From Customer. Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the Platform; and (c) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law.
From Customer. Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in the Agreement.
From Customer. If Customer fails to pay any sum due within the specified schedule, except under those conditions defined as Force Majeure or due to Supplier’s fault, Supplier may claim from Customer as liquidated damages a sum equivalent to zero point one percent (0.1%) of the overdue amount, which shall be applied on daily basis, from the due date until the full settlement of the delayed payment. In any event, the aggregate sum of liquidated damages for any such delay shall not exceed one percent (1%) per month of the outstanding unpaid balance due.
From Customer. You represent and warrant that: (a) you have the full right and authority to enter into, execute, and perform your obligations under this Agreement and that no pending or threatened claim or litigation known to you would have a material adverse impact on your ability to perform as required by this Agreement; (b) you have accurately identified yourself and you have not provided any inaccurate information about yourself to us or through the Service; (c) you are a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law; (d) you will not have any authority to and will not make any representation or warranty on behalf of us or concerning the System other than the warranties contained in this Agreement. No other warranties may be made on behalf of us, including, without limitation, implied warranties of merchantability, satisfactory quality and/or fitness for a particular purpose or non- infringement. You shall not in any manner assume or create any obligation or responsibility, express or implied, on behalf of or in the name of us, or act for or bind us in any respect except as expressly permitted pursuant to this Agreement.
From Customer. Customer represents and warrants that:
(a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement;
(b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the System;
(c) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to Applicable Law;
(d) Customer is authorized to use and access the information and Customer Data that it inputs to the System, and the processed information and Customer Data that is made available to Customer through its use of the System; and
(e) Customer has satisfied itself that the System meets its business needs and is suitable for the purposes for which the System is used.
From Customer. Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the Solution; (c) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law, (d) it has the right to transmit Customer Data and any data or information as may be required for the purposes of accessing the Services, (e) it is responsible for all activities that occur in user accounts, and (f) it shall not misuse the Service by sending spam or otherwise duplicative or unsolicited messages, or store infringing, obscene, threatening, or otherwise unlawful material or material that is harmful to persons or violates third party privacy rights.
From Customer. Customer will indemnify and defend Company and Company’s Associates (as defined below in Section 11.3) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to Customer's alleged or actual use of, misuse of, or failure to use the System, including without limitation: (a) claims by Customer’s Clients or other Users or by Customer's or Customer’s Clients’ employees; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Customer Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the System through Customer’s account, including without limitation by Customer Data; and (d) claims that use of the System through Customer’s account, including by Customer’s Clients or other Users, harasses, defames, or defrauds a third party or violates any a statute or restriction on electronic advertising. Indemnified Claims pursuant to the preceding sentence also include (f) claims related to the injury to or death of any individual, or any loss of or damage to real or tangible personal property, caused by the act or omission of Customer or of any of its agents, subcontractors, or employees. Indemnified Claims listed above in this Section 11.2 include, without limitation, claims arising out of or related to Company’s negligence, but they exclude any claim that would constitute an Indemnified Claims pursuant to Section 11.1 above.
From Customer. 8.2.1 Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the Platform; and (c) it is a corporation, limited liability company, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law.
8.2.2 Customer acknowledges and agrees that except for Altamont’s obligations regarding proper operation of the Platform as expressly set forth herein, Customer is solely responsible for safeguarding Customer Data and for the backup and restoration of Customer Data. Altamont is not responsible for the accuracy and/or completion of Customer Data.
8.2.3 Customer acknowledges and agrees that Altamont only provides tools and advice that Customer may use to support secondary market execution decisions, and that Altamont is neither a party to or a beneficiary of such decisions made by Customer.
8.2.4 Customer acknowledges and agrees that Altamont does not and cannot control the flow of data to or from the Platform and other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inaction of such third parties can impair or disrupt Customer’s connections to the Internet (or portions thereof). Although Altamont will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, Altamont cannot guarantee that such events will not occur. Accordingly, Altamont disclaims all liability resulting from or related to such events.
From Customer. CUSTOMER represents and warrants to Incyte as follows:
(a) CUSTOMER has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of CUSTOMER. This Agreement, when duly executed and delivered by CUSTOMER, constitutes a valid and binding obligation of CUSTOMER, enforceable against it in accordance with its terms.
(b) the execution, delivery or performance of this Agreement by CUSTOMER will not conflict with or result in the breach of any agreement to which CUSTOMER is a party, or conflict with or result in the breach of any instrument, document, law, regulation, judgment, order or decree by which CUSTOMER or its assets are bound.
From Customer. Customer represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement. Customer represents that it has the requisite expertise to evaluate the suitability of, and has undertaken its own investigation of the suitability of, the Hosted Services and that it has relied upon its own skill and judgment in selecting the Hosted Services. Customer agrees it has determined Hosted Services meet Xxxxxxxx’s needs. Customer assumes the entire risk of using the Hosted Service. Customer also represents and warrants that (a) its use of Customer Data complies with Data Protection Laws; (b) it has the legal right to use Customer Data and (c) it has the legal right to allow BMS to process such Customer Data as set forth in this Agreement and any applicable Order.
