Warranty disclaimers limit implied warranties that would otherwise apply automatically to products and services. Without disclaimers, sellers provide implied warranties of merchantability (suitable for ordinary purposes) and fitness for particular purpose (suitable for buyer's specific needs). These implied warranties create liability when products fail to meet quality standards—particularly problematic for software, which inherently contains bugs. AS-IS disclaimers eliminate implied warranties, limiting sellers to only express warranties they explicitly provide.
What Implied Warranties Does Disclaimer Eliminate?
Implied Warranties Under UCC
| Warranty | What It Means | Risk If Not Disclaimed |
|---|---|---|
| Merchantability | Product fit for ordinary purposes | Liable for any defect affecting normal use |
| Fitness for Particular Purpose | Suitable for buyer's specific needs | Liable if product doesn't meet communicated requirements |
| Non-Infringement | Product doesn't violate IP rights | Liable for third-party IP claims |
| Title | Seller has right to sell | Liable if ownership disputed |
Warranty Disclaimer Template (UCC-Compliant)
**DISCLAIMER OF WARRANTIES.** THE SOFTWARE/SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, [COMPANY] DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (a) IMPLIED WARRANTIES OF MERCHANTABILITY; (b) IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE; (c) IMPLIED WARRANTIES OF NON-INFRINGEMENT; AND (d) ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. [COMPANY] DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Critical: Notice the ALL CAPS formatting. UCC requires disclaimers to be "conspicuous" to be enforceable. Buried fine print disclaimers fail.
Conspicuousness Requirements
What Makes a Disclaimer Conspicuous?
| Method | Effectiveness | Best Practice |
|---|---|---|
| ALL CAPITALS | Strong | Use for key sentences |
| Bold text | Strong | Combine with caps for emphasis |
| Larger font size | Moderate | At least 2 points larger than body |
| Contrasting color | Moderate | Red or bold color against body text |
| Separate initialed section | Strongest | "[Initials]___ I acknowledge AS-IS terms" |
For clickwrap agreements: Disclaimer must appear before the "Accept" button, not buried in linked terms. Courts scrutinize whether users actually see disclaimers before agreeing.
Express Warranty + Disclaimer Combination
Pure AS-IS with no express warranties is harsh. Most sellers provide limited express warranties while disclaiming implied warranties:
**LIMITED WARRANTY.** [Company] warrants that: (a) the Software will substantially conform to the Documentation for ninety (90) days from delivery; and (b) Services will be performed in a professional manner consistent with industry standards. **EXCLUSIVE REMEDY:** Customer's sole remedy for breach of this warranty is, at [Company]'s option: (i) repair or replacement of non-conforming Software; or (ii) refund of fees paid for non-conforming Services. **THIS LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.** EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.
When Disclaimers Cannot Apply
- Consumer goods with written warranties: Magnuson-Moss Act restricts disclaimers
- Some state consumer protection laws: Certain states prohibit implied warranty disclaimers on consumer goods
- Express promises: Disclaimers cannot negate explicit representations in sales materials
- Fraud: Cannot disclaim liability for fraudulent misrepresentation
Add this fallback: "Some jurisdictions do not allow implied warranty disclaimers. Where prohibited, implied warranties are limited to the minimum period required by law."
Frequently Asked Questions About Warranty Disclaimers
Why are disclaimers important for software?
Software inherently contains bugs—perfect operation is impossible. Without disclaimers, any bug could trigger implied warranty breach. Disclaimers set realistic expectations that software is provided AS-IS, and express warranties (if any) define the limited commitments.
Do I need "AS IS" or can I use other language?
"AS IS" and "WITH ALL FAULTS" are specifically recognized by UCC. Other language can work but requires explicitly mentioning merchantability to disclaim that warranty. "AS IS" is safest because it's universally recognized as warranty disclaimer language.
Can I disclaim all warranties including express ones?
You cannot disclaim warranties you expressly make. If your marketing promises "99.9% uptime," disclaimer cannot eliminate that commitment. Disclaimers eliminate implied warranties and can limit express warranty scope, but cannot contradict explicit promises.
What about B2B vs B2C transactions?
B2B disclaimers are broadly enforceable; B2C has more restrictions. Consumer protection laws limit disclaimers for consumer goods in many jurisdictions. For B2C, consider providing limited express warranty rather than pure AS-IS to maintain customer relationships and comply with consumer laws.
Can AI help draft warranty disclaimers?
Yes, AI tools like River's Warranty Disclaimer Generator produce UCC-compliant clauses. Select product type (software, services, goods), transaction context (B2B, B2C), and express warranty preferences. The AI generates properly formatted, conspicuous disclaimers ready for your agreement.
AI-powered warranty disclaimer generation produces enforceable AS-IS provisions with proper formatting. Use River's Warranty Disclaimer Generator to create professional disclaimers that limit implied warranty exposure.