Representations and Warranties Borrower represents and warrants as follows:
Warranties a. The Investor(s) makes the following representations and warranties to Escrow Agent:
Warranty Seller warrants that the Products sold by Seller to Purchaser conform to Seller’s specifications and are free from defects in material and workmanship. Unless otherwise specified by Seller in writing, this warranty extends for one year from the date of original purchase. All warranties apply only to the original Purchaser unless otherwise agreed by Seller in writing. Seller's sole obligation and Purchaser’s exclusive remedy for any justified claim under this warranty shall be limited to one of the following, at Seller’s sole discretion: (a) repair or replacement of the Product or (b) a credit for the price paid by the original Purchaser of the Product. This express warranty does not apply to, and no warranty remedy will be given for, Product issues resulting from: (a) accident, acts of nature, improper installation, improper assembly, unreasonable or improper use, lack of proper maintenance, unauthorized repairs or modifications, abuse, normal wear or tear of replaceable parts such as spouts and hoses, or other causes not directly arising from defects in materials or workmanship; (b) any Product damaged by the failure of the owner to use, maintain, or store the Product as specified in any applicable instructions and/or warnings provided by Seller or the manufacturer. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, SELLER MAKES NO WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT. IN THE EVENT WARRANTIES EXIST AT LAW THAT MAY NOT BE DISCLAIMED, PURCHASER AGREES THAT SUCH WARRANTIES SHALL BE LIMITED IN DURATION TO THE ONE YEAR WARRANTY PERIOD AND TO THE REPLACEMENT VALUE OF THE PRODUCT.
Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.
Effect of Termination Survival If the Service Agreement is terminated, the Provider shall destroy all of LEA’s Student Data pursuant to Article IV, section 6.
Provide Data in Compliance with Applicable Laws LEA shall provide Student Data for the purposes of obtaining the Services in compliance with all applicable federal, state, and local privacy laws, rules, and regulations, all as may be amended from time to time.
No Disclosure Provider acknowledges and agrees that it shall not make any re-disclosure of any Student Data or any portion thereof, including without limitation, user content or other non-public information and/or personally identifiable information contained in the Student Data other than as directed or permitted by the LEA or this DPA. This prohibition against disclosure shall not apply to aggregate summaries of De-Identified information, Student Data disclosed pursuant to a lawfully issued subpoena or other legal process, or to subprocessors performing services on behalf of the Provider pursuant to this DPA. Provider will not Sell Student Data to any third party.
SERVICE REQUIREMENTS FOR REFERRED CLIENTS A. Agent agrees to respond to any communications from a Referred Client within two (2) hours after receipt if such communication is received between 9:00am to 5:00pm local time. For communications received outside of these hours, Agent agrees to respond by 10:00am the next day.
GUARANTEED DISPLAY REFERRAL FEE WAIVERS XXXX.xxx offers a paid featured agent program referred to as “Guaranteed Display.” This paid product provides the following Referral Fee benefits to the Recipient Broker/Agent: • If a closing results from a lead originated during the time, and in the zip code, that the Recipient Broker/Agent was an active Guaranteed Display sponsor, the referral fee will be discounted from the standard 35% to 30%. • If a closing results from a lead originated during the time, and in the zip code, that the Recipient Broker/Agent was an active Guaranteed Display sponsor, and if XXXX.xxx was not responsible for brokering an appointment between the Referred Client and the Recipient Broker/ Agent, the referral fee will be waived entirely to 0%. To qualify for this Referral Fee waiver, Recipient Broker/Agent must update the Referral Status in the XXXX.xxx Agent Portal (xxxxx://xxxxxx.xxxx.xxx) to reflect the property has been listed prior to XXXX.xxx indicating that an appointment has been set.
Duties of Provider 5. D e-Identified Data. Section 5 (De-Identified Data) of Article IV (Duties of Provider) of the SDPA is hereby modified by deleting “indirectly” from the last sentence and by deleting the second to last sentence and replacing with the following sentence: “Except for Subprocessors, Provider agrees not to transfer de- identified Student Data to any party unless (a) that party agrees in writing not to attempt re-identification, and (b) that party agrees to comply with all applicable federal, state, and local laws, rules, and regulations pertaining to Student Data privacy and security, all as may be amended from time to time.”
