Common use of License to DIR Third Party Materials Clause in Contracts

License to DIR Third Party Materials. (a) Subject to Successful Respondent having obtained any Required Consents, DIR hereby grants to Successful Respondent, for the sole purpose of performing the Services and subject to DIR's and/or the DIR Customers' underlying rights and any conditions or limitations imposed under applicable Laws, the same rights of access and use as DIR and/or the applicable DIR Customer possesses under the applicable licenses with respect to the DIR licensed Third Party Materials provided by DIR and/or DIR Customers to Successful Respondent. Subject to Successful Respondent having obtained any Required Consents, DIR shall also grant such rights to Subcontractors designated by Successful Respondent if and to the extent necessary for Successful Respondent to provide the Services. Except as otherwise expressly agreed by the applicable third party licensors, Successful Respondent shall comply with the duties, including use restrictions and nondisclosure obligations, imposed on DIR and/or the DIR Customers by such licenses. If proof of entitlement for a license is not available, DIR and/or DIR Customers will, at a minimum, notify Successful Respondent in writing of: (i) the name of the software product and vendor; (ii) the number of licenses available to DIR and/or the DIR Customers; and (iii) any other duties, restrictions, and obligations known to DIR or the DIR Customers. (b) Except as otherwise requested or approved by DIR (or the relevant licensor), Successful Respondent shall cease all use of such Third Party Materials upon the end of the Term. THE DIR LICENSED THIRD PARTY MATERIALS ARE PROVIDED BY DIR TO SUCCESSFUL RESPONDENT ON AN AS-IS, WHERE-IS BASIS. DIR EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE DIR LICENSED THIRD PARTY MATERIALS OR THE CONDITION OR SUITABILITY OF THE DIR LICENSED THIRD PARTY MATERIALS FOR USE BY SUCCESSFUL RESPONDENT TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

License to DIR Third Party Materials. (a) Subject to Successful Respondent having obtained any Required Consents, DIR hereby grants to Successful Respondent, for the sole purpose of performing the Services and subject to DIR's and/or the DIR Customers' underlying rights and any conditions or limitations imposed under applicable Laws, the same rights of access and use as DIR and/or the applicable DIR Customer possesses under the applicable licenses with respect to the DIR licensed Third Party Materials provided by DIR and/or DIR Customers to Successful Respondent. Subject to Successful Respondent having obtained any Required Consents, DIR shall also grant such rights to Subcontractors designated by Successful Respondent if and to the extent necessary for Successful Respondent to provide the Services. Except as otherwise expressly agreed by the applicable third party licensors, Successful Respondent shall comply with the duties, including use restrictions and nondisclosure obligations, imposed on DIR and/or the DIR Customers by such licenses. If proof of entitlement for a license is not available, DIR and/or DIR Customers will, at a minimum, notify Successful Respondent in writing of: (i) the name of the software product and vendor; (ii) the number of licenses available to DIR and/or the DIR Customers; and (iii) any other duties, restrictions, and obligations known to DIR or the DIR Customers. (b) Except as otherwise requested or approved by DIR (or the relevant licensor), Successful Respondent shall cease all use of such Third Party Materials upon the end of the Term. THE DIR LICENSED THIRD PARTY MATERIALS ARE PROVIDED BY DIR TO SUCCESSFUL RESPONDENT ON AN AS-IS, WHERE-IS BASIS. DIR EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE DIR LICENSED THIRD PARTY MATERIALS OR THE CONDITION OR SUITABILITY OF THE DIR LICENSED THIRD PARTY MATERIALS FOR USE BY SUCCESSFUL RESPONDENT TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

License to DIR Third Party Materials. (a) Subject to Successful Respondent Service Provider having obtained any Required Consents, DIR hereby grants to Successful RespondentService Provider, for the sole purpose of performing the Services and subject to DIR's and/or the DIR Customers' underlying rights and any conditions or limitations imposed under applicable Laws, the same rights of access and use as DIR and/or the applicable DIR Customer possesses under the applicable licenses with respect to the DIR licensed Third Party Materials provided by DIR and/or DIR Customers to Successful RespondentService Provider. Subject to Successful Respondent Service Provider having obtained any Required Consents, DIR shall also grant such rights to Subcontractors designated by Successful Respondent Service Provider if and to the extent necessary for Successful Respondent Service Provider to provide the Services. Except as otherwise expressly agreed by the applicable third party licensors, Successful Respondent Service Provider shall comply with the duties, including use restrictions and nondisclosure obligations, imposed on DIR and/or the DIR Customers by such licenses, which have been provided to Service Provider in writing in advance of Service Provider's use thereof. If proof of entitlement for a license is licenses are not available, DIR and/or DIR Customers willshall, at a minimum, notify Successful Respondent Service Provider in writing of: of (i) the name of the software product and vendor; , (ii) the number of licenses available to DIR and/or the DIR Customers; and , and (iii) any other duties, restrictions, restrictions and obligations known to DIR or the DIR Customers. (b) . Except as otherwise requested or approved by DIR (or the relevant licensor), Successful Respondent Service Provider shall cease all use of such Third Party Materials upon the end of the Term. THE DIR LICENSED THIRD PARTY MATERIALS ARE PROVIDED BY DIR TO SUCCESSFUL RESPONDENT SERVICE PROVIDER ON AN AS-IS, WHERE-IS BASIS. DIR EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE DIR LICENSED THIRD PARTY MATERIALS OR THE CONDITION OR SUITABILITY OF THE DIR LICENSED THIRD PARTY MATERIALS FOR USE BY SUCCESSFUL RESPONDENT SERVICE PROVIDER TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

License to DIR Third Party Materials. (a) Subject to Successful Respondent having obtained any Required Consents, DIR hereby grants to Successful Respondent, for the sole purpose of performing the Services and subject to DIR's and/or the DIR DCS Customers' underlying rights and any conditions or limitations imposed under applicable Laws, the same rights of access and use as DIR and/or the applicable DIR DCS Customer possesses under the applicable licenses with respect to the DIR licensed Third Party Materials provided by DIR and/or DIR DCS Customers to Successful Respondent. Subject to Successful Respondent having obtained any Required Consents, DIR shall also grant such rights to Subcontractors designated by Successful Respondent if and to the extent necessary for Successful Respondent to provide the Services. Except as otherwise expressly agreed by the applicable third party licensors, Successful Respondent shall comply with the duties, including use restrictions and nondisclosure obligations, imposed on DIR and/or the DIR DCS Customers by such licenses. If proof of entitlement for a license is not available, DIR and/or DIR DCS Customers will, at a minimum, notify Successful Respondent in writing of: (i) the name of the software product and vendor; (ii) the number of licenses license available to DIR and/or the DIR DCS Customers; and (iii) any other duties, restrictions, and obligations known know to DIR or the DIR DCS Customers. (b) Except as otherwise requested or approved by DIR (or the relevant licensor), Successful Respondent shall cease all use of such Third Party Materials upon the end of the Term. THE DIR LICENSED THIRD PARTY MATERIALS ARE PROVIDED BY DIR TO SUCCESSFUL RESPONDENT ON AN AS-IS, WHERE-IS BASIS. DIR EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE DIR LICENSED THIRD PARTY MATERIALS OR THE CONDITION OR SUITABILITY OF THE DIR LICENSED THIRD PARTY MATERIALS FOR USE BY SUCCESSFUL RESPONDENT TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

License to DIR Third Party Materials. (a) Subject to Successful Respondent Service Provider having obtained any Required Consents, DIR hereby grants to Successful RespondentService Provider, for the sole purpose of performing the Services and subject to DIR's and/or the DIR Customers' underlying rights and any conditions or limitations imposed under applicable Laws, the same rights of access and use as DIR and/or the applicable DIR Customer possesses under the applicable licenses with respect to the DIR licensed Third Party Materials provided by DIR and/or DIR Customers to Successful RespondentService Provider. Subject to Successful Respondent Service Provider having obtained any Required Consents, DIR shall also grant such rights to Subcontractors designated by Successful Respondent Service Provider if and to the extent necessary for Successful Respondent Service Provider to provide the Services. Except as otherwise expressly agreed by the applicable third party licensors, Successful Respondent Service Provider shall comply with the duties, including use restrictions and nondisclosure obligations, imposed on DIR and/or the DIR Customers by such licenses, which have been provided to Service Provider in writing in advance of Service Provider's use thereof. If proof of entitlement for a license is licenses are not available, DIR and/or DIR Customers willshall, at a minimum, notify Successful Respondent Service Provider in writing of: of (i) the name of the software product and vendor; , (ii) the number of licenses available to DIR and/or the DIR Customers; and , and (iii) any other duties, restrictions, restrictions and obligations known to DIR or the DIR Customers. (b) . Except as otherwise requested or approved by DIR (or the relevant licensor), Successful Respondent Service Provider shall cease all use of such Third Party Materials upon the end of the Term. THE DIR LICENSED THIRD PARTY MATERIALS ARE PROVIDED BY DIR TO SUCCESSFUL RESPONDENT SERVICE PROVIDER ON AN AS-IS, WHERE-IS BASIS. DIR EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE DIR LICENSED THIRD PARTY MATERIALS OR THE CONDITION OR SUITABILITY OF THE DIR LICENSED THIRD PARTY MATERIALS FOR USE BY SUCCESSFUL RESPONDENT SERVICE PROVIDER TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

License to DIR Third Party Materials. (a) Subject to Successful Respondent Service Provider having obtained any Required Consents, DIR hereby grants to Successful RespondentService Provider, for the sole purpose of performing the Services and subject to DIR's and/or the DIR Customers' underlying rights and any conditions or limitations imposed under applicable Laws, the same rights of access and use as DIR and/or the applicable DIR Customer possesses under the applicable licenses with respect to the DIR licensed Third Party Materials provided by DIR and/or DIR Customers to Successful RespondentService Provider. Subject to Successful Respondent Service Provider having obtained any Required Consents, DIR shall also grant such rights to Subcontractors designated by Successful Respondent Service Provider if and to the extent necessary for Successful Respondent Service Provider to provide the Services. Except as otherwise expressly agreed by the applicable third party licensors, Successful Respondent Service Provider shall comply with the duties, including use restrictions and nondisclosure obligations, imposed on DIR and/or the DIR Customers by such licenses, which have been provided to Service Provider in writing in advance of Service Provider's use thereof. If proof of entitlement for a license is licenses are not available, DIR and/or DIR Customers willshall, at a minimum, notify Successful Respondent Service Provider in writing of: of (i) the name of the software product and vendor; , (ii) the number of licenses available to DIR and/or the DIR Customers; and , and (iii) any other duties, restrictions, restrictions and obligations known to DIR or the DIR Customers. (b) . Except as otherwise requested or approved by DIR (or the relevant licensor), Successful Respondent Service Provider shall cease all use of such Third Party ThirdParty Materials upon the end of the Term. THE DIR LICENSED THIRD PARTY MATERIALS ARE PROVIDED BY DIR TO SUCCESSFUL RESPONDENT SERVICE PROVIDER ON AN AS-IS, WHERE-IS BASIS. DIR EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE DIR LICENSED THIRD PARTY MATERIALS OR THE CONDITION OR SUITABILITY OF THE DIR LICENSED THIRD PARTY MATERIALS FOR USE BY SUCCESSFUL RESPONDENT SERVICE PROVIDER TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. For the avoidance of doubt, the provision of suitable, properly functioning DIR Licensed Third Party Materials, if necessary to Service Provider’s performance of the Services, is subject to Section 10.2 (Savings Clause).

License to DIR Third Party Materials. (a) Subject to Successful Respondent having obtained any Required Consents, DIR hereby grants to Successful Respondent, for the sole purpose of performing the Services and subject to DIR's and/or the DIR Customers' underlying rights and any conditions or limitations imposed under applicable Laws, the same rights of access and use as DIR and/or the applicable DIR Customer possesses under the applicable licenses with respect to the DIR licensed Third Party Materials provided by DIR and/or DIR Customers to Successful Respondent. Subject to Successful Respondent having obtained any Required Consents, DIR shall also grant such rights to Subcontractors designated by Successful Respondent if and to the extent necessary for Successful Respondent to provide the Services. Except as otherwise expressly agreed by the applicable third party licensors, Successful Respondent shall comply with the duties, including use restrictions and nondisclosure obligations, imposed on DIR and/or the DIR Customers by such licenses, which have been provided to Successful Respondent in writing in advance of Successful Respondent’s use thereof. If proof of entitlement for a license is not available, DIR and/or DIR Customers will, at a minimum, notify Successful Respondent in writing of: (i) the name of the software product and vendor; (ii) the number of licenses available to DIR and/or the DIR Customers; and (iii) any other duties, restrictions, and obligations known to DIR or the DIR Customers. (b) Except as otherwise requested or approved by DIR (or the relevant licensor), Successful Respondent shall cease all use of such Third Party Materials upon the end of the Term. THE DIR LICENSED THIRD PARTY MATERIALS ARE PROVIDED BY DIR TO SUCCESSFUL RESPONDENT ON AN AS-IS, WHERE-IS BASIS. DIR EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE DIR LICENSED THIRD PARTY MATERIALS OR THE CONDITION OR SUITABILITY OF THE DIR LICENSED THIRD PARTY MATERIALS FOR USE BY SUCCESSFUL RESPONDENT TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

License to DIR Third Party Materials. (a) Subject to Successful Respondent Service Provider having obtained any Required Consents, DIR hereby grants to Successful RespondentService Provider, for the sole purpose of performing the Services and subject to DIR's and/or the DIR Customers' underlying rights and any conditions or limitations imposed under applicable Laws, the same rights of access and use as DIR and/or the applicable DIR Customer possesses under the applicable licenses with respect to the DIR licensed Third Party Materials provided by DIR and/or DIR Customers to Successful RespondentService Provider. Subject to Successful Respondent Service Provider having obtained any Required Consents, DIR shall also grant such rights to Subcontractors designated by Successful Respondent Service Provider if and to the extent necessary for Successful Respondent Service Provider to provide the Services. Except as otherwise expressly agreed by the applicable third party licensors, Successful Respondent Service Provider shall comply with the duties, including use restrictions and nondisclosure obligations, imposed on DIR and/or the DIR Customers by such licenses. If proof of entitlement for a license is not available, DIR and/or DIR Customers will, at a minimum, notify Successful Respondent in writing of: (i) the name of the software product and vendor; (ii) the number of licenses available to DIR and/or the DIR Customers; and (iii) any other duties, restrictions, and obligations known to DIR or the DIR Customers. (b) Except as otherwise requested or approved by DIR (or the relevant licensor), Successful Respondent Service Provider shall cease all use of such Third Party Materials upon the end of the Term. THE DIR LICENSED THIRD PARTY MATERIALS ARE PROVIDED BY DIR TO SUCCESSFUL RESPONDENT SERVICE PROVIDER ON AN AS-IS, WHERE-IS BASIS. DIR EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE DIR LICENSED THIRD PARTY MATERIALS OR THE CONDITION OR SUITABILITY OF THE DIR LICENSED THIRD PARTY MATERIALS FOR USE BY SUCCESSFUL RESPONDENT SERVICE PROVIDER TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.