⚖️ LEGAL GUIDE
The Legal Limits of Disclaiming Warranties

Federal & California law requirements, enforceability standards, and when disclaimers fail in court

📋 Quick Summary: What You Need to Know
ℹ️ Core Principle

Disclaimers of warranties CAN limit or eliminate certain liabilities—but ONLY if they comply with strict federal and state law requirements. Courts frequently strike down disclaimers that are hidden, contradictory, unconscionable, or violate consumer protection statutes.

Key Points at a Glance
⚖️
Conspicuousness Required

Disclaimers must be in BOLD, UPPERCASE, or otherwise clearly visible—not buried in fine print.

📝
Specific Language Needed

Must mention "merchantability" and "fitness" by name to disclaim those implied warranties.

🚫
Cannot Contradict Express Warranties

If you promise "99% uptime," disclaimers that negate that promise are unenforceable.

🛡️
Consumer Protections Override

Federal Magnuson-Moss Act and state consumer laws limit disclaimers in consumer transactions.

⚠️
Fraud Cannot Be Disclaimed

Disclaimers do not protect sellers from liability for fraud, misrepresentation, or concealed defects.

⚖️
Unconscionability Doctrine

Courts strike down one-sided disclaimers in "take-it-or-leave-it" consumer contracts.

Who This Guide Is For
🏢 Businesses & Sellers
  • E-commerce merchants
  • SaaS and software companies
  • AI and technology providers
  • Manufacturers and distributors
  • Professional service providers
👤 Buyers & Consumers
  • Businesses purchasing products/services
  • Consumers challenging disclaimers
  • Plaintiffs in breach of warranty cases
  • Anyone reviewing "AS IS" contracts
⚠️ California-Specific Focus

This guide emphasizes California Commercial Code § 2316 and Song-Beverly Consumer Warranty Act, but the principles apply broadly across U.S. jurisdictions through the Uniform Commercial Code (UCC).

🇺🇸 Federal vs. State Law Framework
Federal: Magnuson-Moss Warranty Act

Citation: 15 U.S.C. § 2301 et seq.

ℹ️ Key Federal Rule

If a seller provides ANY written warranty to a consumer for a consumer product, the seller CANNOT disclaim implied warranties entirely. The seller can only limit the duration of implied warranties to the duration of the written warranty—and must do so conspicuously. (15 U.S.C. § 2308)

Magnuson-Moss Applicability:
  • Applies to: Consumer products (tangible personal property normally used for personal, family, or household purposes)
  • Requires: Written warranties labeled as "full" or "limited"
  • Disclosure requirements: Clear terms, remedy procedures, and no deceptive practices
  • Enforcement: Consumers can sue for violations; attorneys' fees may be awarded
What Magnuson-Moss Prevents:
  • ❌ Disclaiming all implied warranties when a written warranty exists
  • ❌ Misleading warranty disclaimers in consumer product sales
  • ❌ Hidden or inconspicuous limitation of implied warranty duration
California State Law
California Commercial Code § 2316

Mirrors: UCC § 2-316 (adopted in all 50 states with variations)

Key California Requirements:
  • Merchantability disclaimer: Must mention "merchantability" by name; if written, must be conspicuous
  • Fitness disclaimer: Must be in writing and conspicuous; can use language like "THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF"
  • "As is" clauses: Can disclaim implied warranties if conspicuous and clear
  • Express warranties: Cannot be disclaimed if they contradict explicit promises
Song-Beverly Consumer Warranty Act

Citation: Cal. Civil Code § 1790 et seq.

🚫 Mandatory Consumer Protections

The Song-Beverly Act provides mandatory warranties for consumer goods sold in California. Disclaimers that attempt to eliminate these statutory protections are VOID. This includes "Lemon Law" protections for vehicles and other consumer products.

Song-Beverly Key Points:
  • Applies to consumer goods sold to California residents
  • Requires manufacturers to service or replace defective goods
  • Provides for civil penalties and attorney's fees for violations
  • Disclaimers cannot override statutory warranty obligations
  • Especially important for automotive sales ("Lemon Law")
Federal vs. State Law Interaction
Aspect Federal (Magnuson-Moss) California State Law
Scope Consumer products with written warranties All sales of goods; broader coverage
Implied Warranty Disclaimers Cannot fully disclaim if written warranty given Can disclaim if conspicuous + proper language
Consumer Goods Song-Beverly adds mandatory protections Song-Beverly mandatory warranties cannot be disclaimed
B2B Transactions Generally not covered UCC rules apply; more flexibility for disclaimers
Enforcement FTC + private lawsuits State courts + private lawsuits
📜 Legal Requirements for Valid Disclaimers
✅ The Golden Rule

For a disclaimer to be enforceable, it must be: (1) Conspicuous, (2) Clear and unambiguous, (3) Use specific statutory language, (4) Not contradict express warranties, and (5) Not violate public policy or consumer protection laws.

1. Conspicuousness Requirement

Definition (Cal. Com. Code § 1201(b)(10)): A term is conspicuous if it is written or displayed in a way that a reasonable person against whom it is to operate ought to have noticed it.

✅ Conspicuous (Likely Enforceable):
  • BOLD, UPPERCASE HEADINGS: "DISCLAIMER OF WARRANTIES"
  • Contrasting color or larger font size
  • Separate paragraph with whitespace around it
  • Pop-up or check-box acceptance in e-commerce (clickwrap)
  • First page of contract or immediately before signature line
❌ Not Conspicuous (Likely Unenforceable):
  • Buried in fine print on page 40 of a 50-page contract
  • Hidden behind multiple hyperlinks (browsewrap)
  • Same font size and style as surrounding text
  • Overshadowed by contradictory marketing statements
  • Added after contract formation or purchase
2. Specific Statutory Language
To Disclaim Implied Warranty of Merchantability:
📝 Required Language

Must mention "merchantability" by name. Example: "SELLER SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY." Alternatively, use "AS IS" or "WITH ALL FAULTS" language if conspicuous.

To Disclaim Implied Warranty of Fitness for Particular Purpose:
📝 Required Language

Must be in writing and conspicuous. Example: "THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF" or "SELLER MAKES NO WARRANTY THAT THE GOODS ARE FIT FOR ANY PARTICULAR PURPOSE."

"AS IS" / "WITH ALL FAULTS" Language:
  • Recognized method for disclaiming implied warranties
  • Must still be conspicuous (e.g., "SOLD 'AS IS' AND 'WITH ALL FAULTS'")
  • Does not disclaim express warranties or protect from fraud
  • Effective in both B2B and consumer contexts (if conspicuous)
3. Non-Contradiction with Express Warranties
🚫 Disclaimers Cannot Negate Express Promises

If your marketing states "99.9% uptime guaranteed" or "this AI achieves 98% accuracy," disclaimers that attempt to disclaim "all express or implied warranties" are ineffective as to those specific promises. Courts uphold the express warranty and strike down contradictory disclaimers.

Express Warranty Creation (UCC § 2-313):
  • Affirmation of fact: "This software will reduce processing time by 50%"
  • Promise: "Guaranteed to work with all major operating systems"
  • Description: "Premium-grade, organic ingredients"
  • Sample/model: Showing a prototype that becomes basis of the bargain
4. Clear and Unambiguous Language
❌ Ambiguous (Problematic):
  • "Seller makes no guarantees of any kind"
  • "Product quality may vary"
  • "We are not responsible for results"
✅ Clear (Enforceable):
  • "SELLER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE"
  • "THIS PRODUCT IS PROVIDED 'AS IS' WITHOUT ANY WARRANTY WHATSOEVER"
  • "NO EXPRESS OR IMPLIED WARRANTIES ARE MADE REGARDING PERFORMANCE, ACCURACY, OR RESULTS"
5. Compliance with Public Policy
Disclaimers CANNOT Disclaim:
  • ❌ Fraud or intentional misrepresentation
  • ❌ Gross negligence or willful misconduct
  • ❌ Statutory consumer protections (Magnuson-Moss, Song-Beverly)
  • ❌ Personal injury or property damage in consumer contexts (may violate public policy)
  • ❌ Obligations under health, safety, or regulatory statutes
⚖️ Express vs. Implied Warranties
Express Warranties
What Creates an Express Warranty?

Under UCC § 2-313 / Cal. Com. Code § 2313:

  • Affirmation of fact or promise: Any statement about the goods that becomes part of the basis of the bargain
  • Description of goods: "Enterprise-grade server," "100% cotton," "AI-powered analytics"
  • Sample or model: Showing a demo or prototype that the buyer relies on
⚠️ Seller's Intent Irrelevant

Courts don't care if the seller "didn't intend" to create a warranty. If the buyer reasonably relied on a statement as a guarantee, it's an express warranty—even if the seller later disclaims it.

Examples of Express Warranties:
Statement Express Warranty? Why?
"99.9% uptime guarantee" ✅ YES Specific performance promise
"This AI achieves 95% accuracy" ✅ YES Affirmation of fact about quality
"Best software on the market" ❌ NO (puffery) Subjective opinion, not verifiable
"Works with all major browsers" ✅ YES Description/compatibility promise
"You'll love this product!" ❌ NO (puffery) Opinion, not factual promise
Can You Disclaim Express Warranties?
🚫 Generally NO

Once created, express warranties cannot be disclaimed if the disclaimer contradicts the promise. If disclaimers conflict with an express warranty, courts uphold the warranty and void the disclaimer. The only way to "disclaim" is to not make the promise in the first place.

Implied Warranties
Implied Warranty of Merchantability (UCC § 2-314)

Automatic for merchants: Arises by operation of law when a merchant sells goods of the kind they regularly deal in.

Merchantability Means Goods Must:
  • Pass without objection in the trade
  • Be fit for the ordinary purposes for which such goods are used
  • Be of even kind, quality, and quantity within each unit
  • Be adequately contained, packaged, and labeled
  • Conform to promises or affirmations on the container/label
To Disclaim Merchantability:
  • Must mention "merchantability" by name
  • If in writing, must be conspicuous
  • Can use "AS IS" or "WITH ALL FAULTS" if conspicuous
  • Example: "SELLER DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY"
Implied Warranty of Fitness for Particular Purpose (UCC § 2-315)

Arises when:

  • Seller has reason to know buyer's particular purpose
  • Buyer is relying on seller's skill/judgment to select suitable goods
  • Example: Buyer tells seller "I need software to process 1 million transactions per day" and seller recommends Product X
To Disclaim Fitness Warranty:
  • Must be in writing
  • Must be conspicuous
  • Can use language like: "NO WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE"
  • "AS IS" language can also disclaim fitness if conspicuous
Express vs. Implied: Side-by-Side Comparison
Factor Express Warranty Implied Warranty
Source Seller's explicit statements/promises Operation of law (UCC)
Creation Affirmation, description, sample/model Automatic (merchantability for merchants)
Can be disclaimed? ❌ NO (if contradicts promise) ✅ YES (with proper language + conspicuousness)
Required language N/A (cannot disclaim) Must mention "merchantability" or "fitness"
Examples "99% uptime," "works with all browsers" Product must be fit for ordinary use
⚠️ When Disclaimers Fail: Plaintiff Strategies
🚫 Disclaimers Are NOT Bulletproof

Courts regularly strike down disclaimers for being hidden, contradictory, unconscionable, or in violation of consumer protection laws. Plaintiffs have multiple avenues to challenge disclaimers and recover damages.

Top Reasons Disclaimers Fail
1. Lack of Conspicuousness

Plaintiff argument: The disclaimer was buried in fine print, hidden in a browsewrap link, or overshadowed by marketing claims.

  • Evidence: Show website screenshots, contract formatting, or user experience demonstrating disclaimers were not visible
  • Standard: Would a reasonable person have noticed the disclaimer?
  • Outcome: If not conspicuous, disclaimer is void
2. Contradiction with Express Warranty

Plaintiff argument: Seller made specific promises (in marketing, sales materials, or contract) that contradict disclaimers.

  • Evidence: Product brochures, website copy, sales emails, pitch decks stating performance guarantees
  • Rule: Express warranties override contradictory disclaimers
  • Example: Marketing says "guaranteed 99% uptime" but contract says "no warranties whatsoever"
  • Outcome: Express warranty upheld; disclaimer void
3. Unconscionability

Two-part test (UCC § 2-302, Cal. Civil Code § 1670.5):

A. Procedural Unconscionability (How formed):
  • Unequal bargaining power (consumer vs. large corporation)
  • "Take-it-or-leave-it" contract of adhesion
  • Hidden terms or no opportunity to negotiate
  • High-pressure sales tactics
B. Substantive Unconscionability (Content):
  • One-sided terms that heavily favor one party
  • Disclaimers that leave buyer with no meaningful remedy
  • Overly broad disclaimers (e.g., "seller not liable for anything, ever")
⚖️ Courts' Sliding Scale

Courts use a "sliding scale"—the more procedurally unconscionable (e.g., hidden, adhesive), the less substantive unconscionability needed, and vice versa. If both present to some degree, disclaimers can be struck down.

4. Violation of Consumer Protection Statutes
Federal: Magnuson-Moss Act
  • Plaintiff shows seller gave written warranty to consumer
  • Disclaimers attempt to eliminate implied warranties entirely
  • Violates 15 U.S.C. § 2308 → disclaimer void
California: Song-Beverly Act
  • Disclaimers attempt to eliminate mandatory statutory warranties
  • Especially common in automotive "Lemon Law" cases
  • Disclaimers that conflict with Song-Beverly are unenforceable
5. Fraud or Concealment of Known Defects

Plaintiff argument: Seller knowingly concealed defects or made fraudulent statements.

  • Rule: Disclaimers do NOT protect against fraud
  • Example: Car dealer sells vehicle "as is" but intentionally hides knowledge of blown engine
  • Outcome: "As is" clause does not bar fraud claim; plaintiff can recover
6. No Mutual Assent / Lack of Notice

Plaintiff argument: Never agreed to or had notice of disclaimers.

  • Browsewrap: Disclaimers only accessible via small hyperlink user never clicked
  • Post-purchase addition: Disclaimers added after contract formation
  • No signature: Buyer never signed or acknowledged disclaimers
  • Outcome: No "meeting of the minds" → disclaimer not binding
Plaintiff Litigation Strategies
  • Forensic contract analysis: Review all versions of contract, marketing materials, emails to find contradictions
  • Expert testimony: UX expert to show disclaimers were inconspicuous on website
  • Discovery: Request internal company emails showing seller knew of defects but concealed them
  • Statutory violations: Cite Magnuson-Moss, Song-Beverly, or state UDAP (Unfair/Deceptive Acts & Practices) statutes
  • Unconscionability motion: File motion to strike disclaimers as unconscionable under § 2-302
  • Class action: If disclaimers systematically harm consumers, consider class certification
When Disclaimers ARE Likely to Be Upheld
✅ Disclaimer Likely Valid If:

(1) B2B transaction between sophisticated parties, (2) Disclaimers are conspicuous and mention "merchantability/fitness," (3) No express warranties contradict disclaimers, (4) No consumer protection statutes apply, (5) No fraud or concealment, (6) Buyer affirmatively acknowledged/signed disclaimers.

📝 Drafting Best Practices for Businesses
✅ Goal: Create Enforceable Disclaimers

Follow these best practices to maximize the likelihood your disclaimers will withstand judicial scrutiny.

1. Use Specific, Unambiguous Language
✅ DO:
  • Specifically mention "merchantability" and "fitness for a particular purpose"
  • Use clear, direct language: "SELLER DISCLAIMS ALL IMPLIED WARRANTIES"
  • Include "AS IS" and "WITH ALL FAULTS" if appropriate
  • Define key terms if necessary (e.g., what "defect" means)
❌ DON'T:
  • Use vague language like "no guarantees of quality"
  • Fail to mention "merchantability" when disclaiming it
  • Use legalese that average person cannot understand
Sample Language (LLC/Corporation Sale):

DISCLAIMER OF WARRANTIES. THE PRODUCTS ARE PROVIDED "AS IS" AND "WITH ALL FAULTS." SELLER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. SELLER MAKES NO REPRESENTATION OR WARRANTY REGARDING THE PRODUCTS' PERFORMANCE, QUALITY, OR SUITABILITY FOR BUYER'S INTENDED USE.

2. Ensure High Visibility (Conspicuousness)
Formatting Techniques:
  • UPPERCASE HEADINGS: "DISCLAIMER OF WARRANTIES"
  • Bold text: Make entire disclaimer section bold
  • Larger font: 14pt+ for disclaimer vs. 11pt for body text
  • Color contrast: Red or blue text on white background
  • Separate section: Dedicated paragraph with whitespace
  • Page 1 placement: Put disclaimers early in contract, not buried at end
E-commerce / Digital Contracts:
  • Clickwrap: Require user to check "I agree" box directly under disclaimers
  • Pop-up: Display disclaimers in modal window before checkout
  • Scroll-through: Require user to scroll through disclaimers before "Accept" button activates
  • Confirmation email: Repeat disclaimers in order confirmation
⚠️ Avoid Browsewrap

Disclaimers hidden behind small "Terms of Service" links at bottom of webpage (browsewrap) are frequently deemed inconspicuous and unenforceable. Always use clickwrap or sign-in wrap for consumer-facing disclaimers.

3. Be Consistent Throughout Contract
❌ Common Mistake:
  • Marketing materials promise "99% uptime guaranteed"
  • Contract Section 5 states "guaranteed availability"
  • Contract Section 15 disclaims "all warranties"
  • Result: Express warranty in Sections 5 overrides disclaimer in Section 15
✅ Solution:
  • Audit all marketing, sales materials, website copy for warranty-creating language
  • Ensure disclaimers do NOT contradict any promises made elsewhere
  • If you provide service-level targets (e.g., "99% uptime goal"), make clear it's a target, not a warranty
  • Use integration clause: "This agreement is entire agreement; supersedes all prior statements"
4. Assess Federal & State Consumer Statutes
Questions to Ask:
  • Is this a consumer product under Magnuson-Moss? (If yes, cannot fully disclaim implied warranties if providing written warranty)
  • Does Song-Beverly apply? (California consumer goods—disclaimers cannot override mandatory protections)
  • Are there industry-specific regulations (e.g., FTC Used Car Rule, FCC equipment rules)?
  • Is the buyer in a state with strong consumer protection laws?
Action Items:
  • If selling to consumers with written warranty: Limit (don't eliminate) implied warranty duration per Magnuson-Moss
  • If selling in California: Ensure disclaimers comply with Song-Beverly and Cal. Com. Code § 2316
  • Consult with attorney in target jurisdictions for multi-state sales
5. Obtain Affirmative Consent
Methods:
  • Signature line: Have buyer initial next to disclaimer section
  • Separate acknowledgment: "By signing below, Buyer acknowledges it has read and agrees to the Disclaimer of Warranties in Section 12"
  • Clickwrap acceptance: ☑ "I have read and agree to the warranty disclaimers"
  • E-signature: Require electronic signature with timestamp showing user accepted disclaimers
6. Avoid Blanket Exclusions of All Liability
❌ Overly Broad (Likely Unenforceable):

"Seller is not liable for anything under any circumstances, including fraud, negligence, or breach of contract."

✅ Properly Scoped:

"Seller disclaims all implied warranties of merchantability and fitness. This disclaimer does not limit Seller's liability for fraud, gross negligence, or personal injury caused by Seller's willful misconduct."

7. Industry-Specific Considerations
E-commerce Merchants:
  • Use clickwrap at checkout with conspicuous disclaimers
  • Include disclaimers in order confirmation email
  • For consumer goods, comply with Magnuson-Moss and Song-Beverly
SaaS & Software:
  • Disclaim uptime/availability unless offering SLA (Service Level Agreement)
  • Disclaim merchantability and fitness in dedicated "Warranties" section
  • For AI/ML: Disclaim accuracy, output quality, and fitness for specific use cases
B2B Transactions:
  • Greater flexibility to disclaim implied warranties
  • Ensure disclaimers are negotiated or clearly presented
  • Consider adding cap on damages (e.g., "liability limited to fees paid")
💻 E-commerce, SaaS & AI: Special Considerations
E-commerce Disclaimers
Clickwrap vs. Browsewrap
Type How It Works Enforceability
Clickwrap User must click "I agree" checkbox or button after being presented with terms ✅ HIGH - Courts generally enforce if terms are visible
Sign-in Wrap User clicks "Sign Up" or "Create Account" with notice that doing so accepts terms ✅ MODERATE-HIGH - Enforceable if notice is clear
Browsewrap Terms accessible only via small hyperlink (e.g., footer link to "Terms of Service") ❌ LOW - Often deemed inconspicuous and unenforceable
Best Practices for E-commerce:
  • Use clickwrap at checkout with disclaimers directly above "I agree" checkbox
  • Display disclaimers in pop-up or separate page (not just hyperlink)
  • Require scroll-through of full disclaimers before "Accept" button activates
  • Send order confirmation email repeating key disclaimers
  • Include disclaimers on product pages, not just buried in general Terms of Service
Return Policies vs. Warranty Disclaimers
ℹ️ Key Distinction

A return policy (e.g., "30-day return for full refund") is NOT the same as a warranty disclaimer. Return policies are voluntary seller policies. Warranty disclaimers attempt to limit legal liability. Disclaimers cannot override statutory return/refund rights in some states.

SaaS & Software Disclaimers
UCC Applicability to Software

Courts split on whether software is a "good" under the UCC or a "service." Many treat software licenses as mixed transactions (goods + services). Regardless:

  • Disclaimers should mention merchantability and fitness
  • Use "AS IS" language for maximum protection
  • Disclaim uptime, data integrity, and compatibility unless SLA provided
Common SaaS Disclaimers:

Sample SaaS Disclaimer Language:

THE SERVICES ARE PROVIDED "AS IS" AND "WITH ALL FAULTS." COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DATA WILL NOT BE LOST OR CORRUPTED.

Service Level Agreements (SLAs)
  • If you offer an SLA: Cannot disclaim all uptime/availability warranties—SLA creates express warranty
  • Remedy limitation: Often limit SLA breach remedy to service credits (e.g., "sole remedy is 10% service credit")
  • Exclusions: Disclaim liability for downtime due to third-party failures, force majeure, user error
AI & Machine Learning Disclaimers
Unique AI Challenges:
  • Output variability: AI/ML models produce probabilistic outputs that may vary
  • Bias & accuracy: Models may contain biases or produce inaccurate results
  • Evolving systems: Models updated over time; performance may change
  • Lack of explainability: "Black box" systems where exact reasoning is unclear
AI-Specific Disclaimer Considerations:
  • Disclaim accuracy guarantees: "AI outputs may contain errors; user must verify accuracy"
  • Disclaim fitness for critical use cases: "Not suitable for medical, legal, or safety-critical decisions without human review"
  • Disclaim bias-free outputs: "AI models may reflect biases in training data"
  • Disclaim consistency over time: "Model updates may change performance characteristics"
  • Disclaim liability for user reliance: "User assumes all risk for decisions based on AI outputs"
Sample AI Disclaimer:

AI Product Disclaimer:

THE AI SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COMPANY SPECIFICALLY DISCLAIMS ANY WARRANTY THAT AI OUTPUTS WILL BE ACCURATE, COMPLETE, OR FREE FROM ERRORS OR BIAS. USER ACKNOWLEDGES THAT AI MODELS PRODUCE PROBABILISTIC RESULTS THAT MAY VARY AND SHOULD NOT BE RELIED UPON FOR CRITICAL DECISIONS WITHOUT INDEPENDENT VERIFICATION. COMPANY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, INCLUDING FITNESS FOR MEDICAL, LEGAL, FINANCIAL, OR SAFETY-CRITICAL APPLICATIONS.

⚠️ AI Disclaimers Cannot Override Promises

If your marketing claims "95% accuracy guaranteed" or "bias-free AI," disclaimers cannot negate those express warranties. Align marketing claims with actual disclaimers, or risk liability.

Data & Privacy Disclaimers
What Can Be Disclaimed:
  • Implied warranties about data accuracy or completeness
  • Fitness of data for particular analytical purposes
  • Merchantability of data sets
What CANNOT Be Disclaimed:
  • ❌ Compliance with GDPR, CCPA, or other privacy laws (statutory obligations)
  • ❌ Liability for data breaches caused by gross negligence
  • ❌ Obligations under data processing agreements (DPAs)
🚫 Privacy Law Compliance is Mandatory

Disclaimers cannot eliminate duties imposed by privacy statutes. You cannot disclaim compliance with CCPA, GDPR, HIPAA, or other data protection laws. Disclaimers only address contractual warranties, not statutory obligations.

Beta/POC Disclaimers
Pilot Programs & Proof-of-Concept
  • Higher disclaimer enforceability: Courts recognize beta software is inherently unstable
  • Recommended language: "BETA SOFTWARE PROVIDED 'AS IS' FOR TESTING ONLY; NOT FOR PRODUCTION USE"
  • Transition to production: Ensure disclaimers are updated if beta becomes commercial product
Sample Beta Disclaimer:

THIS IS BETA SOFTWARE PROVIDED FOR TESTING PURPOSES ONLY. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BETA SOFTWARE MAY CONTAIN ERRORS, BUGS, AND SECURITY VULNERABILITIES. USER ASSUMES ALL RISK FOR USE OF BETA SOFTWARE.

📞 Get Legal Help with Warranty Disclaimers

Whether you're drafting disclaimers for your business or challenging disclaimers as a plaintiff, attorney guidance is essential to navigate the complex interplay of federal law, state law, and contract principles.

How I Can Help
📝
Contract Drafting

Draft enforceable warranty disclaimers tailored to your business, products, and jurisdictions.

⚖️
Compliance Review

Ensure disclaimers comply with Magnuson-Moss, Song-Beverly, UCC, and consumer protection laws.

🔍
Contract Audit

Review existing terms for contradictions, conspicuousness issues, and enforceability gaps.

💼
Plaintiff Representation

Challenge unenforceable disclaimers on grounds of unconscionability, fraud, or statutory violations.

🤝
Dispute Resolution

Negotiate settlements, mediate warranty disputes, or litigate breach of warranty claims.

🌐
E-commerce & Tech Focus

Specialized guidance for SaaS, AI, and digital product disclaimers in online transactions.

Practice Areas
  • Business Contracts: Terms of Service, End User License Agreements (EULAs), Master Service Agreements
  • E-commerce: Online sales disclaimers, consumer protection compliance, clickwrap agreements
  • Technology: SaaS agreements, AI product disclaimers, software licensing
  • Dispute Resolution: Breach of warranty litigation, consumer protection defense, fraud claims
  • International: Multi-jurisdiction contract review, CISG compliance, cross-border transactions
Ready to Discuss Your Situation?

Schedule a 30-minute consultation to review your warranty disclaimers, contract terms, or potential claims.

Email: owner@terms.law
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Sergei Tokmakov, Esq. | California Bar #279869
Email: owner@terms.law
Practice Focus: Business Contracts, Disputes, E-commerce, Technology Law