By Merchant. 8.3.1 Merchant represents and warrants that it has the appropriate license, right, title or interest to all Merchant Trademarks and other Intellectual Property provided by Merchant or on Merchant’s behalf.
8.3.2 Merchant hereby represents, warrants and covenants to BlueSnap for the duration of the Term that: (i) to the best of Merchant’s knowledge, the Products do not and will not infringe upon any intellectual property rights of any third party and that it has the right to sell the Products through the Services; (ii) any digital files uploaded onto or used via the Services have been tested and are free of any virus, Trojan, malware, spyware, keylogger, adware or any other malicious script or programming function that may cause harm, slowdown, interruption or malfunction to any computer system; (iii) the Products are not illegal and do not contravene the BlueSnap list of prohibited items, as may be amended from time to time and do not violate any export/import control laws over national borders including but not limited to US, Canadian and EU legislation relating to data encryption technology; and (iv) it has taken commercially reasonable steps to ensure the security of End-User Customer Information controlled by or provided to Merchant (“
By Merchant. Merchant will defend, indemnify and hold BlueSnap and its affiliates, directors, officers, employees, and agents harmless against any Claims against BlueSnap arising out of (i) Merchant’s breach of this Agreement regarding the Products(s) or Services hereunder, including but not limited to breach of Sections 8.3 and 13, the Products’ description, fitness, merchantability, and safety, (ii) Product warranties (iii) Claims related to End-User Customer use of the Products; and (iv) any Claim involving misuse or loss of End-User Customer Information by Merchant including loss due to security breach; and (v) any Claim relating to any taxes chargeable or payable on the transaction; and (vi) in respect of any Claim, penalty, fine or loss relating to any improper, unauthorized, illegal, and/or fraudulent transactions; and (vii) act of negligence, any third party claim in respect of Intellectual Property, or title to the Products, actions in breach of Card Association rules, provided that for the above, BlueSnap (a) promptly gives written notice of the Claim to Merchant; (b) gives Merchant sole control of the defense and settlement of the Claim; and (c) provides to Merchant, at Merchant’s cost, all reasonable assistance requested by Xxxxxxxx. Such indemnity shall include all reasonable legal fees and costs of investigation.
By Merchant. Merchant hereby represents and warrants to Givex that: (a) it has all requisite corporate power to enter into this Terms and Conditions and to carry out the terms of this Terms and Conditions; (b) all corporate action on the part of Merchant, its Affiliates and subsidiaries, officers, directors and stockholders necessary for the performance of its obligations under this Terms and Conditions has been taken; (c) this Terms and Conditions constitutes a valid and legally binding obligation, enforceable against it in accordance with the terms hereof; (d) it is a business in good standing in its jurisdiction of registration or incorporation; (e) it has not received or is not subject to any bankruptcy notice or proceeding;
By Merchant. You may terminate your use of the Services at any time. Merchant may terminate its acceptance of American Express at any time upon notice.
By Merchant. Merchant will defend, indemnify and hold BlueSnap and its affiliates, directors, officers, employees, and agents harmless against any Claims against BlueSnap arising out of (i) Merchant’s breach of this Agreement, (ii) Product warranties, description, fitness, merchantability, and safety (iii) Claims related to End-User Customer use of the Products; and
By Merchant. Merchant represents and warrants that it (i) has full power and authority under all relevant laws and regulations to offer, sell and distribute the products offered by it, including but not limited to holding all necessary licenses from all necessary jurisdictions to engage in the advertising and sale of such products, and (ii) will not engage in any activities: (A) that constitute or encourage a violation of any applicable law or regulation, including but not limited to the sale of illegal goods or the violation of export control or obscenity laws; (B) that infringe the rights of any third party, including but not limited to the intellectual property, business, contractual or fiduciary rights of others; and (C) that are in any way connected with the transmission of the unsolicited distribution of email or with any unethical marketing practices.
By Merchant. 8.3.1 Merchant represents and warrants that by entering into this Agreement it is not in breach or contravention of any other agreement, contractual, legal or regulatory obligation.
8.3.2 Merchant represents and warrants that it has the appropriate license, right, title or interest to all Merchant Trademarks and other Intellectual Property provided by Merchant or on Merchant’s behalf.
8.3.3 Merchant hereby represents, warrants and covenants to BlueSnap for the duration of the Term that: (i) to the best of Merchant’s knowledge, the Products do not and will not infringe upon any intellectual property rights of any third party and that it has the right to sell the Products through the Services; (ii) any digital files uploaded onto or used via the Services have been tested and are free of any virus, Trojan, malware, spyware, keylogger, adware or any other malicious script or programming function that may cause harm, slowdown, interruption or malfunction to any computer system; (iii) the Products are not illegal and do not contravene the BlueSnap list of prohibited items, as may be amended from time to time and do not violate any export/import control laws over national borders including but not limited to US, Canadian and EU legislation relating to data encryption technology; and (iv) it has taken commercially reasonable steps to ensure the security of End-User Customer Information controlled by or provided to Merchant (“
By Merchant. Merchant agrees to indemnify and hold harmless Yahoo! and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents from any claim or demand, including reasonable attorneys’ fees, made by any third party to the extent that such claim or demand is based on, or arises out of, (i) any products offered, distributed or sold by Merchant in connection with the Service; (ii) any mistake, error or omission made by Merchant, including but not limited to data corruption or wrongful disclosure of Customer Order Information; or (iii) any alleged violation of any rights of another that results from Merchant’s use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used by Merchant; provided, however, that in any such case: (A) Yahoo! provides Merchant with prompt notice of any such claim; (B) Yahoo! permits Merchant to assume and control the defense of such action, with counsel chosen by Merchant (who will be reasonably acceptable to Yahoo!); and (C) Merchant does not enter into any settlement or compromise of any such claim without Yahoo!’s prior written consent, which consent will not be unreasonably withheld. It is understood and agreed that Yahoo! will not be required to edit or review for accuracy or appropriateness any content provided by Merchant.
By Merchant. Merchant will defend, indemnify and hold BlueSnap and its affiliates, directors, officers, employees, and agents harmless against any Claims against BlueSnap arising out of (i) Merchant’s breach of this Agreement, (ii) Product warranties, description, fitness, merchantability, and safety (iii) Claims related to End-User Customer use of the Products; and (iv) any Claim involving misuse or loss of End-User Customer Information by Merchant including loss due to security breach including any breach of PCI-DSS requirements; and (v) any Claim relating to any taxes chargeable or payable on the transaction; and (vi) in respect of any Claim, penalty, fine or loss relating to any improper, unauthorized, illegal, and/or fraudulent transactions; and (vii) act of negligence, any third party claim in respect of Intellectual Property, or title to the Products, actions in breach of Card Association rules, provided that for the above, BlueSnap (a) promptly gives written notice of the Claim to Merchant; (b) gives Merchant sole control of the defense and settlement of the Claim; and (c) provides to Merchant, at Merchant’s cost, all reasonable assistance requested by Xxxxxxxx. Such indemnity shall include all reasonable legal fees and costs of investigation.
By Merchant. Merchant will defend, indemnify and hold BlueSnap and its affiliates, directors, officers, employees, and agents harmless against any Claims against BlueSnap arising out of (i) Merchant’s breach of this Agreement regarding the Products(s) or Services hereunder, including but not limited to breach of Sections 8.3 and 13, (ii) Product warranties (iii) Claims related to End- User Customer use of the Products; and (iv) any Claim involving misuse or loss of End-User Customer Information by Merchant including loss due to security breach; and (v) any Claim relating to any taxes chargeable or payable on the transaction; and (vi) in respect of any Claim, penalty, fine or loss relating to any improper, unauthorized, illegal, and/or fraudulent transactions; and (vii) act of negligence, actions in breach of Card Association rules, provided that for the above, BlueSnap (a) promptly gives written notice of the Claim to Merchant; (b) gives Merchant sole control of the defense and settlement of the Claim; and (c) provides to Merchant, at Merchant’s cost, all reasonable assistance requested by Xxxxxxxx. Such indemnity shall include all reasonable legal fees and costs of investigation.
