otherwise disposed of under the license of this Agreement is or will be free from infringement of patents of third parties. 11.6 Nothing herein shall be construed as granting by implication, estoppel, or otherwise any licenses or rights under patents or other rights of INSTITUTIONS or Cornell or other persons other than Patents, regardless of whether such patents or other rights are dominant or subordinate to any Patents. 11.7 Cornell is INSTITUTIONS are under no obligation to furnish any technology or information other than that described and claimed in Applications and Patents. 11.8 Nothing herein shall be construed to grant LICENSEE rights under any applications or patents other than Applications and Patents. 11.9 Cornell does INSTITUTIONS do not make any representations, extend any warranties of any kind, express or implied, or assume any responsibility whatever concerning the manufacture, use, or sale, lease or other disposition by LICENSEE or its vendees or transferees of Products. 11.10 Except as expressly set forth in this Agreement, CORNELL MAKES INSTITUTIONS MAKE NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF PRODUCTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHTS OR ANY OTHER EXPRESS OR IMPLIED WARRANTIES.

Warranties and Limitations. 11.1 Each (a) The Purchaser shall be liable for any damage or destruction to the OctoNova(R) Apheresis Machine furnished through OccuLogix resulting from the Purchaser's or its physicians', employees', agents' or patients' mis-use, negligence or mishandling, theft or breach of Cornell and LICENSEE represent and warrant that it has the right to enter into this Agreement. Cornell OccuLogix warrants that at the time it has installs the right to convey to LICENSEE OctoNova(R) Apheresis Machine and after any maintenance or repairs performed by OccuLogix or its agents that the rights granted under this Agreement. 11.2 Cornell represents that to OctoNova(R) Apheresis Machine will be in proper working order in accordance with the best of its knowledge the inventorship and ownership of the Applications is manufacturer's specifications. Except as set forth in Appendix A. 11.3 Cornell the preceding sentence, OccuLogix makes no warranties, express or implied with respect to the Products. The Products are provided and sold to Purchaser "as is, where is" and OccuLogix gives no warranty or representation of any kind whatsoever other than as otherwise provided hereby. OccuLogix expressly disclaims all representations, warranties, conditions and obligations relating to the Products, whether written, oral, statutory, implied, arising from a course of conduct or usage of trade or otherwise, including any warranty that Applications will result in issued Patents. 11.4 Cornell makes no representations of non-infringement and any implied warranty of merchantable quality or warranties concerning fitness for a particular purpose. The parties expressly disclaim the validity or scope application of Patents. 11.5 Cornell does not warrant that Products made, used, sold, leased, imported, exported or otherwise disposed the United Nations Convention on contracts for the International sale of under goods. At all times during the license Term of this Agreement while Purchaser is in possession of the Products, Purchaser shall have the benefits of any of OccuLogix's rights under applicable manufacturers' warranties with respect to the Products, if any, and, to the extent assignable, such warranties are hereby assigned during the Term of the Agreement by OccuLogix, including manufacturers' one year parts and labor warranty of the OctoNova(R) Apheresis Machine. Purchaser shall take all reasonable actions to enforce such warranties when available but will not attempt to repair the Products during the manufacturer's one-year warranty. Furthermore, notwithstanding the above limitations, OccuLogix acknowledges and agrees, at its option, to either repair, replace or will refund any Kits which prove, upon examination by OccuLogix, to be free from infringement of patents of third partiesdefective in materials and/or workmanship. Purchaser must return the Kit to OccuLogix, transportation charges prepaid. 11.6 Nothing herein (b) OccuLogix does not represent or warrant the fitness of the Products for any purpose (including any purpose expressly disclosed by Purchaser) nor does OccuLogix represent or warrant that the Products will have or possess any particular quality or state. (c) OccuLogix's liability to Purchaser in relation to this Agreement and the Products shall be construed as granting limited in all circumstances to Purchaser's direct damages to a maximum value of the payments paid by implicationPurchaser to OccuLogix under this Agreement. Without Limiting the generality of the foregoing, estoppelin no event shall Occulogix have any liability arising out of or otherwise relating to this Agreement or the Products for: (i) damages arising out of or relating to any results produced by the Products; or (ii) consequential, incidental, special, collateral, punitive, exemplary, or otherwise any licenses indirect damages (including loss of goodwill, loss of profits or rights under patents revenues, loss of savings, loss of use, interruption of business, injury or death to persons, damage to property and claims of patients or other rights users), whether based on breach of Cornell contract (including fundamental breach), tort (including negligence and gross negligence) or other persons other than Patentsarising in equity, regardless even if OccuLogix has been advised of whether the possibility of such patents or other rights are dominant or subordinate to any Patentsdamages. 11.7 Cornell is under no obligation to furnish any technology or information other than that described and claimed in Applications and Patents. 11.8 Nothing herein shall be construed to grant LICENSEE rights under any applications or patents other than Applications and Patents. 11.9 Cornell does not make any representations, extend any warranties of any kind, express or implied, or assume any responsibility whatever concerning the manufacture, use, or sale, lease or other disposition by LICENSEE or its vendees or transferees of Products. 11.10 Except as expressly set forth in this Agreement, CORNELL MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF PRODUCTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHTS OR ANY OTHER EXPRESS OR IMPLIED WARRANTIES.

Warranties and Limitations. 11.1 Each of Cornell LICENSOR and LICENSEE represent and warrant that it has the right to enter into this Agreement. Cornell LICENSOR warrants that it he has the right to convey to LICENSEE the rights granted under this Agreement. 11.2 Cornell LICENSOR represents that to the best of its knowledge the inventorship and ownership of the Applications Technologies and Patents is as set forth in Appendix A.this Agreement. 11.3 Cornell LICENSOR makes no representation or warranty that Applications will result in issued Patents. 11.4 Cornell LICENSOR makes no representations or warranties concerning the validity or scope of Patents. 11.5 Cornell LICENSOR does not warrant that Products made, used, sold, leased, imported, exported or otherwise disposed of under the license of this Agreement is or will be free from infringement of patents of third parties. 11.6 Nothing herein shall be construed as granting by implication, estoppel, or otherwise any licenses or rights under patents or other rights of Cornell LICENSOR or other persons other than Patents, regardless of whether such patents or other rights are dominant or subordinate to any Patents. 11.7 Cornell LICENSOR is under no obligation to furnish any technology or information other than that described and claimed in Applications and Patents. 11.8 Nothing herein shall be construed to grant LICENSEE rights under any applications or patents other than Applications and Patents. 11.9 Cornell LICENSOR does not make any representations, extend any warranties of any kind, express or implied, or assume any responsibility whatever concerning the manufacture, use, or sale, lease or other disposition by LICENSEE or its vendees or transferees of Products. 11.10 Except as expressly set forth in this Agreement, CORNELL NEITHER PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF PRODUCTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHTS OR ANY OTHER EXPRESS OR IMPLIED WARRANTIES.

Warranties and Limitations. 11.1 Each of Cornell and LICENSEE represent and warrant that it has the right to enter into this Agreement. Cornell warrants that it has the right to convey to LICENSEE the rights granted under this Agreement. 11.2 Cornell represents warrants that to it is the best of its knowledge the inventorship and ownership owner of the Applications is as set forth outlined in Appendix A. 11.3 Cornell makes no representation or warranty that Applications will result in issued Patents. 11.4 Cornell makes no representations or warranties concerning the validity or scope of Patents. 11.5 Cornell does not warrant that Products made, used, sold, leased, imported, exported or otherwise disposed of under the license of this Agreement is or will be free from infringement of patents of third parties. 11.6 Nothing herein shall be construed as granting by implication, estoppel, or otherwise any licenses or rights under patents or other rights of Cornell or other persons other than Patents, regardless of whether such patents or other rights are dominant or subordinate to any Patents. 11.7 Cornell is under no obligation to furnish any technology or information other than that described and claimed in Applications and Patents. 11.8 Nothing herein shall be construed to grant LICENSEE rights under any applications or patents other than Applications and Patents. 11.9 Cornell does not make any representations, extend any warranties of any kind, express or implied, or assume any responsibility whatever concerning the manufacture, use, or sale, lease or other disposition by LICENSEE or its vendees or transferees of Products. 11.10 Except as expressly set forth in this Agreement, CORNELL MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF PRODUCTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHTS OR ANY OTHER EXPRESS OR IMPLIED WARRANTIES.

Warranties and Limitations. 11.1 Each a. Conditioned upon Licensee’s use of Cornell the most current version of the EViews Software in accordance with the terms and LICENSEE represent and warrant that it has the right to enter into conditions of this Agreement. Cornell warrants that it has the right to convey to LICENSEE the rights granted under this Agreement. 11.2 Cornell represents that to the best of its knowledge the inventorship , and ownership of the Applications is as otherwise set forth in Appendix A.any accompanying documentation, Licensor provides the following warranties: 11.3 Cornell makes no representation or warranty that Applications will result in issued Patentsi) The media on which the EViews Software is provided (but excluding internet downloads) shall be free from material defect for a period of ninety (90) days from the Effective Date. 11.4 Cornell makes no representations or warranties concerning ii) The EViews Software will function substantially as described in the validity or scope of Patentsthen-current documentation. 11.5 Cornell b. If the EViews Software fails to conform to either of the warranties set forth above, Licensor’s sole obligation, and Licensee’s sole and exclusive remedy, shall be for Licensor to use commercially reasonable efforts to replace the defective media or to provide a fix or upgrade that causes the EViews Software to function in accordance with the warranty. Licensor agrees to use commercially reasonable efforts to remove any known viruses and bugs however Licensor does not warrant that Products made, used, sold, leased, imported, exported or otherwise disposed of under the license of this Agreement is or such EViews Software will be free from infringement virus and bugs. Licensee is solely responsible for its use of patents of third parties. 11.6 Nothing herein shall be construed as granting by implicationEViews Software. To enforce this warranty, estoppel, or otherwise any licenses or rights under patents or other rights of Cornell or other persons other than Patents, regardless of whether such patents or other rights are dominant or subordinate to any Patents. 11.7 Cornell is under no obligation to furnish any technology or information other than that described and claimed in Applications and Patents. 11.8 Nothing herein shall be construed to grant LICENSEE rights under any applications or patents other than Applications and Patents. 11.9 Cornell does not make any representations, extend any warranties Licensee must provide Licensor with written notification of any kind, express or implied, or assume failure of said EViews Software to comply with any responsibility whatever concerning material specification as contained in the manufacture, use, or sale, lease or other disposition by LICENSEE or its vendees or transferees of Products. 11.10 Except as expressly Documentation within the warranty period set forth in this Agreementabove. Licensor must be able to replicate such failure c. EXCEPT AS SET FORTH IN SECTION 7(a) ABOVE, CORNELL MAKES NO REPRESENTATIONS AND EXTENDS NO THE SOFTWARE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR , INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, NON- INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. d. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR THAT IN CONNECTION WITH, THIS AGREEMENT. FOR THE PURPOSES HEREOF, CONSEQUENTIAL DAMAGES SHALL INCLUDE, WITHOUT LIMITATION, LOSS OF USE OF ANY EQUIPMENT OR SOFTWARE, LOST INCOME OR PROFITS, LOSSES SUSTAINED AS THE RESULT OF PERSONAL INJURY OR DEATH, AND LOSS OF OR DAMAGE TO PROPERTY, INCLUDING, WITHOUT LIMITATION, PROPERTY HANDLED OR PROCESSED BY THE USE OR APPLICATION OF PRODUCTS WILL NOT INFRINGE ANY PATENTSOFTWARE OR HARDWARE. Licensor’s total aggregate liability in contract, COPYRIGHTtort, TRADEMARK(including negligence) misrepresentation or otherwise, OR OTHER RIGHTS OR ANY OTHER EXPRESS OR IMPLIED WARRANTIESincluding liability for any damages arising out of or related to this Agreement will not exceed the License Fees paid by Licensee hereunder for the EViews Software that is the subject of the claim;. Licensee acknowledges that the Licensor pricing reflects this allocation of risk, and the limitation of liability specified in this section will apply regardless of whether any limited or exclusive remedy specified in this Agreement fails of its essential purpose.

Warranties and Limitations. 11.1 Each of Cornell FOUNDATION and LICENSEE each represent and warrant that it has they have the right to enter into this Agreement. Cornell FOUNDATION warrants that it has the right to convey to LICENSEE the rights granted under this Agreement. 11.2 Cornell represents FOUNDATION warrants that to is the best owner of its knowledge the inventorship Applications and ownership of the Applications is as set forth in Appendix A.Patents. 11.3 Cornell FOUNDATION makes no representation or warranty that Applications will result in issued Patents. 11.4 Cornell FOUNDATION makes no representations or warranties concerning the validity or scope of Patents. 11.5 Cornell FOUNDATION does not warrant that Products made, used, sold, leased, imported, exported or otherwise disposed of under the license of this Agreement is or will be free from infringement of patents of third parties. 11.6 Nothing herein shall be construed as granting by implication, estoppel, or otherwise any licenses or rights under patents or other rights of FOUNDATION or Cornell or other persons other than Patents, regardless of whether such patents or other rights are dominant or subordinate to any Patents. 11.7 Cornell FOUNDATION is under no obligation to furnish any technology or information other than that described and claimed in Applications and Patents. 11.8 Nothing herein shall be construed to grant LICENSEE rights under any applications or patents other than Applications and Patents. 11.9 Cornell FOUNDATION does not make any representations, extend any warranties of any kind, express or implied, or assume any responsibility whatever concerning the manufacture, use, or sale, lease or other disposition by LICENSEE or its vendees or transferees of Products. 11.10 Except as expressly set forth in this Agreement, CORNELL FOUNDATION MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF PRODUCTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER RIGHTS OR ANY OTHER EXPRESS OR IMPLIED WARRANTIES.