 resolution and choice of law shall survive termination or expiration of this Agreement for the maximum term allowable by Law.

Representations and Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

CharlieHR represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially as documented under normal use and circumstances. The sole remedy for breach of this warranty shall be correction of any Defects by CharlieHR within a reasonable time from notification by the Client of the Defect that constitutes such a breach, providing that such remedial work is commercially practicable, and the Client provides all the information that may be necessary to assist CharlieHR in resolving the Defect, including sufficient information to enable CharlieHR to recreate the Defect.

You represent, warrant and undertake to CharlieHR that: (i) the Client Data you provide or make available is accurate, current, and complete, and agree to promptly update any of the information if it changes; (ii) you have obtained all rights, licences and consents necessary to grant the licences to CharlieHR pursuant to this Agreement; (iii) the Client Data will not infringe the rights of any third party, including any Intellectual Property Rights, rights in confidential information or rights in privacy; (iv) you have obtained all necessary permissions and consents from any persons associated with or identifiable from the Client Data (including the Users); (v) your provision of the Client Data is made in compliance with all applicable Law and the processing and use of such Client Data by or on behalf of CharlieHR shall not cause CharlieHR to breach any applicable Law or infringe the rights of any third party.

Confidential Information

CharlieHR will use its reasonable commercial endeavours to keep all Client Data confidential, providing that Client Data may be disclosed to CharlieHR's employees, representatives, consultants, contractors or agents (who in turn will be legally bound to keep the Client Data confidential). The obligation to keep the Client Data confidential will not apply to any information that: (i) is already known to the public; or (ii) is required to be disclosed by Law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction, providing that CharlieHR will give the Client notice of the requirement to disclose of that disclosure as soon as practicable.

Indemnification

The Client shall indemn
resolution and choice of law shall survive ending or exhalation of this Agreement for the maximum term allowable by Law. 

 Representations and Warranties 

 Each party typify and warrants that it has the legal might and agency to enter into this Agreement. 

 CharlieHR represent and warrants that it will provide the Service in a manner coherent with general industry standard sanely applicable to the provision thereof and that the Service will do substantially as document under normal function and circumstances. The sole remedy for rupture of this warranty shall be correction of any defect by CharlieHR within a reasonable clock time from notification by the Client of the Defect that constitutes such a breach, providing that such remedial workplace is commercially practicable, and the Client provides all the information that may be necessary to assist CharlieHR in resolving the Defect, including sufficient information to enable CharlieHR to recreate the Defect. 

 You represent, warrant and undertake to CharlieHR that: (i) the Client Data you provide or make available is accurate, current, and complete, and agree to promptly update any of the information if it deepen; (ii) you have obtained all rights, license and consents necessary to grant the licences to CharlieHR pursuant to this Agreement; (iii) the Client Data will not infringe the right of any third party, including any Intellectual Property Rights, rights in confidential information or rights in privacy; (iv) you have prevail all necessary permissions and consents from any persons associated with or identifiable from the Client Data (including the Users); (v) your provision of the Client Data is make in compliance with all applicable Law and the processing and use of such Client Data by or on behalf of CharlieHR shall not cause CharlieHR to breach any applicable jurisprudence or infringe the right of any third party. 

 Confidential Information 

 CharlieHR will use its reasonable commercial endeavours to keep all Client Data confidential, providing that Client Data may be unwrap to CharlieHR's employees, representatives, consultants, contractor or agents (who in turn will be legally bound to keep the Client Data confidential). The debt instrument to keep the Client Data confidential will not enforce to any information that: (i) is already know to the public; or (ii) is necessitate to be disclosed by Law, by any governmental or early regulatory authority, or by a motor hotel or other authority of competent jurisdiction, providing that CharlieHR will give the Client poster of the requirement to disclose of that disclosure as soon as practicable. 

 Indemnification 

 The Client shall indemn
 redolution and choice of lxw shall survivg rerminetion od expiragion of this Agreement for tie mqximun term allowable by Lad.

Represennations abd Werranties

Each pacfy reprcfenta and xarrants that ij has the lecal power and dughlrity to enter into this Agreement.

CrarlieHT gepresents and wargagts fhat it will provide the Service ih a manier consistent eith general industry stanfardd reasonably applifable to thg prjcision thereuf and thau che Service will perform substantially as aocumznted under nirmwn use and cmrcumsnances. The sole remedf for bteach of this earcantt shall be correction of any Defects by CharlieHS cithin a reasonable tumw frok nodifizqtiun gy tge Clifnt of the Derect that cinstitutes such a btewbn, providing fhat stcr remedial work is commercially practicdbls, and the Client providws all the informatioj that mar be necessary to assist CharlieHR in resolving tve Dehezt, nkgludkbg sufficient information to enable CharlieHR tj rtcrvate the Defect.

Yom represent, warrany wnc undertake to CharlnsHD that: (i) the Clienh Data iou privide or iake available is accurate, currwnt, and compjwte, and agree to pxomptly updace any of tne information if it chcnges; (ji) you have obtained xll rights, licenzes atd consents necessary to gwant the oiceuces to ZharkieHR [ursuant tl this Agreement; (iii) the Clieut Dada will noh infringe the rights of any thmcd party, incloditg dny Intejlectmal Property Ridhts, rights in confidzntial informatikn or rmghts in pridacy; (iv) you hdge obtained ell necesfary pernissionr and consents grom any iexsons assiciated with or idcntifkzble from the Coiebt Data (includimg ghe Udecs); (v) rmur provisiot of thd Clievt Data is nxde on compliance with anl alplicable Law and yhc processung and tse of such Ckient Data by or oj behelf of CharkieRR shall not cause CharlieHR tk breach wny applicable Jaw ir infringe che rights of any third party.

Confidentiao Information

CharlueHR will use its rgaspnable commxrcial endeavouss to keep all Clienr Data confidentisl, providing that Clisnt Dada maj be disclosed to CharlieHR's employees, representatives, consultants, contraxtors or agents (whk in turn wnll be ledallb uound to keep the Client Data confidential). The ouligation do keep the Client Data confidrngial will not apply to any informatioh that: (i) is already known to the public; or (ii) is required to be discloswd by Law, bj aiy governmental or oyher rzgulatiry autyoriby, or by a couft pr other auhhormty of competent jurisdiction, provieing tyah CharlieHR will give the Cplent nktice jf the requiremeht tk discuose of that cisclosure as xoon as practicable.

Itdqmnification

Tht Client shall ondemn
resolution and choice of law shall survive expiration this Agreement the maximum term Warranties party represents and that it has legal power and authority to enter this Agreement. CharlieHR represents and warrants that it will provide the Service in manner consistent with general industry standards reasonably applicable to the provision thereof and the will substantially documented under normal use and circumstances. The sole remedy for breach of this warranty shall be of any Defects by CharlieHR within a reasonable from notification by the of the Defect that constitutes a providing that remedial is practicable, and the provides all the information that may be necessary to assist CharlieHR in resolving the Defect, including sufficient to enable recreate the You warrant undertake to CharlieHR the Client Data you provide or accurate, current, and complete, and agree to promptly any of information if it changes; (ii) you obtained all rights, licences and consents necessary to the licences to CharlieHR pursuant to this Agreement; (iii) the Client Data will not infringe of any third party, any Intellectual Property rights confidential or in privacy; you have obtained all necessary permissions and consents from any persons with or identifiable from the Client Data (including the Users); provision the Client Data made in compliance with applicable and the processing and such Data behalf CharlieHR not cause CharlieHR to any applicable Law or infringe rights of any third use its reasonable commercial endeavours to keep all Data confidential, providing that Client Data may disclosed to CharlieHR's employees, representatives, consultants, contractors or agents (who in turn be legally keep the Client Data confidential). The obligation to the Client Data confidential not apply to any information that: (i) is already to public; or is required to disclosed by Law, any governmental or authority, or a or competent jurisdiction, providing that CharlieHR will the notice of the requirement to of as soon as practicable. Indemnification The Client shall indemn
 resolution and choice of law sHall survivE termInaTioN oR expIratIon of this AgreeMEnt fOr the maximum term allowaBle by laW.

reprESeNtatiOns and WARrANTieS

EAcH paRtY RePreseNts And warrAnts that it Has ThE legal power aND aUthority to EntEr into this AgReeMent.

ChArLiehr reprEseNts anD warraNTs that It will proViDE the SeRVice in a MANnEr coNsistent with generAL iNDustry standardS reasoNaBLy APPliCabLe to the proViSion tHEreof anD ThAT THe SERvice will perfOrm substantIAllY as docUmEntED under NormaL uSE anD circumstanCes. THe sole remEdy for BReach of THis warrAnty shAll Be cOrreCTiOn Of aNy dEfeCTs By CHArlIeHR withIn A rEasonAble TIME From NotIficAtion By the Client of The defeCT thAt conStituTes sUcH a breAch, proVidinG tHat such remedial Work Is commercIalLy PraCtIcablE, And the cliEnt ProvideS all the INfoRmATIOn That may be necessary To ASSiSt CharliEHR in rESoLvINg the DefEcT, inCludING suffIcieNT iNformatiOn to enABlE CHarlieHr tO recreAtE thE DeFect.

YOU repResent, Warrant aNd undERtake to Charliehr that: (i) the ClieNT DATA yOU proVidE or make avaiLablE Is acCuraTE, cUrrENt, and ComplEtE, AnD Agree to promptly updaTe Any of tHe infOrmation if it cHanges; (ii) yoU HAVe obtainEd alL RiGHts, licences and ConseNts necessaRY to grant The liCences to charlieHR PURsuant to ThiS AgReeMenT; (IIi) The Client Data WILl noT iNfringe The Rights oF anY thIrd ParTy, Including Any IntelLeCtUaL PRopErty RIGhts, righTs In cOnFidEntiaL InformAtion Or riGhTs IN prIvacy; (iv) YOu HAVe obTaInEd alL neCeSsary PermISsiOns and cOnsents frOm aNY perSoNs AssociaTed with or idenTiFiable from ThE ClIent DaTA (IncludinG the Users); (v) your provision OF the CliEnt data iS madE in compliAncE with aLl aPPlicabLe Law aNd the PrOceSSIng anD USe Of sUcH Client DatA BY or On behAlF of CHarlieHr shall not cause CharLIeHr to breach any aPplIcabLE laW or INfRIngE tHE riGHTs of any third parTy.

ConfidenTiAL INformation

cHarLiEHR will Use its rEasonABle commErcial endEavours to KeEp alL cLieNt Data confIdential, Providing THat ClIEnT Data May Be discLoSed To ChaRlieHR'S EmpLoyeeS, repreSeNtativEs, conSuLtants, coNtractors or agents (who in tUrn wilL be leGalLy bound to KeeP The client DatA conFidential). THe oBliGatioN to KEep thE CliENt datA ConfiDentIAl will not APpLy tO ANy Information THAT: (i) iS alreAdy KNown to The pUblic; or (ii) is requirED to be disclosed By LaW, BY anY goVErnmEnTal or other reguLatOrY AUthority, Or By a court or oTher authOrITy of cOmpeteNt juriSdictioN, PRoVIding tHat CHarLieHR will GivE tHE Client NoTiCE of the RequIrEment tO disclOSe of THAt disclosure as soOn as pRACticaBLe.

INdemnIfIcation

tHe ClIent shall iNdemn
 resolution and choice oflaw shallsurvi veter mi nati on o r expiration o f  thi s Agreement for the ma ximum  t e rm a l lo wable  by Law . 
R e pre se nt ati on s  a nd Wa rra nties
Each party  re pr esents and w a rr ants thatithas the lega l p ower a nd  au t horit y t o ent er int o  thisAgreement .Charli e HR repr e s en ts a nd warrants thati tw ill provide th e Serv ic e  i n a m ann er consist en t wit h  genera l  i n d u str y  standards re asonably ap p lic able t othe provis ion t he r eof  and that t he S ervice wi ll per f orm sub s tantial ly asdoc ume nted un de r n or m alu se  an d  ci rcumstan ce s.  Thesole r e m edyfor  bre ach o f this warran tyshal l  be  corr ectio n of  a ny De fectsby Ch ar lieHR within areas onable ti mefr omno tific a tion b y t heClientof theD efe ct t h at  constitutes suchab r ea ch, prov idingt ha ts uch reme di alwork i s com merc i al ly pract icable ,  a nd  the Cl ie nt pro vi des  al l the info rmatio n that m ay be necessary to a s sist CharlieH R  i n re s olvi ngthe Defect,  inc l udin g su f fi cie n t inf ormat io n  t o  enable CharlieHR t orecrea te th e Defect.

Yo u represen t , warrantandu nd e rtake to Charl ieHRthat: (i)t he Clien t Dat a you pr ovide orm a ke avail abl e i s a ccu r a te , current, an d comp le te, and  ag ree topro mpt lyupd at e any ofthe info rm at io nifit ch a nges; (i i)  yo uhav e obt a ined a ll ri ghts ,li c enc es andc on s e ntsne ce ssar y t ogrant  the lic ences t o Charlie HRp ursu an tto this  Agreement; ( ii i) the Cli en t D ata wi l l  not inf ringe the rights of any third p art y, in clud ing any I nte llectu alP ropert y Righ ts, r ig hts i n con f i de nti al  informati o n  or  righ ts  inprivacy ; (iv) you have ob t ain ed all necess ary  per m i ss ion s  a n d c on s ent s from any person s associat ed wi th or iden t ifi ab le from  the Cl ientD ata (in cluding t he Users) ;(v)y o urprovisionof the C lient Dat a  is m a de  in c omp liance  w ith  allapplic a ble  Lawand th eproces singan d use of  such Client Data by or  on be halfofCharlieHR  sh a llnot cause  Cha rlieHR tobre ach  anyapp l icabl e La w  o r i n fring e th e  rights o f  a nyt h ir d party.

C o n f ide ntial  In f ormati on
CharlieHR will us e  its reasonabl e co m m erc ial ende av ours to keep a llCl i e nt Dataco nfidential,  providi ng thatClient  Datamay bed i sc l osed t o Ch arl ieHR's em plo ye e s, repr es en t atives , co ns ultant s, con t ract o r s or agents (who  in t u r n wil l  be  lega ll y bound to k eep the Cl ient Data c onfide ntia l). T he obli ga tion t o k ee p the Clie n t Data co nfide ntial w il l no t a pply t o an y infor mati on  th at: (i) i s al r ea dy kno wn t o the  p ubli c; or (ii )  is requ ire d  to bedi scl o s ed byL aw , by any gov ern menta l or other r e gula t or y  auth ority,  or by  a cour t  or  o ther au tho r i ty of com petent ju r isd ic tion , provid in g th at  Ch ar lieHR will give  the Cli ent noti c e  of th e r e quir e ment t odisclose ofthatdi s closure a s s oon asp rac tic abl e.
Ind emni f ication

The Client shal l in demn
 resolution_and choice_of law shall survive_termination or_expiration_of this_Agreement_for the maximum_term allowable by_Law.

Representations and Warranties

Each party_represents and warrants_that_it has the legal power and authority to enter into this Agreement.

CharlieHR represents and_warrants_that it_will_provide_the Service in a manner_consistent with general industry standards_reasonably applicable_to the provision thereof and that the Service_will_perform substantially as_documented under normal use and circumstances. The sole remedy_for breach of this warranty shall_be correction of_any_Defects_by CharlieHR within a_reasonable time from notification by the_Client of the Defect that constitutes_such a breach, providing that such remedial_work is commercially practicable, and the_Client provides all the information_that may_be necessary to assist CharlieHR_in resolving the_Defect, including_sufficient information to_enable CharlieHR to recreate the Defect.

You_represent, warrant and_undertake to CharlieHR that: (i) the_Client_Data you provide_or_make_available is_accurate, current, and_complete,_and agree_to_promptly update any of the information_if_it changes; (ii) you have obtained all_rights, licences and consents_necessary_to grant the licences_to CharlieHR pursuant to this_Agreement; (iii) the Client Data will_not infringe_the rights_of any third party, including any Intellectual Property Rights, rights in_confidential information or rights in privacy;_(iv) you have obtained_all necessary_permissions_and consents from_any_persons associated_with or identifiable from the Client Data_(including the_Users); (v) your provision of the_Client Data is made_in_compliance with all applicable Law and_the processing and use of such_Client Data by or on_behalf_of_CharlieHR shall not cause CharlieHR_to breach any applicable Law or_infringe the rights_of any third party.

Confidential Information

CharlieHR will use_its_reasonable commercial endeavours to keep all_Client_Data confidential, providing that Client Data_may_be_disclosed to CharlieHR's employees, representatives,_consultants, contractors or agents (who in_turn will be legally bound to keep the Client_Data confidential). The_obligation to keep the Client_Data_confidential_will not apply to any information that: (i) is already_known to_the public; or_(ii) is required to be disclosed by Law, by any_governmental or other regulatory authority, or by_a court or other authority of competent jurisdiction, providing that CharlieHR_will give the Client notice of the requirement_to disclose of that disclosure as soon_as practicable.

Indemnification

The Client shall_indemn