By Vendor. Vendor represents and warrants that: 13.2.1. it is in the business of providing the Services; 13.2.2. the Services are fit for the ordinary purposes for which they will be used; 13.2.3. it knows the particular purpose for which the Services are required by Citizens; 13.2.4. it is possessed of superior knowledge with respect to the Services; 13.2.5. it acknowledges that Citizens is relying on its representation of its experience and expert knowledge, and that any substantial misrepresentation may result in damage to Citizens; 13.2.6. it is the lawful licensee or owner of the Services (excluding any Citizens Data therein) and has all the necessary rights in the Services to grant the use of the Services to Citizens; 13.2.7. the Services and any other work performed by Vendor hereunder does not and will not infringe upon any United States or foreign copyright, patent, trade secret, or other proprietary right, or misappropriate any trade secret, of any third-party, and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under the Agreement; 13.2.8. it shall disclose any third-party (which shall, for purposes of the Agreement, be deemed a subcontractor) whose intellectual property is incorporated into the Services or who is necessary for the delivery of the Services and it shall maintain in-force written agreements with such third- party, if any, for the term of the Agreement; 13.2.9. there is no condition, that would in any way prohibit, restrain, or diminish Vendor's ability to deliver the Services or satisfy its contractual obligations; 13.2.10. it shall immediately notify Citizens’ Contract Manager of any change in circumstances that would in any way diminish Vendor's ability to deliver the Services or satisfy its contractual obligations; 13.2.11. whether by Vendor's notification, Citizens' sole determination, or otherwise, in any case where Citizens is concerned with Vendor's ability or willingness to perform the Agreement is in jeopardy, Vendor shall, upon Citizens' request, timely provide Citizens with all reasonable assurances requested by Citizens to demonstrate that Vendor will continue to be able and willing to provide the Services and perform the Agreement; 13.2.12. it will deliver the Services in a competent, workmanlike, and professional manner and in accordance with the highest professional industry standards; 13.2.13. it will use its best efforts to ensure that no computer viruses, malware, ransomware, or similar items (collectively, a “Virus”) are introduced into Citizens’ computing and network environment by the Services, and that, where it transfers a Virus to Citizens through the Services, it shall reimburse Citizens the actual cost incurred by Citizens to remove or recover from the Virus, including the costs of persons employed by Citizens; 13.2.14. the Services are free of any mechanism which may disable the Services and Vendor warrants that no loss of Citizens Data will result from such items if present in the Services; 13.2.15. in the case of Citizens’ reasonable dispute of any Vendor invoice, it shall not withhold the performance of Services, including, without limitation, access and use of the Services, Technical Support, Maintenance, and extract of Citizens Data; and, 13.2.16. the Services will conform in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in Exhibit A and the Documentation.
Appears in 6 contracts
Samples: Vendor Master Agreement for Software as a Service, Vendor Master Agreement for Software as a Service, Vendor Master Agreement for Software as a Service
By Vendor. Vendor represents and warrants that:
13.2.1. : (1) it is a limited liability company duly formed, validly existing and in good standing under the laws of Delaware, (2) it has all requisite power and authority under its organizational documents and the laws of Delaware to execute, deliver and perform its obligations under this Agreement, (3) it is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of providing the character transacted by it except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on Vendor's ability to fulfill its obligations under this Agreement, (4) the execution, delivery and performance of this Agreement has been duly authorized by Vendor, (5) no approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Agreement, (6) it shall comply with all applicable Federal, state and local laws and regulations, including without limitation the Bank Secrecy Act and related statutes and Federal and state anti-money laundering statutes, and shall obtain all applicable permits and licenses in connection with its obligations under this Agreement, (7) it has not disclosed any Confidential Information of AMEX, (8) all Services performed by Vendor for AMEX will be performed at least in accordance with industry standards and practices applicable to the performance of such Services;
13.2.2. , (9) it will maintain the resources so as to meet the Service Levels, (10) the Services are fit and the Developed Materials (except for the ordinary purposes for which they any AMEX Data or programs provided by AMEX) will be used;
13.2.3. it knows the particular purpose for which the Services are required by Citizens;
13.2.4. it is possessed of superior knowledge with respect to the Services;
13.2.5. it acknowledges that Citizens is relying on its representation of its experience and expert knowledgenot, and that the Vendor Software does not and will not, infringe upon the proprietary rights of any substantial misrepresentation may result in damage third party, (11) the systems used by it internally to Citizens;
13.2.6. it is the lawful licensee or owner of provide the Services (excluding any Citizens Data thereinexternal support for such systems from third party sources such as, for example, electric power from a utility company, but including third party products forming a part of such internally used systems such as, for example, BancTec and Wausau) have been tested, will continue to be subject to commercially reasonably testing, and are capable of operating, without generating materially erroneous results and without ceasing to function for a material period of time, using data having date ranges spanning the twentieth (20th) and has all the necessary rights in the Services to grant the use of the Services to Citizens;
13.2.7. the Services and any other work performed by Vendor hereunder does not and twenty-first (21st) centuries (e.g., years 1900-2100), (12) it will not infringe upon breach or violate any United States or foreign copyrightagreements that Vendor has with subcontractors in connection with this Agreement and (13) to the knowledge of Vendor, patent, trade secret, or other proprietary right, or misappropriate any trade secret, of any third-party, and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under the Agreement;
13.2.8. it shall disclose any third-party (which shall, for purposes of the Agreement, be deemed a subcontractor) whose intellectual property is incorporated into the Services or who is necessary for the delivery of the Services and it shall maintain in-force written agreements with such third- party, if any, for the term of the Agreement;
13.2.9. there is no conditionoutstanding litigation, that arbitrated matter or other dispute to which Vendor is a party which, if decided unfavorably to Vendor, would in any way prohibit, restrain, reasonably be expected to have a potential or diminish actual material adverse effect on AMEX's or Vendor's ability to deliver the Services or satisfy its contractual obligations;
13.2.10. it shall immediately notify Citizens’ Contract Manager of any change in circumstances that would in any way diminish Vendor's ability to deliver the Services or satisfy its contractual obligations;
13.2.11. whether by Vendor's notification, Citizens' sole determination, or otherwise, in any case where Citizens is concerned with Vendor's ability or willingness to perform the Agreement is in jeopardy, Vendor shall, upon Citizens' request, timely provide Citizens with all reasonable assurances requested by Citizens to demonstrate that Vendor will continue to be able and willing to provide the Services and perform the fulfill their respective obligations under this Agreement;
13.2.12. it will deliver the Services in a competent, workmanlike, and professional manner and in accordance with the highest professional industry standards;
13.2.13. it will use its best efforts to ensure that no computer viruses, malware, ransomware, or similar items (collectively, a “Virus”) are introduced into Citizens’ computing and network environment by the Services, and that, where it transfers a Virus to Citizens through the Services, it shall reimburse Citizens the actual cost incurred by Citizens to remove or recover from the Virus, including the costs of persons employed by Citizens;
13.2.14. the Services are free of any mechanism which may disable the Services and Vendor warrants that no loss of Citizens Data will result from such items if present in the Services;
13.2.15. in the case of Citizens’ reasonable dispute of any Vendor invoice, it shall not withhold the performance of Services, including, without limitation, access and use of the Services, Technical Support, Maintenance, and extract of Citizens Data; and,
13.2.16. the Services will conform in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in Exhibit A and the Documentation.
Appears in 4 contracts
Samples: Remittance Processing Services Agreement (American Express Issuance Trust), Remittance Processing Services Agreement (American Express Receivables Financing Corp Ii), Remittance Processing Services Agreement (American Express Issuance Trust)
By Vendor. Vendor represents and warrants that:
13.2.14.2.1. it is in the business of providing the Services;
13.2.24.2.2. the Services are fit for the ordinary purposes for which they will be used;
13.2.34.2.3. it knows the particular purpose for which the Services are required by Citizens;
13.2.44.2.4. it is possessed of superior knowledge with respect to the Services;
13.2.54.2.5. it acknowledges that Citizens is relying on its representation of its experience and expert knowledge, and that any substantial misrepresentation may result in damage to Citizens;
13.2.64.2.6. it is the lawful licensee or owner of the Services (excluding any Citizens Data therein) and has all the necessary rights in the Services to grant the use of the Services to Citizens;
13.2.74.2.7. the Services and any other work performed by Vendor hereunder does not and will shall not infringe upon any United States or foreign copyright, patent, trade secret, or other proprietary right, or misappropriate any trade secret, of any third-third- party, and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under the this Agreement;
13.2.84.2.8. it shall disclose any third-party (which shall, for purposes of the this Agreement, be deemed a subcontractor) whose intellectual property is incorporated into the Services or who is necessary for the delivery performance of the Services and it shall maintain in-force written agreements with such third- third-party, if any, for the term of the Agreementapplicable Exhibit A;
13.2.94.2.9. there is no condition, that would in any way prohibit, restrain, or diminish Vendor's ability to deliver perform the Services or satisfy its contractual obligations;
13.2.104.2.10. it shall immediately notify Citizens’ Contract Manager Administrator of any change in circumstances that would in any way diminish Vendor's ability to deliver perform the Services or satisfy its contractual obligations;
13.2.114.2.11. whether by Vendor's notification, Citizens' sole determination, or otherwise, in any case where Citizens is concerned with Vendor's ability or willingness to perform the this Agreement is in jeopardy, Vendor shall, upon Citizens' request, timely provide Citizens with all reasonable assurances requested by Citizens to demonstrate that Vendor will continue to be able and willing to provide the Services and perform the this Agreement;
13.2.124.2.12. it will deliver perform the Services in a competent, workmanlike, and professional manner and in accordance with the highest professional industry standards;
13.2.134.2.13. it will use its best efforts to ensure that no computer viruses, malware, ransomware, or similar items (collectively, a “Virus”) are introduced into Citizens’ computing and network environment by the Services, and that, where it transfers a Virus to Citizens through the Services, it shall reimburse Citizens the actual cost incurred by Citizens to remove or recover from the Virus, including the costs of persons employed by Citizens;
13.2.144.2.14. the Services are free of any mechanism which may disable the Services and Vendor warrants that no loss of Citizens Data will result from such items if present in the Services;
13.2.154.2.15. in the case of Citizens’ reasonable dispute of any Vendor invoice, it shall not withhold the performance of Services, including, without limitation, access and use of the Services, Technical Support, Maintenance, and extract of Citizens Data; and,
13.2.164.2.16. the Services will conform in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in the applicable Exhibit A and the Documentation.
Appears in 2 contracts
Samples: Master Agreement for Software as a Service, Software as a Service (Saas) Agreement
By Vendor. Vendor represents and warrants that:
13.2.13.2.1. it is in the business of providing the Services;
13.2.23.2.2. the Services are fit for the ordinary purposes for which they will be used;
13.2.33.2.3. it knows the particular purpose for which the Services are required by Citizens;
13.2.43.2.4. it is possessed of superior knowledge with respect to the Services;
13.2.53.2.5. it acknowledges that Citizens is relying on its representation of its experience and expert knowledge, and that any substantial misrepresentation may result in damage to Citizens;
13.2.63.2.6. it is the lawful licensee or owner of the Services (excluding any Citizens Data therein) and has all the necessary rights in the Services to grant the use of the Services to Citizens;
13.2.73.2.7. the Services and any other work performed by Vendor hereunder does not and will shall not infringe upon any United States or foreign copyright, patent, trade secret, or other proprietary right, or misappropriate any trade secret, of any third-third- party, and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under the this Agreement;
13.2.83.2.8. it shall disclose any third-party (which shall, for purposes of the this Agreement, be deemed a subcontractor) whose intellectual property is incorporated into the Services or who is necessary for the delivery performance of the Services and it shall maintain in-force written agreements with such third- third-party, if any, for the term of the Agreementapplicable Exhibit A;
13.2.93.2.9. there is no condition, that would in any way prohibit, restrain, or diminish Vendor's ability to deliver perform the Services or satisfy its contractual obligations;
13.2.103.2.10. it shall immediately notify Citizens’ Contract Manager Administrator of any change in circumstances that would in any way diminish Vendor's ability to deliver perform the Services or satisfy its contractual obligations;
13.2.113.2.11. whether by Vendor's notification, Citizens' sole determination, or otherwise, in any case where Citizens is concerned with Vendor's ability or willingness to perform the this Agreement is in jeopardy, Vendor shall, upon Citizens' request, timely provide Citizens with all reasonable assurances requested by Citizens to demonstrate that Vendor will continue to be able and willing to provide the Services and perform the this Agreement;
13.2.123.2.12. it will deliver perform the Services in a competent, workmanlike, and professional manner and in accordance with the highest professional industry standards;
13.2.133.2.13. it will use its best efforts to ensure that no computer viruses, malware, ransomware, or similar items (collectively, a “Virus”) are introduced into Citizens’ computing and network environment by the Services, and that, where it transfers a Virus to Citizens through the Services, it shall reimburse Citizens the actual cost incurred by Citizens to remove or recover from the Virus, including the costs of persons employed by Citizens;
13.2.143.2.14. the Services are free of any mechanism which may disable the Services and Vendor warrants that no loss of Citizens Data will result from such items if present in the Services;
13.2.153.2.15. in the case of Citizens’ reasonable dispute of any Vendor invoice, it shall not withhold the performance of Services, including, without limitation, access and use of the Services, Technical Support, Maintenance, and extract of Citizens Data; and,
13.2.163.2.16. the Services will conform in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in the applicable Exhibit A and the Documentation.
Appears in 1 contract
Samples: Terms and Conditions Agreement
By Vendor. Vendor represents and warrants that:
13.2.1. : (1) it is a limited liability company duly formed, validly existing and in good standing under the laws of Delaware, (2) it has all requisite power and authority under its organizational documents and the laws of Delaware to execute, deliver and perform its obligations under this Agreement, (3) it is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of providing the character transacted by it except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on Vendor’s ability to fulfill its obligations under this Agreement, (4) the execution, delivery and performance of this Agreement has been duly authorized by Vendor, (5) no approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Agreement, (6) it shall comply with all applicable Federal, state and local laws and regulations, including without limitation the Bank Secrecy Act and related statutes and Federal and state anti-money laundering statutes, and shall obtain all applicable permits and licenses in connection with its obligations under this Agreement, (7) it has not disclosed any Confidential Information of AMEX, (8) all Services performed by Vendor for AMEX will be performed at least in accordance with industry standards and practices applicable to the performance of such Services;
13.2.2. , (9) it will maintain the resources so as to meet the Service Levels, (10) the Services are fit and the Developed Materials (except for the ordinary purposes for which they any AMEX Data or programs provided by AMEX) will be used;
13.2.3. it knows the particular purpose for which the Services are required by Citizens;
13.2.4. it is possessed of superior knowledge with respect to the Services;
13.2.5. it acknowledges that Citizens is relying on its representation of its experience and expert knowledgenot, and that the Vendor Software does not and will not, infringe upon the proprietary rights of any substantial misrepresentation may result in damage third party, (11) the systems used by it internally to Citizens;
13.2.6. it is the lawful licensee or owner of provide the Services (excluding any Citizens Data therein) and has all the necessary rights in the Services to grant the use of the Services to Citizens;
13.2.7. the Services and any other work performed by Vendor hereunder does not and will not infringe upon any United States or foreign copyright, patent, trade secret, or other proprietary right, or misappropriate any trade secret, of any third-party, and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under the Agreement;
13.2.8. it shall disclose any third-external support for such systems from third party (which shallsources such as, for purposes example, electric power from a utility company, but including third party products forming a part of the Agreement, be deemed a subcontractor) whose intellectual property is incorporated into the Services or who is necessary for the delivery of the Services and it shall maintain in-force written agreements with such third- party, if anyinternally used systems such as, for the term of the Agreement;
13.2.9. there is no conditionexample, that would in any way prohibitBancTec and Wausau) have been tested, restrain, or diminish Vendor's ability to deliver the Services or satisfy its contractual obligations;
13.2.10. it shall immediately notify Citizens’ Contract Manager of any change in circumstances that would in any way diminish Vendor's ability to deliver the Services or satisfy its contractual obligations;
13.2.11. whether by Vendor's notification, Citizens' sole determination, or otherwise, in any case where Citizens is concerned with Vendor's ability or willingness to perform the Agreement is in jeopardy, Vendor shall, upon Citizens' request, timely provide Citizens with all reasonable assurances requested by Citizens to demonstrate that Vendor will continue to be able subject to commercially reasonably testing, and willing are capable of operating, without generating materially erroneous results and without ceasing to provide function for a material period of time, using data having date ranges spanning the Services twentieth (20th) and perform the Agreement;
13.2.12. twenty-first (21st) centuries (e.g., years 1900-2100), (12) it will deliver the Services not breach or violate any agreements that Vendor has with subcontractors in a competent, workmanlike, connection with this Agreement and professional manner and in accordance with the highest professional industry standards;
13.2.13. it will use its best efforts to ensure that no computer viruses, malware, ransomware, or similar items (collectively, a “Virus”13) are introduced into Citizens’ computing and network environment by the Services, and that, where it transfers a Virus to Citizens through the Services, it shall reimburse Citizens the actual cost incurred by Citizens to remove or recover from the Virus, including the costs of persons employed by Citizens;
13.2.14. the Services are free of any mechanism which may disable the Services and Vendor warrants that no loss of Citizens Data will result from such items if present in the Services;
13.2.15. in the case of Citizens’ reasonable dispute of any Vendor invoice, it shall not withhold the performance of Services, including, without limitation, access and use of the Services, Technical Support, Maintenance, and extract of Citizens Data; and,
13.2.16. the Services will conform in all material respects to the specificationsknowledge of Vendor, functionsthere is no outstanding litigation, descriptionsarbitrated matter or other dispute to which Vendor is a party which, standardsif decided unfavorably to Vendor, and criteria set forth in Exhibit A and the Documentationwould reasonably be expected to have a potential or actual material adverse effect on AMEX’s or Vendor’s ability to fulfill their respective obligations under this Agreement.
Appears in 1 contract
Samples: Remittance Processing Services Agreement (American Express Receivables Financing Corp VIII LLC)
