Common use of Customer’s Representations Clause in Contracts

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 the Customer Data in compliance with subsection 2.3.1 shall not infringe, misappropriate or otherwise violate any intellectual property rights, or other rights, of any third party. 7.2.11. To the extent Customer needs to upload or transmit to CCH SFS’s servers any Customer Data subject to the General Data Protection Regulation (EU) 2016/679, Customer shall first contact CCH SFS at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and CCH SFS shall provide Customer with an addendum to this Agreement setting forth the terms and conditions of CCH SFS’s processing of such Customer Data pursuant to this Agreement.

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 Forms hereunder and to perform its obligations under this Agreement and such Order ConfirmationsForms, and that this Agreement and all such Order Confirmations Forms have been duly authorized and constitute valid and binding obligations of Customer; 7.2.2. Customer is accessing and using licensing the Hosted Application Software solely for Customer’s own internal use and/or and, to provide accountingthe extent Customer has obtained a Volume-Based License, payroll Customer has provided or confirmed to CCH a good faith estimate of the number of tax services returns Customer expects to Clients in accordance with section 2.1 of this Agreementprocess during the applicable Term, which number is then used by CCH to determine the appropriate License Fee; 7.2.3. Customer will not access or use the Hosted Application Software to create a product, service or database that competes with CCH SFS or the Hosted ApplicationSoftware; 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 ClientsAuthorized; 7.2.6. Customer will not otherwise violate the rights of any third party while accessing or using the Hosted ApplicationSoftware; 7.2.7. Customer has sole responsibility for the accuracyall data, qualityinformation, integrity, reliability, and appropriateness records or files that are uploaded and/or stored on CCH’s networks or servers by or on behalf of all Customer (“Customer Data; and”); 7.2.8. Customer will not upload or transmit any Customer Data: (ai) 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); (bii) for which Customer does not have the consent or permission from the owner of any personally identifiable information contained in the Customer Data; (ciii) 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 (div) that otherwise is false or misleading; (v) that is defamatory, obscene, or offensive; (vi) that 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 the Customer Data in compliance with subsection 2.3.1 shall not infringe, misappropriate or otherwise violate any intellectual property rights, or other rights, of any third party. 7.2.11. To the extent Customer needs to upload or transmit to CCH SFS’s servers any Customer Data subject to the General Data Protection Regulation (EU) 2016/679, Customer shall first contact CCH SFS at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and CCH SFS shall provide Customer with an addendum to this Agreement setting forth the terms and conditions of CCH SFS’s processing of such Customer Data pursuant to this Agreement.liability or

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 Forms hereunder and to perform its obligations under this Agreement and such Order ConfirmationsForms, and that this Agreement and all such Order Confirmations Forms 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 accounting 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 Wolters Kluwer 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 agrees not to: 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’ Wolters Kluwer’s use of the Customer Data in compliance with subsection 2.3.1 shall not infringe, misappropriate or otherwise violate any intellectual property rights, or other rights, of any third party. 7.2.11. To the extent Customer needs to upload or transmit to CCH SFS’s servers any Customer Data subject to the General Data Protection Regulation (EU) 2016/679, Customer shall first contact CCH SFS at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and CCH SFS shall provide Customer with an addendum to this Agreement setting forth the terms and conditions of CCH SFS’s processing of such Customer Data pursuant to this Agreement.

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 Forms hereunder and to perform its obligations under this Agreement and such Order ConfirmationsForms, and that this Agreement and all such Order Confirmations Forms 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 and accounting services to Clients in accordance with section 2.1 and, to the extent Customer has obtained a Volume-Based Subscription, Customer has provided or confirmed to CCH a good faith estimate of this Agreementthe 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 Hosted Application to create a product, service or database that competes with CCH SFS or the Hosted any Application; 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 third-party while accessing or using the Hosted Application; 7.2.7. Customer has sole responsibility for the accuracy, quality, integrity, reliability, content and appropriateness accuracy of all Customer Data; and; 7.2.8. Customer will not upload or transmit any Customer Data: (ai) 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); (bii) for which Customer does not have the consent or permission from the owner of any personally identifiable information contained in the Customer Data; (ciii) that infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights or violates any privacy rights of any third third-party (including any copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity); or (div) that otherwise violatesis false or misleading; (v) that is defamatory, obscene, or encourages offensive; (vi) if the uploading or transmission would violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liabilityliability or (vii) that constitutes protected health information under the Health Insurance Portability and Accountability Act (HIPAA) or any successor law; 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 the Customer Data in compliance with subsection 2.3.1 shall not infringe, misappropriate or otherwise violate any intellectual property rights, or other rights, of any third party. 7.2.11. To the extent Customer needs to upload or transmit to CCH SFSCCH’s servers any Customer Data subject to the General Data Protection Regulation (EU) 2016/679, Customer shall first contact CCH SFS at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and CCH SFS shall provide Customer with an addendum to this Agreement setting forth the terms and conditions of CCH SFSCCH’s processing of such Customer Data pursuant to this Agreement; and 7.2.11. CCH reserves the right, in its sole discretion, at any time, to remove any Customer Data that it believes to be in violation of this Agreement.

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 Agreementuse; 7.2.37.2.2. Customer will not access or use the Hosted Application to create a product, service or database that competes with CCH SFS or the Hosted any Application; 7.2.47.2.3. 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, without limitation, all rules, regulations and procedures of any state or local taxing authorities, including without limitation, the proper determination of nexus, the applicability of taxes against its products and services, use tax determination and calculation, determination of exempt sales and other variables related to the proper application of sales, use, excise and other consumption and gross receipts taxes against Customer’s data; 7.2.57.2.4. Customer will be solely responsible for compliance with this Agreement by the Authorized Users, and ; 7.2.5. Customer is not prohibited by a third-party agreement from ordering or using the Applications or providing any Customer Data to the extent applicable, all ClientsCCH hereunder; 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 agrees not to: 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 including, without limitation, any copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity); or (d) that otherwise is false or misleading; (e) that is defamatory, obscene, or offensive; or (f) that 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 shall not use the Application to store and shall not provide to CCH any personally identifiable information (including any health information) of any individual in connection with use of the Application by or on behalf of Customer; 7.2.10. 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 the Customer Data in compliance with subsection 2.3.1 shall not infringe, misappropriate or otherwise violate any intellectual property rights, or other rights, of any third party. 7.2.11. To the extent Customer needs to upload or transmit to CCH SFS’s servers any Customer Data subject to the General Data Protection Regulation (EU) 2016/679, Customer shall first contact CCH SFS at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and CCH SFS shall provide Customer with an addendum to this Agreement setting forth the terms and conditions of CCH SFS’s processing of such Customer Data pursuant to this Agreement.