Common use of Client Representation and Warranties Clause in Contracts

Client Representation and Warranties. Client hereby represents and warrants that (i) it has full power and authority to enter into this Agreement, to carry out its obligations hereunder, and to grant the rights herein granted; (ii) the execution and delivery of this Agreement and the transactions contemplated hereby do not and will not result in a breach, violation or default, of such party’s organizational documents or bylaws, or any agreement to which such party may be bound; (iii) performance of its duties under this agreement will not violate the intellectual property rights of any third party or the laws or regulations of any governmental, regulatory, or judicial authority; (iv) it owns operates and has sole editorial and creative control over the Website; (v) it owns and/or has the right to use the Website, all content and all materials contained on the Website, including, without limitation, all copyrights, trademarks and other proprietary rights in and to such materials; and (vi) it has secured the requisite permission to use any person’s name, voice, likeness and performance as embodied in such materials, or any other element contained in said material. Client agrees that its indemnity obligations to Representative set forth below shall extend to advertisers purchasing Advertising on the Client’s Website pursuant to this Agreement. Client agrees that its Website shall not contain Questionable Content. For the purposes of this agreement, “Questionable Content” is defined as any editorial, visual or journalistic dialog that references: illegal substances or subject matter; is in violation of any local, state, or federal ordinance, regulation or law; pornography; controversial political views; gambling; or promotes any activity that is illegal, discriminatory or has the intention to cause harm.