Common use of Customer’s Representations Clause in Contracts

Customer’s Representations. Customer represents, warrants and covenants that: 7.2.1. Customer has full power and authority to enter into this Agreement and all Order Forms hereunder and to perform its obligations under this Agreement and such Order Forms, and that this Agreement and all such Order Forms have been duly authorized and constitute valid and binding obligations of Customer; 7.2.2. Customer is accessing and using the Application solely for Customer’s own internal use; 7.2.3. Customer will not access or use the Application to create a product, service or database that competes with WKFS or any Application; 7.2.4. Customer is responsible for complying with all rules, regulations and procedures of local, state, federal and foreign authorities applicable to Customer and its business; 7.2.5. Customer will be solely responsible for compliance with this Agreement by the Authorized Users; 7.2.6. Customer will not otherwise violate the rights of any third party while accessing or using the Application; 7.2.7. Customer has sole responsibility for all data, information, records or files that are uploaded and/or stored on the Application by or on behalf of Customer (“Customer Data”); 7.2.8. Customer agrees not to: upload or transmit any Customer Data: (i) that Customer does not have the lawful right to copy, transmit, distribute, and display (including any Customer Data that would violate any confidentiality or fiduciary obligations that Customer might have with respect to the Customer Data); (ii) for which Customer does not have the consent or permission from the owner of any personally identifiable information contained in the Customer Data; (iii) that infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights or violates any privacy rights of any third party (including any copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity); (iv) that is false or misleading; (v) that is defamatory, obscene, or offensive; or (vi) that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability; 7.2.9. Customer will not use the Application to transmit, route, provide connections to or store any material that violate or promote the violation of any of the restrictions of subsection 7.2.8 above; 7.2.10. WKFS reserves the right, in its sole discretion, at any time, to remove any Customer Data that it believes to be in violation of this Agreement; and 7.2.11. WKFS does not claim any ownership rights in any Customer Data. However, by making Customer Data available through the Application, Customer grants WKFS the nonexclusive, worldwide, transferable right, on a royalty-free basis, with a right to sublicense this right only to third parties assisting WKFS in providing the Application or otherwise fulfilling WKFS’s obligations hereunder, to possess, store, use, copy, distribute and process Customer Data on the Application on Customer’s behalf and on behalf of Clients (if applicable) solely for the purposes of fulfilling WKFS’s obligations and/or exercising WKFS’s rights hereunder. Customer represents, warrants and covenants to WKFS that WKFS’s use of the Customer Data in compliance with the foregoing license grant shall not infringe, misappropriate or otherwise violate any intellectual property rights, or other rights, of any third party.

Customer’s Representations. Customer represents, warrants and covenants that: 7.2.1. Customer has full power and authority to enter into this Agreement and all Order Forms Confirmations hereunder and to perform its obligations under this Agreement and such Order FormsConfirmations, and that this Agreement and all such Order Forms Confirmations have been duly authorized and constitute valid and binding obligations of Customer; 7.2.2. Customer is accessing and using the Hosted Application solely for Customer’s own internal useuse and/or to provide accounting, payroll or tax services to Clients in accordance with section 2.1 of this Agreement; 7.2.3. Customer will not access or use the Hosted Application to create a product, service or database that competes with WKFS CCH SFS or any the Hosted Application; 7.2.4. Customer is responsible for complying with all rules, regulations and procedures of local, state, federal and foreign authorities applicable to Customer and its business; 7.2.5. Customer will be solely responsible for compliance with this Agreement by the Authorized Users, and to the extent applicable, all Clients; 7.2.6. Customer will not otherwise violate the rights of any third party while accessing or using the Hosted Application; 7.2.7. Customer has sole responsibility for the accuracy, quality, integrity, reliability, and appropriateness of all data, information, records or files that are uploaded and/or stored on the Application by or on behalf of Customer (“Customer Data”);; and 7.2.8. Customer agrees will not to: upload or transmit any Customer Data: (ia) that Customer does not have the lawful right to copy, transmit, distribute, and display (including any Customer Data that would violate any confidentiality or fiduciary obligations that Customer might have with respect to the Customer Data); (iib) for which Customer does not have the consent or permission from the owner of any personally identifiable information contained in the Customer Data; (iiic) that infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights or violates any privacy rights of any third party (including any copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity); or (ivd) that is false or misleading; (v) that is defamatory, obscene, or offensive; or (vi) that otherwise violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability; 7.2.9. Customer will not use the Hosted Application to transmit, route, provide connections to or store any material that violate or promote the violation of any of the restrictions of subsection 7.2.8 above;; and 7.2.10. WKFS reserves the right, in its sole discretion, at any time, to remove any Customer Data that it believes to be in violation of this Agreement; and 7.2.11. WKFS does not claim any ownership rights in any Customer Data. However, by making Customer Data available through the Application, Customer grants WKFS the nonexclusive, worldwide, transferable right, on a royalty-free basis, with a right to sublicense this right only to third parties assisting WKFS in providing the Application or otherwise fulfilling WKFS’s obligations hereunder, to possess, store, use, copy, distribute and process Customer Data on the Application on Customer’s behalf and on behalf of Clients (if applicable) solely for the purposes of fulfilling WKFS’s obligations and/or exercising WKFS’s rights hereunder. Customer represents, warrants and covenants to WKFS that WKFS’s CCH SFS’ use of the Customer Data in compliance with the foregoing license grant subsection 2.3.1 shall not infringe, misappropriate or otherwise violate any intellectual property rights, or other rights, of any third party. 7.2.11. To the extent Customer needs to upload or transmit to CCH SFS’s servers any Customer Data subject to the General Data Protection Regulation (EU) 2016/679, Customer shall first contact CCH SFS at XXXxxxxxxXxxxxxxx@xxxxxxxxxxxxx.xxx and CCH SFS shall provide Customer with an addendum to this Agreement setting forth the terms and conditions of CCH SFS’s processing of such Customer Data pursuant to this Agreement.

Customer’s Representations. Customer represents, warrants and covenants that: 7.2.1. Customer has full power and authority to enter into this Agreement and all Order Forms hereunder and to perform its obligations under this Agreement and such Order Forms, and that this Agreement and all such Order Forms have been duly authorized and constitute valid and binding obligations of Customer; 7.2.2. Customer is accessing and using the Application solely for Customer’s own internal useuse and/or to provide accounting or tax services to Clients in accordance with section 2.1 of this Agreement; 7.2.3. Customer will not access or use the Application to create a product, service or database that competes with WKFS Wolters Kluwer or any the Application; 7.2.4. Customer is responsible for complying with all rules, regulations and procedures of local, state, federal and foreign authorities applicable to Customer and its business; 7.2.5. Customer will be solely responsible for compliance with this Agreement by the Authorized Users, and to the extent applicable, all Clients; 7.2.6. Customer will not otherwise violate the rights of any third party while accessing or using the Application; 7.2.7. Customer has sole responsibility for the accuracy, quality, integrity, reliability, and appropriateness of all data, information, records or files that are uploaded and/or stored on the Application by or on behalf of Customer (“Customer Data”);; and 7.2.8. Customer agrees not to: upload or transmit any Customer Data: (ia) that Customer does not have the lawful right to copy, transmit, distribute, and display (including any Customer Data that would violate any confidentiality or fiduciary obligations that Customer might have with respect to the Customer Data); (iib) for which Customer does not have the consent or permission from the owner of any personally identifiable information contained in the Customer Data; (iiic) that infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights or violates any privacy rights of any third party (including any copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity); or (ivd) that is false or misleading; (v) that is defamatory, obscene, or offensive; or (vi) that otherwise violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability; 7.2.9. Customer will not use the Application to transmit, route, provide connections to or store any material that violate or promote the violation of any of the restrictions of subsection 7.2.8 above;; and 7.2.10. WKFS reserves the right, in its sole discretion, at any time, to remove any Customer Data that it believes to be in violation of this Agreement; and 7.2.11. WKFS does not claim any ownership rights in any Customer Data. However, by making Customer Data available through the Application, Customer grants WKFS the nonexclusive, worldwide, transferable right, on a royalty-free basis, with a right to sublicense this right only to third parties assisting WKFS in providing the Application or otherwise fulfilling WKFS’s obligations hereunder, to possess, store, use, copy, distribute and process Customer Data on the Application on Customer’s behalf and on behalf of Clients (if applicable) solely for the purposes of fulfilling WKFS’s obligations and/or exercising WKFS’s rights hereunder. Customer represents, warrants and covenants to WKFS that WKFSWolters Kluwer’s use of the Customer Data in compliance with the foregoing license grant subsection 2.3.1 shall not infringe, misappropriate or otherwise violate any intellectual property rights, or other rights, of any third party.

Customer’s Representations. Customer represents, warrants and covenants that: 7.2.1. Customer has full power and authority to enter into the Order Form and this Agreement and all Order Forms hereunder and to perform its obligations under this Agreement and such Order Formshereunder, and that the Order Form, which incorporates the terms and conditions of this Agreement and all such Order Forms have Agreement, has been duly authorized authorized, executed and constitute delivered by Customer and constitutes a valid and binding obligations obligation of Customer; 7.2.2. Customer is accessing and using licensing the Application Software solely for Customer’s own internal useuse and/or to provide tax and accounting services to Customer’s direct Clients and, to the extent Customer has obtained a Volume-Based License, Customer has provided or confirmed to CCH a good faith estimate of the number of tax returns Customer expects to process during the applicable Term, which number is then used by CCH to determine the appropriate License Fee; 7.2.3. Customer will not access or use the Application Software to create a product, service or database that competes with WKFS CCH, the Software or any ApplicationDeliverables; 7.2.4. Customer is responsible for complying with all rules, regulations and procedures of local, state, federal and foreign authorities applicable to Customer and its business, including, without limitation, all rules, regulations and procedures of the Internal Revenue Service; 7.2.5. Customer will protect all usernames, passwords and other access information, will promptly notify CCH of any unauthorized use of such information or other breach of security of which Customer has knowledge, will be responsible for any harm resulting from Customer’s failure to properly carry out the foregoing responsibilities, will assist in preventing recurrence of any security breach that results from Customer’s acts or omissions, and will otherwise cooperate fully in any proceedings undertaken to protect the rights of CCH; 7.2.6. Customer has all rights necessary to legally transmit any data or information to CCH’s networks or servers, and the possession, storage and use by CCH of such data or information will not infringe, misappropriate or otherwise violate the intellectual property rights, or other rights, of any third party; 7.2.7. Customer will be solely responsible for compliance with this Agreement by the Authorized UsersUsers and, to the extent applicable, all Clients; 7.2.6. Customer will not otherwise violate the rights of any third party while accessing or using the Application; 7.2.77.2.8. Customer has sole responsibility for all data, information, records or files that are uploaded and/or stored on the Application CCH’s by or on behalf of Customer (“Customer Data”); 7.2.8. Customer agrees not to: upload or transmit any Customer Data: (i) that Customer does not have the lawful right to copy, transmit, distribute, and display (including any Customer Data that would violate any confidentiality or fiduciary obligations that Customer might have with respect to the Customer Data); (ii) for which Customer does not have the consent or permission from the owner of any personally identifiable information contained in the Customer Data; (iii) that infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights or violates any privacy rights of any third party (including any copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity); (iv) that is false or misleading; (v) that is defamatory, obscene, or offensive; or (vi) that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability;Customer. 7.2.9. Customer will is not use prohibited by a third-party agreement from entering into the Application to transmit, route, provide connections to or store any material that violate or promote the violation of any of the restrictions of subsection 7.2.8 above; 7.2.10. WKFS reserves the right, in its sole discretion, at any time, to remove any Customer Data that it believes to be in violation terms and conditions of this Agreement; and 7.2.11. WKFS does not claim any ownership rights in any Customer Data. However, by making Customer Data available through the Application, Customer grants WKFS the nonexclusive, worldwide, transferable right, on a royalty-free basis, with a right to sublicense this right only to third parties assisting WKFS in providing the Application or otherwise fulfilling WKFS’s obligations hereunder, to possess, store, use, copy, distribute and process Customer Data on the Application on Customer’s behalf and on behalf of Clients (if applicable) solely for the purposes of fulfilling WKFS’s obligations and/or exercising WKFS’s rights hereunder7.2.10. Customer represents, warrants and covenants to WKFS that WKFS’s use of the Customer Data in compliance with the foregoing license grant shall will not infringe, misappropriate or otherwise violate any intellectual property rights, or other rights, the rights of any third partyparty while using the Software.

Customer’s Representations. Customer represents, warrants and covenants that: 7.2.1. Customer has full power and authority to enter into this Agreement and all Order Forms hereunder and to perform its obligations under this Agreement and such Order Forms, and that this Agreement and all such Order Forms have been duly authorized and constitute valid and binding obligations of Customer; 7.2.2. Customer is accessing and using licensing the Application Software solely for Customer’s own internal useuse and, to the extent Customer has obtained a Volume-Based License, Customer has provided or confirmed to CCH a good faith estimate of the number of tax returns Customer expects to process during the applicable Term, which number is then used by CCH to determine the appropriate License Fee; 7.2.3. Customer will not access or use the Application Software to create a product, service or database that competes with WKFS CCH or any Applicationthe Software; 7.2.4. Customer is responsible for complying with all rules, regulations and procedures of local, state, federal and foreign authorities applicable to Customer and its business, including all rules, regulations and procedures of the Internal Revenue Service; 7.2.5. Customer will be solely responsible for compliance with this Agreement by the Authorized UsersAuthorized; 7.2.6. Customer will not otherwise violate the rights of any third party while accessing or using the ApplicationSoftware; 7.2.7. Customer has sole responsibility for all data, information, records or files that are uploaded and/or stored on the Application CCH’s networks or servers by or on behalf of Customer (“Customer Data”); 7.2.8. Customer agrees will not to: upload or transmit any Customer Data: (i) that Customer does not have the lawful right to copy, transmit, distribute, and display (including any Customer Data that would violate any confidentiality or fiduciary obligations that Customer might have with respect to the Customer Data); (ii) for which Customer does not have the consent or permission from the owner of any personally identifiable information contained in the Customer Data; (iii) that infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights or violates any privacy rights of any third party (including any copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity); (iv) that is false or misleading; (v) that is defamatory, obscene, or offensive; or (vi) that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability; 7.2.9. Customer will not use the Application to transmit, route, provide connections to or store any material that violate or promote the violation of any of the restrictions of subsection 7.2.8 above; 7.2.10. WKFS reserves the right, in its sole discretion, at any time, to remove any Customer Data that it believes to be in violation of this Agreement; and 7.2.11. WKFS does not claim any ownership rights in any Customer Data. However, by making Customer Data available through the Application, Customer grants WKFS the nonexclusive, worldwide, transferable right, on a royalty-free basis, with a right to sublicense this right only to third parties assisting WKFS in providing the Application or otherwise fulfilling WKFS’s obligations hereunder, to possess, store, use, copy, distribute and process Customer Data on the Application on Customer’s behalf and on behalf of Clients (if applicable) solely for the purposes of fulfilling WKFS’s obligations and/or exercising WKFS’s rights hereunder. Customer represents, warrants and covenants to WKFS that WKFS’s use of the Customer Data in compliance with the foregoing license grant shall not infringe, misappropriate or otherwise violate any intellectual property rights, or other rights, of any third party.liability or

Customer’s Representations. Customer represents, warrants and covenants that: 7.2.1. Customer has full power and authority to enter into this Agreement and all Order Forms hereunder and to perform its obligations under this Agreement and such Order Forms, and that this Agreement and all such Order Forms have been duly authorized and constitute valid and binding obligations of Customer; 7.2.2. Customer is accessing and using the Application solely for Customer’s own internal useuse and/or to provide tax and accounting services to Clients and, to the extent Customer has obtained a Volume-Based Subscription, Customer has provided or confirmed to CCH a good faith estimate of the number of tax returns Customer expects to process during the applicable Term, which number is then used by CCH to determine the appropriate Subscription Fee; 7.2.3. Customer will not access or use the Application to create a product, service or database that competes with WKFS CCH or any Application; 7.2.4. Customer is responsible for complying with all laws, rules, regulations and procedures of local, state, federal and foreign authorities applicable to Customer and its business, including all laws, rules, regulations and procedures of the Internal Revenue Code and Service; 7.2.5. Customer will be solely responsible for compliance with this Agreement by the Authorized Users, and to the extent applicable, all Clients; 7.2.6. Customer will not otherwise violate the rights of any third third-party while accessing or using the Application; 7.2.7. Customer has sole responsibility for the content and accuracy of all data, information, records or files that are uploaded and/or stored on the Application by or on behalf of Customer (“Customer Data”); 7.2.8. Customer agrees will not to: upload or transmit any Customer Data: (i) that Customer does not have the lawful right to copy, transmit, distribute, and display (including any Customer Data that would violate any confidentiality or fiduciary obligations that Customer might have with respect to the Customer Data); (ii) for which Customer does not have the consent or permission from the owner of any personally identifiable information contained in the Customer Data; (iii) that infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights or violates any privacy rights of any third third-party (including any copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity); (iv) that is false or misleading; (v) that is defamatory, obscene, or offensive; or (vi) that violatesif the uploading or transmission would violate, or encourages encourage any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liabilityliability or (vii) that constitutes protected health information under the Health Insurance Portability and Accountability Act (HIPAA) or any successor law; 7.2.9. Customer will not use the Application to transmit, route, provide connections to or store any material that violate or promote the violation of any of the restrictions of subsection 7.2.8 above; 7.2.10. WKFS To the extent Customer needs to upload or transmit to CCH’s servers any Customer Data subject to the General Data Protection Regulation (EU) 2016/679, Customer shall first contact CCH at XXXxxxxxxXxxxxxxx@xxxxxxxxxxxxx.xxx and CCH shall provide Customer with an addendum to this Agreement setting forth the terms and conditions of CCH’s processing of such Customer Data pursuant to this Agreement; and 7.2.11. CCH reserves the right, in its sole discretion, at any time, to remove any Customer Data that it believes to be in violation of this Agreement; and 7.2.11. WKFS does not claim any ownership rights in any Customer Data. However, by making Customer Data available through the Application, Customer grants WKFS the nonexclusive, worldwide, transferable right, on a royalty-free basis, with a right to sublicense this right only to third parties assisting WKFS in providing the Application or otherwise fulfilling WKFS’s obligations hereunder, to possess, store, use, copy, distribute and process Customer Data on the Application on Customer’s behalf and on behalf of Clients (if applicable) solely for the purposes of fulfilling WKFS’s obligations and/or exercising WKFS’s rights hereunder. Customer represents, warrants and covenants to WKFS that WKFS’s use of the Customer Data in compliance with the foregoing license grant shall not infringe, misappropriate or otherwise violate any intellectual property rights, or other rights, of any third party.

Customer’s Representations. Customer represents, warrants and covenants that: 7.2.1. Customer has full power and authority to enter into this Agreement and all Order Forms hereunder and to perform its obligations under this Agreement and such Order Forms, and that this Agreement and all such Order Forms have been duly authorized and constitute valid and binding obligations of Customer; 7.2.2. Customer is accessing and using licensing the Application Software solely for Customer’s own internal useuse and/or to provide tax and accounting services to Customer’s direct Clients and, to the extent Customer has obtained a Volume-Based License, Customer has provided or confirmed to CCH a good faith estimate of the number of tax returns Customer expects to process during the applicable Term, which number is then used by CCH to determine the appropriate License Fee; 7.2.3. Customer will not access or use the Application Software to create a product, service or database that competes with WKFS CCH or any Applicationthe Software; 7.2.4. Customer is responsible for complying with all rules, regulations and procedures of local, state, federal and foreign authorities applicable to Customer and its business, including all rules, regulations and procedures of the Internal Revenue Service; 7.2.5. Customer will be solely responsible for compliance with this Agreement by the Authorized UsersUsers and, to the extent applicable, all Clients; 7.2.6. Customer will not otherwise violate the rights of any third party while accessing or using the ApplicationSoftware; 7.2.7. Customer has sole responsibility for all data, information, records or files that are uploaded and/or stored on the Application CCH’s networks or servers by or on behalf of Customer (“Customer Data”); 7.2.8. Customer agrees will not to: upload or transmit any Customer Data: (i) that Customer does not have the lawful right to copy, transmit, distribute, and display (including any Customer Data that would violate any confidentiality or fiduciary obligations that Customer might have with respect to the Customer Data); (ii) for which Customer does not have the consent or permission from the owner of any personally identifiable information contained in the Customer Data; (iii) that infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights or violates any privacy rights of any third party (including any copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity); (iv) that is false or misleading; (v) that is defamatory, obscene, or offensive; or (vi) that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability; 7.2.9. Customer will not use the Application to transmit, route, provide connections to or store any material that violate or promote the violation of any of the restrictions of subsection 7.2.8 above; 7.2.10. WKFS reserves the right, in its sole discretion, at any time, to remove any Customer Data that it believes to be in violation of this Agreement; and 7.2.11. WKFS does not claim any ownership rights in any Customer Data. However, by making Customer Data available through the Application, Customer grants WKFS the nonexclusive, worldwide, transferable right, on a royalty-free basis, with a right to sublicense this right only to third parties assisting WKFS in providing the Application or otherwise fulfilling WKFS’s obligations hereunder, to possess, store, use, copy, distribute and process Customer Data on the Application on Customer’s behalf and on behalf of Clients (if applicable) solely for the purposes of fulfilling WKFS’s obligations and/or exercising WKFS’s rights hereunder. Customer represents, warrants and covenants to WKFS that WKFS’s use of the Customer Data in compliance with the foregoing license grant shall not infringe, misappropriate or otherwise violate any intellectual property rights, or other rights, of any third party.liability or

Customer’s Representations. Customer represents, warrants and covenants that: 7.2.1. Customer has full power and authority to enter into this Agreement and all Order Forms hereunder and to perform its obligations under this Agreement and such Order Forms, and that this Agreement and all such Order Forms have been duly authorized and constitute valid and binding obligations of Customer; 7.2.2. Customer is accessing and using licensing the Application Software solely for Customer’s own internal useuse and/or to provide tax and accounting services to Customer’s direct Clients and, to the extent Customer has obtained a Volume-Based License, Customer has provided or confirmed to CCH a good faith estimate of the number of tax returns Customer expects to process during the applicable Term, which number is then used by CCH to determine the appropriate License Fee; 7.2.3. Customer will not access or use the Application Software to create a product, service or database that competes with WKFS CCH or any Applicationthe Software; 7.2.4. Customer is responsible for complying with all laws, rules, regulations and procedures of local, state, federal and foreign authorities applicable to Customer and its business, including all laws, rules, regulations and procedures of the Internal Revenue Code and Service; 7.2.5. Customer will be solely responsible for compliance with this Agreement by the Authorized UsersUsers and, to the extent applicable, all Clients; 7.2.6. Customer will not otherwise violate the rights of any third third-party while accessing or using the ApplicationSoftware; 7.2.7. Customer has sole responsibility for the content and accuracy of all data, information, records or files that are uploaded and/or stored on the Application by or on behalf of Customer (“Customer Data”); 7.2.8. Customer agrees will not to: upload or transmit any Customer Data: (i) that Customer does not have the lawful right to copy, transmit, distribute, and display (including any Customer Data that would violate any confidentiality or fiduciary obligations that Customer might have with respect to the Customer Data); (ii) for which Customer does not have the consent or permission from the owner of any personally identifiable information contained in the Customer Data; (iii) that infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights or violates any privacy rights of any third third-party (including any copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity); (iv) that is false or misleading; (v) that is defamatory, obscene, or offensive; or (vi) that violatesif the uploading or transmission would violate, or encourages encourage any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liabilityliability or (vii) that constitutes protected health information under the Health Insurance Portability and Accountability Act (HIPAA) or any successor law; 7.2.9. Customer will not use the Application Software to transmit, route, provide connections to or store any material that violate or promote the violation of any of the restrictions of subsection 7.2.8 above; 7.2.10. WKFS To the extent Customer needs to upload or transmit to CCH’s servers any Customer Data subject to the General Data Protection Regulation (EU) 2016/679, Customer shall first contact CCH at XXXxxxxxxXxxxxxxx@xxxxxxxxxxxxx.xxx and CCH shall provide Customer with an addendum to this Agreement setting forth the terms and conditions of CCH’s processing of such Customer Data pursuant to this Agreement; and 7.2.11. CCH reserves the right, in its sole discretion, at any time, to remove any Customer Data that it believes to be in violation of this Agreement; and 7.2.11. WKFS does not claim any ownership rights in any Customer Data. However, by making Customer Data available through the Application, Customer grants WKFS the nonexclusive, worldwide, transferable right, on a royalty-free basis, with a right to sublicense this right only to third parties assisting WKFS in providing the Application or otherwise fulfilling WKFS’s obligations hereunder, to possess, store, use, copy, distribute and process Customer Data on the Application on Customer’s behalf and on behalf of Clients (if applicable) solely for the purposes of fulfilling WKFS’s obligations and/or exercising WKFS’s rights hereunder. Customer represents, warrants and covenants to WKFS that WKFS’s use of the Customer Data in compliance with the foregoing license grant shall not infringe, misappropriate or otherwise violate any intellectual property rights, or other rights, of any third party.

Customer’s Representations. Customer represents, warrants and covenants that: 7.2.1. Customer has full power and authority to enter into this Agreement and all Order Forms hereunder and to perform its obligations under this Agreement and such Order Forms, and that this Agreement and all such Order Forms have been duly authorized and constitute valid and binding obligations of Customer; 7.2.2. Customer is accessing and using the Application solely for Customer’s own internal use; 7.2.37.2.2. Customer will not access or use the Application to create a product, service or database that competes with WKFS CCH or any Application; 7.2.47.2.3. Customer is responsible for complying with all rules, regulations and procedures of local, state, federal and foreign authorities applicable to Customer and its business, including, without limitation, all rules, regulations and procedures of any state or local taxing authorities, including without limitation, the proper determination of nexus, the applicability of taxes against its products and services, use tax determination and calculation, determination of exempt sales and other variables related to the proper application of sales, use, excise and other consumption and gross receipts taxes against Customer’s data; 7.2.57.2.4. Customer will be solely responsible for compliance with this Agreement by the Authorized Users; 7.2.5. Customer is not prohibited by a third-party agreement from ordering or using the Applications or providing any Customer Data to CCH hereunder; 7.2.6. Customer will not otherwise violate the rights of any third party while accessing or using the Application; 7.2.7. Customer has sole responsibility for all data, information, records or files that are uploaded and/or stored on the Application by or on behalf of Customer (“Customer Data”); 7.2.8. Customer agrees not to: upload or transmit any Customer Data: (ia) that Customer does not have the lawful right to copy, transmit, distribute, and display (including any Customer Data that would violate any confidentiality or fiduciary obligations that Customer might have with respect to the Customer Data); (iib) for which Customer does not have the consent or permission from the owner of any personally identifiable information contained in the Customer Data; (iiic) that infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights or violates any privacy rights of any third party (including including, without limitation, any copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity); (ivd) that is false or misleading; (ve) that is defamatory, obscene, or offensive; or (vif) that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability; 7.2.9. Customer shall not use the Application to store and shall not provide to CCH any personally identifiable information (including any health information) of any individual in connection with use of the Application by or on behalf of Customer; 7.2.10. Customer will not use the Application to transmit, route, provide connections to or store any material that violate or promote the violation of any of the restrictions of subsection 7.2.8 above; 7.2.10. WKFS reserves the right, in its sole discretion, at any time, to remove any Customer Data that it believes to be in violation of this Agreement; and 7.2.11. WKFS does not claim any ownership rights in any Customer Data. However, by making Customer Data available through the Application, Customer grants WKFS the nonexclusive, worldwide, transferable right, on a royalty-free basis, with a right to sublicense this right only to third parties assisting WKFS in providing the Application or otherwise fulfilling WKFS’s obligations hereunder, to possess, store, use, copy, distribute and process Customer Data on the Application on Customer’s behalf and on behalf of Clients (if applicable) solely for the purposes of fulfilling WKFS’s obligations and/or exercising WKFS’s rights hereunder. Customer represents, warrants and covenants to WKFS that WKFS’s use of the Customer Data in compliance with the foregoing license grant shall not infringe, misappropriate or otherwise violate any intellectual property rights, or other rights, of any third party.