Company Rights and Obligations. (a) Company shall use its reasonable commercial efforts to develop and operate the Company Site and maintain uptime consistent with industry standards, as set forth in EXHIBIT A hereto. MS shall first discuss with Company any proposed updates to EXHIBIT A, and will not implement such changes without Company's consent, not to be unreasonably withheld.
(b) Company will develop a tracking mechanism to identify HomeAdvisor referred users and be able to track their usage and Company marketing/promotional efforts associated with these unique users. Such tracking method shall be via a "persistent" cookie (or other similar method agreeable to the parties) which shall be delivered to every HomeAdvisor user on his or her first visit to the Company Site. There are situations in which Company may engage in reduced rate advertising. In any such situation where a reduction off Company's established rate card is given (i) to partners that have taken an equity interest in Company (no such agreement currently being in existence), or (ii) to persons for the beneficial interest of Company and not MS (e.g., if the Company gives away advertising, or trades advertising in exchange for advertising on another site), Company will accrue button/banner/showcase/smart lead, etc., revenue to MS at a minimum of [...***...] of Company's established rate card. In other situations not contemplated above, including, for example, in case of a volume discount, no adjustment will be made to the amounts ordinarily received by MS.
(c) Company will offer for sale, on terms mutually agreeable to MS and Company, bCentral web site hosting, business service packages, and desktop tools to its existing and future contractor network. This includes those services currently available and new services as they become available. Company will be paid based on existing and future commercial sales incentive programs used by bCentral. An example of the agreement terms and conditions is attached in EXHIBIT C, but these will change from time to time, and Company and bCentral will work together to reach mutually agreeable terms. This is a non-exclusive offering in that Company may also sell up to [...***...] competing services to its contractor network.
(d) Company shall maintain a HomeAdvisor logo and navigation structure on sessions generated via a direct link from the HomeAdvisor site (reflecting top level HomeAdvisor navigation, currently containing "home page," "getting started," "neighborhoods," "homes," "fi...
Company Rights and Obligations. Subject to the terms and conditions of this Agreement and save as otherwise agreed by the Parties pursuant to Section 2.4(a) of the Separation Agreement, during the Company Business Transition Period, the Company shall, or shall cause the Company Business to:
(A) perform all obligations required pursuant to or in connection with each applicable Excluded Client Contract in each case then held by SpinCo or any of its Affiliates, to the maximum extent possible, and until the transfer of such Excluded Client Contract to Company Group;
(B) take such actions, at the expense and for the account of the Company, as may be requested from time to time by SpinCo so as to put SpinCo and the SpinCo Business in the same position as if the applicable Excluded Client Contracts had been held by Company Group at the Closing as an Excluded Asset;
(C) make decisions and direct SpinCo with respect to the management and performance of the applicable Excluded Client Contracts; and
(D) defend, indemnify and hold harmless SpinCo and the SpinCo Business and their respective representatives for any and all Losses or Liabilities arising out of or relating to any applicable Excluded Client Contract.
Company Rights and Obligations. The Company has joined this Agreement to obtain the rights, and agree to the obligations, set forth in this Section 5. The parties acknowledge that Executive is not employed by, and may not be deemed employed by, the Company. The Company's obligations to Executive shall be limited to those matters expressly set forth in this Section 5, and the Company shall have no other liability or obligation to Executive under this Agreement whatsoever.
Company Rights and Obligations. The Company undertakes to provide services in accordance with its capabilities and to protect the confidentiality of User data in accordance with applicable legal norms. The Company reserves the right to modify, supplement, or terminate the provision of services at any time.
Company Rights and Obligations. 4.1 The Company shall provide the Affiliate with all required information and marketing material necessary for the promotion of the Company Websites on the Affiliate Websites, as well as for the implementation of the tracking Link/s thereon.
4.2 The Company shall be responsible for the content and presentation of any material specifically provided to the Affiliate by the Company, if any, for the purposes of the execution of this Agreement. Provided that nothing contained in this Clause 4.2 shall be interpreted as to having the effect of relinquishing the responsibility of the Affiliate with respect to the manner in which the material provided to it by the Company is presented on the Affiliate Website or is generally distributed (or any other medium to be used by the Affiliate for the purposes of this Agreement) and for the suitability and compliance thereof with all applicable laws, rules and regulations.
4.3 The Company shall administer the turnover generated via the tracking links, record the net revenues and the total amount of payable to the Affiliate, whilst further providing the Affiliate with relevant player statistics. A unique tracking identification code will be assigned to all New Customers.
4.4 The Company shall pay the Affiliate the payment due thereto as calculated pursuant to clause 6 of this Agreement, which amount shall be dependent on the New Customers referred to the Company Websites by the Affiliate Websites, subject to the terms of this Agreement.
4.5 The Company reserve the right to refuse the registration of any New Customers, suspend or close their accounts if deemed necessary. This will be at the Company’s sole discretion in order to comply with any requirements it considers mandatory.
4.6 The Company hereby notifies the Affiliate, which accepts, that personal data (as defined in the GDPR) pertaining to the Affiliate and/or any of its employees (if any) may be collected by the Company and shall be utilised solely in the context of, and as is necessary for, the performance of this Agreement or in the pursuance of any legal obligation or legitimate interest.
Company Rights and Obligations. (a) COMPANY agrees that MS shall retain all right, title and interest in the Software as delivered to COMPANY by MS. COMPANY shall retain all right, title and interest in the Modifications made by COMPANY in accordance with this Agreement, except as provided in Section 3(b).
(b) COMPANY hereby conveys and assigns to MS all right, title and interest, including any copyrights, to any Modifications it makes to the Documentation Sources, Header and Library files and Sample Code (together, “COMPANY Modifications”), subject to the license rights described in Section 2. COMPANY agrees to supply MS at no charge one (1) copy of any and all COMPANY Modifications within thirty (30) days after COMPANY first offers for commercial release or sale such COMPANY Modifications. COMPANY shall execute and deliver such instruments and cooperate with MS as may be necessary to carry out such assignment(s). COMPANY shall retain all right, title and interest in any translations made by COMPANY to Modifications.
(c) To the extent that MS provides COMPANY copies of any pre-release Software, including updates to Software in pre-release form, COMPANY may use it for evaluation testing and distribution with COMPANY’s Tools, provided that such Tools are marked “Pre-release” and provided the intent of COMPANY is to update its end-user recipients of COMPANY’s Tool(s) containing MS pre-release Software to retail product which will contain the commercial release of any such Software. In no event shall COMPANY distribute any pre-release Software in any distribution of COMPANY’s final commercially released version of Tools.
(d) COMPANY shall supply MS at no charge one (1) copy of the Tools in which any portion of the Software is integrated within thirty (30) days after COMPANY first offers the Tools for commercial release or sale.
(e) COMPANY shall be solely responsible for providing end-user support to Tool Licensees (including Software as incorporated into such Tools). COMPANY and Tool Licensees shall have the right to participate in any support services that MS may provide from time to time on such terms as mutually agreed to by the appropriate parties.
(f) COMPANY shall distribute and license the use of the Tools to end-users only pursuant to its end-user license agreement (“EUXX”) which shall conform in substance to Exhibit F, except that (i) it shall be adapted as commercially reasonable for any foreign jurisdiction in which COMPANY markets or distributes the Software; (ii) the limitatio...
Company Rights and Obligations. 2.1 Company shall be permitted to increase or decrease the amount of the transaction surcharge fee in its sole discretion. Additionally, Company reserves the fight to decrease the amount of the fee revenue payable to Merchant upon providing Merchant with thirty (30) days prior written notice, provided such decrease is directly related to an increase of costs incurred by the Company for providing the transaction processing services. A transaction shall be defined as any cash withdrawal made from a cardholder’s account when a surcharge is collected but not including an electronic benefits transfer withdrawal.
2.2 Company shall provide data processing services and may provide cash management services or shall select or designate at its sole discretion another processing services company (designee) to perform the same.
2.3 Company shall mail on the 25th or each month, the next business day, or soon thereafter, the surcharge revenue due to the Merchant from the previous calendar month, less the fees allocated to the Company.
2.4 Should Merchant elect to have Company perform or arrange for necessary maintenance, servicing, and ordinary repair of the ATM Company and/or its designee shall, at any reasonable time and at all times during the Merchant’s ordinary business hours have the right to enter into and upon the Premises for the purpose of inspecting, repairing, maintaining, or upgrading the ATM and observing its use. Additionally, Merchant shall be responsible for all costs of such service, maintenance and repair, including but not limited to costs of labor and parts.
2.5 Company shall be permitted to assign or dispose of all or part of its rights and obligations under the agreement without the prior written consent of the Merchant.
Company Rights and Obligations. 2.1. COMPANY reserves the right to terminate this Agreement and your participation in the COMPANY’S PARTNER Program immediately and without notice to you should you commit fraud in your use of the COMPANY’S PARTNER Program or should you abuse this program in any way. If such fraud or abuse is detected, COMPANY shall not be liable to you for any commissions for such fraudulent sales.
2.2. This Agreement will begin upon our acceptance of your PARTNER application and will continue unless terminated hereunder.
Company Rights and Obligations. 21 Section 4.1 Vesting And Repurchase Of Management Stock..........................................
Company Rights and Obligations. 3.1. At our sole discretion, we may register any New Customers directed to the Company Website by you and we will track their transactions. We reserve the right to refuse New Customers [or to close their accounts] if necessary, to comply with any requirements we pay periodically establish.
3.2. We reserve the right to terminate this Agreement if we notice any fraudulent, suspicious, or questionable activities related either to the Affiliate or to the players brought.3.3. If such a circumstance is confirmed, we reserve the right to close the Partner’s Affiliate Accounts and the accounts of the players he referred to the program with no notice period. In addition, we reserve the withold and seize any commissions of the Partner earned in unreputable ways.
3.3. We shall make available monitoring tools which enable you to monitor your Affiliate Account and the level of your Commission and the payment thereof.
3.4. We shall use our best efforts to provide you with all materials and information required for necessary implementation of the Brand such as Affiliate Links, logos, banners, etc.
3.5. Subject to your strict adherence to the Affiliate Agreement, we shall pay you the Commission in accordance with Clause 5.3.
