From Customer. Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the System; and (c) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law.
From Customer. Customer represents and warrants that:
From Customer. Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in the Agreement.
From Customer. If Customer fails to pay any sum due within the specified schedule, except under those conditions defined as Force Majeure or due to Supplier’s fault, Supplier may claim from Customer as liquidated damages a sum equivalent to zero point one percent (0.1%) of the overdue amount, which shall be applied on daily basis, from the due date until the full settlement of the delayed payment. In any event, the aggregate sum of liquidated damages for any such delay shall not exceed one percent (1%) per month of the outstanding unpaid balance due.
From Customer. You represent and warrant that: (a) you have the full right and authority to enter into, execute, and perform your obligations under this Agreement and that no pending or threatened claim or litigation known to you would have a material adverse impact on your ability to perform as required by this Agreement; (b) you have accurately identified yourself and you have not provided any inaccurate information about yourself to us or through the Service; (c) you are a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law; (d) you will not have any authority to and will not make any representation or warranty on behalf of us or concerning the System other than the warranties contained in this Agreement. No other warranties may be made on behalf of us, including, without limitation, implied warranties of merchantability, satisfactory quality and/or fitness for a particular purpose or non- infringement. You shall not in any manner assume or create any obligation or responsibility, express or implied, on behalf of or in the name of us, or act for or bind us in any respect except as expressly permitted pursuant to this Agreement.
From Customer. Customer shall indemnify and defend Vendor and Vendor’s Associates (as defined below in Section 13.3) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to Customer's alleged or actual use of, misuse of, or failure to use the System, including without limitation: (a) claims by End Purchaser or other Users or by Customer's or End Purchasers’ employees; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Customer Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by written material, images, logos or other content uploaded to the System through Customer’s account, including without limitation by Customer Data; (d) claims that use of the System through Customer’s account, including by Customer’s Clients or other Users, harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Indemnified Claims pursuant to the preceding sentence also include (f) claims related to the injury to or death of any individual, or any loss of or damage to real or tangible personal property, caused by the act or omission of Customer or of any of its agents, subcontractors, or employees. Indemnified Claims listed above in this Section 13.2 include, without limitation, claims arising out of or related to Vendor’s negligence, but they exclude any claim that would constitute an Indemnified Claims pursuant to Section 13.1 above.
From Customer. Customer shall indemnify and defend Vendor and Vendor’s Associates (as defined below in Section Error! Reference source not found.) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to: (a) Customer's alleged or actual use of, misuse of, or failure to use a Deliverable; or (b) injury to or death of any individual, or any loss of or damage to real or tangible personal property, caused by the act or omission of Customer or of any of its agents, subcontractors, or employees. Indemnified Claims listed in Subsection 5.2(a) above include, without limitation: (i) claims by or Customer’s employees, contractors, or other users (collectively, “Users”); and (ii) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information. Indemnified Claims listed above in Section 5.2(a) do not include any claim that would constitute an Indemnified Claim pursuant to Section 5.1(a) above.
From Customer. Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the Solution; (c) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law, (d) it has the right to transmit Customer Data and any data or information as may be required for the purposes of accessing the Services, (e) it is responsible for all activities that occur in user accounts, and (f) it shall not misuse the Service by sending spam or otherwise duplicative or unsolicited messages, or store infringing, obscene, threatening, or otherwise unlawful material or material that is harmful to persons or violates third party privacy rights.
From Customer. Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the System; (c) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to Applicable Law; (d) Customer is authorized to use and access the information and Customer Data that it inputs to the System, and the processed information and Customer Data that is made available to Customer through its use of the System; and
From Customer. Customer will defend and indemnify Cyphre and Cyphre’s Associates against any claim brought against Cyphre by a third party arising out of or relating to any Excluded Matter, and Customer will pay all damages finally awarded against Cyphre by a court of competent jurisdiction as a result of such claim. In addition, Customer shall indemnify and defend Cyphre and Cyphre’s Associates against any third party claim, suit, or proceeding arising out of or related to Customer's alleged or actual use of, misuse of, or failure to use the system on which the Software is installed, including without limitation: (a) claims by other users or by Customer's employees; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Customer data; and (c) claims that use of the system on which the Software is installed through Customer’s account, including by other Users, harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Indemnified claims pursuant to the preceding sentence also include (d) claims related to the injury to or death of any individual, or any loss of or damage to real or tangible personal property, caused by the act or omission of Customer or of any of its agents, subcontractors, or employees. Indemnified claims listed above in this Section 10.2 include, without limitation, claims arising out of or related to Cyphre’s negligence, but they exclude any claim that would constitute an indemnified Claim pursuant to Section 10.1 above.
