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 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. Customer represents, warrants and covenants that: 7.2.1. Customer has full power and authority to enter into the Order Form and this Agreement and all Order Forms hereunder and to perform its obligations under this Agreement and such Order Formshereunder, and that the Order Form, which incorporates the terms and conditions of this Agreement and all such Order Forms have Agreement, has been duly authorized authorized, executed and constitute delivered by Customer and constitutes a valid and binding obligations obligation 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 use the Software to create a product, service or database that competes with CCH, the Software or Deliverables; 7.2.4. Customer will not use the Application to create a product, service or database that competes with CCH or any Application; 7.2.47.2.5. 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 including, without limitation, all rules, regulations and procedures of the Internal Revenue Service; 7.2.57.2.6. Customer will be solely responsible for compliance with this Agreement by the Authorized Users, and to the extent applicable, all Clients; 7.2.67.2.7. Customer is not prohibited by a third-party agreement from entering into the terms and conditions of this Agreement; and 7.2.8. Customer will not otherwise violate the rights of any third party while accessing or using the Application;. 7.2.77.2.9. 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”);. 7.2.87.2.10. Customer will agrees not to: 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. 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. 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 licensing the Application 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 SubscriptionLicense, 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 License Fee; 7.2.3. Customer will not access or use the Application Software to create a product, service or database that competes with CCH or any Applicationthe 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 UsersUsers and, 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 ApplicationSoftware; 7.2.7. Customer has sole responsibility for the content and accuracy of all data, information, records or files that are uploaded and/or stored on the Application by or on behalf of Customer (“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); (iv) that is false or misleading; (v) that is defamatory, obscene, or 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 liability 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 Software 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; 7.2.10. To the extent Customer needs to upload or transmit to CCH’s servers any Customer Data subject to the General Data Protection Regulation (EU) 2016/679, Customer shall first contact CCH at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and CCH shall provide Customer with an addendum to this Agreement setting forth the terms and conditions of CCH’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 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 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 Application; 7.2.7. Customer has sole responsibility for the content and accuracy of all dataCustomer Data; Customer will not bypass, information, records override or files that are uploaded and/or stored on disable any security mechanisms in the Application by or on behalf of Customer (“Customer Data”)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); (iv) that is false or misleading; (v) that is defamatory, obscene, or 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 liability 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 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; 7.2.10. To the extent Customer needs to upload or transmit to CCH’s servers any Customer Data subject to the General Data Protection Regulation (EU) 2016/679, Customer shall first contact CCH at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and CCH shall provide Customer with an addendum to this Agreement setting forth the terms and conditions of CCH’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 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 licensing the Application 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 SubscriptionLicense, 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 License Fee; 7.2.3. Customer will not access or use the Application Software to create a product, service or database that competes with CCH or any Applicationthe 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 UsersUsers and, 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 ApplicationSoftware; 7.2.7. Customer has sole responsibility for all data, information, records or files that are uploaded and/or stored on the Application CCH’s networks or servers 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. 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 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 Application; 7.2.7. Customer has sole responsibility for the content and accuracy of all dataCustomer Data; Customer will not bypass, information, records override or files that are uploaded and/or stored on disable any security mechanisms in the Application by or on behalf of Customer (“Customer Data”)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); (iv) that is false or misleading; (v) that is defamatory, obscene, or offensive;

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 Software Tools 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 SubscriptionLicense, 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 License Fee; 7.2.3. Customer will not access or use the Application Software Tools to create a product, service or database that competes with CCH or any Applicationthe Software Tools; 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 UsersUsers and, 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 ApplicationSoftware Tools; 7.2.7. Customer has sole responsibility for all data, information, records or files that are uploaded and/or stored on the Application Application, CCH’s networks or servers 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);; (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); (iv) that 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 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 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 agrees not to: 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);