Common use of Customer Warranties and Acknowledgments Clause in Contracts

Customer Warranties and Acknowledgments. 6.4.1. Customer represents and warrants to Optum that Customer has (i) the rights to license the Customer Resources to Optum and to deliver all Customer Resources delivered to Optum and (ii) it has full power and authority to enter into this Agreement. 6.4.2. Customer acknowledges and agrees that any interpretation, implementation or use of the Software and/or Services, or decisions based on Optum’s recommendations, are solely and exclusively at Customer’s and End Users’ discretion. Customer is ultimately and solely responsible for the decisions it and the End Users make and actions it and the End Users take using the Software and/or Services, and Optum is not responsible for any action of, or failure to act by, Customer or any End User in reliance upon the Software and/or Services. 6.4.3. Company represents and warrants that (i) it has the authority to enter into this Agreement on behalf of itself and its Practices, and (ii) it has reported all potential conflicts of interest to Optum, if applicable, and that there are no other relevant facts or circumstances which would give rise to a conflict of interest in Company’s execution of or participation under this Agreement, including, but not limited to, financial interests, or conflicting arrangements or affiliations. Customer acknowledges and agrees that it will avoid any situation that causes or appears to cause a conflict of interest with respect to its participation under this Agreement. Customer further agrees that it shall make an immediate and full disclosure, in writing, to Optum of any new potential or actual conflict of interest or the existence of any facts that may impact the Customer’s ability to participate under this Agreement.