Warranty disclaimer
A clause that removes quality promises the law would otherwise imply, often by providing a product or service “as is.”
What it means
Beyond the promises written into a contract, US law can imply certain warranties automatically, especially for sales of goods. The best known are the implied warranty of merchantability (the product is fit for ordinary use) and of fitness for a particular purpose (it suits a need the seller knew about). A warranty disclaimer excludes these implied promises and any others not expressly stated.
Disclaimers appear in nearly every software license and SaaS agreement, often in capital letters, because many states require them to be conspicuous. A small business that buys a used delivery van “as is” generally cannot later complain that the transmission was worn, unless the seller made a specific promise or concealed a known defect.
Disclaimers favor the seller or provider. They usually cannot cancel express warranties made elsewhere in the same contract, and they generally do not protect against fraud. Enforceability varies: some states limit disclaimers in consumer sales, and other countries apply different rules. For pure services, implied warranties are less settled, so disclaimers matter most for goods and software.
What to watch for
- Check whether the disclaimer contradicts specific promises made elsewhere in the contract or in sales materials you relied on.
- See whether any express warranty remains, such as a performance or uptime commitment, and what remedy comes with it.
- Look for a separate non-reliance clause saying you did not rely on statements outside the contract, which can block claims based on sales pitches.
- Check whether the disclaimer is conspicuous and specifically mentions merchantability, since some states require that for it to work.
Example clause
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS,” AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
You get only the promises written into the contract, with no automatic guarantee the software suits your needs.