Common use of Customer Representations and Warranties Clause in Contracts

Customer Representations and Warranties. Customer represents, warrants and agrees as follows: a. (i) Customer is a business entity duly authorized, validly existing and in good standing under the laws of the United States, or the laws of the state or country in which Customer was organized, and (ii) customer has full authority and power to enter into this Agreement and to perform its obligations under this Agreement; (iii) its performance of its obligations under this Agreement will not violate any applicable law or regulation or any agreement to which Customer may now or hereafter be bound; (iv) that all necessary corporate or other actions required to authorize the Customer to enter into this Agreement have been taken; (v) that the execution and performance of this Agreement does not contravene Customer's articles of incorporation or charter, bylaws, partnership agreement, operating or any agreement to which Customer is a party or by which it is bound; (vi) that this Agreement represents a valid obligation of Customer and is fully enforceable against Customer, and (vii) Bank, in accepting this Agreement, is expressly acting and relying upon the aforesaid representations and warranties. b. Customer warrants that the Services and all information obtained therefrom shall be used only for the legal business purposes of Customer and not for any unlawful or illegal purpose or activity. c. None of Customer’s employees are a national of a designated blocked country or a “Specially Designated National,” “Blocked Entity, “ ”Specially Designated Terrorist,” ”Specially Designated Narcotics Trafficker,“ or “Foreign Terrorist Organization,“ as defined by the United States Treasury Department’s Office of Foreign Assets Control (OFAC), and Customer agrees to always practice reasonable diligence and control to ensure ongoing compliance with this warranty. d. None of the Accounts is a consumer purpose account as defined by the Electronic Funds Transfer Act (“EFTA”) and its implementing regulation (“Regulation E”), and Bank, by providing the Services does not assume any of the Customer’s obligations, if any, under EFTA or Regulation E, or any other applicable federal or state law or regulation unless Bank has agreed in writing to do so. e. Customer shall follow commercially reasonable practices and procedures to ensure the integrity and security of its operating systems used in conjunction with a Service. f. To the extent that Customer appoints a Third Party Agent to perform any activities relating to a Service, Customer shall be solely responsible for all actions and obligations of such Third Party Agent as if they were the direct actions and obligations of Customer itself. Customer acknowledges that, among other things, this means that Customer is liable for the Third Party Agent’s breaches of warranties and obligations, including liability for indemnification for such breaches, as if Customer breached such warranties and/or obligations itself. Customer shall undertake all appropriate due diligence of and investigation into the business, operations, intellectual property and other rights, financial and other conditions, or rights and creditworthiness, of any Third Party Agent based upon documentation and other information it has deemed appropriate and made its own decision to enter into a relationship with any Third Party Agent. Customer’s agreement with any Third Party Agent must include a provision allowing Bank to conduct, upon reasonable notice and during normal business hours an on-site inspection of Third Party Agent’s books, records and premises, to ensure compliance with the requirements of this Agreement as it relates to any Service with regard to which such Third Party Agent act’s on Customer’s behalf.

Customer Representations and Warranties. Customer represents, represents and warrants and agrees as followsto Supplier the following: a. (i) Customer It is a business entity duly authorizedorganized, validly existing and in good standing under the laws of the United Statesjurisdiction of its formation, or the laws of the state or country in which Customer was organized, with full power and (ii) customer has full authority to execute and power to enter into deliver this Agreement and to perform its obligations under this Agreement; consummate the transactions contemplated hereby. (iiiii) its performance of its obligations under this Agreement will not violate any applicable law or regulation or any agreement to which Customer may now or hereafter be bound; (iv) that all necessary corporate or other actions required to authorize the Customer to enter into this Agreement have been taken; (v) that the execution The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by it has been duly and validly authorized and no further authorization is required on its part to consummate the transactions contemplated hereby. (iii) This Agreement and all other documents executed and delivered by it pursuant to this Agreement constitute its legal, valid and binding obligations, enforceable against it in accordance with their respective terms. (iv) The individual executing this Agreement on its behalf has been duly authorized and empowered to execute this Agreement for the purpose of binding it to this Agreement. Its execution, delivery and performance of this Agreement and the grant of the rights granted hereunder to Supplier with respect to the Customer Brand Attributes do not require any third party consents or governmental approvals, filings, registrations or permits that have not already been obtained and will be maintained during the Term. The execution, delivery and performance of this Agreement by it does not contravene Customer's articles of incorporation and will not violate any contract or charter, bylaws, partnership agreement, operating or other arrangement between it and any agreement to which Customer is a party or by which it is bound; (vi) that this Agreement represents a valid obligation of Customer and is fully enforceable against Customer, and (vii) Bank, in accepting this Agreement, is expressly acting and relying upon the aforesaid representations and warranties. b. Customer warrants that the Services and all information obtained therefrom shall be used only for the legal business purposes of Customer and not for any unlawful or illegal purpose or activity. c. None of Customer’s employees are a national of a designated blocked country or a “Specially Designated National,” “Blocked Entity, “ ”Specially Designated Terrorist,” ”Specially Designated Narcotics Trafficker,“ or “Foreign Terrorist Organization,“ as defined by the United States Treasury Department’s Office of Foreign Assets Control (OFAC), and Customer agrees to always practice reasonable diligence and control to ensure ongoing compliance with this warranty. d. None of the Accounts is a consumer purpose account as defined by the Electronic Funds Transfer Act (“EFTA”) and its implementing regulation (“Regulation E”), and Bank, by providing the Services does not assume any of the Customer’s obligations, if any, under EFTA or Regulation Ethird party, or any other applicable federal or state law or regulation unless Bank has agreed in writing to do soregulation. e. Customer shall follow commercially reasonable practices and procedures to ensure the integrity and security of its operating systems used in conjunction with a Service. f. To the extent that Customer appoints a Third Party Agent to perform any activities relating to a Service, Customer shall be solely responsible for all actions and obligations of such Third Party Agent as if they were the direct actions and obligations of Customer itself. Customer acknowledges that, among other things, this means that (v) The Customer is liable for the Third Party Agent’s breaches sole and exclusive owner of warranties and obligations, including liability for indemnification for such breaches, as if Customer breached such warranties and/or obligations itself. Customer shall undertake all appropriate due diligence of and investigation into the business, operations, intellectual property and other rightsrights with respect to the Customer Brand Attributes and has all necessary power and authority to grant the license granted with respect to the Customer Brand Attributes to Supplier hereunder. None of the Customer Brand Attributes infringe, financial and dilute, misappropriate or otherwise violate any intellectual property right or other conditions, or rights and creditworthiness, right of any Third Party Agent based upon documentation and other information it has deemed appropriate and made its own decision to enter into a relationship with any Third Party Agent. Customer’s agreement with any Third Party Agent must include a provision allowing Bank to conduct, upon reasonable notice and during normal business hours an on-site inspection of Third Party Agent’s books, records and premises, to ensure compliance with the requirements of this Agreement as it relates to any Service with regard to which such Third Party Agent act’s on Customer’s behalfthird party.

Customer Representations and Warranties. 19.1. Customer represents, warrants and agrees as follows: a. covenants to Faculty that it will not use the Frontier Application for any unauthorised, improper or illegal purposes, including but not limited to (i) Customer is a business entity duly authorizeddiscrimination, validly existing and in good standing under the laws of the United States, or the laws of the state or country in which Customer was organized, and (ii) customer has full authority and power to enter into this Agreement and to perform its obligations under this Agreement; harassment, (iii) its performance of its obligations under this Agreement will not violate any applicable law compromising information, data security or regulation or any agreement to which Customer may now or hereafter be bound; confidentiality including Confidential Information, (iv) that all necessary corporate harmful or other actions required to authorize the Customer to enter into this Agreement have been taken; fraudulent activities, (v) that the execution and performance violation of this Agreement does not contravene Customer's articles data protection, privacy or rights of incorporation individuals or charterorganisations, bylaws, partnership agreement, operating or any agreement to which Customer is a party or by which it is bound; and/or (vi) violation of any applicable contractual agreements, laws, regulations, or ordinances. 19.2. Customer, not Faculty, remains solely liable and responsible for all Customer Content. Customer acknowledges that all Customer Content that Customer transmits, stores, integrates, imports, displays, distributes, uses, or otherwise makes available through use of the Frontier Application and the conclusions drawn therefrom are done at Customer’s own risk and Customer will be solely liable and responsible for any damage or losses to any party resulting therefrom. 19.3. Customer represents, warrants and covenants to Faculty that: A. it will not transmit, store, integrate, import, display, distribute, use or otherwise make available any Customer Content that is, or is obtained in a manner that is, unauthorised, improper or illegal; B. no Customer Content infringes upon or violates any other party’s Intellectual Property Rights, privacy, publicity or other proprietary rights; C. this Agreement represents a valid obligation of imposes no obligations, by contract or national and international law, regulation or ordinance, with respect to Customer Content, unless explicitly mutually agreed in writing; and D. Customer has provided all necessary notifications and is fully enforceable against Customerobtained all necessary consents, authorisations, approvals and/or agreements as required by any applicable laws or policies in order to enable Faculty to receive and process Customer Content, including personal data, according to the scope, purpose, and instructions specified by Customer. 19.4. Customer acknowledges that all Customer Content that Customer transmits, stores, integrates, imports, displays, distributes, uses, or otherwise makes available through use of the Frontier Application and the conclusions drawn therefrom are done at Customer’s own risk and Customer will be solely liable and responsible for any damage or losses to any party resulting therefrom. Faculty has the right to immediately suspend the Frontier Application (viia) Bankin order to prevent harm to Faculty or its business and to limit any potential liability, (b) if Customer is in accepting breach of this Agreement, is expressly acting and relying upon the aforesaid representations and warranties. b. Customer warrants that the Services and all information obtained therefrom shall be used only for the legal business purposes of Customer and not for any unlawful or illegal purpose or activity. c. None of Customer’s employees are a national of a designated blocked country or a “Specially Designated National,” “Blocked Entity, “ ”Specially Designated Terrorist,” ”Specially Designated Narcotics Trafficker,“ or “Foreign Terrorist Organization,“ as defined by the United States Treasury Department’s Office of Foreign Assets Control (OFAC), and Customer agrees to always practice reasonable diligence and control to ensure ongoing compliance with this warranty. d. None of the Accounts is a consumer purpose account as defined by the Electronic Funds Transfer Act (“EFTA”) and its implementing regulation (“Regulation E”), and Bank, by providing the Services does not assume any of the Customer’s obligations, if any, under EFTA or Regulation E, or any other applicable federal or state law or regulation unless Bank has agreed in writing to do so. e. Customer shall follow commercially reasonable practices and procedures to ensure the integrity and security of its operating systems used in conjunction with a Service. f. To the extent that Customer appoints a Third Party Agent to perform any activities relating to a Service, Customer shall be solely responsible for all actions and obligations of such Third Party Agent as if they were the direct actions and obligations of Customer itself. Customer acknowledges that, among other things, this means that Customer is liable for the Third Party Agent’s breaches of warranties and obligations, including liability for indemnification for such breaches, as if Customer breached such warranties and/or obligations itself. Customer shall undertake all appropriate due diligence of and investigation into the business, operations, intellectual property and other rights, financial and other conditions, or rights and creditworthiness, of any Third Party Agent based upon documentation and other information it has deemed appropriate and made its own decision to enter into a relationship with any Third Party Agent. Customer’s agreement with any Third Party Agent must include a provision allowing Bank to conduct, upon reasonable notice and during normal business hours an on-site inspection of Third Party Agent’s books, records and premises, to ensure compliance with the requirements of this Agreement as it relates to any Service with regard to which such Third Party Agent act’s on Customer’s behalf.or

Customer Representations and Warranties. The Customer representsundertakes, warrants and agrees as followsrepresents that: a. (1) Except as otherwise agreed prior to performance of the Contract, it shall obtain for the BBC all necessary consents, permissions and/or clearances in third party rights (including IPR’s) with respect to the Stock and required by the BBC to perform the Contract. (2) All Stock is fit for the purpose for which it is supplied and, where relevant, is of satisfactory quality, without fault or error, good construction and workmanship, suitable and sound material and adequate strength and has been tested prior to delivery. (3) It shall comply with all applicable laws and regulations and shall hold and continue to hold all licenses, consents, authorisations and permissions required in order to receive or use the Goods, Facilities and/or Services. (4) It shall comply with the Bribery Act 2010 and Modern Slavery Act 2015. (5) Where it is providing the BBC with (i) Customer is a business entity duly authorized, validly existing and in good standing under the laws of the United States, or the laws of the state or country in which Customer was organized, and Stock and/or (ii) customer has full authority and power receiving access to enter into this Agreement and Goods and/or Facilities to perform its obligations under this Agreement; be operated by BBC personnel pursuant to the Contract (iii) its performance of its obligations under this Agreement will not violate any applicable law or regulation or any agreement to which Customer may now or hereafter be bound; (iv) that all necessary corporate or other actions required to authorize the Customer to enter into this Agreement have been taken; (v) that the execution and performance of this Agreement does not contravene Customer's articles of incorporation or charter, bylaws, partnership agreement, operating or any agreement to which Customer is a party or by which it is bound; (vi) that this Agreement represents a valid obligation of Customer and is fully enforceable against Customer, and (vii) Bank, in accepting this Agreement, is expressly acting and relying upon the aforesaid representations and warranties. b. Customer warrants that the Services and all information obtained therefrom shall be used only for the legal business purposes of Customer and not for any unlawful or illegal purpose or activity. c. None of Customer’s employees are a national of a designated blocked country or a “Specially Designated National,” “Blocked Entity, “ ”Specially Designated Terrorist,” ”Specially Designated Narcotics Trafficker,“ or “Foreign Terrorist Organization,“ as defined by the United States Treasury Department’s Office of Foreign Assets Control (OFAC), and Customer agrees to always practice reasonable diligence and control to ensure ongoing compliance with this warranty. d. None of the Accounts is a consumer purpose account as defined by the Electronic Funds Transfer Act (“EFTA”) and its implementing regulation (“Regulation ERelevant Deliverables”), as part of the Relevant Deliverables only it shall: (a) implement and Bank, by providing maintain procedures for itself and implement due diligence procedures in its supply chain to ensure that there is no slavery or human trafficking or forced labour in a relevant supply chain connected with the Services does not assume Stock; (b) notify the BBC as soon as it becomes aware of any of any actual or suspected slavery or human trafficking in a supply chain in connection with the Customer’s obligationsStock; and (c) notify the BBC as soon as it becomes aware of any actual or suspected violations of the BBC Ethical Policy (available at xxxxx://xxx.xxx.xxx/supplying/documents/bbc-ethical-trading-policy.pdf) (including instances which may put the BBC in breach of the BBC Ethical Policy) in in connection with the Stock and/or the BBC personnel operating the Relevant Deliverables. (6) On a continuing basis throughout the Contract Period that neither the Customer nor any of its officers, employees and, if anyrelevant, under EFTA its suppliers or Regulation E, sub-contractors or any other applicable federal or state law or regulation unless Bank persons associated with it: (a) has agreed in writing to do so. e. Customer shall follow commercially reasonable practices and procedures to ensure the integrity and security of its operating systems used in conjunction with a Service. f. To the extent that Customer appoints a Third Party Agent to perform any activities relating to a Service, Customer shall be solely responsible for all actions and obligations of such Third Party Agent as if they were the direct actions and obligations of Customer itself. Customer acknowledges that, among other things, this means that Customer is liable for the Third Party Agent’s breaches of warranties and obligations, including liability for indemnification for such breaches, as if Customer breached such warranties and/or obligations itself. Customer shall undertake all appropriate due diligence of and investigation into the business, operations, intellectual property and other rights, financial and other conditions, or rights and creditworthiness, been convicted of any Third Party Agent based upon documentation offence involving bribery or corruption or slavery and other information it human trafficking; or (b) has deemed appropriate been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with bribery and made its own decision to enter into a relationship with any Third Party Agent. Customer’s agreement with any Third Party Agent must include a provision allowing Bank to conduct, upon reasonable notice corruption or slavery and during normal business hours an on-site inspection of Third Party Agent’s books, records and premises, to ensure compliance with the requirements of this Agreement as it relates to any Service with regard to which such Third Party Agent act’s on Customer’s behalfhuman trafficking.

Customer Representations and Warranties. Customer represents, represents and warrants and agrees as follows: a. (ithat: a) if Customer is a business entity natural person, Customer is of sound mind, legal age and legal competence b) if Customer is not a natural person, - Customer is duly authorized, organized and validly existing and in good standing under the applicable laws of the United States, or the laws jurisdiction of the state or country in which Customer was organized, its organization; - Execution and (ii) customer has full authority and power to enter into delivery of this Agreement and all Contracts and other transactions contemplated hereunder and performance of all obligations contemplated under this Agreement and all other transactions contemplated hereunder have been duly authorized by Xxxxxxxx; and - Each person executing and delivering this Agreement and all other transactions contemplated hereunder on behalf of the Customer, has been duly authorized by Customer to perform its obligations under do so. - No person other than Customer has or will have an interest in Customer’s account(s) and Customer has not granted and will not grant a security interest in Customer’s account with Coinexx (other than the security interest granted to Coinexx hereunder) to any person without Coinexx’s prior written consent. Customer has full beneficial ownership of all collateral and will not grant any security interest in any collateral to any person (other than the security interest granted to Coinexx hereunder) without Coinexx’s prior written consent; and, - Customer hereby warrants that regardless of any subsequent determination to the contrary, Customer is suitable to trade Forex & CFD; and, - Customer has read and understands the provisions contained in this Agreement, including, without limitation, Coinexx’s Risk Disclosure Statement and Privacy Statement; and - Customer will review this Agreement; (iii) its performance of its obligations under this Agreement and - Customer will not violate affect any applicable law or regulation or any agreement to which transaction in Customer’s account unless Customer may now or hereafter be bound; (iv) that all necessary corporate or other actions required to authorize the Customer to enter into this Agreement have been taken; (v) that the execution and performance of this Agreement does not contravene Customer's articles of incorporation or charter, bylaws, partnership agreement, operating or any agreement to which Customer is a party or by which it is bound; (vi) that this Agreement represents a valid obligation of Customer and is fully enforceable against Customer, and (vii) Bank, in accepting understands this Agreement, is expressly acting and relying upon the aforesaid representations and warranties. b. Customer warrants that the Services and all information obtained therefrom shall be used only for the legal business purposes of Customer and not for any unlawful or illegal purpose or activity. c. None of Customer’s employees are a national of a designated blocked country or a “Specially Designated National,” “Blocked Entity, “ ”Specially Designated Terrorist,” ”Specially Designated Narcotics Trafficker,“ or “Foreign Terrorist Organization,“ as defined by the United States Treasury Department’s Office of Foreign Assets Control (OFAC), and Customer agrees that in effecting any transaction it is deemed to always practice reasonable diligence and control to ensure ongoing compliance with this warranty. d. None of the Accounts is a consumer purpose account as defined by the Electronic Funds Transfer Act (“EFTA”) and its implementing regulation (“Regulation E”), and Bank, by providing the Services does not assume any of the Customer’s obligations, if any, under EFTA or Regulation E, or any other applicable federal or state law or regulation unless Bank has agreed in writing to do so. e. Customer shall follow commercially reasonable practices and procedures to ensure the integrity and security of its operating systems used in conjunction with a Service. f. To the extent represent that Customer appoints a Third Party Agent to perform any activities relating to a Service, Customer shall be solely responsible for all actions and obligations of such Third Party Agent as if they were the direct actions and obligations of Customer itself. Customer acknowledges that, among other things, this means that Customer is liable for the Third Party Agent’s breaches of warranties and obligations, including liability for indemnification for such breaches, as if Customer breached such warranties and/or obligations itself. Customer shall undertake all appropriate due diligence of and investigation into the business, operations, intellectual property and other rights, financial and other conditions, or rights and creditworthiness, of any Third Party Agent based upon documentation and other information it has deemed appropriate read and made its own decision to enter into a relationship with any Third Party Agent. Customer’s agreement with any Third Party Agent must include a provision allowing Bank to conduct, upon reasonable notice and during normal business hours an on-site inspection of Third Party Agent’s books, records and premises, to ensure compliance with the requirements of understands this Agreement as it relates to in effect at the time of such transaction; and - Customer may not use this account with Coinexx for any Service with regard to which such Third Party Agent act’s on Customer’s behalfillegal activity.