The following are the standard representations (“Standard Representations”) applicable to Billups and to third parties Billups enters into agreements with, except as otherwise indicated. Parties agreeing to adhere to the Standard Representations agree to the following terms, as may be updated from time to time in Billups’ discretion:
1.1. Each party, their subsidiaries or entities acting on the parties’ behalf (“Third Party”) represents and warrants that it will comply with any applicable anti-corruption laws(s) including the U.S. Foreign Corrupt Practices of 1977 (FCPA). Third Party will not offer, make any payment, or carry out any act under this contract if it considers in good faith that said offer, payment, or act could be in violation of anti-corruption laws. Third party will not, directly or indirectly pay, offer, promise or authorize payment of money, or anything of value for the benefit of any person, including but not limited to a government official, with the intent to influence an act or decision of such person, or cause such person to do or omit an act in breach of his or her duty under the law, or cause such person to influence an act or decision of another person or entity in order to obtain or retain business or to gain an improper advantage in connection with this agreement.
For the purposes of this agreement, a Government Official includes officers or employees of governments, ministries, authorities (or their respective agencies), public international organizations as well as persons acting in an official capacity for or on behalf of any such institution. In addition, politicians, members of political parties, ruling families, and their representatives, as well as employees of state-owned or controlled companies.
1.2. No officer, director or employee of either party or anyone authorized to act on its behalf is or will become a Government Official while serving as an officer, director or employee or anyone authorized to act on behalf of Billups without providing written notice to Billups sixty (60) days before the individual becomes such an official or contractor.
1.3. No third-party agent or representative who may interact with a Government Official shall be engaged by the parties without the prior written consent of Billups. The parties agree that they will take all reasonable steps to assure that any agent or representative hired to act in connection with the activities of the relevant party abides by the obligations set forth in this section.
1.4. Unless authorized in writing by Billups, parties contracting with Billups may not pay or offer to pay expenses for travel, lodging, gifts, hospitality, or charitable contributions on Billups’ behalf if such payment is for the benefit of or at the request of a Government Official or an agent of a Government Official.
1.5. Certifications of compliance with this section will be made at the reasonable request of Billups. No party shall use the business relationship to disguise or attempt to disguise the sources of illegally obtained funds. Parties contracting with Billups shall report any actual or potential prohibited payments or any provision of this Section 1 to its own legal department and to Billups.
Billups, in its sole discretion, may provide access to its software platform(s), or otherwise share certain data with other parties regarding consumers of advertising or other matters. Parties agree to adhere to any and all applicable terms and conditions when using Billups’ software platform(s). Billups does not represent or endorse the quality, accuracy, or reliability of any shared data or information contained in its software platform(s). Other parties using Billups’ software acknowledges that any reliance upon any data provided as part of the services described in any agreements entered into are at such parties’ sole risk. ANY SUCH DATA IS PROVIDED ON AN ‘AS IS’ BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PARTIES HEREBY ACKNOWLEDGE THAT USE OF THE DATA IS AT THEIR SOLE RISK.