Partner Warranties. 6.1 Partner represents, warrants and undertakes to Partnerize that:
(a) its acceptance of this Agreement, and its performance of its obligations and duties under it, do not and will not breach any agreement to which Partner is a party or by which it is otherwise bound;
(b) all information and data Partner supplies to Partnerize, Advertiser, Users and any other party through or in connection with this Agreement is correct, accurate, up-to-date and not misleading;
(c) The Site and Partner's activities through and in connection with the Services and the relevant Advertiser Network, shall comply with the Data Protection Legislation, applicable anti-bribery and corruption legislation, and any and all other applicable laws, regulations and codes of conduct in force from time to time as amended, re-enacted, extended or consolidated. Partner shall promptly notify Partnerize, if Partner becomes aware of any corruption or breach of Data Protection Legislation in relation to this Agreement;
(d) it shall adhere to the Partner Guidelines at all times, as well as industry best practice in promoting Campaigns;
(e) its Site and its activities through and in connection with the Partnerize Services and relevant Advertiser Network shall not contain, transmit or otherwise involve any Malware or other equivalent or similar code or material;
(f) it shall provide a clear and conspicuous link to its privacy policy from each page on its Site, and such privacy policy shall be in compliance with applicable laws, including the Data Protection Legislation;
(g) it shall disclose to Users its commercial relationship with Advertiser to the extent, and in the manner, required by all applicable law, regulation, or codes of conduct;
(h) any Intellectual Property it uses does not and will not infringe any third-party right (including without limitation by being obscene, defamatory or infringing any copyright, trade mark or other proprietary right);
(i) that Partner’s participation in the Campaigns is undertaken in the course of a business.
Partner Warranties a. Partner represents and warrants to Xxxxxxx.xxx that it will not and will procure that the other members of the Partner Group will not without the express prior consent of Xxxxxxx.xxx:
i. discuss matters connected to this Agreement directly with any Travel Experience supplier;
ii. make Reservations on its own behalf, with the purpose of reselling them to or for the benefit of a third party;
iii. speak negatively or detrimentally about Xxxxxxx.xxx except as otherwise protected by Applicable Law;
iv. knowingly adversely affect Xxxxxxx.xxx’s position in the market, relationship with any supplier of a Travel Experience, brand or goodwill;
v. use, exploit or otherwise employ, directly or indirectly, any Third Party Platforms to seek to avoid its obligations or circumvent restrictions under this Agreement;
vi. use Xxxxxxx.xxx Materials to offer price comparison;
vii. directly or indirectly use or create any pay-per-click advertisement on search (including meta search but excluding general search) or blog websites that directs, redirects or links to the relevant Travel Experience landing page on the Partner Platform or the Xxxxxxx.xxx Platform where the Travel Experience is advertised, promoted and/or included; or
viii. require any Guest to use or redeem e-money or crypto currency in order to make a Reservation.
b. Partner shall notify and agree in advance with Xxxxxxx.xxx any proposed material change to the way in which Visitors access the Xxxxxxx.xxx Platform or the current presentation of the Partner Platform. If Xxxxxxx.xxx does not agree to a material change, both parties may terminate this Agreement with immediate effect.
c. Partner shall promptly notify Xxxxxxx.xxx if it becomes aware of any information about a Visitor, Guest, Reservation or Materialised Transaction which may, or already has, resulted in a Fraudulent Reservation.
d. Partner is an independent contractor for all purposes, and will be responsible and liable for its own Taxes, social contributions and all other Tax related matters.
e. Partner will notify Xxxxxxx.xxx promptly upon becoming aware of any breach of this Clause 6.2.
Partner Warranties. Partner represents and warrants to ABG that (a) the Services shall be performed and the Deliverables created
(i) in accordance with ABG’s, (ii) in a professional manner, using the highest standards of workmanship, care, good faith, and integrity, and (iii) in accordance with all applicable laws, ordinances, regulations and orders, including without limitation federal, state or local laws of the United States or any other country, and Partner shall obtain all permits, registrations and licenses required to comply with such laws, ordinances, regulations and order; (b) none of the Deliverables, or any part thereof will (i) contain libelous, injurious or unlawful material; or (ii) infringe the copyright, patent, trademark, trade name, trade secret or other proprietary rights of any third party; (c) the Deliverables and Services are free and clear of any and all mortgages, liens or other encumbrances; and (e) neither the execution of this Agreement nor the performance of Services or delivery of Deliverables violates or will violate any contractual right of any third party.
Partner Warranties. 4.1. Partner represents, warrants and undertakes to Partnerize that:
a) the Site and Partner's activities through and in connection with the Services and the relevant Advertiser Network, shall comply with the Data Protection Legislation, applicable anti-bribery and corruption legislation, and any and all other applicable laws, regulations and codes of conduct in force from time to time as amended, re-enacted, extended or consolidated. Partner shall promptly notify Partnerize, if Partner becomes aware of any corruption or breach of Data Protection Legislation in relation to this Agreement;
b) it shall adhere to the Partner Guidelines at all times, as well as industry best practice in promoting Campaigns;
c) its Site and its activities through and in connection with the Partnerize Services and relevant Advertiser Network shall not contain, transmit or otherwise involve any Malware or other equivalent or similar code or material;
d) it shall provide a clear and conspicuous link to its privacy policy from each page on its Site, and such privacy policy shall be in compliance with applicable laws, including the Data Protection Legislation.
Partner Warranties. Partner represents and warrants to Red Hat (a) it has all rights, titles and interests necessary to perform its obligations under this Appendix and the Agreement and to grant the license rights set forth in Section 6 above, (b) that any use of Partner Products by End Users and/or Red Hat does not misappropriate or infringe, directly or indirectly, the intellectual property rights of any third party, (c) Partner has and will provide accurate and timely information, including but not limited to export information, and (d) Partner is not aware of any third party claims that would impair or limit its ability to perform its obligations under this Agreement, including without limitation any of the license rights granted to Red Hat hereunder.
Partner Warranties. Partner represents and warrants that: (i) the information Partner provides in connection with any Program, including Leads and registration information of Referred Clients and their billing information is current, accurate, and complete; (ii) to the extent Partner provides any Personal Information of data subjects protected by the GDPR, Partner has the affirmative prior consent of the data subjects to provide such Personal Information to Avalara; (iii) Partner will not engage in any unfair or deceptive marketing practices whether by statement, act, omission, or implication and will immediately cease all such marketing upon a written request from Avalara; and (iv) any Leads or Referred Clients that Partner provides are not on the United States Department of Treasury, Office of Foreign Asset Control’s list of Specially Designated National and Blocked Persons.
Partner Warranties. Partner hereby represents and warrants to Licensor that: (a) it is authorized to enter into this Agreement; (b) it is the exclusive owner of all rights and interests in the Partner’s Sites.
Partner Warranties. You represent and warrant on behalf of Yourself and anyone acting on Your behalf, including your Authorized Users and Affiliates, that throughout the term of this Agreement: (i) You have all necessary rights, power, and authority to: (a) enter into, and be legally bound by, this Agreement, without violation of any other agreements or policies, or the applicable law; (b) to authorize UiPath to access and use Your data and information and to perform the functions described in this Agreement, all without violation of any other agreements or policies, or the applicable law; (ii) You, the Partner Product and Partner Assets, together with all other materials accessible from or that provide access to Partner Products and Partner Assets comply with and will continue to comply with all requirements of this Agreement and the applicable laws and regulations. By submitting a Partner Product to UiPath, You represent and warrant that such Partner Product satisfies and complies with the terms of this Agreement, the Policies and all applicable laws; (iii) If applicable, the Partner Products are developed in accordance with the UiPath Developer Agreement available in the Trust Portal; (iv) listing, distribution, and monetization of Partner Products in the Marketplace does not and will not violate any agreements to which You are a party or of which You are otherwise aware;
Partner Warranties. You represent and warrant on behalf of Yourself and anyone acting on Your behalf, including your Authorized Users and Affiliates, that throughout the term of this Agreement: (i) You have all necessary rights, power, and authority to: (a) enter into, and be legally bound by, this Agreement, without violation of any other agreements or policies, or the applicable law; (b) to authorize UiPath to access and use Your data and information and to perform the functions described in this Agreement, all without violation of any other agreements or policies, or the applicable law; (ii) You, the Partner Product and Partner Assets, together with all other materials accessible from or that provide access to Partner Products and Partner Assets comply with and will continue to comply with all requirements of this Agreement, the Policies, and the applicable laws and regulations.
Partner Warranties. Each Partner warrants that the following statements are true and correct as of the Effective Date:
16.1.1 it has the full power and authority to enter into and assume its obligations under this Agreement;
16.1.2 this Agreement has been duly executed by it and is legally binding and enforceable on it in accordance with its terms, except to the extent that enforcement of the rights and remedies created hereby is subject to: (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors; or (ii) laws governing specific performance, injunctive relief and other equitable remedies;
16.1.3 it is in material compliance with all statutes, regulations, directives and requirements of any governmental entity related to the conduct of the Project hereunder;
16.1.4 it has disclosed in writing to CEPI any actual commitments or obligations to provide to third parties Project Vaccine doses;
16.1.5 its actions or obligations under any Work Package will not infringe, misappropriate or violate any Third Party Intellectual Property, privacy or publicity rights;
16.1.6 the execution of this Agreement does not conflict with the terms or conditions of any written agreement, instrument or understanding to which it is a party; or violate any applicable law or regulation of any court, governmental body or administrative agency having jurisdiction over such Partner;
16.1.7 neither such Partner nor any agreed Subawardees, if any, nor any officer or employee of the foregoing has been debarred or is subject to debarment under 21 U.S.C. 335(a) or under similar provision by a Regulatory Authority or funding agency anywhere in the world;
16.1.8 all financial and other information with respect to the Project Vaccine submitted to CEPI by such Partner in relation to this Agreement is true, complete and accurate in all material respects;
16.1.9 it is not:
(i) a Restricted Party;
(ii) in breach of Sanctions from a Sanctions Authority; or
(iii) subject to or involved in any complaint, claim, proceeding, formal notice, investigation or other action by any regulatory or enforcement authority or third party concerning any Sanctions from a Sanctions Authority;
16.1.10 none of the funds provided under this Agreement (whether via a sub-contract or otherwise) are used in any way directly or indirectly to provide support, resources or assets to a Restricted Party, provided, however, that it shall not be a breach of this...
