From Provider Sample Clauses

From Provider. Provider represents and warrants to Customer that (a) it will not materially reduce the general functionality of the Cloud Service during a Subscription Period; and (b) it will perform Professional Services in a competent and professional manner.
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From Provider. Provider represents and warrants that it is the owner of the Platform and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights to use the Platform set forth in this Agreement without the further consent of any third party. Provider’s representations and warranties in the preceding sentence do not apply to use of the Platform in combination with hardware or software not provided by Provider. In case of breach of the warranty above in this Section 8.1, Provider, at its own expense, shall promptly: (a) secure for Customer the right to continue using the Platform; (b) replace or modify the Platform to make it noninfringing; or if such remedies are not commercially practical in Provider’s reasonable opinion, (c) refund the fees paid for the Platform for every month remaining in the then-current Term following the date after which Customer access to the Platform ceases as a result of such breach of warranty. If Provider exercises its rights pursuant to Subsection 8.1(c) above, Customer shall promptly cease all use of the Platform and all rePlatformion and use of the Documentation and erase all copies in its possession or control. This Section 8.1, in conjunction with Customer’s right to terminate this Agreement where applicable, states Customer’s sole remedy and Provider’s entire liability for breach of the warranty above in this Section 8.1.
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From Provider. Provider represents and warrants that it is the owner of the System and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. Provider’s representations and warranties in the preceding sentence do not apply to use of the System in combination with hardware or software not provided by Provider. In the event of a breach of the warranty in this Section 8.1, Provider, at its own expense, will promptly take the following actions: (a) secure for Customer the right to continue using the System; (b) replace or modify the System to make it noninfringing; or (c) terminate the infringing features of the Service and refund to Customer any prepaid fees for such features, in proportion to the portion of the Term left after such termination. In conjunction with Customer’s right to terminate for breach where applicable, the preceding sentence states Provider’s sole obligation and liability, and Customer’s sole remedy, for breach of the warranty in this Section 8.1 and for potential or actual intellectual property infringement by the System.
Sample 1
From Provider. Provider shall defend and indemnify Distributor and Distributor’s Associates (as defined below in Section 11.3) against any “Indemnified Claim,” meaning any third-party claim, suit, or proceeding arising out of, related to, or alleging direct infringement of any patent, copyright, trade secret, or other intellectual property right by the Licensed Software. Provider’s obligations set forth in this Section 11.1 do not apply to the extent that an Indemnified Claim arises out of: (a) Distributor’s breach of this Agreement; (b) revisions to the Licensed Software made without Provider’s written consent; (c) Distributor’s failure to incorporate Upgrades that would have avoided the alleged infringement, provided Provider offered such Upgrades without charges not otherwise required pursuant to this Agreement; (d) Provider’s modification of Licensed Software in compliance with specifications provided by Distributor; or (e) use of the Licensed Software in combination with hardware or software not provided by Provider. In the event of an Indemnified Claim, Provider may exercise any of the remedies set forth in Subsections 10.1(b)(i) through 10.1(b)(iii) above, including without limitation its right therein to terminate licenses.
Sample 1

Related to From Provider

  • Provider If the Provider is a State Agency, the Provider acknowledges that it is responsible for its own acts and deeds and the acts and deeds of its agents and employees. If the Provider is not a State agency, then the Provider agrees to indemnify and save harmless the State and its officers and employees from all claims and liability due to activities of itself, its agents, or employees, performed under this contract and which are caused by or result from error, omission, or negligent act of the Provider or of any person employed by the Provider. The Provider shall also indemnify and save harmless the State from any and all expense, including, but not limited to, attorney fees which may be incurred by the State in litigation or otherwise resisting said claim or liabilities which may be imposed on the State as a result of such activities by the Provider or its employees. The Provider further agrees to indemnify and save harmless the State from and against all claims, demands, and causes of action of every kind and character brought by any employee of the Provider against the State due to personal injuries and/or death to such employee resulting from any alleged negligent act by either commission or omission on the part of the Provider.

  • Zone File Access Agreement Registry Operator will enter into an agreement with any Internet user, which will allow such user to access an Internet host server or servers designated by Registry Operator and download zone file data. The agreement will be standardized, facilitated and administered by a Centralized Zone Data Access Provider, which may be ICANN or an ICANN designee (the “CZDA Provider”). Registry Operator (optionally through the CZDA Provider) will provide access to zone file data per Section 2.1.3 of this Specification and do so using the file format described in Section 2.1.4 of this Specification. Notwithstanding the foregoing, (a) the CZDA Provider may reject the request for access of any user that does not satisfy the credentialing requirements in Section 2.1.2 below; (b) Registry Operator may reject the request for access of any user that does not provide correct or legitimate credentials under Section 2.1.2 below or where Registry Operator reasonably believes will violate the terms of Section 2.1.5. below; and, (c) Registry Operator may revoke access of any user if Registry Operator has evidence to support that the user has violated the terms of Section 2.1.5 below.

Most Referenced Clauses

Most Referenced Definitions