Warranty Disclaimer & 'As-Is' Provision
Under commercial law (like the UCC), sellers automatically warrant that goods and software are fit for standard use unless explicitly disclaimed in bold, capitalized, conspicuous text. Missing this clause leaves vendors liable for system outages and software bugs.
Plain-English Definition
A warranty disclaimer eliminates express and statutory implied warranties—such as merchantability, fitness for a particular purpose, and uninterrupted uptime—providing products or software strictly on an 'as-is' and 'as-available' basis.
Standard vs. Protective Language
Compare typical counterparty-favored phrasing against our attorney-approved balanced alternative.
⚠ Often leaves you exposed to uncapped liabilities or third-party indemnities without defense control.
Dangerous Red Flags in this Clause
If you spot any of these phrases or omissions in your contract, pause and propose counter-language immediately:
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Frequently Asked Questions
Why are warranty disclaimers almost always written in ALL CAPS?
The Uniform Commercial Code (UCC) and contract case law require warranty disclaimers to be 'conspicuous.' Courts have historically held that bold, capitalized text satisfies the conspicuousness standard so buyers cannot claim they missed it.
Can you disclaim intentional fraud or gross negligence?
No. Contractual disclaimers cannot legally waive liability for intentional fraud, intentional misrepresentation, gross negligence, or statutory violations in virtually all common-law jurisdictions.
Agreements Containing This Clause
Commercial and employment contracts where the Warranty Disclaimer & 'As-Is' Provision is routinely included and negotiated.
SaaS Agreement & Master Terms of Service
A complete guide to SaaS contract risks: limitation of liability, uptime SLAs, data ownership, auto-renewals, and IP protection.
Master Services Agreement (MSA)
Complete guide to MSAs: Statement of Work (SOW) hierarchies, indemnification caps, IP carve-outs, and payment term traps.
Intellectual Property (IP) Licensing Agreement
Navigate exclusive vs non-exclusive licenses, royalty calculations, sublicensing rights, field-of-use restrictions, and reversion clauses.
Master Consulting Services Agreement (MSA)
Navigate consulting agreements: statements of work (SOW), warranties, IP licensing, contractor status, and dispute resolution.
Related Companion Clauses
When redlining this provision, review these related clauses to prevent unintended liability shifts.
Limitation of Liability (LoL)
A Limitation of Liability clause caps the maximum financial exposure either party can face in a lawsuit and disclaims indirect, punitive, and consequential damages (like lost profits).
Indemnification Clause
An indemnification clause (also called a 'hold harmless' provision) is a contractual agreement where one party promises to pay for legal costs, damages, or settlements incurred by the other party from third-party lawsuits.