Cingular Sample Clauses

Cingular. As between the parties and subject to Section 8.2 and Section 3.11(d) and all other relevant provisions of this Agreement, Cingular retains all right, title and interest in and to the Cingular Materials, along with all Intellectual Property Rights associated therewith and all User Data. As between the parties, Cingular retains all right, title and interest in the Cingular Sourced Content, any items or Web Site specifications supplied by Cingular, its Affiliates or contractors (including, without limitation, the following: screen colors, fonts and general screen layout specifications of the “look and feel” supplied by Cingular (excluding the InfoSpace Sourced Content and Technology), and domain names obtained by Cingular).
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Cingular. (i) CINGULAR agrees to indemnify and hold MOTRICITY harmless from any and all Liabilities, causes of action, lawsuits, penalties, claims or demands (including the costs, expenses and reasonable attorneys’ fees on account thereof) that the Content (1) infringes (including increased damages for willful infringement) on any third party’s Intellectual Property Rights; (2) violates any other third party rights; (3) violates any applicable Law; or (4) contains material that is libelous, defamatory, private, obscene, or pornographic. (ii) CINGULAR agrees to defend or settle, at its own expense, any action or suit for which it is responsible under this section. MOTRICITY agrees to notify CINGULAR promptly of any claim of for which indemnification is sought hereunder, and cooperate in every reasonable way to facilitate the defense. CINGULAR shall afford MOTRICITY, at its own expense, an opportunity to participate on an equal basis with CINGULAR in the defense or settlement of any such claim.
Cingular. Except as set forth above, CINGULAR shall defend, indemnify, and hold harmless CUSTOMER its employees, officials and agents from any claims, damages, losses, or expenses (including without limitation attorney fees and costs) incurred by CUSTOMER in connection with all claims, suits, judgments, and causes of action for CINGULAR’s actions under this Agreement and infringement of patents or other proprietary rights arising from use of the Services. This obligation shall survive termination of CUSTOMER’s service with CINGULAR.
Cingular. None of the obligations set forth in Section 2.1 or 2.2 of this Agreement will apply to Cingular or any of its Subsidiaries; provided, however, that, Section 2.1(b) shall apply to Cingular and its Subsidiaries from and after the time (if any) that Cingular becomes a wholly owned Subsidiary of SBC (the "Wholly Owned Date") and; provided, further, that neither Cingular nor any of its Subsidiaries will be deemed to be in violation of Section 2.1(b) of this Agreement as a result of any activities that any of them conducts as of the Wholly Owned Date and they may continue to conduct such activities without violating 2.1(b) of this Agreement, in each case as long as such activities were commenced for a valid business purpose and not primarily for the purpose of circumventing the restrictions in this Section 2.5(b) and Section 2.1(b) of this Agreement. Notwithstanding this Section 2.5(b), (i) if any Subsidiary or business of SBC that is subject to the restrictions in Sections 2.1 and 2.2 of this Agreement is sold or otherwise transferred to Cingular or any of its Subsidiaries, such Subsidiary or business (but not any other Subsidiary or business of Cingular) will remain subject to such restrictions as long as they apply to SBC, and (ii) if Cingular or any of its Subsidiaries merges into, consolidates with or otherwise transfers all or any portion of its assets or its Subsidiaries' assets to any SBC Entity that is subject to the restrictions in Sections 2.1 and 2.2 of this Agreement, the obligations of such SBC Entity under this Agreement shall not be affected by such transaction.

Related to Cingular

  • NON-NETWORK PROVIDER is a provider that has not entered into a contract with us or any other Blue Cross and Blue Shield plan. For pediatric dental care services, non-network provider is a dentist that has not entered into a contract with us or does not participate in the Dental Coast to Coast Network. For pediatric vision hardware services, a non-network provider is a provider that has not entered into a contract with EyeMed, our vision care service manager.

  • Verizon OSS Services 8.2.1 Upon request by ECI, Verizon shall provide to ECI Verizon OSS Services. Such Verizon OSS Services will be provided in accordance with, but only to the extent required by, Applicable Law. 8.2.2 Subject to the requirements of Applicable Law, Verizon Operations Support Systems, Verizon Operations Support Systems functions, Verizon OSS Facilities, Verizon OSS Information, and the Verizon OSS Services that will be offered by Verizon, shall be as determined by Verizon. Subject to the requirements of Applicable Law, Verizon shall have the right to change Verizon Operations Support Systems, Verizon Operations Support Systems functions, Verizon OSS Facilities, Verizon OSS Information, and the Verizon OSS Services, from time-to-time, without the consent of ECI. 8.2.3 To the extent required by Applicable Law, in providing Verizon OSS Services to ECI, Verizon will comply with Verizon’s applicable OSS Change Management Guidelines, as such Guidelines are modified from time-to-time, including, but not limited to, the provisions of the Guidelines related to furnishing notice of changes in Verizon OSS Services. Verizon’s OSS Change Management Guidelines will be set out on a Verizon website.

  • End User This agreement shall bind the ordering activity as end user but shall not operate to bind a Government employee or person acting on behalf of the Government in his or her personal capacity.

  • Network Services Local Access Services In lieu of any other rates and discounts, Customer will pay fixed monthly recurring local loop charges ranging from $1,200 to $2,000 for TDM-based DS-3 Network Services Local Access Services at 2 CLLI codes mutually agreed upon by Customer and Company.

  • Connectivity User is solely responsible for providing and maintaining all necessary electronic communications with Exchange, including, wiring, computer hardware, software, communication line access, and networking devices.

  • Network PHARMACY is a retail, mail order or specialty pharmacy that has a contract to accept our pharmacy allowance for prescription drugs and diabetic equipment or supplies covered under this plan. NETWORK PROVIDER is a provider that has entered into a contract with us or other Blue Cross and Blue Shield plans. For pediatric dental care services, network provider is a dentist that has entered into a contract with us or participates in the Dental Coast to Coast Network. For pediatric vision hardware services, a network provider is a provider that has entered into a contract with EyeMed, our vision care service manager.

  • Network Services Preventive care: 100% coverage. Preventive services include, but are not restricted to routine physical exams, routine gynecological exams, routine hearing exams, routine eye exams, and immunizations. A $100 single and $200 family combined annual deductible will apply to lab/diagnostic testing after which 100% coverage will apply. A $50 copay will apply to CT and MRI scans.

  • Online Services Microsoft warrants that each Online Service will perform in accordance with the applicable SLA during Customer’s use. Customer’s remedies for breach of this warranty are described in the SLA.

  • Provider Network The Panel of health service Providers with which the Contractor contracts for the provision of covered services to Members and Out-of-network Providers administering services to Members.

  • Use of Verizon Telecommunications Services 2.1 Verizon Telecommunications Services may be purchased by Z-Tel under this Resale Attachment only for the purpose of resale by Z-Tel as a Telecommunications Carrier. Verizon Telecommunications Services to be purchased by Z-Tel for other purposes (including, but not limited to, Z-Tel’s own use) must be purchased by Z-Tel pursuant to other applicable Attachments to this Agreement (if any), or separate written agreements, including, but not limited to, applicable Verizon Tariffs. 2.2 Z-Tel shall not resell: 2.2.1 Residential service to persons not eligible to subscribe to such service from Verizon (including, but not limited to, business or other nonresidential Customers); 2.2.2 Lifeline, Link Up America, or other means-tested service offerings, to persons not eligible to subscribe to such service offerings from Verizon; 2.2.3 Grandfathered or discontinued service offerings to persons not eligible to subscribe to such service offerings from Verizon; or 2.2.4 Any other Verizon service in violation of a restriction stated in this Agreement (including, but not limited to, a Verizon Tariff) that is not prohibited by Applicable Law. 2.2.5 In addition to any other actions taken by Z-Tel to comply with this Section 2.2, Z-Tel shall take those actions required by Applicable Law to determine the eligibility of Z-Tel Customers to purchase a service, including, but not limited to, obtaining any proof or certification of eligibility to purchase Lifeline, Link Up America, or other means-tested services, required by Applicable Law. Z-Tel shall indemnify Verizon from any Claims resulting from Z-Tel’s failure to take such actions required by Applicable Law. 2.2.6 Verizon may perform audits to confirm Z-Tel’s conformity to the provisions of this Section 2.2. Such audits may be performed twice per calendar year and shall be performed in accordance with Sections 4.4.2 through 4.4.4 of the General Terms and Conditions. 2.3 Z-Tel shall be subject to the same limitations that Verizon’s Customers are subject to with respect to any Telecommunications Service that Verizon grandfathers or discontinues offering. Without limiting the foregoing, except to the extent that Verizon follows a different practice for Verizon Customers in regard to a grandfathered Telecommunications Service, such grandfathered Telecommunications Service: (a) shall be available only to a Customer that already has such Telecommunications Service; (b) may not be moved to a new service location; and, (c) will be furnished only to the extent that facilities continue to be available to provide such Telecommunications Service. 2.4 Z-Tel shall not be eligible to participate in any Verizon plan or program under which Verizon Customers may obtain products or services which are not Verizon Telecommunications Services, in return for trying, agreeing to purchase, purchasing, or using, Verizon Telecommunications Services. 2.5 In accordance with 47 CFR § 51.617(b), Verizon shall be entitled to all charges for Verizon Exchange Access services used by interexchange carriers to provide service to Z-Tel Customers.

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