The No Other Warranty clause is common in agreements for both goods and services, especially standard commercial contracts.
The Uniform Commercial Code (the UCC) (which generally covers agreements for the sale of goods, but not services agreements), imposes a number of implied warranties, that apply without even being included in the
Under the UCC, the specific implied warranties that apply in any given case will depend on whether the seller is a merchant, a merchant who deals specifically with the kind of goods sold under the agreement, or a non-merchant seller.
These implied warranties include warranties for merchantability, fitness for a particular purpose, and title.
In general, to disclaim implied warranties the disclaimer must explicitly refer to each implied warranty being disclaimed, and be conspicuous and in writing (i.e. in a bold, italicized font).
While most courts have held that software is a "good" (and therefore covered by the UCC), many software license agreements provide for a combination of goods and services (not covered by the UCC).
"Software publishers disclaim the implied warranty of merchantability because the repercussions of recognizing such warranties are unknown." The Implied Warranty of Merchantability in Software Contracts: A Warranty No One Dares to Give and How to Change That, Robert W. Gomulkiewicz, 1998, 16 John Marshall J. of Comp. & Info. Law 393.
A No Warranty clause is typically paired with a clause limiting or eliminating liability for the provider.
No Warranty. The disclosing party makes no representation as to the accuracy or completeness of the Confidential Information.
No Warranty
"As-Is". Unless otherwise listed in this agreement, the [DELIVERABLE] is provided "as is," with all faults, defects, bugs, and errors.
No Warranty. Unless otherwise listed in this agreement,
[PARTY A] does not make any warranty regarding the [DELIVERABLE], which includes that
[PARTY A] hereby disclaims to the [fullest] extent authorized by Law any and all [other] warranties, whether express or implied, including any implied warranties of [title, non-infringement, quiet enjoyment, integration,] merchantability or fitness for a particular purpose.
No Warranty
"As-Is". The [DELIVERABLE] are provided "as is," with all faults, defects, bugs, and errors.
No Warranty. Unless otherwise listed in this agreement, [PARTY A] does not make any warranty regarding the [DELIVERABLE].
No Warranty
No Warranty. The disclosing party makes no representation as to the accuracy or completeness of the Confidential Information.
Warranty Disclaimer. The disclosing party disclaims to the fullest extent authorized by law all warranties, whether express or implied, including any implied warranties of title, non-infringement, quiet enjoyment, integration, merchantability or fitness for a particular purpose.
No Warranty
"As-Is". The Software is provided "as is," with all faults, defects, bugs, and errors.
No Warranty. Unless otherwise listed in this agreement,
[PARTY A] does not make any warranty regarding the Software, and
[PARTY A] disclaims to the extent authorized by law any and all other warranties, whether express or implied, including any implied warranties of merchantability or fitness for a particular purpose.
No Warranty. Unless otherwise listed in this agreement,
[PARTY B] does not make any warranty regarding the [DELIVERABLE], which includes that
[PARTY B] disclaims to the [fullest] extent authorized by Law any and all [other] warranties, whether express or implied, including any implied warranties of [title, non-infringement, quiet enjoyment, integration,] merchantability or fitness for a particular purpose.
No Warranty
Provided "As Is". The Data is provided "as is."
No Warranty of Accuracy or Completeness. [PARTY A] does not make any warranty as to the accuracy or completeness of the Data.
No Warranty
"As-Is". Unless otherwise listed in this agreement, the [DELIVERABLE] are provided "as is," with all faults, defects, bugs, and errors.
No Warranty. Unless otherwise listed in this agreement,
[PARTY A] does not make any warranty regarding the [DELIVERABLE], which includes that
[PARTY A] disclaims to the [fullest] extent authorized by Law any and all [other] warranties, whether express or implied, including any implied warranties of [title, non-infringement, quiet enjoyment, integration,] merchantability or fitness for a particular purpose.
No Other Warranties
"As-Is". Unless otherwise listed in this agreement, Products are provided "as is," with all faults, defects, bugs, and errors.
No Warranty. Unless otherwise listed in this agreement,
[PARTY A] does not make any warranty regarding the Products, which includes that
[PARTY A] disclaims to the [fullest] extent authorized by Law any and all [other] warranties, whether express or implied, including any implied warranties of [title, non-infringement, quiet enjoyment, integration,] merchantability or fitness for a particular purpose.
No Warranty
"As-Is". The [Licensed] Software is provided "as is," with all faults, defects, bugs, and errors.
No Warranty. Unless otherwise listed in this agreement,
[PARTY A] does not make any warranty regarding the [Licensed] Software, which includes that
[PARTY A] disclaims to the [fullest] extent authorized by Law any and all [other] warranties, whether express or implied, including any implied warranties of [title, non-infringement, quiet enjoyment, integration,] merchantability or fitness for a particular purpose.
No Warranty
"As-Is". Unless otherwise listed in this agreement, the Service is provided "as is," with all faults, defects, bugs, and errors.
No Warranty. Unless otherwise listed in this agreement,
[PARTY A] does not make any warranty regarding the Service, which includes that
[PARTY A] disclaims to the [fullest] extent authorized by Law any and all [other] warranties, whether express or implied, including any implied warranties of [title, non-infringement, quiet enjoyment, integration,] merchantability or fitness for a particular purpose.
No Warranty. [PARTY A] does not make any warranties of any kind, express or implied, with respect to the performance of the [DELIVERABLE], including any warranty
of merchantability, fitness for a particular purpose,
of non-infringement,
arising out of trade usage, course of dealing, or course of performance, or
warranty that the [DELIVERABLE] will be uninterrupted, always accessible, free of harmful components, accurate, or error-free.
No Other Warranty
"As-Is". The [PARTY A] Content is provided "as is," with all faults, defects, bugs, and errors.
No Warranty. Unless otherwise listed in this agreement,
[PARTY A] does not make any warranty regarding the [PARTY A] Content, which includes that
[PARTY A] disclaims to the [fullest] extent authorized by Law any and all [other] warranties, whether express or implied, including any implied warranties of [title, non-infringement, quiet enjoyment, integration,] merchantability or fitness for a particular purpose.
No Other Warranties
"As-Is". The [Licensed] Software is provided "as is," with all faults, defects, bugs, and errors.
No Warranty. Unless otherwise listed in this agreement,
[PARTY B] does not make any warranty regarding the Services or Deliverables, which includes that
[PARTY B] disclaims to the [fullest] extent authorized by Law any and all [other] warranties, whether express or implied, including any implied warranties of [title, non-infringement, quiet enjoyment, integration,] merchantability or fitness for a particular purpose.
Third Party Actions. [PARTY B] does not and cannot control the flow of data over internet services provided or controlled by third parties, and will not have any liability for losses or damages resulting from downtime or disruptions caused by third parties.
No Warranty
"As-Is". Unless otherwise listed in this agreement, the [Premise / Equipment] is provided "as is," with all faults, defects, bugs, and errors.
No Warranty. Unless otherwise listed in this agreement,
[PARTY A] does not make any warranty regarding the [Premise / Equipment], which includes that
[PARTY A] hereby disclaims to the [fullest] extent authorized by Law any and all [other] warranties, whether express or implied, including any implied warranties of [title, non-infringement, quiet enjoyment, integration,] merchantability or fitness for a particular purpose.
No Warranty - What the Courts Say…
While not all courts will accord the warranty clause a great amount of weight, some, such as the Supreme Court of Delaware, do enforce it "vigorously." ("On Contracts", citing RAA Mgmt., LLC v. Savage Sports Holdings, Inc., No. 577, 2011 (Del. May 18, 2012)).
Market Standard
A study of EULAs by Hillman and Barakat showed "that virtually all of the websites and End User License Agreements (EULAs) we sampled include express warranties on the website and disclaimers of the warranties in the EULAs that may erase all or much of the quality protection."
Warranties and Disclaimers in the Electronic Age. Hillman, Robert A. and Barakat, Ibrahim, Cornell Law Faculty Publications, Paper 19 (2009). Frank Politano, author of Drafting License Agreements (Vol1) notes that "[s]oftware vendors regard the implied warranties as particularly inapplicable to computer software. Though appropriate for products like refrigerators (which buyers reasonably expect to chill or freeze food), the concept of "merchantability" is more problematic in the context of computer software. Because software is complex and rarely error-free, there is far less consensus on what may be "ordinary purposes" for which it is used or what may constitute fitness for those purposes."
Alternative 1 - Express Disclaimers
1.1. Disclaimer of Warranties. [Licensor] disclaims to the [fullest] extent authorized by law any and all [other] warranties, whether express or implied, including, without limitation, any implied warranties of [title, non-infringement, quiet enjoyment, integration,] merchantability or fitness for a particular purpose. Without limitation of the foregoing, [Licensor] expressly does not warrant that:
(a) the software will meet your requirements [or expectations];
(b) the software or the software content] will be free of bugs, errors, viruses or other defects;
(c) any results, output, or data provided through or generated by the software will be accurate, up-to-date, complete or reliable;
(d) the software will be compatible with third party software;
(e) any errors in the software will be corrected.
Alternative 2 - Licensee Bears Responsibility
1.2. Software Quality. [Licensee] assumes all responsibility for selecting the software and for the results obtained from the use of the software. [Licensee] shall bear the entire risk as to the quality and the performance of the software.