Customer’s Representations Clause Samples
The 'Customer’s Representations' clause requires the customer to affirm certain facts or conditions about themselves or their situation as part of the agreement. Typically, this includes confirming their authority to enter into the contract, the accuracy of information provided, and compliance with relevant laws or regulations. By including these representations, the clause helps ensure that the service provider can rely on the customer's statements, reducing the risk of misunderstandings or disputes arising from false or incomplete information.
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 licensing the Software solely for Customer’s own use 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 use the Software to create a product, service or database that competes with CCH or the 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 Users and, to the extent applicable, all Clients;
7.2.6. Customer will not otherwise violate the rights of any third-party while using the Software;
7.2.7. Customer has sole responsibility for the content and accuracy of all Customer Data; Customer will not bypass, override or disable any security mechanisms in the Software and will utilize a multi-factor authentication method consistent with Customer’s obligations under Section 7.2.4;
7.2.8. Customer will not 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);
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 Confirmations hereunder and to perform its obligations under this Agreement and such Order Confirmations, and that this Agreement and all such Order 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 use 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 CCH SFS or 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 Customer Data; and
7.2.8. Customer will not upload or transmit any Customer Data: (a) 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); (b) for which Customer does not have the consent or permission from the owner of any personally identifiable information contained in the Customer Data; (c) 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 (d) 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. CCH SFS’ use of ...
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 use 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 CCH 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, 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 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 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 will not 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);
Customer’s Representations. You represent and warrant to iSolved that: (i) each credit to the account of a Payee and each debit reversing one or more previous such credits will be requested timely and has been authorized pursuant to a Payee Authorization signed by such ▇▇▇▇▇ and held by you; (ii) at the time any credit is made to the account of any such Payee, you have no actual knowledge of the revocation or termination of such ▇▇▇▇▇’s Authorization; (iii) each debit to the account of a Payee (reversing a prior credit) will be for a sum which is due and owing; (iv) your payment by means of electronic credits complies with all laws applicable to you and Payee with respect to such payments; and (v) you will have good, collected funds available in your Account for the purpose of honoring every debit made by iSolved in connection with the Services.
Customer’s Representations. When using this Service, you make the following representations and warranties with respect to the Currency and information provided regarding the contents of the localized depository vault transmitted and/or reported to us by your Third Party Vendor:
(i) the Currency deposited in the vault was not obtained by any illegal or fraudulent means or in violation of any law, rule or regulation, (ii) the information input into the vault by you accurately represents the amount of Currency deposited into the vault; and (iii) you have not taken any action that would obscure, alter or impair the capture or transmission of Currency information, or that may misrepresent the true value of Currency within the vault.
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 Confirmations hereunder and to perform its obligations under this Agreement and such Order Confirmations, and that this Agreement and all such Order Confirmations have been duly authorized and constitute valid and binding obligations of Customer;
7.2.2. Customer is licensing the Software solely for Customer’s own use and/or to provide tax and accounting services to Customer’s direct Clients;
7.2.3. Customer will not use the Software to create a product, service or database that competes with Publisher or the 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 Users and, to the extent applicable, all Clients;
7.2.6. Customer will not otherwise violate the rights of any third party while using the Software.
Customer’s Representations. You represent and warrant to PAI that: (i) each credit to the account of a Payee and each debit reversing one or more previous such credits will be requested timely and has been authorized pursuant to a Payee Authorization signed by such Payee and held by you; (ii) at the time any credit is made to the account of any such Payee, you have no actual knowledge of the revocation or termination of such Payee’s Authorization; (iii) each debit to the account of a Payee (reversing a prior credit) will be for a sum which is due and owing; (iv) your payment by means of electronic credits complies with all laws applicable to you and Payee with respect to such payments; and (v) you will have good, collected funds available in your Account for the purpose of honoring every debit made by PAI in connection with the Services.
Customer’s Representations. (a) Customer represents and warrants that the execution and delivery of this Agreement and the consummation of the transaction herein contemplated does not conflict in any material respect with or constitute a material breach or material default under the terms and conditions of any documents, agreements or other writings to which it is a party.
Customer’s Representations. The Customer represents that it has familiarised itself with the various Investment Targets and their features to such an extent that it is capable of making independent investment decisions and understands the Bank’s position as a securities intermediary and asset manager.
Customer’s Representations. Customer represents and agrees:
(a) that all information supplied by Customer in connection with the opening of the Account is accurate and complete and that MCM is legally entitled to rely on such information, and Customer agrees to report immediately to MCM any material change in such information.
(b) Customer understands that all transactions effected for the Account is at Customer’s risk, and that Customer is solely liable therefore under all circumstances.
(c) Customer agrees to inform MCM immediately if it ceases to be willing or financially able to sustain any and all losses.
(d) transactions entered into pursuant to this Agreement will not violate any Applicable Law, judgment, order, or agreement to which Customer or Customer’s property is subject or by which Customer or Customer’s property are bound;
(e) except as disclosed in writing to MCM, Customer is acting solely as principal and not as agent for any other party and no other person or entity has any interest in the Account;
(f) neither Customer nor any of its managing directors, officers, employees, partners, managers and/or affiliates is an employee of any Exchange, of any entity of which any Exchange owns a majority of the capital stock, or of any entity which owns a majority of the capital stock of any Exchange, or is employee of any futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator or investment advisor unless disclosed in writing by Customer to MCM.
(g) Customer has reviewed the registration requirements and the rules of the CEA, CFTC and the membership requirements of the NFA and Customer (and/or any person acting on behalf of Customer) is either appropriately registered with the CFTC and a member of the NFA or is not required to be registered with the CFTC or a member of the NFA except as disclosed on the accompanying Account Application or otherwise disclosed in writing to MCM. Customer is not a commodity pool operator or is commodity trading advisors and has determined that it and any person with trading authority or control over the Account is in compliance with such requirements or has notified MCM in writing of an exemption from registration.
(h) Absent a separate written agreement with Customer with respect to give-ups, MCM, in its sole and absolute discretion, may, but shall not be obligated to, accept from other brokers Contracts executed by such brokers for Customer and to be given up to MCM for clearance or carrying in an Acco...