Publisher Warranties Clause Samples
The Publisher Warranties clause sets out specific assurances that the publisher makes regarding the content or services provided under the agreement. Typically, these warranties confirm that the publisher has the right to distribute the content, that the content does not infringe on third-party rights, and that it complies with applicable laws. By including these promises, the clause protects the other party from legal risks and potential liabilities arising from the publisher’s actions or content, ensuring accountability and reducing the likelihood of disputes.
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Publisher Warranties. Publisher represents, undertakes and warrants that: (a) Publisher Site(s) (and any content therein) do not infringe any Intellectual Property Rights, rights of publicity, privacy or data protection rights of any third party and are not defamatory, vulgar, pornographic or obscene; (b) its use of the Software and Services will be in compliance with (i) all Applicable Laws and will not violate any laws regarding unfair competition, privacy, data protection or false advertising and (ii) the Publisher Guidelines; (c) it owns or is licensed to use all content on the Publisher Sites (including the images, pictures, text and editorial contained on the Publisher Sites) and that use or exploitation of any content by Vibrant as envisaged by this Agreement (whether in connection with the Services or otherwise) will not infringe the rights of any third party (including Intellectual Property Rights); (d) it shall comply with all general guidelines issued by the IAB (Internet Advertising Bureau) from time to time; (e) it will not fraudulently or purposely manipulate the content of the Publisher Site(s) in such a manner that may result in the serving of less contextually relevant advertising; and (f) it will not: (i) generate fraudulent, automated or otherwise invalid actions, clicks or impressions; (ii) use robots or other automated query tools or computer generated search requests or any other search engine results optimisation techniques or software unless authorised by Vibrant; or (iii) authorize a third party to do any of the foregoing.
Publisher Warranties. In addition to the representations and warranties contained in the Terms and Conditions, Publisher represents and warrants that (a) it owns or controls the exclusive right to place content, advertisements, materials and services on the Publisher Offerings and to grant the rights to Overture granted hereunder and to perform its obligations hereunder and that no other party has any current rights to the Publisher [***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Offerings, including any rights to payment for any of the actions contemplated by this Agreement; and (b) that the Publisher Offerings does not include any Inappropriate URLs. In addition to the defense and indemnity obligation contained in the Terms and Conditions, Publisher shall indemnify, defend and hold Overture harmless for any third-party claim resulting from: (1) a breach of the representations and warranties contained in the preceding sentence; (2) inclusion in the Publisher Offerings of any Overture Removed URL ***; or (3) if any party that owns (or otherwise has any rights in) a URL shall make any claim against Overture, then Publisher shall indemnify, defend and hold Overture harmless for all amounts related to such claim in accordance with the Terms and Conditions.
Publisher Warranties. Publisher represents, warrants, covenants, and acknowledges that: (i) it will provide and maintain the resources, personnel and facilities suitable to perform its obligations under this Agreement; (ii) it will comply with all applicable international, federal, state, and local laws, rules, regulations, FTC guidelines, and EU Data Protection Laws when marketing to Users that reside in the European Economic Area (EEA), including without limitation those relating to advertising, consumer protection, the Internet, privacy, email, data security, and unfair business practices; (iii) it will comply with all IAB standards, guidelines and best practices, including but not limited to those relating to lead generation, data transfer, privacy, and email; (iv) it will not engage in Prohibited Conduct; (v) it will comply with its privacy policy; (vi) Publisher is at least 18 years of age on the effective date of this Agreement; and (vii) Company does not make any specific or implied promises as to the successful outcome of any campaigns.
Publisher Warranties. 6.1 Publisher represents, warrants and undertakes to PHG that:
(a) it has the full corporate right, power and authority to enter into these Terms and to perform the acts required under them;
(b) its acceptance of these Terms, and its performance of its obligations and duties under them, do not and will not breach any agreement to which Publisher is a party or by which it is otherwise bound;
(c) all information and data Publisher supplies to PHG, Advertiser, Users and any other party through or in connection with these Terms is correct, accurate and not misleading;
(d) Publisher’s Site and Publisher’s activities through and in connection with the PHG Services and the relevant Advertiser Network, and any data processing in relation to Users shall comply with any and all applicable laws, regulations and codes of conduct in force from time to time as amended, re-enacted, extended or consolidated;
(e) it shall adhere to the Publisher Guidelines and any Advertiser guidelines at all times, as well as industry best practice in promoting the Programme. Promotion that is unacceptable includes but is not limited to, promotion by unsolicited email;
(f) its Site and its activities through and in connection with the PHG Services and relevant Advertiser Network shall not contain any Malware or other equivalent or similar code or material;
(g) it shall provide a clear and conspicuous link to its privacy policy from each page on its Site;
(h) it shall include a statement in its privacy policy that PHG and/or Advertiser (or another third party, where applicable) may use code or cookies on Publisher’s website to track the performance of Advertiser’s marketing efforts, and that no personally identifiable information is collected in such process;
(i) any Intellectual Property it uses does not and will not infringe any third-party right (including without limitation by being obscene, defamatory or infringing any copyright, trade mark or other proprietary right).
Publisher Warranties. The Publisher hereby represents, warrants and undertakes to Onvoir as follows:
7.1 it has, and will retain throughout the term of the Agreement, all right, title and authority to enter into this Agreement, to grant to Onvoir the rights and licences granted in this Agreement and to perform all of its obligations under this Agreement.
7.2 it has complied and will comply with all relevant statutory provisions in relation to its obligations hereunder including, without limitation, any and all applicable data protection legislation and regulations and that it has obtained and will obtain any and all necessary rights, approvals and consents (including without limitation any necessary consents from individuals in relation to the processing of their personal data) to allow it to perform its obligations hereunder.
7.3 The Publisher’s website, and the websites belonging to any sub-Publisher on whose site the Media Listings are displayed, does not contain any offensive, slanderous or libelous content or infringe any copyright, trademark or intellectual property right or violate the privacy of any individual or breach advertising standards or violate any Laws in any country or jurisdiction where the Publisher’s website is accessible or contain any material which is disparaging or abusive or any incorrect information relating to Onvoir or any of its advertisers.
Publisher Warranties. Publisher represents and warrants that (I) the content residing on the Results Pages where Overture Content is displayed (except to the extent provided by Overture), and/or the technology used by Publisher in connection therewith and/or the means by which users have access to or obtain the Toolbar (collectively, “Publisher Items”): (1) are owned, validly licensed for use by Publisher or in the public domain; (2) do not constitute defamation, libel, obscenity; (3) do not violate applicable law or regulations; (4) do not infringe, dilute or otherwise violate any copyright, patent, trademark or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of any person or entity, including without limitation, rights of privacy and publicity; and (5) do not result in any consumer fraud, product liability, breach of contract to which Publisher is a party, or cause injury to any third party and (II) Publisher has the right, power and authority, with respect to each User, to distribute to Users, and install on a User's computer, the Toolbar without additional consent by the User.
Publisher Warranties. 4.1. Publisher represents and warrants that: (a) all of the information Publisher has provided and shall in the future provide to Ogury is accurate and current; (b) it has all necessary and legal rights, powers, and authority to accept and be bound by these T&Cs and to perform the acts required of Publisher hereunder; (c) it is in compliance with all applicable laws, including but not limited to federal, state, and local laws, rules, and regulations; (d) the Application(s) do not display, reference, link to, or endorse prohibited content (as reasonably determined by ▇▇▇▇▇) and illegal content; and (e) it will implement Ogury’s SDK for placement and use of Ogury’s Service in accordance with the documentation.
4.2. ▇▇▇▇▇ represents and warrants that: (a) all of the information ▇▇▇▇▇ has provided and shall in the future provide to Publisher is accurate and current (b) it has all necessary and legal rights, powers, and authority to accept and be bound by these T&Cs and to perform the acts required of Publisher hereunder; (c) it is in compliance with all applicable laws; and (d) the Services do not display, reference, link to, or endorse prohibited content (as reasonably determined by ▇▇▇▇▇) and illegal content.
Publisher Warranties