Representations and Warranties a. The Supplier hereby represents and warrants as follows: i. The Supplier has the legal capacity and authority to enter into this Agreement and perform its obligations hereunder and that it will comply with all applicable laws, including without limitation the Foreign Corrupt Practices Act and the U.K. Bribery Act, is not on the US Department of Treasury’s List of Specially Designated Nationals, is the sole and exclusive owner of the Exclusive Content or is the authorized representative of the applicable copyright owner(s) of such Content, has the right to grant all of the license rights contemplated to be provided under this Agreement, and has not granted any rights or licenses to any Content or any other intellectual property or technology that would conflict with this Agreement;
ii. if the Content consists in whole or in part of design elements that are included in design program software, the end user license agreement, terms of service or the equivalent license held by Supplier for such design program software allows the Supplier to incorporate such elements in Content created by the Supplier, and to license such Content to iStock for the purposes set forth herein;
iii. no portion of the Content as delivered to iStock from time to time, contains any disabling mechanism or protection feature designed to prevent its use, copying or enjoyment in the manner contemplated in this Agreement, and all Content will be free of any virus, worm, lock, or other mechanism or device that may be used to modify, delete, damage or disable the Site or the Content or any other hardware or computer system, or which would otherwise render inaccessible or impair the use of the Content or the Site in any way;
iv. the Content will include all necessary Descriptive Information to enable its effective marketing on the Site, which Descriptive Information will be complete and accurate in all material respects, and will not include false, misleading or inapplicable metadata intended to or which has the effect of keyword ‘doping’ or improperly altering search results that would otherwise be applicable to such Content;
v. the Content delivered to iStock hereunder represents original creations and expressions of subject matter, and no Content or Descriptive Information infringes any copyright, trademark, right of privacy or right of publicity or other proprietary right of any third party, or defames or casts into disrepute in any manner any third party; and
vi. the Content has not been obtained in any unlawful manner, whether civil or criminal, and is not subject to any applicable accreditation terms or access condition that might be breached by the Content being used by iStock, its customers or distributors as contemplated under this Agreement.
b. You represent and warrant that you shall not: (i) license your own Content (except occasionally and then only for legitimate creative purposes); or (ii) predominately license the Content of only a few contributors. You agree that you will not collude with another iStock member to have that member do either of (i) or (ii) above for your benefit. You acknowledge that genuine subscription customers typically license files from many contributors and you agree that your subscription licensing behavior will conform to this typical conduct. In addition to any other available remedies, if you breach this paragraph iStock may immediately terminate this Agreement and/or, if applicable, cancel your subscription package without any refund to you. You further agree to forfeit any Royalties earned by you in connection with your misconduct.