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. Foreign Corrupt Practices Act and Related Laws.
1.1. Each party, their subsidiaries, and any persons or entities acting on the parties’ behalf (i) have not and will not pay, offer, promise to pay or authorize the payment directly or indirectly of any monies or anything of value to any government official for the purpose of obtaining or retaining business, directing business to any person, securing an improper advantage, or influencing any act or decision of a government official in connection with the activities contemplated in the parties’ business relationship or (ii) have not and will not pay, offer, promise to pay or authorize any other payments which would violate any applicable anti-bribery law(s) (“Prohibited Payment”), including the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”). For the purposes of the business relationship between the parties, government officials include employees or officials of any agency, instrumentality, subdivision or other body of any national, regional, local or other government authority, any political party or candidate for political office, any employee or official of a public international organization, and anyone acting in an official capacity (“Government Official”).
1.2. No officer, director or employee of either party or anyone authorized to act on its behalf is or will become an official or contractor of a governmental authority 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 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.
2. Use of Platform and Data. 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.