Warranty Disclaimer in SaaS Contracts: What 'As Is' Really Means
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.
Example Clause Pattern
"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."
What to Watch
- 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
How This Clause Works by Jurisdiction
California's Song-Beverly Consumer Warranty Act imposes implied warranties on consumer transactions that cannot be fully disclaimed. For B2B SaaS with commercial customers, warranty disclaimers are generally enforceable under California Commercial Code §2316, provided the disclaimer is conspicuous and the customer had an opportunity to review it.
Reviewed May 2026
Under New York UCC Article 2 (applied by analogy to software), implied warranties of merchantability and fitness for purpose can be disclaimed with conspicuous 'AS IS' language. Such disclaimers are enforceable between commercial parties in New York if prominently included in the signed contract.
Reviewed May 2026
The Consumer Rights Act 2015 imposes non-disclaimable implied terms for consumer contracts, including that digital content be of satisfactory quality. For B2B SaaS, warranty disclaimers are subject to UCTA 1977 reasonableness scrutiny. Liability for death or personal injury caused by negligence cannot be excluded under UCTA §2(1).
Reviewed May 2026
Jurisdiction-specific information is general in nature and not legal advice. See disclaimer.
Found in These Contracts
This clause commonly appears in the following contract types:
Negotiation Strategies
Negotiate an express warranty for basic functionality alongside the disclaimer
Ensure sales commitments and demo functionality are captured in the contract
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