Warranty Disclaimer

What This Clause Does

A warranty disclaimer is standard in almost every commercial software contract. It says the software is provided 'as is' — the vendor makes no warranties about fitness for your particular purpose, accuracy, or freedom from errors. This shifts significant risk to you as the customer.

This clause is rarely negotiable in standard SaaS agreements, but it's important to understand its implications. Pair it with the SLA and indemnification clauses to understand the full picture of what happens if the software doesn't perform as expected. The disclaimer makes your contractual remedies (from the SLA) your primary recourse.

What This Looks Like in a Contract

"THE SERVICE IS PROVIDED 'AS IS' AND 'AS AVAILABLE.' TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VENDOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT."

Red Flags to Watch For

• Disclaimer combined with a very limited liability cap creates a near-zero remedy for customer
• Disclaimer explicitly excludes any commitment about security or data integrity
• No SLA exists alongside the disclaimer, leaving no measurable reliability commitment
• Disclaimer applies even to the vendor's own representations made during the sales process

Negotiation Strategies