With regard to any software provided by Company to you or otherwise made available for your use hereunder (the “Software”), Company hereby represents and warrants that the Software will perform in accordance with any documentation provided by Company and with any additional specifications expressly agreed upon in writing by the parties.
In addition to any other representations or warranties herein contained, and as an inducement to enter into this Agreement, the parties represent and warrant to each other as follows, such representations and warranties to be continuous in nature and effective as of the date of execution and throughout the term of this Agreement; (a) it shall have and will maintain in full force and effect during the term of the Agreement all licenses, permits, consents and approvals, both governmental and private, required to perform its obligations, duties and responsibilities under the Agreement; (b) it is a corporation or other business entity, duly organized, validly existing and in good standing under the laws of the State of its organization and is duly qualified to do business in all applicable jurisdiction; (c) the execution, delivery and performance of the Agreement by the party (i) is within its corporate power, (ii) has been duly authorized by all necessary corporate action on its part, and (iii) requires no consent or approvals of or filings with any governmental or other regulatory agencies, other than filings in the ordinary course of business and filings that have already been made; (d) the person who executing the Agreement on its behalf has been duly authorized to do so, and the Agreement constitutes the party’s legal, valid and binding obligation and is enforceable against it in accordance with its terms; (e) the execution, delivery and performance of the Agreement by the party does not and will not result in any breach or default under any other document, instrument or Agreement to which it is a party or by which it or any of its property is subject or bound; (f) the party is solvent, able to pay its obligations as they become due, and is not and shall not be engaged in any business or transaction for which its remaining capital is or may be unreasonably small; (g) the party has no actual intent to hinder, delay or defraud creditors in connection with any of its transactions or intent to incur (or belief that it is incurring) debts beyond its ability to pay the same as they mature; (h) the party has not commenced any case, proceeding or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of or for debtors, seeking to have an order for relief entered with respect to the party or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts; (i) the party has not sought appointment of a receiver, trustee, custodian or other similar official for the party or for all or any substantial part of its assets or made a general assignment for the benefit of its creditors.
Although it is our intention for the Sites and Services to be available as much as possible, we reserve the right to refuse access to the Sites or Services to anyone for any reason at any time. Additionally, there will be occasions when access to the Sites or Services may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. We will not be liable to you for any modification, suspension, or discontinuation of the Sites or Services, or the loss of any Subscriber Data. You also acknowledge that the Internet may be subject to breaches of security and that the submission of Subscriber Data or other information may not be secure.