Immediate termination by us. We reserve the right to restrict, temporarily or permanently suspend or terminate the Account, or the provision of any Services, at any time and with immediate effect, without incurring liability of any kind to you, if any of the following events occur: 17.1.1 you have not fully complied with our account opening criteria and/or met our account opening criteria (as we shall set from time to time), including, our “Know Your Client” procedures; 17.1.2 you delay or fail to produce any information requested by us under Clause 15 for the purposes of verifying your identity, your beneficial owners (if any) and/or the source of the payment of monies to comply with anti-money laundering and/or anti-terrorism rules under Applicable Laws; 17.1.3 you fail to comply in a timely manner with a request issued by us under Clause 16; 17.1.4 you fail to make any payment to us or any other party when due, whether under this Agreement or otherwise for the Services; 17.1.5 your death or insanity; 17.1.6 any grounds exist for the presentation of a bankruptcy petition against you; 17.1.7 any representation or warranty made by you under this Agreement or through the Platform or for the Services is incomplete, untrue, incorrect or misleading in any material respect; 17.1.8 you have breached the terms of this Agreement; 17.1.9 you are using the Platform or the Services in a manner that may cause us to breach Applicable Laws, incur legal liability or disrupt others’ use of the Platform or the Services; 17.1.10 you are using the Platform or the Services for any illegal activities or where we have reasonable suspicion that you may be doing so, or we become aware or suspect that the Account is or will be used for illegal, fraudulent or unauthorised uses; 17.1.11 we become aware or suspect that your Access Methods (i.e. any user identification, passwords and other security credentials assigned to you and required to access and use the Platform) are stolen, lost, damaged or compromised; 17.1.12 we become aware or suspect that the person accessing the Account or utilising the Services is not you (or your authorised person); 17.1.13 we are required to do so by Applicable Laws or pursuant to a request by any regulatory body; 17.1.14 prolonged scheduled downtime or recurring downtime in respect of the Platform; 17.1.15 a Force Majeure Event; 17.1.16 you publish, post, transfer, distribute or upload any content or information on the Platform or from the Platform which is false, misleading or inaccurate, contains rude and inappropriate language or which creates the impression that any content is sponsored or endorsed by us; 17.1.17 you modify, adapt or reverse engineer the Platform or any part thereof; 17.1.18 you transmit any viruses, worms, defects, Trojan horses or any other items of a destructive nature, or that may otherwise compromise the security of the Platform; 17.1.19 you create multiple Accounts without our prior approval; 17.1.20 you create Accounts by automated means or under false or fraudulent pretences; or 17.1.21 you are, in our opinion, not fit and proper as required under the SFA or the subject of any adverse publicity or involved in any litigation that we reasonably believe would be detrimental to our interests.
Appears in 5 contracts
Samples: Client Agreement, Client Agreement, Client Agreement
Immediate termination by us. We reserve the right to restrict, temporarily or permanently suspend or terminate the your Account, or the provision of any Services, at any time and with immediate effect, without incurring liability of any kind to you, if any of the following events occur:
17.1.1 occur:- (a) you or the Authorised Person, where applicable, have not fully complied with our account opening criteria and/or met our account opening criteria (as we shall set from time to time), including, our “"Know Your Client” " procedures;
17.1.2 you delay or fail to produce any information requested by us under Clause 15 for the purposes of verifying your identity, your beneficial owners ; (if anyb) and/or the source of the payment of monies to comply with anti-money laundering and/or anti-terrorism rules under Applicable Laws;
17.1.3 you fail to comply in a timely manner with a request issued by us under Clause 16;
17.1.4 you fail to make any payment to us or any other party when due, whether under this Agreement or otherwise for the Services;
17.1.5 ; (c) your death or insanity;
17.1.6 ; (d) any grounds exist for the presentation of a bankruptcy petition against you;
17.1.7 ; (e) any representation or warranty made by you under this Agreement or through the Platform or for the Services is incomplete, untrue, incorrect or misleading in any material respect;
17.1.8 ; (f) you have breached the terms of this Agreement;
17.1.9 ; (g) you are using the Platform or the Services in a manner that may cause us to breach Applicable Laws, incur have legal liability or disrupt others’ ' use of the Platform or the Services;
17.1.10 ; (h) you are using the Platform or the Services for any illegal activities or where we have reasonable suspicion that you may be doing so, or we become aware or suspect that the your Account is or will be used for illegal, fraudulent or unauthorised uses;
17.1.11 ; Paragraph 20.1(a) to (s) sets out the circumstances in which we become aware can restrict, suspend, or suspect that terminate your Access Methods (i.e. any user identification, passwords and other security credentials assigned to you and required to access and use the Platform) are stolen, lost, damaged or compromised;
17.1.12 we become aware or suspect that the person accessing the Account or utilising the Services is not you (or your authorised person);
17.1.13 we are required to do so by Applicable Laws or pursuant to a request by any regulatory body;
17.1.14 prolonged scheduled downtime or recurring downtime in respect operation of the Platform;
17.1.15 a Force Majeure Event;
17.1.16 you publish, post, transfer, distribute or upload any content or information on the Platform or from the Platform which is false, misleading or inaccurate, contains rude and inappropriate language or which creates the impression that any content is sponsored or endorsed by us;
17.1.17 you modify, adapt or reverse engineer the Platform or any part thereof;
17.1.18 you transmit Services at any viruses, worms, defects, Trojan horses or any other items of a destructive naturetime and with immediate effect without being liable to you. We also have the right to terminate this Agreement with at least 14 days' written notice, or that with shorter or immediate notice in certain cases. You may otherwise compromise the security of terminate your Account immediately by notifying us through your Account page on the Platform;
17.1.19 you create multiple Accounts without our prior approval;
17.1.20 you create Accounts by automated means or under false or fraudulent pretences; or
17.1.21 you are. Once your Account has been terminated, in our opinion, not fit we will sell your Assets and proper as required under the SFA or the subject of arrange for any adverse publicity or involved in any litigation that we reasonably believe would credit balance to be detrimental transferred to our interestsyour bank account.
Appears in 3 contracts
Samples: Account Opening Agreement, Account Opening Agreement, Account Opening Agreement
Immediate termination by us. We reserve the right to restrict, temporarily or permanently suspend or terminate the Account, or the provision of any Services, at any time and with immediate effect, without incurring liability of any kind to you, if any of the following events occur:
17.1.1 you have not fully complied with our account opening criteria and/or met our account opening criteria (as we shall set from time to time), including, our “Know Your Client” procedures;
17.1.2 you delay or fail to produce any information requested by us under Clause 15 for the purposes of verifying your identity, your beneficial owners (if any) and/or the source of the payment of monies to comply with anti-money laundering and/or anti-terrorism rules under Applicable Laws;
17.1.3 you fail to comply in a timely manner with a request issued by us under Clause 16;
17.1.4 you fail to make any payment to us or any other party when due, whether under this Agreement or otherwise for the Services;
17.1.5 your death or insanity;
17.1.6 any grounds exist for the presentation of a bankruptcy petition against you;
17.1.7 any representation or warranty made by you under this Agreement or through the Platform or for the Services is incomplete, untrue, incorrect or misleading in any material respect;
17.1.8 you have breached the terms of this Agreement;
17.1.9 you are using the Platform or the Services in a manner that may cause us to breach Applicable Laws, incur legal liability or disrupt others’ use of the Platform or the Services;
17.1.10 you are using the Platform or the Services for any illegal activities or where we have reasonable suspicion that you may be doing so, or we become aware or suspect that the Account is or will be used for illegal, fraudulent or unauthorised uses;
17.1.11 we become aware or suspect that your Access Methods (i.e. any user identification, passwords and other security credentials assigned to you and required to access and use the Platform) are stolen, lost, damaged or compromised;
17.1.12 we become aware or suspect that the person accessing the Account or utilising the Services is not you (or your authorised person);
17.1.13 we are required to do so by Applicable Laws or pursuant to a request by any regulatory body;
17.1.14 prolonged scheduled downtime or recurring downtime in respect of the Platform;
17.1.15 a Force Majeure EventEvent occurs;
17.1.16 you publish, post, transfer, distribute or upload any content or information on the Platform or from the Platform which is false, misleading or inaccurate, contains rude and inappropriate language or which creates the impression that any content is sponsored or endorsed by us;
17.1.17 you modify, adapt or reverse engineer the Platform or any part thereof;
17.1.18 you transmit any viruses, worms, defects, Trojan horses or any other items of a destructive nature, or that may otherwise compromise the security of the Platform;
17.1.19 you create multiple Accounts without our prior approval;
17.1.20 you create Accounts by automated means or under false or fraudulent pretences; or
17.1.21 you are, in our opinion, not fit and proper as required under the SFA or are the subject of any adverse publicity or involved in any litigation that we reasonably believe would be detrimental to our interests.
Appears in 2 contracts
Samples: Client Agreement, Client Agreement
Immediate termination by us. We reserve This Agreement may be terminated by us immediately (or at the right earliest time permitted by applicable law) if:
14.2.1 the Hotel is leased or subleased;
14.2.2 a lease of the Hotel terminates;
14.2.3 if the Hotel is not leased, a change occurs of fifty percent (50%) or more of the equitable ownership of the System Hotel within a 12-month period;
14.2.4 a change occurs of fifty percent (50%) or more of the equitable ownership of a leasehold interest within a 12-month period;
14.2.5 if the Hotel is not leased, a change occurs of fifty percent (50%) or more of the equitable ownership of the entity or entities owning the Hotel within a 12-month period;
14.2.6 a change occurs of 50% or more of the equitable ownership of the entity or entities leasing the Hotel within a 12-month period;
14.2.7 a term or condition is not met, after the Board, having provided you with an opportunity for a hearing, has found grounds exist for termination of this Agreement and you have not cured the default within the specified time period;
14.2.8 you fail to restrict, temporarily maintain and provide proof of insurance coverage as required by the Manual;
14.2.9 you do not meet a term or permanently suspend condition whose application was approved by the Board with specific requirements and time frames for compliance and you have been advised that failure to meet any of these requirements will be grounds for automatic termination.
14.2.10 you contest in any court or terminate proceeding our ownership of the Account, System or any part of the System or the provision validity of any Services, at any time and with immediate effect, without incurring liability of any kind to you, if any of the following events occur:
17.1.1 you have not fully complied with our account opening criteria and/or met our account opening criteria (as we shall set from time to time), including, our “Know Your Client” proceduresMarks;
17.1.2 14.2.11 you delay or fail any Equity Owner with a controlling Equity Interest are or have been convicted of a felony, indictable offense, or any other offense or conduct, if we determine in our business judgment it is likely to produce adversely reflect on or affect the Hotel, the System, us and/or any information requested by us under Clause 15 for the purposes of verifying your identity, your beneficial owners (if any) and/or the source of the payment of monies to comply with anti-money laundering and/or anti-terrorism rules under Applicable LawsEntity;
17.1.3 14.2.12 you fail to comply in a timely manner with a request issued by us under Clause 16;
17.1.4 you fail to make any payment conceal revenues, maintain false books and records of accounts, submit false reports or information to us or any other party when due, whether under this Agreement or otherwise for the Servicesattempt to defraud us;
17.1.5 14.2.13 you, your death Affiliate or insanityGuarantor are or become a Competitor;
17.1.6 14.2.14 you Transfer any grounds exist for interest in yourself, this Agreement, the presentation of a bankruptcy petition against you;
17.1.7 any representation Hotel or warranty made by you under this Agreement or through the Platform or for the Services is incompleteHotel Site, untrue, incorrect or misleading other than in any material respect;
17.1.8 you have breached the terms of compliance with this Agreement;
17.1.9 you 14.2.15 you, your Affiliate or Guarantor become a Sanctioned Person or are using owned or controlled by a Sanctioned Person or fail to comply with the Platform or the Services in a manner that may cause us to breach Applicable Laws, incur legal liability or disrupt others’ use provisions of the Platform or the ServicesSubsection 17.15;
17.1.10 you are using the Platform or the Services for any illegal activities or where we have reasonable suspicion that you may be doing so, or we become aware or suspect that the Account is or will be used for illegal, fraudulent or unauthorised uses;
17.1.11 we become aware or suspect that 14.2.16 your Access Methods (i.e. any user identification, passwords and other security credentials assigned Guarantor breaches its guaranty to you and required to access and use the Platform) are stolen, lost, damaged or compromised;
17.1.12 we become aware or suspect that the person accessing the Account or utilising the Services is not you (or your authorised person);
17.1.13 we are required to do so by Applicable Laws or pursuant to a request by any regulatory body;
17.1.14 prolonged scheduled downtime or recurring downtime in respect of the Platform;
17.1.15 a Force Majeure Event;
17.1.16 you publish, post, transfer, distribute or upload any content or information on the Platform or from the Platform which is false, misleading or inaccurate, contains rude and inappropriate language or which creates the impression that any content is sponsored or endorsed by us;
17.1.17 you modify, adapt or reverse engineer the Platform or any part thereof;
17.1.18 you transmit any viruses, worms, defects, Trojan horses or any other items of a destructive nature, or that may otherwise compromise the security of the Platform;
17.1.19 you create multiple Accounts without our prior approval;
17.1.20 you create Accounts by automated means or under false or fraudulent pretences; or
17.1.21 you are14.2.17 a threat or danger to public health, in our opinionwelfare or safety results from the construction, not fit and proper as required under maintenance, or operation of the SFA or the subject of any adverse publicity or involved in any litigation that we reasonably believe would be detrimental to our interestsHotel.
Appears in 1 contract
Samples: Franchise Agreement (Best Western International, Inc.)
Immediate termination by us. We reserve the right to restrict, temporarily or permanently suspend or terminate the your Account, or the provision of any Services, at any time and with immediate effect, without incurring liability of any kind to you, if if, at our sole discretion, any of the following events occur:
17.1.1 occur:- (a) you have not fully complied with our account opening criteria and/or met our account opening criteria (as we shall set from time to time), including, our “Know Your Client” procedures;
17.1.2 you delay or fail to produce any information requested by us under Clause 15 for the purposes of verifying your identity, your beneficial owners ; (if anyb) and/or the source of the payment of monies to comply with anti-money laundering and/or anti-terrorism rules under Applicable Laws;
17.1.3 you fail to comply in a timely manner with a request issued by us under Clause 16;
17.1.4 you fail to make any payment to us or any other party when due, whether under this Agreement or otherwise for the Services;
17.1.5 ; (c) your death or insanity;
17.1.6 ; (d) any grounds exist for the presentation of a bankruptcy petition against you;
17.1.7 ; (e) any representation or warranty made by you under this Agreement or through the Platform or for the Services is incomplete, untrue, incorrect or misleading in any material respect;
17.1.8 ; (f) you have breached the terms of this Agreement;
17.1.9 ; (g) you are using the Platform or the Services in a manner that may cause us to breach Applicable Laws, incur have legal liability or disrupt others’ use of the Platform or the Services;
17.1.10 ; (h) you are using the Platform or the Services for any illegal activities or where we have reasonable suspicion that you may be doing so, or we become aware or suspect that Paragraph 19.1(a) to (s) sets out the Account is circumstances where we can restrict, suspend or will be used for illegalterminate your Account, fraudulent or unauthorised uses;
17.1.11 we become aware or suspect that your Access Methods (i.e. any user identification, passwords and other security credentials assigned to you and required to access and use the Platform) are stolen, lost, damaged or compromised;
17.1.12 we become aware or suspect that the person accessing the Account or utilising the Services is not you (or your authorised person);
17.1.13 we are required to do so by Applicable Laws or pursuant to a request by any regulatory body;
17.1.14 prolonged scheduled downtime or recurring downtime in respect operation of the Platform;
17.1.15 a Force Majeure Event;
17.1.16 you publish, post, transfer, distribute or upload any content or information on the Platform or from the Platform which is false, misleading or inaccurate, contains rude and inappropriate language or which creates the impression that any content is sponsored or endorsed by us;
17.1.17 you modify, adapt or reverse engineer the Platform or any part thereof;
17.1.18 you transmit Services at any virusestime and with immediate effect, wormswithout having to be liable to you. Otherwise, defects, Trojan horses or any other items of a destructive naturewe also have the right to terminate this Agreement with at least 14 days' written notice, or that with shorter or immediate notice in certain cases. You may otherwise compromise terminate your Account (1) within five (5) Business Days from the security of date the Account is opened without having to give prior notice to us or to pay for any damage to us resulting from your termination or (2) otherwise, immediately by providing us with notice through your Account page on the Platform;
17.1.19 you create multiple Accounts without our prior approval;
17.1.20 you create Accounts by automated means or under false or fraudulent pretences; or
17.1.21 you are. Once your Account has been terminated, in our opinion, not fit we will sell your Assets and proper as required under the SFA or the subject of arrange for any adverse publicity or involved in any litigation that we reasonably believe would credit balance to be detrimental transferred to our interestsyour bank account.
Appears in 1 contract
Samples: Account Opening Agreement
Immediate termination by us. We reserve the right to restrict, temporarily or permanently suspend or terminate the your Account, or the provision of any Services, at any time and with immediate effect, without incurring liability of any kind to you, if any of the following events occur:
17.1.1 occur:- (a) you have not fully complied with our account opening criteria and/or met our account opening criteria (as we shall set from time to time), including, our “"Know Your Client” " procedures;
17.1.2 you delay or fail to produce any information requested by us under Clause 15 for the purposes of verifying your identity, your beneficial owners ; (if anyb) and/or the source of the payment of monies to comply with anti-money laundering and/or anti-terrorism rules under Applicable Laws;
17.1.3 you fail to comply in a timely manner with a request issued by us under Clause 16;
17.1.4 you fail to make any payment to us or any other party when due, whether under this Agreement or otherwise for the Services;
17.1.5 ; (c) your death or insanity;
17.1.6 ; (d) any grounds exist for the presentation of a bankruptcy petition against you;
17.1.7 ; (e) any representation or warranty made by you under this Agreement or through the Platform or for the Services is incomplete, untrue, incorrect or misleading in any material respect;
17.1.8 ; (f) you have breached the terms of this Agreement;
17.1.9 ; (g) you are using the Platform or the Services in a manner that may cause us to breach Applicable Laws, incur have legal liability or disrupt others’ ' use of the Platform or the Services;
17.1.10 ; (h) you are using the Platform or the Services for any illegal activities or where we have reasonable suspicion that you may be doing so, or we become aware or suspect that the your Account is or will be used for illegal, fraudulent or unauthorised uses;
17.1.11 ; (i) we become aware or suspect that your Access Methods (i.e. any user identification, passwords and other security credentials assigned Paragraph 19.1(a) to you and required to access and use (s) sets out the Platform) are stolencircumstances where we can restrict, lostsuspend or terminate your Account, damaged or compromised;
17.1.12 we become aware or suspect that the person accessing the Account or utilising the Services is not you (or your authorised person);
17.1.13 we are required to do so by Applicable Laws or pursuant to a request by any regulatory body;
17.1.14 prolonged scheduled downtime or recurring downtime in respect operation of the Platform;
17.1.15 a Force Majeure Event;
17.1.16 you publish, post, transfer, distribute or upload any content or information on the Platform or from the Platform which is false, misleading or inaccurate, contains rude and inappropriate language or which creates the impression that any content is sponsored or endorsed by us;
17.1.17 you modify, adapt or reverse engineer the Platform or any part thereof;
17.1.18 you transmit Services at any virusestime and with immediate effect, wormswithout having to be liable to you. Otherwise, defects, Trojan horses or any other items of a destructive naturewe also have the right to terminate this Agreement with at least 14 days' written notice, or that with shorter or immediate notice in certain cases. You may otherwise compromise the security of terminate your Account immediately by providing us with notice through your Account page on the Platform;
17.1.19 you create multiple Accounts without our prior approval;
17.1.20 you create Accounts by automated means or under false or fraudulent pretences; or
17.1.21 you are. Once your Account has been terminated, in our opinion, not fit we will sell your Assets and proper as required under the SFA or the subject of arrange for any adverse publicity or involved in any litigation that we reasonably believe would credit balance to be detrimental transferred to our interestsyour bank account.
Appears in 1 contract
Samples: Account Opening Agreement
Immediate termination by us. We reserve the right to restrict, temporarily or permanently suspend or terminate the your Account, or the provision of any Services, at any time and with immediate effect, without incurring liability of any kind to you, if any of the following events occur:
17.1.1 occur:- (a) you have not fully complied with our account opening criteria and/or met our account opening criteria (as we shall set from time to time), including, our “"Know Your Client” " procedures;
17.1.2 you delay or fail to produce any information requested by us under Clause 15 for the purposes of verifying your identity, your beneficial owners ; (if anyb) and/or the source of the payment of monies to comply with anti-money laundering and/or anti-terrorism rules under Applicable Laws;
17.1.3 you fail to comply in a timely manner with a request issued by us under Clause 16;
17.1.4 you fail to make any payment to us or any other party when due, whether under this Agreement or otherwise for the Services;
17.1.5 ; (c) your death or insanity;
17.1.6 ; (d) any grounds exist for the presentation of a bankruptcy petition against you;
17.1.7 ; (e) any representation or warranty made by you under this Agreement or through the Platform or for the Services is incomplete, untrue, incorrect or misleading in any material respect;
17.1.8 ; (f) you have breached the terms of this Agreement;
17.1.9 ; (g) you are using the Platform or the Services in a manner that may cause us to breach Applicable Laws, incur have legal liability or disrupt others’ ' use of the Platform or the Services;
17.1.10 ; (h) you are using the Platform or the Services for any illegal activities or where we have reasonable suspicion that you may be doing so, or we become aware or suspect that the your Account is or will be used for illegal, fraudulent or unauthorised unauthorized uses;
17.1.11 ; Paragraph 20.1(a) to (s) sets out the circumstances in which we become aware can restrict, suspend, or suspect that terminate your Access Methods (i.e. any user identification, passwords and other security credentials assigned to you and required to access and use the Platform) are stolen, lost, damaged or compromised;
17.1.12 we become aware or suspect that the person accessing the Account or utilising the Services is not you (or your authorised person);
17.1.13 we are required to do so by Applicable Laws or pursuant to a request by any regulatory body;
17.1.14 prolonged scheduled downtime or recurring downtime in respect operation of the Platform;
17.1.15 a Force Majeure Event;
17.1.16 you publish, post, transfer, distribute or upload any content or information on the Platform or from the Platform which is false, misleading or inaccurate, contains rude and inappropriate language or which creates the impression that any content is sponsored or endorsed by us;
17.1.17 you modify, adapt or reverse engineer the Platform or any part thereof;
17.1.18 you transmit Services at any viruses, worms, defects, Trojan horses or any other items of a destructive naturetime and with immediate effect without being liable to you. We also have the right to terminate this Agreement with at least 14 days' written notice, or that with shorter or immediate notice in certain cases. You may otherwise compromise the security of terminate your Account immediately by notifying us through your Account page on the Platform;
17.1.19 you create multiple Accounts without our prior approval;
17.1.20 you create Accounts by automated means or under false or fraudulent pretences; or
17.1.21 you are. Once your Account has been terminated, in our opinion, not fit we will sell your Assets and proper as required under the SFA or the subject of arrange for any adverse publicity or involved in any litigation that we reasonably believe would credit balance to be detrimental transferred to our interestsyour bank account.
Appears in 1 contract
Samples: Account Opening Agreement
Immediate termination by us. We reserve the right to restrict, temporarily or permanently suspend or terminate the Account, or the provision of any Services, at any time and with immediate effect, without incurring liability of any kind to you, if any of the following events occur:
17.1.1 you have not fully complied with our account opening criteria and/or met our account opening criteria (as we shall set from time to time), including, our “Know Your Client” procedures;
17.1.2 you delay or fail to produce any information requested by us under Clause 15 for the purposes of verifying your identity, your beneficial owners (if any) and/or the source of the payment of monies to comply with anti-money laundering and/or anti-terrorism rules under Applicable Laws;
17.1.3 you fail to comply in a timely manner with a request issued by us under Clause 16;
17.1.4 you fail to make any payment to us or any other party when due, whether under this Agreement or otherwise for the Services;
17.1.5 your death or insanity;
17.1.6 any grounds exist for the presentation of a bankruptcy petition against you;
17.1.7 any representation or warranty made by you under this Agreement or through the Platform or for the Services is incomplete, untrue, incorrect or misleading in any material respect;
17.1.8 you have breached the terms of this Agreement;
17.1.9 you are using the Platform or the Services in a manner that may cause us to breach Applicable Laws, incur legal liability or disrupt others’ use of the Platform or the Services;
17.1.10 you are using the Platform or the Services for any illegal activities or where we have reasonable suspicion that you may be doing so, or we become aware or suspect that the Account is or will be used for illegal, fraudulent or unauthorised unauthorized uses;
17.1.11 we become aware or suspect that your Access Methods (i.e. any user identification, passwords and other security credentials assigned to you and required to access and use the Platform) are stolen, lost, damaged or compromised;
17.1.12 we become aware or suspect that the person accessing the Account or utilising the Services is not you (or your authorised person);
17.1.13 we are required to do so by Applicable Laws or pursuant to a request by any regulatory body;
17.1.14 prolonged scheduled downtime or recurring downtime in respect of the Platform;
17.1.15 a Force Majeure Event;
17.1.16 you publish, post, transfer, distribute or upload any content or information on the Platform or from the Platform which is false, misleading or inaccurate, contains rude and inappropriate language or which creates the impression that any content is sponsored or endorsed by us;
17.1.17 you modify, adapt or reverse engineer the Platform or any part thereof;
17.1.18 you transmit any viruses, worms, defects, Trojan horses or any other items of a destructive nature, or that may otherwise compromise the security of the Platform;
17.1.19 you create multiple Accounts without our prior approval;
17.1.20 you create Accounts by automated means or under false or fraudulent pretences; or
17.1.21 you are, in our opinion, not fit and proper as required under the SFA or the subject of any adverse publicity or involved in any litigation that we reasonably believe would be detrimental to our interests.
Appears in 1 contract
Samples: Client Agreement
Immediate termination by us. We reserve may immediately terminate this Agreement on notice to you and without any opportunity to cure the default if:
14.2.1 after curing any material breach of this Agreement or the Standards, you engage in the same non-compliance within any consecutive twenty-four (24) month period, whether or not the non-compliance is corrected after notice, which pattern of non-compliance in
14.2.2 you receive three (3) notices of material default in any twelve (12) month period, even if the defaults have been cured;
14.2.3 you fail to pay debts as they become due or admit in writing your inability to pay your debts or you make a general assignment for the benefit of your creditors;
14.2.4 you have an order entered against you appointing a receiver for the Hotel or a substantial part of your or the Hotel's assets or you file a voluntary petition in bankruptcy or any pleading seeking any reorganization, liquidation, or dissolution under any law, or you admit or fail to contest the material allegations of any such pleading filed against you or the Hotel, and the action results in the entry of an order for relief against you under the Bankruptcy Code, the adjudication of you as insolvent, or the abatement of the claims of creditors of you or the Hotel under any law;
14.2.5 you or your Guarantor lose possession or the right to restrictpossession of all or a significant part of the Hotel or Hotel Site for any reason other than those described in Section 11;
14.2.6 you fail to operate the Hotel for five (5) consecutive days, temporarily unless the failure to operate is due to fire, flood, earthquake or permanently suspend similar causes beyond your control, provided that you have taken reasonable steps to minimize the impact of such events;
14.2.7 you contest in any court or terminate proceeding our ownership of the AccountSystem or any part of the System or the validity of any of the Marks;
14.2.8 you or any Equity Owner with a controlling Equity Interest are or have been convicted of a felony or any other offense or conduct, if we determine in our business judgment it is likely to adversely reflect on or affect the Hotel, the System, us and/or any Entity;
14.2.9 you conceal revenues, maintain false books and records of accounts, submit false reports or information to us or otherwise attempt to defraud us;
14.2.10 you, your Affiliate or a Guarantor become a Competitor except as otherwise permitted by Subsection 5.1.15;
14.2.11 you Transfer any interest in yourself, this Agreement, the Hotel or the Hotel Site, other than in compliance with Section 13 and its subparts;
14.2.12 you, your Affiliate or a Guarantor become a Sanctioned Person or are owned or controlled by a Sanctioned Person or fail to comply with the provisions of Subsection 17.13;
14.2.13 information is disclosed involving you or your Affiliates, which, in our business judgment, is likely to adversely reflect on or affect in any manner, any gaming licenses or permits held by the Entities or the then-current stature of any of the Entities with any gaming commission, board, or similar governmental or regulatory agency, or the provision reputation or business of any Services, at any time and with immediate effect, without incurring liability of any kind to you, if any of the following events occur:
17.1.1 you have not fully complied with our account opening criteria and/or met our account opening criteria (as we shall set from time to time), including, our “Know Your Client” proceduresEntities;
17.1.2 you delay or fail 14.2.14 any Guarantor breaches its guaranty to produce any information requested by us under Clause 15 for the purposes of verifying your identity, your beneficial owners (if any) and/or the source of the payment of monies to comply with anti-money laundering and/or anti-terrorism rules under Applicable Laws;
17.1.3 you fail to comply in a timely manner with a request issued by us under Clause 16;
17.1.4 you fail to make any payment to us or any other party when due, whether under this Agreement or otherwise for the Services;
17.1.5 your death or insanity;
17.1.6 any grounds exist for the presentation of a bankruptcy petition against you;
17.1.7 any representation or warranty made by you under this Agreement or through the Platform or for the Services is incomplete, untrue, incorrect or misleading in any material respect;
17.1.8 you have breached the terms of this Agreement;
17.1.9 you are using the Platform or the Services in a manner that may cause us to breach Applicable Laws, incur legal liability or disrupt others’ use of the Platform or the Services;
17.1.10 you are using the Platform or the Services for any illegal activities or where we have reasonable suspicion that you may be doing so, or we become aware or suspect that the Account is or will be used for illegal, fraudulent or unauthorised uses;
17.1.11 we become aware or suspect that your Access Methods (i.e. any user identification, passwords and other security credentials assigned to you and required to access and use the Platform) are stolen, lost, damaged or compromised;
17.1.12 we become aware or suspect that the person accessing the Account or utilising the Services is not you (or your authorised person);
17.1.13 we are required to do so by Applicable Laws or pursuant to a request by any regulatory body;
17.1.14 prolonged scheduled downtime or recurring downtime in respect of the Platform;
17.1.15 a Force Majeure Event;
17.1.16 you publish, post, transfer, distribute or upload any content or information on the Platform or from the Platform which is false, misleading or inaccurate, contains rude and inappropriate language or which creates the impression that any content is sponsored or endorsed by us;
17.1.17 you modify, adapt or reverse engineer the Platform or any part thereof;
17.1.18 you transmit any viruses, worms, defects, Trojan horses or any other items of a destructive nature, or that may otherwise compromise the security of the Platform;
17.1.19 you create multiple Accounts without our prior approval;
17.1.20 you create Accounts by automated means or under false or fraudulent pretences; or
17.1.21 you are14.2.15 a threat or danger to public health or safety results from the construction, in our opinionmaintenance, not fit and proper as required under or operation of the SFA or the subject of any adverse publicity or involved in any litigation that we reasonably believe would be detrimental to our interestsHotel.
Appears in 1 contract
Samples: Franchise Agreement
Immediate termination by us. We reserve the right to restrict, temporarily or permanently suspend or terminate the Account, or the provision of any Services, at any time and with immediate effect, without incurring liability of any kind to you, if any of the following events occur:occur:
17.1.1 you have not fully complied with our account opening criteria and/or met our account opening criteria (as we shall set from time to time), including, our “Know Your Client” procedures;
17.1.2 you delay or fail to produce any information requested by us under Clause 15 for the purposes of verifying your identity, your beneficial owners (if any) and/or the source of the payment of monies to comply with anti-money laundering and/or anti-terrorism rules under Applicable Laws;
17.1.3 you fail to comply in a timely manner with a request issued by us under Clause 16;
17.1.4 you fail to make any payment to us or any other party when due, whether under this Agreement or otherwise for the Services;
17.1.5 your death or insanity;
17.1.6 any grounds exist for the presentation of a bankruptcy petition against you;
17.1.7 any representation or warranty made by you under this Agreement or through the Platform or for the Services is incomplete, untrue, incorrect or misleading in any material respect;
17.1.8 you have breached the terms of this Agreement;
17.1.9 you are using the Platform or the Services in a manner that may cause us to breach Applicable Laws, incur legal liability or disrupt others’ use of the Platform or the Services;
17.1.10 you are using the Platform or the Services for any illegal activities or where we have reasonable suspicion that you may be doing so, or we become aware or suspect that the Account is or will be used for illegal, fraudulent or unauthorised unauthorized uses;
17.1.11 we become aware or suspect that your Access Methods (i.e. any user identification, passwords and other security credentials assigned to you and required to access and use the Platform) are stolen, lost, damaged or compromised;
17.1.12 we become aware or suspect that the person accessing the Account or utilising the Services is not you (or your authorised person);
17.1.13 we are required to do so by Applicable Laws or pursuant to a request by any regulatory body;
17.1.14 prolonged scheduled downtime or recurring downtime in respect of the Platform;
17.1.15 a Force Majeure Event;
17.1.16 you publish, post, transfer, distribute or upload any content or information on the Platform or from the Platform which is false, misleading or inaccurate, contains rude and inappropriate language or which creates the impression that any content is sponsored or endorsed by us;
17.1.17 you modify, adapt or reverse engineer the Platform or any part thereof;
17.1.18 you transmit any viruses, worms, defects, Trojan horses or any other items of a destructive nature, or that may otherwise compromise the security of the Platform;
17.1.19 you create multiple Accounts without our prior approval;
17.1.20 you create Accounts by automated means or under false or fraudulent pretences; or
17.1.21 you are, in our opinion, not fit and proper as required under the SFA or the subject of any adverse publicity or involved in any litigation that we reasonably believe would be detrimental to our interests.
Appears in 1 contract
Samples: Client Agreement
Immediate termination by us. We reserve the right to restrict, temporarily or permanently suspend or terminate the your Account, or the provision of any Services, at any time and with immediate effect, without incurring liability of any kind to you, if if, at our sole discretion, any of the following events occur:
17.1.1 occur:- (a) you have not fully complied with our account opening criteria and/or met our account opening criteria (as we shall set from time to time), including, our “Know Your Client” procedures;
17.1.2 you delay or fail to produce any information requested by us under Clause 15 for the purposes of verifying your identity, your beneficial owners ; (if anyb) and/or the source of the payment of monies to comply with anti-money laundering and/or anti-terrorism rules under Applicable Laws;
17.1.3 you fail to comply in a timely manner with a request issued by us under Clause 16;
17.1.4 you fail to make any payment to us or any other party when due, whether under this Agreement or otherwise for the Services;
17.1.5 ; (c) your death or insanity;
17.1.6 ; (d) any grounds exist for the presentation of a bankruptcy petition against you;
17.1.7 ; (e) any representation or warranty made by you under this Agreement or through the Platform or for the Services is incomplete, untrue, incorrect or misleading in any material respect;
17.1.8 ; (f) you have breached the terms of this Agreement;
17.1.9 ; (g) you are using the Platform or the Services in a manner that may cause us to breach Applicable Laws, incur have legal liability or disrupt others’ use of the Platform or the Services;
17.1.10 ; (h) you are using the Platform or the Services for any illegal activities or where we have reasonable suspicion that you may be doing so, or we become aware or suspect that the your Account is or will be used for illegal, fraudulent or unauthorised uses;
17.1.11 ; (i) we become aware or suspect that your Access Methods (i.e. any user identification, passwords and other security credentials assigned to you and required to access and use the Platform) are stolen, lost, damaged or compromised;
17.1.12 ; (j) we become aware or suspect that the person accessing the logged into your Account or utilising the Services is not you you, (or your authorised person);
17.1.13 k) we are required to do so by Applicable Laws or pursuant to a request by any regulatory body;
17.1.14 prolonged ; (l) scheduled downtime or recurring downtime in respect of the Platform;
17.1.15 downtime; (m) a Force Majeure Event;
17.1.16 ; (n) you publish, post, transfer, distribute or upload any content or information on the Platform or from to the Platform which is false, misleading or inaccurateParagraph 19.1(a) to (s) sets out the circumstances where we can restrict, contains rude and inappropriate language suspend or which creates terminate your Account, or the impression that any content is sponsored or endorsed by us;
17.1.17 you modify, adapt or reverse engineer operation of the Platform or any part thereof;
17.1.18 you transmit Services at any virusestime and with immediate effect, wormswithout having to be liable to you. Otherwise, defects, Trojan horses or any other items of a destructive naturewe also have the right to terminate this Agreement with at least 14 days' written notice, or that with shorter or immediate notice in certain cases. You may otherwise compromise terminate your Account (1) within five (5) Business Days from the security of date the Account is opened without having to give prior notice to us or to pay for any damage to us resulting from your termination or (2) otherwise, immediately by providing us with notice through your Account page on the Platform;
17.1.19 you create multiple Accounts without our prior approval;
17.1.20 you create Accounts by automated means or under false or fraudulent pretences; or
17.1.21 you are. Once your Account has been terminated, in our opinion, not fit we will sell your Assets and proper as required under the SFA or the subject of arrange for any adverse publicity or involved in any litigation that we reasonably believe would credit balance to be detrimental transferred to our interestsyour bank account.
Appears in 1 contract
Samples: Account Opening Agreement
