License of Data. (a) Subject to the restrictions set forth in Section 6.5, Company hereby grants to Alloy during the Term of this Agreement and for a period of one (1) year commencing on the delivery of Company Data and each subsequent one (1) year period commencing during the Term a non-exclusive, transferable license to use for any purpose, the Company Data. In consideration for the aforesaid annual licenses, (i) Alloy will pay to xXxxX*s a fee on a net basis of three cents ($0.03) per each Unique Valid Record (collectively, the “Alloy Data Fees”) containing Company Data which consists of 0-12 month Buyers and/or 0-6 month Catalog requestors; and (ii) for each Unique Valid Record which consists of 12+ month Buyers and/or 6+ month catalog requestors, Alloy shall pay to a Company a fee of one and one-half cents ($0.015) per Unique Valid Record. Alloy may, by providing written notice to Company, elect to terminate this license at anytime, in which event Company shall be relieved of its obligations set forth in Section 6 except that Section 6.5 will survive in accordance with its terms.
(b) Subject to the restrictions set forth in Section 6.5 and at xXXxX*s option in its sole discretion, Alloy shall grant to xXXxX*s during the Term of this Agreement and for a period of one (1) year commencing on the delivery of the Alloy Flagship Data and each subsequent one (1) year period commencing during the Term a non-exclusive, non-transferable license to use for any purpose the Alloy Flagship Data. xXXxX*s will pay to Alloy a fee of three cents ($0.03) per each Unique Valid Record (collectively, the “Delias Data Fees” and together with the Alloy Data Fees, the “Data Fees”). xXXxX*s may exercise this option at anytime during the Term by providing written notice to Alloy.
License of Data. Subject to the terms of this Agreement, Customer hereby grants to Contrast a non-exclusive, worldwide, royalty-free right to use the Customer Data to the extent necessary to provide the Service to Customer. Customer represents and warrants that (i) it has all rights and authorization to provide the Customer Data, and (ii) Customer’s provision, use and maintenance of Customer Data complies with all laws, regulations and third-party rights.
License of Data. A. USBFS has entered into an agreement with MSCI index data services (“MSCI”), Standard & Poor Financial Services LLC (“S&P”) and FactSet Research Systems Inc. (“FACTSET”) which obligates USBFS to include a list of required provisions in this Agreement attached hereto as Exhibit B. The index data services that may be provided to the Fund by USBFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Fund. The provisions in Exhibit B shall not have any affect upon the standard of care and liability USBFS has set forth in Section 6 of this Agreement.
B. The Fund agrees to indemnify and hold harmless USBFS, its information providers, and any other third party involved in or related to the making or compiling of the Data, their affiliates and subsidiaries and their respective directors, officers, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and costs, as incurred, arising in and any manner out of the Fund’s or any third party’s use of, or inability to use the Data (which was provided by the Fund only) or any breach by the Fund of any provision contained in this Agreement. The immediately preceding sentence shall not have any effect upon the standard of care and liability of USBFS as set forth in Section 6 of this Agreement.
License of Data. Licensee may incorporate the Data into Licensee's restricted-access Internet-based services solely for its paying and/or otherwise qualified subscribers' inquiry purposes via the Internet. Licensee may also incorporate the CareData Information into Licensee's non-restricted access Internet-based services for its patrons' inquiry purposes via the Internet. Licensee further understands and agrees that neither it nor any End-User may otherwise rent, sublicense, lease, sell, loan or otherwise transfer to any third party any of the Data, and may not use the Data for purposes of credential verification to satisfy independent accreditation requirements. Upon Licensee becoming aware of any such violations by an End-User (whether on its own accord or after being notified of such violation by Licensor), Licensee shall, at its own cost, take all reasonable steps (including, if necessary, seeking injunctive relief) to cure such violations as soon as practicable and, provided that Licensee does perform such obligations, Licensee shall not be liable to Licensor for monetary damages resulting from such violations. Nothing herein shall be deemed to convey to Licensee any copyright, trademark or other proprietary rights with respect to the Data.
