Common use of Your Representations and Warranties Clause in Contracts

Your Representations and Warranties. You represent and warrant to us that: (i) you are duly organized, validly existing, and in good standing under the laws of the jurisdiction in which you are organized; (ii) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into the Agreement on behalf of your Establishments and Affiliates, including those indicated in the Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vi) you are not (1) listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (vii) you have not assigned to any third party any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided in connection with the Agreement is true, accurate, and complete; and (ix) you have read the Agreement and kept a copy for your file. If any of your representations or warranties in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretion.

Your Representations and Warranties. You Before using the Website, Service and Information, you represent and warrant warrant, as of the date hereof, and while this Agreement remains in effect, the following: (a) you have full right, power, capacity and authority to us that: enter into this Agreement and perform your obligations hereunder; (b) this Agreement and the obligations hereunder are legal, valid and binding on you and enforceable against you in accordance herewith; (c) if you are a corporation, limited liability company or other legal entity, such entity is duly organized and in good standing in the jurisdiction in which it is organized and every state or jurisdiction in which it does business; (d) except as disclosed in writing to TT4P, no other person or entity has a legal interest in this Agreement and you are acting solely as a principal and not an agent; (e) you may access the Website, Service and Information and in doing so do not violate the laws of any jurisdiction; (f) any information you provide to TT4P is true, complete and accurate in all material respect and you shall promptly notify TT4P of any changes to such information; (h) no Event of Default, as defined below, has occurred with respect to you and no Event of Default would occur as a result of its entering into or performing its obligations under this Agreement; (i) you are duly organizeda sophisticated investor that, validly existingacting alone or in concert with its advisors, has a full understanding of all the terms, conditions, potential losses and risks, whether financial, emotional or otherwise, of making investments and trading decisions and is capable of assuming and willing to assume those potential losses and risks; (j) you have consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent it has deemed necessary, and in good standing under it has made its own investment and trading decisions (including decisions regarding the laws suitable of any investment) based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any advice, statement or opinion expressed by TT4P; (k) you have a full understanding of the jurisdiction merits and risks of each particular investment, exchange, market, execution facility and clearing organization in which you are organizedit may invest or trade, including without limitation, the particular risks associated with investment and trading in Options; (iim) you are duly qualified solely responsible for making the decision whether to make any investment, including the market, timing, quantity and licensed to do business price of each investment and have determined that entering into or terminating such investment is prudent and suitable in all jurisdictions in which you conduct business; (iii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into the Agreement on behalf of your Establishments and Affiliates, including those indicated in the Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vi) you are not (1) listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (vii) you have not assigned to any third party any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided in connection with the Agreement is true, accurate, and completerespects; and (ixn) you have read hereby consent to receive calls at the telephone number provided by you that are initiated by TT4P and its authorized representatives for any purpose including, but not limited to, telephone solicitations, as defined by 47 U.S.C.A §227(a)(4), placed by TT4P and its authorized representatives through the use of an automatic telephone dialing system or artificial or pre-recorded voice or any other method. You shall be deemed to repeat each of the foregoing representations and warranties while this Agreement continues in effect. and kept a copy for your fileas of the date of each investment and while that investment remains open. If You agree to promptly notify TT4P in writing if any of your the warranties and representations contained in this Agreement become inaccurate or warranties in the Agreement becomes untrueany way cease to be true, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretioncomplete and correct.

Your Representations and Warranties. You represent represent, warrant, and warrant to us covenant that: • You are entering into this Agreement in Your professional capacity for trade, business, or professional purposes only, as a specialized services provider (i) you if You are duly organizeda Supplier), validly existingor as an operator in the field for which You seek a Supplier (if You are a Client), and in good standing under not for your personal, family, or household purposes; • the laws of Payment Account information You have provided to Us is for an account established and used solely for business or commercial purposes, and is not used for personal, family, or household purposes; • You possess the jurisdiction in which you are organized; (ii) you are duly qualified legal right and licensed to do business in all jurisdictions in which you conduct business; (iii) you have full authority ability to enter into this Agreement and to comply with its terms; • You will use the Avetta Services and Site for lawful purposes only and in accordance with this Agreement and all necessary assets applicable laws, regulations and liquidity policies; • You will only use the Avetta Services and Site on a computer and/or mobile phone on which such use is authorized by the computer's and/or mobile phone's owner; • the information that You provide is truthful and accurate and You have the right to perform provide such information; • You are, at minimum, the age of majority in your obligations jurisdiction of residence and pay your debts hereunder as they become due; (iv) there You are an individual who is no circumstance threatened or pending that might have a material adverse effect on your business or your ability capable to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into the Agreement form legally binding contracts under applicable law on behalf of your Establishments and Affiliatesthe entity You represent. • You agree not to: o upload, including those indicated in the Agreementpost, and the individual who signs the Agreement email, transmit or otherwise enters into it has authority to bind you and them to it; (vi) you are not (1) listed on the U.S. Department make available any Content that is false, misleading, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of Treasuryanother's privacy, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx)hateful, or (3) located racially, ethnically or otherwise objectionable; o use the Avetta Services or Site to harm minors in any way; o use the Avetta Services or operating under license issued by Site to impersonate any person or entity, or otherwise misrepresent Your affiliation with a jurisdiction identified by person or entity; o forge headers or otherwise manipulate identifiers in order to disguise the U.S. Department origin of State as a sponsor any Content transmitted through the Avetta Services or Site; o remove any proprietary notices from the Site or the Avetta Services; o cause, permit or authorize the modification, creation of international terrorismderivative works, by the U.S. Secretary or translation of the Treasury as warranting special measures due Avetta Services or Site without the prior written permission of Avetta; o use Avetta Services or Site for fraudulent or unlawful purposes; o attempt to money laundering concernsdecompile, reverse engineer, disassemble or hack the Site or the Avetta Services, or to defeat or overcome any encryption technology or security measures implemented by Avetta with respect to the Site or the Avetta Services, or any of the Avetta Services and/or data transmitted, processed or stored by Avetta; o change Your Payment Account information to include any credit card or bank account that is established by You primarily for personal, family, or household purposes o upload, post, email, transmit or otherwise make available any Content that You do not have a right to make available under any law or under contractual or fiduciary relationships (such as noncooperative with international anti-money laundering principles inside information, proprietary and confidential information learned or procedures by an intergovernmental group disclosed as part of employment relationships or organization of which the United States is a memberunder nondisclosure agreements); (vii) you have not assigned to o upload, post, email, transmit or otherwise make available any third party Content that infringes any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods patent, trademark, trade secret, copyright or services (or both) at your Establishments and free other proprietary rights of any liensparty; o upload, claimspost, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; o upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; o interfere with or disrupt the Site, the Avetta Services, or encumbrances other than ordinary sales taxes; (viii) all information that you provided in connection servers or networks connected to or operated with the Agreement is true, accurate, and complete; and (ix) you have read the Agreement and kept a copy for your file. If any of your representations or warranties in the Agreement becomes untrue, inaccurateSite, or incomplete at disobey any timerequirements, we may immediately terminate procedures, policies or regulations of networks connected to or operated with the Agreement in our discretion.Site; o use the Site or the Avetta Services to intentionally or unintentionally violate any applicable local, state, national or international law, rule or regulation;

Your Representations and Warranties. You Each time you use a below. The fees specifically listed in the SunTrust Proposal shall govern service you represent and warrant to us that: (i) you that(a)you are duly organized, the service fees for those services and accounts provided to you during validly existing, existing and in good standing under the laws of your state of the jurisdiction initial term of the agreement. The fees listed in which you are organized; the SunTrust organization, (ii) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iii) you b)you have full power and authority to carry on your Proposal shall not change during the initial term without mutual business and to enter into the Agreement and all necessary assets and liquidity to perform your obligations under the agreement of the parties, unless a fee change is imposed or mandated agreement, (c)you have taken all actions necessary to enter into and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to by the Federal Reserve System, the Federal Deposit Insurance perform your obligations under the agreement, (d)all resolutions or pay your debts hereunder; Corporation, or other governmental, regulatory, or self-regulatory other authorizations you have given to us are true, accurate and organization. Fees for accounts, services,features,or functionalities not complete in all material respects, (ve) (intentionally omitted), (f)you have specifically listed in the SunTrust Proposal shall be governed by the first obtained all necessary consents or authorizations for you are authorized to enter into paragraph of this Section 16. After the Agreement expiration of the initial term, the agreement, (g)this agreement is legally binding on behalf you, (h)each pricing for all services and accounts shall be governed by the first person whose name is written or printed on your delegation of your Establishments and Affiliatesauthority, including those indicated paragraph of this Section 16, unless otherwise mutually agreed upon by if you have executed one, or any resolution or other separate written the parties in writing. authorization concerning the Agreement, and the individual who signs the Agreement agreement or otherwise enters into it any service has complete authority to bind you in all transactions relating to the agreement or any In addition,you agree to pay any reasonable out-of-pocket expenses we service,(i)you are neither bankrupt nor insolvent nor have you made an incur in performing the services for-you, including any communication, assignment for the benefit of creditors or sought the protection of any access, transmission and them data processing charges. We may collect any bankruptcy, insolvency or liquidation proceeding, nor do you have the fees or expenses by debiting your accounts with us, offsetting those present intention to it; (vi) do so, Q)you have not commenced any dissolution amounts against any earnings credits relating to any analysis of your proceedings and no governmental authority having jurisdiction over you deposit accounts, or other applicable method. We reserve the right to has served a notice of its intent to suspend or revoke your operations, charge interest on any amounts that are not paid within 30 calendar and(k)the agreement does not violate any law, regulation or agreement Page 6 of 61 TREASURY MANAGEMENT 1111141 S N MUST TERMS AND CONDITIONS to which you are not (1) listed on a party. You also make the U.S. Department representations and claim, action or proceeding against us with respect to any error, warranties that are set forth in the terms and conditions for a service omission or discrepancy within one year after it occurred or within one each time you use that service. You agree to immediately notify us if year after you reasonably should have learned of Treasuryits occurrence, Office of Foreign Assets Controlany representation or warranty you make to us is no longer true. whichever is later(in that regard, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx)if the error, (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), omission or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States discrepancy is a member; (vii) you have not assigned to any third party any payments due to you under the Agreement and repetitive one, all indebtedness arising from Charges are for bona fide sales of goods such errors, omissions or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided in connection with the Agreement is true, accurate, and complete; and (ix) you have read the Agreement and kept a copy for your filediscrepancies will be 19. If any of your representations or warranties in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretion.

Your Representations and Warranties. You represent and warrant to us that: GeoTrust and anyone who relies on your Certificate that (i) all the information you provide and all the representations you make to GeoTrust in your Certificate Application are duly organized, validly existing, and in good standing under the laws of the jurisdiction in which you are organizedaccurate; (ii) you are duly qualified and licensed will inform GeoTrust if the information you provided or the representations you made to do business GeoTrust in all jurisdictions in which you conduct businessyour Certificate Application changed or is no longer valid; (iii) no Certificate information you have full authority to enter into provided (including your e-mail address) infringes the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become dueintellectual property rights of any third parties; (iv) there is no circumstance threatened or pending that might have a material adverse effect on the Certificate Application information you provided (including your business or your ability to perform your obligations or pay your debts hereunderemail address) has not been and will not be used for any unlawful purpose; (v) you are only persons authorized by Subscriber has had or will have access to enter into the Agreement on behalf private key corresponding to the public key of your Establishments and Affiliates, including those indicated in the Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to itCertificate; (vi) you are not only person(s) authorized by Subscriber has had access or will have access (1since the time of its creation) listed on the U.S. Department of Treasuryany challenge phrase, Office of Foreign Assets ControlPIN, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx)software, or (3) located in or operating under license issued by a jurisdiction identified by hardware mechanism protecting your private key corresponding to the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary public key of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a memberCertificate; (vii) you have not assigned to any third party any payments due to you under the Agreement will use your Certificate exclusively for authorized and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxeslegal purposes consistent with this Subscriber Agreement; (viii) all information that you provided in connection with the Agreement will use your Certificate as an end-user Subscriber and not as a Certification Authority issuing Certificates, certification revocation lists, or otherwise; (ix) each digital signature created using your private key is true, accurateyour digital signature, and completethe Certificate has been accepted and is operational (not expired or revoked) at the time the digital signature is created; and (ixxi) you manifest assent to this Subscriber Agreement as a condition of obtaining a Certificate; and (xii) you will not monitor, interfere with, or reverse engineer (save to the extent that you can not be prohibited from so doing under applicable law) the technical implementation of the GeoTrust PKI, except with the prior written approval from GeoTrust, and shall not otherwise intentionally compromise the security of the GeoTrust PKI. You further represent and warrant that you have read sufficient information to make an informed decision as to the Agreement extent to which you choose to rely on the information in a digital certificate issued within the GeoTrust PKI, that you are solely responsible for deciding whether or not to rely on such information, and kept a copy for your file. If any that you shall bear the legal consequences of your representations or warranties in failure to perform any obligations you might have as a Relying Party under the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretionapplicable Relying Party Agreement.

Your Representations and Warranties. You represent and warrant that (a) you have full power and authority to us that: enter into this Agreement; (b) you have not entered into any contract or commitment which shall interfere with the performance of your obligations under this Agreement; and (c) you have the right to grant access to and use of all Data provided to Coala Life in connection with your use of the Licensed Materials and this Agreement. You represent and warrant that you are (i) duly licensed to practice medicine or to receive and dispense or use prescription devices in all jurisdictions where the Licensed Materials will be located, with knowledge and insights in the treatment of cardiac conditions and (ii) have received instructions by Coala Life on how to use the Licensed Materials. You further represent and warrant that you are duly organizedhave not (or will not at the time of initial and all subsequent uses of the Licensed Materials): (i) been convicted or charged of any felony, validly existingany business crime, or any crime relating to honesty or integrity; (ii) had a license to practice any licensed profession in any state suspended, revoked, or limited; (iii) been reprimanded or censured by any governmental licensing or regulatory agency; (iv) been excluded or suspended from participation in, or otherwise ineligible to participate in, Medicare, Medicaid or another Federal Health Care Program (as defined in 42 U.S.C. § 1320a- 7b(f)) or been debarred by the Food and Drug Administration pursuant to Section 306 of the Federal Food, Drug, and in good standing Cosmetic Act, 21 U.S.C. § 335a; (v) been disqualified from receiving investigational drug, biologic or device products by the FDA; or (vi) been subject to any exclusion or debarment under the laws of the jurisdiction in which you are organized; (ii) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into the Agreement on behalf of your Establishments and Affiliates, including those indicated in the Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vi) you are not (1) listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (vii) you have not assigned to any third party any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided in connection with the Agreement is true, accurate, and complete; and (ix) you have read the Agreement and kept a copy for your fileapplicable jurisdiction. If You will promptly notify Coala Life if any of your representations or warranties in the Agreement becomes untruethese events occur. YOU ARE SOLELY RESPONSIBLE FOR ANY MEDICAL CARE RENDERED TO YOUR PATIENTS, inaccurateINCLUDING DETERMINING THAT AN AMBULATORY MONITORING SERVICE IS MEDICALLY NECESSARY AND PERFORMING AND SUPERVISING THE PROVISION OF ANY SERVICES USING THE LICENSED MATERIALS AND SUBSCRIPTION SERVICES. YOU SHALL RETAIN CLINICAL AND LEGAL RESPONSIBILITY FOR PERFORMING AND SUPERVISING THE PROVISION OF ALL SERVICES IN SUCH MANNER AS YOU, or incomplete at any timeIN YOUR SOLE DISCRETION, we may immediately terminate the Agreement in our discretionDEEM APPROPRIATE. COALA LIFE SHALL HAVE AND EXERCISE ABSOLUTELY NO CONTROL OR SUPERVISION OVER THE PROVISION OF ANY SERVICES. ANY GUIDANCE PROVIDED BY COALA LIFE RELATED TO THE OPERATION OR PERFORMANCE OF THE LICENSED MATERIALS OR SUBSCRIPTION SERVICES IS PURELY ADVISORY IN NATURE, SHALL NOT CONSTITUTE THE PRACTICE OF MEDICINE, LEGAL ADVICE, CODING OR BILLING ADVICE, AND YOU SHALL BE SOLELY RESPONSIBLE FOR DETERMINING APPROPRIATE MEDICAL CARE FOR YOUR PATIENTS. COALA LIFE WILL NOT INDEMNIFY YOU, OR BE LIABLE FOR, ANY MEDICAL MALPRACTICE CLAIMS.

Your Representations and Warranties. You represent and warrant to us that: (i) you are duly organized, validly existing, and in good standing under the laws of the jurisdiction in which you are organized; (ii) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into the Agreement on behalf of your Establishments and Affiliates, including those indicated in the Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vi) you are not (1A) listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2B) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3C) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-anti- money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (vii) you have not assigned to any third party any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided in connection with the Agreement is true, accurate, and complete; and (ix) you have read the Agreement and kept a copy for your file. If any of your representations or warranties in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretion.

Your Representations and Warranties. You represent and warrant to us that: (i) you are duly organized, validly existing, and in good standing under the laws of the jurisdiction in which you are organized; (ii) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into the Agreement on behalf of your Establishments and Affiliates, including those indicated in the Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vi) you are not (1) listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (vii) you have not assigned to any third party any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided in connection with the Agreement is true, accurate, and complete; and (ix) you have read the Agreement and kept a copy for your file. If any of your representations or warranties in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretion.and

Your Representations and Warranties. ‌ You represent represent, warrant, and warrant to us covenant that: • You are entering into this Agreement in Your professional capacity for trade, business, or professional purposes only, as a specialized services provider (i) you if You are duly organizeda Supplier), validly existingor as an operator in the field for which You seek a Supplier (if You are a Client), and in good standing under not for your personal, family, or household purposes; • the laws of Payment Account information You have provided to Avetta is for an account established and used solely for business or commercial purposes, and is not used for personal, family, or household purposes; • You possess the jurisdiction in which you are organized; (ii) you are duly qualified legal right and licensed to do business in all jurisdictions in which you conduct business; (iii) you have full authority ability to enter into this Agreement and to comply with its terms; • You will use the Avetta Services and Site for lawful purposes only and in accordance with this Agreement and all necessary assets applicable laws, regulations and liquidity policies;‌ • You will only use the Avetta Services and Site on a computer and/or mobile phone on which such use is authorized by the computer's and/or mobile phone's owner; • the information that You provide is true and accurate and You have the right to perform provide such information; • You are, at minimum, the age of majority in your obligations jurisdiction of residence and pay your debts hereunder as they become due; (iv) there You are an individual who is no circumstance threatened or pending that might have a material adverse effect on your business or your ability capable to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into the Agreement form legally binding contracts under applicable law on behalf of your Establishments and Affiliatesthe entity You represent. • You agree not to: o upload, including those indicated in the Agreementpost, and the individual who signs the Agreement email, transmit or otherwise enters into it has authority to bind you and them to it; (vi) you are not (1) listed on the U.S. Department make available any Content that is false, misleading, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of Treasuryanother's privacy, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx)hateful, or (3) located racially, ethnically or otherwise objectionable; o use the Avetta Services or Site to harm anyone in any way; o use the Avetta Services or operating under license issued by Site to impersonate any person or entity, or otherwise misrepresent Your affiliation with a jurisdiction identified by person or entity; o forge headers or otherwise manipulate identifiers in order to disguise the U.S. Department origin of State as a sponsor any Content transmitted through the Avetta Services or Site; o remove any proprietary notices from the Site or the Avetta Services; o cause, permit or authorize the modification, creation of international terrorismderivative works, by the U.S. Secretary or translation of the Treasury as warranting special measures due Avetta Services or Site without the prior written permission of Avetta; o use the Avetta Services or Site for fraudulent or unlawful purposes; o attempt to money laundering concernsdecompile, reverse engineer, disassemble or access in an unauthorized manner the Site or the Avetta Services, or to defeat or overcome any encryption technology or security measures implemented by Avetta with respect to the Site or the Avetta Services, or any of the Avetta Services and/or data transmitted, processed or stored by Avetta; o change Your Payment Account information to include any credit card or bank account that is established by You primarily for personal, family, or household purposes o upload, post, email, transmit or otherwise make available any Content that You do not have a right to make available under any law or under contractual or fiduciary relationships (such as noncooperative with international anti-money laundering principles inside information, proprietary and confidential information learned or procedures by an intergovernmental group disclosed as part of employment relationships or organization of which the United States is a memberunder nondisclosure agreements); (vii) you have not assigned to o upload, post, email, transmit or otherwise make available any third party Content that infringes any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods patent, trademark, trade secret, copyright or services (or both) at your Establishments and free other proprietary rights of any liensparty; o upload, claimspost, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; o upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; o interfere with or disrupt the Site, the Avetta Services, or encumbrances other than ordinary sales taxes; (viii) all information that you provided servers or networks connected to or operated in connection with the Agreement is true, accurate, and complete; and (ix) you have read the Agreement and kept a copy for your file. If any of your representations Site or warranties in the Agreement becomes untrue, inaccurateAvetta Services, or incomplete at disobey any timerequirements, we may immediately terminate procedures, policies or regulations of networks connected to or operated in connection with the Agreement Site or Avetta Services; o use the Site or the Avetta Services to intentionally or unintentionally violate any applicable local, state, national or international law, rule or regulation; o use the Site or the Avetta Services to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the U.S.A, Immigration and Nationality Act or any similar legislation in our discretionother jurisdictions; o use the Site or the Avetta Services to "stalk" or otherwise harass another; and/or o use the Site or the Avetta Services to collect or store personal data about other users in connection with the prohibited conduct and activities set forth above.

Your Representations and Warranties. You represent and warrant to us that: RentalBeast that (i1) you You are duly organizedan owner or property manager of real estate for rent, validly existinga licensed real estate broker or real estate sales agent affiliated with Your company, and in good standing under the laws or that You are an operator of the jurisdiction in which you are organizeda website, multiple listing service or company that displays or distributes information about real property for or rent; (ii2) you are duly qualified You have all necessary power and licensed to do business in all jurisdictions in which you conduct business; (iii) you have full authority to enter into the this Agreement and perform all necessary assets of Your duties and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into the Agreement on behalf of your Establishments and Affiliates, including those indicated in the Agreementset forth herein, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them Your organization to itthe terms of this Agreement; (vi) you are not (1) listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located You have full power and authority to carry out Your obligations hereunder, and knowingly agree to do so; (4) if You are affiliated with a real estate brokerage company, You are and will remain through the term of this Agreement, duly licensed in or operating under license issued by good standing in the state in which Your principal office is located, and (unless you are a jurisdiction identified by real estate owner) You are a party to a valid listing agreement with the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary owners of the Treasury as warranting special measures due to money laundering concernsproperties that are included in Your Listing Content; (5) RentalBeast’s indexing of the Listing Content appearing on Your website through the use of RentalBeast’s web crawling software programs or RentalBeast’s receipt of a direct data feed containing Your Listing Content does not infringe upon the intellectual or proprietary rights or trade secrets of any third party; (6) Your Listing Content does not contain any libelous material or invade any person’s personal privacy rights, or as noncooperative with international anti-money laundering principles violate any contracts, or procedures by an intergovernmental group rules or organization of regulations to which You are a party, or are required to adhere, including but not limited to the United States is a member; (vii) you have not assigned to any third party any payments due to you under the Agreement Rules and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free Regulations of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided in connection with the Agreement is true, accurate, and completeMultiple Listing Service; and (ix7) the Listing Content provided or made available by You to RentalBeast does not contain any viruses, bugs, or corruptions. Furthermore, you have read the Agreement acknowledge and kept a copy for your file. If any of your representations or warranties agree that “neighborhoods” (as used in the Agreement becomes untrueServices) (a) are not subject to a generally accepted definition, inaccuratebut are subject to individual interpretation, or incomplete at any time(b) are not necessarily “subdivisions”, we may immediately terminate and (c) are not available for every city in the Agreement in our discretion.U.S.

Your Representations and Warranties. You covenant, represent and warrant to us that: • you have reached the age of majority in your jurisdiction of residence and have the legal authority to create a binding legal obligation; • you will not permit anyone other than yourself or your authorized designate to obtain access to the Bridge Solution through your Bridge account or otherwise using your Access Information; • you will only use the Bridge Solution in accordance with this Agreement and Applicable Law; • you will comply with all applicable intellectual property laws in your use of the Bridge Solution and not infringe, violate or misappropriate the intellectual property rights of any third party; • you will comply with any Bridge Institution policies and procedures applicable to your Application; • Your Data is true, accurate, current and complete, and if it becomes inaccurate, that you will promptly notify Bridge or update Your Data on the Bridge Solution; • to the extent that you engaged a Recruiter to provide Your Data on your behalf for the purposes of using the Bridge Solution: (iA) that the Recruiter has a legitimate educational interest in access to your educational records and information (the “Educational Records”), and (B) in R.S.A. the Recruiter may have access to such Educational Records • you will not solicit any immigration or visa-related advice, at any stage of a visa application or proceeding (including prior to a visa application being made), from a Recruiter unless you have confirmed that the Recruiter complies with Applicable Law in the country to which you are duly organizedapplying and, validly existingif required, confirming that the Recruiter has a registration pursuant to such Applicable Law; • you will not pay a related fee or other consideration to any unauthorized Recruiters for any immigration or visa-related advice unless they have confirmed to you that they are qualified under Applicable Law; • you will be solely responsible for all activities with respect to the Bridge Solution undertaken by you or your designates; • you will not use the Bridge Solution to provide commercial services to, or for the benefit of, any third party; • you have the right and the authority to enter into this Agreement, to grant the rights and licences referred to in this Agreement, to use the Bridge Solution, and to post or upload any content to Bridge’s website or otherwise provide such content and Your Data to Bridge; • you have all legal rights necessary to use the Bridge Solution, both in good standing under the laws of the jurisdiction in which you are organized; (ii) located and in the jurisdiction where the Bridge Institution you are duly qualified and licensed applying to do business in all jurisdictions in which you conduct business; (iii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into the Agreement on behalf of your Establishments and Affiliateslocated, including those indicated in the Agreementright to access the Content, and the individual who signs right to make the Agreement or otherwise enters into it has authority to bind you Application and them to itprovide Your Data; (vi) • you are not (1) located in a country that is subject to the Republic of South Africa Government embargo or sanctions that would prevent your from becoming a student; • you are not listed on any South African Governmental or Regulatory Authority lists of prohibited or restricted parties; • you agree to obtain all authorizations necessary from all third parties for your use of any third- party data in conjunction with the U.S. Department Bridge Solution; • you will ensure that your use of Treasurythe Bridge Solution does not interfere with, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx)degrade, or (3) located in adversely affect any software, system, network or operating under license issued data used by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary any person including Bridge and other users of the Treasury as warranting special measures due Bridge Solution (including by ensuring that you do not upload any viruses or other harmful code in using the Bridge Solution or by placing an undue burden upon the CPUs, servers or other resources used to money laundering concernsprovide the Bridge Solution); • you will not in any way use the Bridge Solution to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including any infringement of intellectual property rights, any fraudulent activities, any deceptive impersonation, or as noncooperative any activities that violate any third party’s privacy rights; • you will not interfere with international anti-money laundering principles or procedures in any manner compromise any of Bridge’s security measures; • you will not alter, modify, delete, or otherwise interfere with or in any manner compromise any Content or features accessible through the Bridge Solution, including, the forms, Content delivery and display functionality of the Bridge website; • you will cooperate with Bridge and provide the information requested by an intergovernmental group Bridge to assist Bridge and any Governmental or organization Regulatory Authorities in investigating or determining whether there has been a breach of which this Agreement or Applicable Law; and • you will comply with the United States is a member; (vii) terms and conditions of any agreements entered into between you have not assigned to and any third party (including the Bridge Institutions, the service providers for any payments due to Internet services you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided use in connection conjunction with the Agreement is true, accurateBridge Solution, and complete; the hardware providers for any mobile device or other computing equipment through which you use the Bridge Solution), and to the extent that such agreements impose additional restrictions respecting your use of the Bridge Solution (ix) whether by reason of usage limitations or otherwise), you have read will use the Agreement and kept a copy for your file. If any of your representations or warranties Bridge Solution in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretioncompliance with such restrictions.

Your Representations and Warranties. You hereby represent and warrant to us thatthat as of the date of each Lease, and throughout each Lease Term: (ia) you are the entity indicated as Lessee in the Lease and that is your official legal name; (b) you are a State, or a fully constituted political subdivision pursuant to Section 103-1(b) of the Code, or agency of the State in which you are located; (c) you are duly organized, validly existing, organized and in good standing existing under the Constitution and laws of the jurisdiction State in which you are organizedlocated; (ii) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (vd) you are authorized to enter into and carry out your obligations under the Agreement on behalf Documents; (e) the Documents have been duly authorized, executed and delivered by you in accordance with all applicable laws, codes, ordinances, regulations, and policies; (f) any person signing the Documents has the authority to do so, is acting with the full express authorization of your Establishments and Affiliates, including those indicated in the Agreementgoverning body, and holds the individual who signs offices indicated below his or her signature, which is genuine; (g) the Agreement System is essential to the immediate performance of a governmental or otherwise enters into it has proprietary function by you within the scope of your authority to bind and shall be used during the Lease Term only by you and them only to itperform such function; (vih) you are not (1) listed on intend to use and own the U.S. Department System for the entire Lease Term and shall take all necessary action, in accordance with the second paragraph of TreasurySection 6, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx), or (3) located to include in or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due your annual budget any funds required to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a memberfulfill your obligations for each fiscal year during each Lease Term; (viii) you have not assigned to any third party any payments due to you under the Agreement complied fully with all applicable laws, codes, ordinances, regulations, and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments policies, governing open meetings, competitive pricing and/or public bidding and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided appropriations required in connection with each Lease and the Agreement is true, accurateacquisition of the System; (j) your obligations to remit Rent under each Lease constitutes a current expense and not a debt under applicable state law. No provision of the Lease constitutes a pledge of your tax or general revenues, and completeany provision which is so construed by a court of competent jurisdiction is void from the inception of the Lease; (k) all payments due and to become due during your current fiscal year are within the fiscal budget of such year, and are included within an unrestricted and unencumbered appropriation currently available for the lease/purchase of the System; (I) you shall not do or cause to be done any act which shall cause, or by omission of any act allow, the interest portion of any Rent payment to become includible in our gross income for Federal income taxation purposes under the Code; (m) you shall comply with the information reporting requirements of Section 149(e) of the Code (such compliance shall include, but not be limited to, the execution of Forms 8038-G or 8038-GC information returns as appropriate); and (ixn) all financial information you have read the Agreement provided to us is true and kept accurate and provides a copy for your file. If any good representation of your representations or warranties in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretionfinancial condition.

Your Representations and Warranties. Each time You use a Service, You represent and warrant to us Us that: (i1) you You are duly organized, validly existing, existing and in good standing stand- ing under the laws of the jurisdiction in which you are organizedof Your respective organization; (ii) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into the Agreement on behalf of your Establishments and Affiliates, including those indicated in the Agreement, and the individual who signs the Agreement or otherwise enters into it has authority to bind you and them to it; (vi) you are not (1) listed on the U.S. Department of Treasury, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on Your agreement to the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx)Agreement is an authorized and legally, or valid and binding ob- ligation; (3) located in or operating under license issued by a jurisdiction identified by You have the U.S. Department of State as a sponsor of international terrorism, by requisite power and authority and have taken all neces- sary action to execute and deliver the U.S. Secretary of the Treasury as warranting special measures due Enrollment Form to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a member; (vii) you have not assigned to any third party any payments due to you perform Your obliga- tions under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods each Service used by You; (4) any consent or services (or both) at your Establishments and free authorization of any liens, claims, governmental authority or encumbrances other than ordinary sales taxes; (viii) all information that you provided third party required to be obtained by You in connection with the Agreement is trueor any Service used or performed pursuant to the Agreement has been obtained; (5) the Services are not intended to and shall not be used by You for personal, accurate, and completefamily or household purposes; and (ix6) you have read You are not acting on behalf of or transmitting funds to or from any party subject to sanctions enforced by OFAC. Product and service descriptions contained in marketing or other materials provided to You before or after You agree to the Agreement do not constitute representations or warranties. In order for a product or service description to constitute a warranty, it must be contained within a document signed by a duly authorized Bank officer that expressly provides that it is to be incorporated into the Agreement. Except as expressly provided in these terms, services are provided “as is” and kept We disclaim any and all other warranties, express or implied, written or oral in respect to the services, including but not limited to any implied warranties of merchantability, fitness for a copy particular purpose, non-infringement, and any warranties arising from a course of dealing, usage, or trade practice. WE MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AND DISCLAIM ALL WARRANTIES AS TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR SUITABILITY OF ANY SERVICES PROVIDED TO YOU, OR AS TO ANY EQUIPMENT OR SOFTWARE PROVIDED BY US OR THE COMPATIBILITY OF OUR SOFTWARE, EQUIPMENT OR COMMUNICATION INTERFACES WITH YOURS. You are responsible for your fileobtaining and maintaining any hardware, software, communications, encryption capability and trained personnel needed to access or use the Services. The requirements to access Your Service(s) may change over time. You are responsible for protecting Your systems and soft- ware against viruses and other unwanted functionalities and You agree to take reasonable efforts not to introduce viruses and other unwanted functionalities to Our systems and software. You agree to be responsible for Your own computer back-ups and contingency planning (including contingency planning for an unplanned interruption in Our Services). You are solely responsible for selecting the Service(s) You need from us, for the accuracy and adequacy of the data You provide to us, and for the result of using the Service(s) in the operation of Your business. You represent, warrant and covenant that You have all necessary rights, power and authority to (1) provide Us with any information that You submit in connection with the Service(s); and (2) initiate the transactions that You submit in connection with the Service(s). You agree to use ordinary care in using Our Services. If We provide You with written or electronic instructions or operating procedures, input or transmission formats, incoming work specifications, dead- lines or cut-off times, or other limitations or requirements relating to the use of the Service(s) You receive from Us (including amended or new terms and condi- tions), You agree to comply with the requirements and understand that We may reject or be unable to process incoming items, instructions or work that does not comply. In the event You fail to comply with any requirements, non-compliance fees may apply. You agree not to (1) resell or otherwise make Our Services available to others; or (2) use Our Services in a way that damages or violates the rights of your representations others or warranties any third party, that violates any Applicable Law, or that will subject Us or Our contractors to investigation, prosecution or other legal action. To the extent that the Services We provide You with involve the use of clearing systems or other networks or associations, including the Federal Reserve sys- tem, VISA, MasterCard, and the National Automated Clearing House Association (such systems, networks and associations being referred to collectively herein as “Associations”), You agree that the Services are provided subject to the rules, regulations and guidelines of the Associations, all which You agree to comply with. You understand and agree that We are not responsible for the acts or omissions of any Association or of any other member of an Association. Nothing in the Agreement becomes untrueshall be construed to diminish, inaccurate, restrict or incomplete at any time, we may immediately terminate otherwise reduce Your obligations under relevant Association rules. Our rights and remedies un- der the Agreement are in our discretionaddition to and not in lieu of Our rights and remedies under Association rules. To the extent that Our Services involve the processing of consumer payments, You agree to receive, respond to and resolve, at Your own expense, all consumer complaints regarding those payments. You agree not to materially change Your business or submit to Us any transactions that are submitted in a way or for a product or service of Yours that was not previously described to and expressly accepted by us. If work to be processed by Us is time sensitive, You agree to submit the work to Us in advance of Our final input deadline. This will minimize the possibility of delays resulting from unplanned occurrences (for example, payroll files should be submitted at least two days prior to the payroll effective date.

Your Representations and Warranties. You covenant, represent and warrant to us that: ▪ you have reached the age of majority in your jurisdiction of residence and have the legal authority to create a binding legal obligation; ▪ you will not permit anyone other than yourself or your authorized designate to obtain access to the Youni Solution through your Youni account or otherwise using your Access Information; ▪ you will only use the Youni Solution in accordance with this Agreement and Applicable Law; ▪ you will comply with all applicable intellectual property laws in your use of the Youni Solution and not infringe, violate or misappropriate the intellectual property rights of any third party; ▪ you will comply with any Youni Partner policies and procedures applicable to your Application; ▪ Your Data is true, accurate, current and complete, and if it becomes inaccurate, that you will promptly notify Youni or update Your Data on the Youni Solution; ▪ to the extent that you engaged a Recruiter to provide Your Data on your behalf for the purposes of using the Youni Solution: (iA) that the Recruiter has a legitimate educational interest in access to your educational records and information (the “Educational Records”); and (B) in the U.S. the Recruiter may have access to such Educational Records subject to and in accordance with 34 F.R. 99.31(a)(1)(B); ▪ you will not solicit any immigration or visa related advice, at any stage of a visa application or proceeding (including prior to a visa application being made), from a Recruiter unless you have confirmed that the Recruiter complies with Applicable Law in the country to which you are duly organizedapplying and, validly existingif required, confirming that the Recruiter has a registration pursuant to such Applicable Law; ▪ you will not pay a related fee or other consideration to any unauthorized Recruiters for any immigration or visa related advice unless they have confirmed to you that they are qualified under Applicable Law; ▪ you will be solely responsible for all activities with respect to the Youni Solution undertaken by you or your designates; ▪ you will not use the Youni Solution to provide commercial services to, or for the benefit of, any third party; ▪ you have the right and the authority to enter into this Agreement, to grant the rights and licences referred to in this Agreement, to use the Youni Solution, and to post or upload any content to Youni’s website or otherwise provide such content and Your Data to Youni; ▪ you have all legal rights necessary to use the Youni Solution, both in good standing under the laws of the jurisdiction in which you are organized; (ii) located and in the jurisdiction where the Youni Partner you are duly qualified and licensed applying to do business in all jurisdictions in which you conduct business; (iii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iv) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (v) you are authorized to enter into the Agreement on behalf of your Establishments and Affiliateslocated, including those indicated in the Agreementright to access the Content, and the individual who signs right to make the Agreement or otherwise enters into it has authority to bind you Application and them to itprovide Your Data; (vi) ▪ you are not (1) located in a country that is subject to European Union countries embargo or sanctions that would prevent your from becoming a student; ▪ you are not listed on any list of European Union authorities and EU member states with prohibited or restricted parties; ▪ you agree to obtain all authorizations necessary from all third parties for your use of any third-party data in conjunction with the U.S. Department Youni Solution; ▪ you will ensure that your use of Treasurythe Youni Solution does not interfere with, Office of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2) listed on the U.S. Department of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx)degrade, or (3) located in adversely affect any software, system, network or operating under license issued data used by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary any person including Youni and other users of the Treasury as warranting special measures due Youni Solution (including by ensuring that you do not upload any viruses or other harmful code in using the Youni Solution or by placing an undue burden upon the CPUs, servers or other resources used to money laundering concernsprovide the Youni Solution); ▪ you will not in any way use the Youni Solution to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including any infringement of intellectual property rights, any fraudulent activities, any deceptive impersonation, or as noncooperative any activities that violate any third party’s privacy rights; ▪ you will not interfere with international anti-money laundering principles or procedures in any manner compromise any of Xxxxx’s security measures; ▪ you will not alter, modify, delete, or otherwise interfere with or in any manner compromise any Content or features accessible through the Youni Solution, including, the forms, Content delivery and display functionality of the Youni website; ▪ you will cooperate with Xxxxx and provide information requested by an intergovernmental group Xxxxx to assist Xxxxx and any Governmental or organization Regulatory Authorities in investigating or determining whether there has been a breach of which this Agreement or Applicable Law; and ▪ you will comply with the United States is a member; (vii) terms and conditions of any agreements entered into between you have not assigned to and any third party (including the Youni Partners, the service providers for any payments due to Internet services you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxes; (viii) all information that you provided use in connection conjunction with the Agreement is true, accurateYouni Solution, and complete; the hardware providers for any mobile device or other computing equipment through which you use the Youni Solution), and to the extent that such agreements impose additional restrictions respecting your use of the Youni Solution (ix) whether by reason of usage limitations or otherwise), you have read will use the Agreement and kept a copy for your file. If any of your representations or warranties Youni Solution in the Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the Agreement in our discretioncompliance with such restrictions.

Your Representations and Warranties. You represent and warrant to us that: (i) you are duly organized, validly existing, and in good standing under the laws of the jurisdiction in which you are organized; (ii) you are duly qualified and licensed to do business in all jurisdictions in which you conduct business; (iiiii) you have full authority to enter into the Agreement and all necessary assets and liquidity to perform your obligations and pay your debts hereunder as they become due; (iviii) there is no circumstance threatened or pending that might have a material adverse effect on your business or your ability to perform your obligations or pay your debts hereunder; (viv) you are authorized to enter into the this Agreement on behalf of your Establishments and Affiliates, including those indicated in the this Agreement, and the individual who signs the this Agreement or otherwise enters into it has authority to bind you and them to it; (viv) you are not (1) a person or entity listed on the U.S. Department List of Treasury, Office Names made subject to the Regulations Establishing a List of Foreign Assets Control, Specially Designated Nationals and Blocked Persons List (available at xxx.xxxxx.xxx/xxxx), (2Entities pursuant to subsection 83.05(1) listed on of the U.S. Department Criminal Code of State’s Terrorist Exclusion List (available at xxx.xxxxx.xxx)Canada or the United Nations Suppression of Terrorism Regulations, or any other such list or regulation that may exist now or in the future (3) located in Prohibited Lists). The Prohibited Lists under this section may be subject to change from time to time, with or operating under license issued by a jurisdiction identified by the U.S. Department of State as a sponsor of international terrorism, by the U.S. Secretary of the Treasury as warranting special measures due without notice to money laundering concerns, or as noncooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization of which the United States is a memberyou; (viivi) you have not assigned to any third party any payments due to you under the Agreement and all indebtedness arising from Charges are for bona fide sales of goods or services (or both) at your Establishments and free of any liens, claims, or encumbrances other than ordinary sales taxesthis Agreement; (viiivii) all information that you provided in connection with the this Agreement is true, accurate, and complete; and (ixviii) you have read the this Agreement and kept a copy for your file. If any of your representations or warranties in the this Agreement becomes untrue, inaccurate, or incomplete at any time, we may immediately terminate the this Agreement in our discretion.