Common use of Representations Warranties and Disclaimer Clause in Contracts

Representations Warranties and Disclaimer. Each party represents and warrants that it has full power and authority to enter into the Agreement. As of the GSA Effective Date, Customer represents and warrants that (i) it shall use information provided by Google (including Paid Results and Web search results, if any) in a manner that complies with applicable laws, (ii) for Services other than AFD Services, Customer owns and controls one hundred percent (100%) of the Site(s) and otherwise has and will maintain throughout the Services Term all rights, authorizations, and licenses that are required with respect to the Site(s) to permit Google to perform Services contemplated under this Agreement; (iii) for AFD Services, each URL of a Site (x) is a duly registered domain name of which Customer (a) is the exclusive and official registrant, and exclusively owns or controls all Brand Features rights in the URL, or (b) is duly, expressly and exclusively authorized by each of the associated official registrant(s) (each a “Registrant”), through a valid and fully enforceable written or click-through agreement with each such Registrant, to permit Google to use the URLs for AFD Results Pages and/or in otherwise performing the Services, as contemplated under the Agreement (each an “Authorized Name”) as of the date Customer commences use of the Services, and (y) will remain an Authorized Name at all times during which Google performs the Services for such URL, (iv) it will not provide any third party with any representation, warranty or misleading or false information regarding the Services, any Results Page, Landing Page, Web search results set, if any, any Paid results (including, but not limited to, any of the content, services or products contained therein or linked thereto), and/or Google, (v) it has obtained and win obtain all rights licenses, and other authorizations from all third parties (including, but not limited to, Registrants) necessary for Customer to grant the licenses and rights to Google that are set forth in the Agreement, to perform Customer’s obligations under the Agreement, and to otherwise conduct the “Customer Business” (as defined in the Order Form), all in compliance with an applicable laws, rules and regulations and without violating any rights or interests of any third party; (vi) there are no actions, suits, claims, or proceedings of any nature (including any governmental or regulatory investigations) pending, or threatened, against Customer, its employees, officers or directors, or the Sites that would materially affect Customer’s ability to perform its obligations under this Agreement (each a “Claim” and collectively, “Claims”), and Customer agrees to notify the Google Legal Department of any and all Claims upon Customer’s awareness of such Claim, (vii) the execution and delivery of this Agreement, and the performance by Customer of its obligations hereunder, will not constitute a breach or default of or otherwise violate any agreement to which such party or any of its affiliates are a party or violate any rights of any third parties arising therefrom, and (viii) the Order Form sets forth a complete and accurate list of all names under which Customer has ever conducted business, and that customer will update such list promptly in the event it conducts business under any other name(s) during the Services Term. Google does not warrant that the Services will meet all of Customer’s requirements or that performance of the Services will be uninterrupted, virus-free, secure or error-free. Except as expressly provided for herein, NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT 7 INDEMNIFICATION.

Representations Warranties and Disclaimer. Each party represents and warrants that it has full power and authority to enter into the Agreement. As of the GSA Effective Date, Customer represents and warrants that that: (ia) it shall use information provided by Google (including Paid Results and Web search results, if any) in a manner that complies with applicable laws, (ii) for Services other than AFD Services, Customer owns and controls one hundred percent (100%) of the Site(s) Customized Browser, Sites [and Approved Client Applications and otherwise has have and will maintain throughout the Services Term all rights, authorizations, authorizations and licenses that are required with respect to the Site(s) Customized Browser, Sites arid Approved Client Applications to permit Google to perform the WebSearch Services contemplated under this Agreement; (iii) for AFD Services, each URL of a Site (x) is a duly registered domain name of which Customer (a) is the exclusive and official registrant, and exclusively owns or controls all Brand Features rights in the URL, or (b) is duly, expressly and exclusively authorized by each of the associated official registrant(s) (each a “Registrant”), through a valid and fully enforceable written or click-through agreement with each such Registrant, to permit Google to use the URLs for AFD Results Pages and/or in otherwise performing the Services, as contemplated under the Agreement (each an “Authorized Name”) as of the date Customer commences use of the Services, and (y) will remain an Authorized Name at all times during which Google performs the Services for such URL, (iv) it will not provide any third party with any representation, warranty or misleading or false information regarding the Services, any Results Page, Landing Page, Web search results set, if any, any Paid results (including, but not limited to, any of the content, services or products contained therein or linked thereto), and/or Google, (v) it has obtained and win obtain all rights licenses, and other authorizations from all third parties (including, but not limited to, Registrants) necessary for Customer to grant the licenses and rights to Google that are set forth in the Agreement, to perform Customer’s obligations under the Agreement, and to otherwise conduct the “Customer Business” (as defined in the Order Form), all in compliance with an applicable laws, rules and regulations and without violating any rights or interests of any third party; (vi) there are no actions, suits, claims, or proceedings of any nature (including any governmental or regulatory investigations) pending, or threatened, against Customer, its employees, officers or directors, or the Sites that would materially affect Customer’s ability to perform its obligations under this Agreement (each a “Claim” and collectively, “Claims”), and Customer agrees to notify the Google Legal Department of any and all Claims upon Customer’s awareness of such Claim, (vii) the execution and delivery of this Agreement, and the performance by Customer of its obligations hereunder, will not constitute a breach or default of or otherwise violate any agreement to which such party or any of its affiliates are a party or violate any rights of any third parties arising therefrom; (c) Customer shall use information provided by Google (including, but not limited to, Search Results and/or Advertising Results) in a manner that complies with applicable laws; (d) Customer have all necessary governmental licenses and approvals to enter into this Agreement and carry out their obligations hereunder; and (viiie) Customer have and will maintain all rights as shall be required to send the Order Form sets forth a complete and accurate list of all names under which Customer has ever conducted business, and that customer will update such list promptly in the event information it conducts business under any other name(s) during the Services Termprovides to Google pursuant to this Agreement. Google does not warrant that the WebSearch Services will meet all of Customer’s Customers requirements or that performance of the WebSearch Services will be uninterrupted, virus-free, secure or error-free. Except as expressly provided for herein, NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT 7 INDEMNIFICATIONNONINFRINGEMENT.

Representations Warranties and Disclaimer. Each party represents and warrants that it has full power and authority to enter into the Agreement. As of the GSA Effective Date, Customer represents and warrants that that: (ia) it shall use information provided by Google (including Paid Results and Web search results, if any) in a manner that complies with applicable laws, (ii) for Services other than AFD Services, Customer owns and controls one hundred percent (100%) of the Site(s) Sites and Customized Browser and otherwise has have and will maintain throughout the Services Term all rights, authorizations, authorizations and licenses that are required with respect to the Site(s) Sites and Customized Browser to permit Google to perform the Search Services contemplated under this Agreement; (iii) for AFD Services, each URL of a Site (x) is a duly registered domain name of which Customer (a) is the exclusive and official registrant, and exclusively owns or controls all Brand Features rights in the URL, or (b) is duly, expressly and exclusively authorized by each of the associated official registrant(s) (each a “Registrant”), through a valid and fully enforceable written or click-through agreement with each such Registrant, to permit Google to use the URLs for AFD Results Pages and/or in otherwise performing the Services, as contemplated under the Agreement (each an “Authorized Name”) as of the date Customer commences use of the Services, and (y) will remain an Authorized Name at all times during which Google performs the Services for such URL, (iv) it will not provide any third party with any representation, warranty or misleading or false information regarding the Services, any Results Page, Landing Page, Web search results set, if any, any Paid results (including, but not limited to, any of the content, services or products contained therein or linked thereto), and/or Google, (v) it has obtained and win obtain all rights licenses, and other authorizations from all third parties (including, but not limited to, Registrants) necessary for Customer to grant the licenses and rights to Google that are set forth in the Agreement, to perform Customer’s obligations under the Agreement, and to otherwise conduct the “Customer Business” (as defined in the Order Form), all in compliance with an applicable laws, rules and regulations and without violating any rights or interests of any third party; (vi) there are no actions, suits, claims, or proceedings of any nature (including any governmental or regulatory investigations) pending, or threatened, against Customer, its employees, officers or directors, or the Sites that would materially affect Customer’s ability to perform its obligations under this Agreement (each a “Claim” and collectively, “Claims”), and Customer agrees to notify the Google Legal Department of any and all Claims upon Customer’s awareness of such Claim, (vii) the execution and delivery of this Agreement, and the performance by Customer of its obligations hereunder, will not constitute a breach or default of or otherwise violate any agreement to which such party or any of its affiliates are a party or violate any rights of any third parties arising therefrom; (c) Customer shall use information provided by Google (including, but not limited to, Search Results and/or Advertising Results) in a manner that complies with applicable laws; (d) Customer have all necessary governmental licenses and approvals to enter into this Agreement and carry out their obligations hereunder; and (viiie) Customer have and will maintain all rights as shall be required to send the Order Form sets forth a complete and accurate list of all names under which Customer has ever conducted business, and that customer will update such list promptly in the event information it conducts business under any other name(s) during the Services Termprovides to Google pursuant to this Agreement. Google does not warrant that the Search Services will meet all of Customer’s requirements or that performance of the Search Services will be uninterrupted, virus-free, secure or error-free. Except as expressly provided for herein, NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT 7 INDEMNIFICATIONNONINFRINGEMENT.