AGREEMENTS WITH CUSTOMERS. The Products are provided by the Third Party Vendor. All Terms of Use or Service as established by the Third Party Vendor and as set forth inter alia at xxxxx://xxx.xxxxxxxx.xxx/legal/migrationwiz-user-agreement/ and xxxxx://xxx.xxxxxxxx.xxx/legal/mspcomplete-access-agreement/ shall apply to the VAR’s resale activity and to the VAR’s Customers, including but not limited to the VAR’s indemnity of the Third Party Vendor based upon the VAR’s acts or omissions and including indemnity of the Third Party Vendor for any infringement claims arising from the combination by the VAR and/or Customers of Third Party Vendor’s intellectual property with the VAR or any third party’s intellectual property. The VAR agrees to provide each Customer with terms of use and gain their acceptance. You covenant, represent and warrant that you will present all Terms of Use or Service to each of your Customers and obtain their enforceable agreement to the Terms of Use or Service before permitting them to access or use the Products. You covenant, represent and warrant that no subscription for the Products shall be activated for or used by your Customers before the Customer agrees to the Terms of Use or Service. You will track and record acceptance by your Customers of the Terms of Use or Service and will provide such information to the Company upon request. The Company may modify these terms and conditions at any time.
1. PRODUCTS
2. THIRD PARTY VENDOR
AGREEMENTS WITH CUSTOMERS. The Products are provided by the Third Party Vendor. All Terms of Use or Service as established by the Third Party Vendor and as set forth inter alia at xxxxx://xxx.xxxxxxx.xxx/ , Dropbox Terms (xxxxx://xxx.xxxxxxx.xxx/cms/content/dam/dropbox/documents/en- us/reseller/dropbox_reseller-program-guide.pdf ) shall apply to the VAR’s resale activity and to the VAR’s Customers, including but not limited to the VAR’s indemnity of the Third Party Vendor based upon the VAR’s acts or omissions and including indemnity of the Third Party Vendor for any infringement claims arising from the combination by the VAR and/or Customers of Third Party Vendor’s intellectual property with the VAR or any third party’s intellectual property. The VAR agrees to provide each Customer with terms of use and gain their acceptance. You covenant, represent and warrant that you will present all Terms of Use or Service to each of your Customers and obtain their enforceable agreement to the Terms of Use or Service before permitting them to access or use the Products. You covenant, represent and warrant that no subscription for the Products shall be activated for or used by your Customers before the Customer agrees to the Terms of Use or Service. You will track and record acceptance by your Customers of the Terms of Use or Service and will provide such information to the Company upon request. The Company may modify these terms and conditions at any time.
1. PRODUCTS 2. THIRD PARTY VENDOR
AGREEMENTS WITH CUSTOMERS. The Products are provided by the Third Party Vendor. All Terms of Use or Service as established by the Third Party Vendor and as set forth inter alia at xxxxx://xxx.xxxxxxx.xxx/company/legal/license-agreements, including all separate agreements set forth therein, shall apply to the VAR’s resale activity and to the VAR’s Customers, including but not limited to the VAR’s indemnity of the Third Party Vendor based upon the VAR’s acts or omissions and including indemnity of the Third Party Vendor for any infringement claims arising from the combination by the VAR and/or Customers of Third Party Vendor’s intellectual property with the VAR or any third party’s intellectual property. The VAR agrees to provide each Customer with terms of use and gain their acceptance. You covenant, represent and warrant that you will present the Microsoft Cloud Agreement to each of your Customers and obtain their enforceable agreement to the Microsoft Cloud Agreement before permitting them to access or use the Products. You covenant, represent and warrant that no subscription for the Products shall be activated for or used by your Customers before the Customer agrees to the Terms of Use. You will track and record acceptance by your Customers of the Terms of Use or Service and will provide such information to the Company upon request. The Company may modify these terms and conditions at any time.
2. THIRD PARTY VENDOR
3. THIRD PARTY VENDOR PRODUCTS
AGREEMENTS WITH CUSTOMERS. 4.1 The VAR will be responsible for, and will enter into appropriate agreements with Customers that will govern their purchase, license and/or lease of the Products from the VAR (the “Customer Agreements”). The Customer Agreement must be written terms and conditions applicable to the resale, marketing and use of the Products that:
4.1.1 is at least as restrictive and protective of the Company’s rights under this Agreement and Third Party Vendor’s rights under the XXXX;
4.1.2 makes no representations or warranties on the Company or Third Party Vendor’s behalf;
4.1.3 does not grant any rights in or to the Products beyond the scope of those contained in this Agreement; and
4.1.4 requires Customers to agree to comply with the terms of the XXXX.
4.2 The VAR will track and record acceptance by Customers of the Customer Agreements.
4.3 The resale, marketing and/or use of the Products by the VAR and its Customers is, in each case, subject to additional terms and conditions including, without limitation, XXXX and/or terms of service, applicable to such Products that are referenced in the this Agreement or that are made available by the Third Party Vendor for the Products.
4.4 Additional terms of authorized use of the Products, the fees and other charges for the Products, any special payment terms, the scope of use, and the numbers, types and identifiers of permitted users, applications, servers, devices, capacity and locations at or through which the VAR is permitted to market, resell and/or use the Products and the Customers are permitted to use the Products may be specified in the applicable Supplement and/or order process through which the Products are purchased.
4.5 The VAR and the Customers may not use or otherwise access the Products and/or Services in a manner that exceeds the authorized use. If authorized use of the Products and/or Services is exceeded, then the VAR will promptly notify the Company and immediately:
4.5.1 disable or correct impermissible use; or
4.5.2 purchase additional Products and/or Services to correspond to actual use.
4.6 Failure of the VAR’s Customers to pay for the Products and/or Services purchased will not relieve the VAR of its obligation to pay the Company for the Products and/or Services ordered by or through the VAR. The VAR is responsible for providing support services to its Customers.
AGREEMENTS WITH CUSTOMERS. 4.1. Pulse Technologies shall ensure that all R&D Products are used solely within the scope of the R&D Business. All provision of R&D Products to R&D Product Customers shall be made under an appropriate written agreement. Each such agreement shall include (a) a restriction requiring that such customer use the applicable R&D Product only for a use within the scope of the R&D Business, (b) a mechanism for Pulse Technologies to audit and confirm that such restriction is complied with, and (c) a termination right permitting Pulse Technology to terminate that agreement in the event such restriction has been violated. In the event of any such violation, Pulse Technologies shall ensure that such violation is promptly remedied, and if it is not, Pulse Technologies shall terminate the customer agreement in question. Use of an R&D Product by a Sublicensee or an R&D Product Customer outside of the scope of the R&D Business shall be deemed to be a material breach by Pulse Technologies of this Agreement.
4.2. Pulse Technologies agrees to provide (whether doing so directly or through a Subsidiary, Sublicensee, or otherwise) the delivery device portion of R&D Products to R&D Product Customers on a loaned or leased-basis only, and therefore agrees not to transfer title to the delivery device portion of any R&D Product to any R&D Product Customer.
AGREEMENTS WITH CUSTOMERS. During the Transition Period, Buyer shall maintain in their current form all BDF agreements and other Agreements with customers.
AGREEMENTS WITH CUSTOMERS. Customers' rights to utilize Direct Market Access shall be governed by agreements between the customers and the Member. Such agreements may only be entered into by the Member with customers who possess sufficient financial resources in order to be able to fulfil their obligations and who possess sufficient skills in trading in the Exchange's electronic exchange trading system. The agreement shall state any restrictions, limits, or other conditions governing the customer's right to utilize Direct Market Access. Pursuant to such agreement, the Member shall be entitled to require the customer to produce such information as may reasonably be requested to verify compliance with any conditions related to Direct Market Access. Pursuant to such agreement, the Member shall be entitled to terminate the Direct Market Access function.
AGREEMENTS WITH CUSTOMERS. (i) Attached to Schedule 4.21(a) are true and correct copies of the forms upon which (A) any agreements with or applications from Customers or (B) any currently effective Customer Agreements are based. The ten (10) largest Customers, as measured by revenue generated during the twelve (12) months prior to the Balance Sheet Date, are identified as such on Schedule 4.21(a)(i).
(ii) With respect to the Customers, whether as a result of the Contemplated Transactions or otherwise, none of the Customer Agreements obligate or will obligate any Company (by the terms of any of such Contracts, or at the option of the other party to such Contracts) to (A) make a lump sum payment in lieu of any future stream of revenue or otherwise, (B) acquire or assume any asset or Liability, (C) offer a right of first refusal or similar preferential right in favor of such Customer or any Referral Source or (D) pay ongoing residuals, commissions or fees to any third party.
AGREEMENTS WITH CUSTOMERS. MedPlus represents and warrants that all MedPlus Provider Agreements (as defined in the Software Agreement) with respect to ChartMaxx and E.Maxx shall satisfy the requirement of Section 13 of the Software Agreement and shall specify that Patient Data (as defined in the Software Agreement) of Quest Diagnostics and its affiliates may not be aggregated, integrated, compiled, generated, merged or manipulated with Patient Data of other Providers as specified in Section B10 of the Software Agreement except as required for treatment of their own patients and for quality assurance purposes.
AGREEMENTS WITH CUSTOMERS. (i) Company Group Members have provided Buyer with true and correct copies of their form Customer Agreements.
(ii) With respect to the Customers, whether as a result of the Contemplated Transactions or otherwise, none of the Customer Agreements obligate or will obligate any Company Group Member (by the terms of any of such Contracts) to (A) acquire or assume any asset or Liability, (B) offer a right of first refusal or similar preferential right in favor of such Customer or any Referral Source or (C) pay ongoing residuals, commissions or fees to any third party.
