License to Provider Sample Clauses

License to Provider. Customer grants Provider a non- exclusive, world-wide, royalty-free license to use the data and other information input by Customer and its Authorized Users into the Provider System or otherwise provided to Provider for purposes of performing the Services (the “Customer Data”). Customer will be responsible for obtaining all rights, permissions, and authorizations to provide the Customer Data to Provider for use as contemplated under this Agreement. Except for the limited license granted in this Section, nothing contained in this Agreement will be construed as granting Provider any right, title, or interest in the Customer Data. Notwithstanding the foregoing, Customer hereby grants Provider a non- exclusive, perpetual, royalty free license to use Aggregate Data for any purpose related to Provider’s business, including, without limitation, further developing and optimizing the Provider System, including through the development of new and/or expanded features and functionality. For the purposes of this Section, “Aggregate Data” means Customer Data that is combined with other similar data of other customers. Aggregate Data shall not include (directly or by inference) any information identifying the Customer or any identifiable customer or individual.
Sample 1
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License to Provider. (a) The Customer Group hereby grants to Provider a revocable, worldwide, royalty-free, non-exclusive license to use, reproduce, access, practice, embody, enhance, create [[[***]]] CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION. derivative works, make and have made the Customer Solutions and any other Technology or Intellectual Property provided to Provider by the Customer Group, subject to the following: (i) Provider must use such Customer Solutions and other Technology and Intellectual Property solely for the purpose of providing Services to the Customer Group (or for any Cross License Customer IP included in such Customer Solutions or other Technology or Intellectual Property, as otherwise allowed pursuant to the terms and conditions of the Cross License Agreement), (ii) Provider’s license to use any Customer Solutions will expire automatically when such Customer Solutions are no longer necessary for Provider’s use in connection with the Services; and (iii) such license granted to Provider pursuant to this Section 17.4 will be limited to Provider and any subcontractors permitted in accordance with Section 22.2. (b) At the request of Provider, the parties to a Customer SOW may assess whether in a particular Future SOW the Customer Group will grant to Provider a non-exclusive license under any Customer Solutions for purposes other than providing Services to the Customer Group. If the parties agree to grant such a license, such license will be set forth in the applicable Future SOW along with such consideration as Customer and Provider may agree to in writing. (c) All right, title and interest in and to any improvements, modifications, corrections, compilations, derivative works, derivations, or other revisions (“Improvements”) of the Customer Solutions or any other Technology or Intellectual Property or components thereof provided to Provider by a Customer Party developed by Provider (or by any third parties or Affiliated Providers on behalf of Provider), other than Cross License Improvements, and all Intellectual Property therein will be owned by such Customer Party. All such Improvements will be deemed included in the definition of “Customer Solutions” and subject to the work made for hire and assignment provisions of Section 17.2(a).
Sample 1
License to Provider. (i) As of the first Tower Commencement Date, Idearc hereby grants to Provider a non-exclusive, non-transferable, royalty-free license during the Term (and thereafter to the extent necessary to provide any Termination Assistance Services), to Use that portion of the Idearc Materials associated with the provision of Services under the Agreement (the “Idearc Licensed Materials”) for the sole purpose of providing the Services to Idearc and members of the Idearc Group. Such grant shall be limited to the rights, if any, of Idearc in such Idearc Materials. (ii) Provider shall not Use Idearc Licensed Materials for any purpose other than that stated in subparagraph (i) above, and shall not sublicense any rights with respect to Idearc Licensed Materials except with the written consent of Idearc. Provider shall not (A) use any Idearc Licensed Materials for the benefit of any Entity or individual other than Idearc or members of the Idearc Group, (B) separate or uncouple any portions of the Idearc Licensed Materials, in whole or in part, from any other portions thereof, or (C) reverse assemble, reverse engineer, translate, disassemble, decompile or otherwise attempt to create or discover any source code, underlying algorithms, ideas, file formats or programming interfaces of the Idearc Licensed Materials by any means. (iii) Idearc Licensed Materials will be made available to Provider in such form and on such media as exists on the Effective Date or as is later obtained by Idearc, together with available documentation and any other related materials. Provider shall cease all Use of, and as elected by Idearc, return or destroy all copies of Idearc Licensed Materials, together with available documentation and any other related materials, upon expiration or termination of the Agreement. If requested by Idearc, Provider shall certify in writing to Idearc as to the fact of such cessation, return and/or destruction. (iv) THE IDEARC LICENSED MATERIALS ARE PROVIDED BY IDEARC TO PROVIDER ON AN AS-IS, WHERE-IS BASIS, WITH NO WARRANTIES WHATSOEVER. IDEARC EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO SUCH IDEARC LICENSED MATERIALS, OR THEIR CONDITION OR SUITABILITY FOR USE BY PROVIDER, INCLUDING ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING DISCLAIMER SHALL NOT BE CONSTRUED TO LIMIT THE RELIEF OR OTHERWISE THE INTENT OF SECTION 4.9 OR 5.7(d).
Sample 1
License to Provider. T-Mobile grants Provider a limited, non-exclusive and non-transferable, worldwide, fully paid-up, royalty-free license during the Term to use T-Mobile Intellectual Property (including, as between the Parties hereto, the Licensed Software), solely for the purposes of and to the limited extent necessary to perform Provider’s obligations under this Agreement. Provider shall have no right to sublicense its rights hereunder, subject to the limited exception that Provider may sublicense its rights under this paragraph to a T-Mobile approved subcontractor to the limited extent necessary for such subcontractor to perform or provide those aspects of the Services that are assigned to such subcontractor hereunder and further provided that such subcontractor agrees to be bound by all of the terms and provisions of this Agreement including, without limitation, this Section 10 (Ownership; Intellectual Property Rights), Section 11 (Confidentiality) and Section 12 (Personal Information). Any licenses granted to Provider or any subcontractor under this Section 10.4 (License to Provider) shall terminate upon the earlier of (a) the conclusion of the Term; and (b) in the case of subcontractors, the conclusion of the performance of the applicable Services by such subcontractors. Furthermore, Provider agrees to comply with any additional obligations or restrictions imposed by T-Mobile’s licensors on the use of the Licensed Software, as communicated by T-Mobile to Provider from time-to-time.
Sample 1
License to Provider. Client hereby grants to Provider, a non-exclusive license to use any of Client’s information to the extent reasonably necessary to perform Provider’s obligations under this Agreement. Provider will retain all ownership in and to any of the Intellectual Property (as defined herein) associated with any materials or information provided by Provider in connection with the COR for Kindergarten Software and web site.
Sample 1

Related to License to Provider

  • Agreement to Provide Services Xxxxxxx Sachs hereby engages the Contract Underwriter, and the Contract Underwriter hereby agrees, to provide the following Services: (a) establish and maintain (or assist the Company in establishing and maintaining) relationships with owners of Contracts who are its customers or customers of other broker-dealers with whom it has entered into agreements to sell the Contracts (“Selling Dealers”); (b) provide Contract owners with “personal services” (within the meaning of NASD Conduct Rule 2830(b)(9)); (c) assist in the preparation of advertisements and other sales literature for the Contracts that describes or discusses the Funds; (d) provide sales compensation to representatives of the Contract Underwriter; (e) pay money to Selling Dealers for any of the foregoing purposes; and (f) perform any additional services primarily intended to result in the distribution of the Contracts and the sale of the Service Shares to the Company.

  • License to Customer Vendor grants to Customer, a perpetual, irrevocable, royalty free license, solely for the Customer’s internal business purposes, to use, copy, modify, display, perform (by any means), transmit and prepare derivative works of any Vendor IP embodied in or delivered to Customer in conjunction with the Work Product. The foregoing license includes the right to sublicense third parties, solely for the purpose of engaging such third parties to assist or carryout Customer’s internal business use of the Work Product. Except for the preceding license, all rights in Vendor IP remain in Vendor.

  • Duty to Provide Secure Data The Contractor will maintain the security of State of Florida data including, but not limited to, a secure area around any displayed visible data. The Contractor will also comply with all HIPAA requirements and any other state and federal rules and regulations regarding security of information.

  • Third Party Contractors Tenant shall obtain and deliver to Landlord, Third Party Contractor’s certificates of insurance and applicable endorsements at least seven (7) business days prior to the commencement of work in or about the Premises by any vendor or any other third-party contractor (collectively, a “Third Party Contractor”). All such insurance shall (a) name Landlord as an additional insured under such party’s liability policies as required by Section 10.3.1 above and this Section 10.6, (b) provide a waiver of subrogation in favor of Landlord under such Third Party Contractor’s commercial general liability insurance, (c) be primary and any insurance carried by Landlord shall be excess and non-contributing, and (d) comply with Landlord’s minimum insurance requirements.

  • Failure to Provide Insurance Lessee acknowledges that any failure on its part to obtain or maintain the insurance required herein will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, for any month or portion thereof that Lessee does not maintain the required insurance and/or does not provide Lessor with the required binders or certificates evidencing the existence of the required insurance, the Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater. The parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to maintain the required insurance. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to maintain such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its obligation to maintain the insurance specified in this Lease.

  • Subcontractor Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Servicer or a Subservicer.

  • Vendor’s Subcontractors TIPS recognizes that many vendors operate in the open market through the use of subcontractors. For that reason, TIPS permits Vendor to utilize subcontractors as authorized and permitted by the TIPS Member Customer. However, all purchase documents must include: (1) Vendor’s Name, as known to TIPS, and; (2) Vendor’s TIPS Contract Name and Number under which it is making the TIPS Sale. Vendor must report the sale pursuant to the terms herein and Vendor agrees that it is legally responsible for all reporting and fee payment as described herein for TIPS Sales even when subcontractors are utilized. The TIPS Administration Fee is assessed on the amount paid by the TIPS Member to Vendor. The Parties intend that Vendor shall be responsible and for actions of subcontractors during a TIPS Sale. Vendor agrees that it is voluntarily authorizing subcontractors and in doing so, Xxxxxx agrees that it is doing so at its own risk and agrees to protect, indemnify, and hold TIPS harmless in accordance with Sections 14-17 above related to subcontractor TIPS Sales made pursuant to this Agreement or purporting to be made pursuant to this Agreement that may be asserted against Vendor whether rightfully brought or otherwise. The Parties further agree that it is no defense to Vendor’s breach of this Agreement that a subcontractor caused Vendor of breach this Agreement.

  • Agreement to Provide Information Intermediary agrees to provide the Fund, upon written request, the taxpayer identification number (“TIN”), the Individual Taxpayer Identification Number (“ITIN”), or other government-issued identifier (“GII”), if known, of any or all Shareholder(s) of the account and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or account (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through each account maintained by the Intermediary during the period covered by the request.

  • THIRD-PARTY CONTENT, SERVICES AND WEBSITES 10.1 The Services may enable You to link to, transfer Your Content or Third Party Content to, or otherwise access, third parties’ websites, platforms, content, products, services, and information (“Third Party Services”). Oracle does not control and is not responsible for Third Party Services. You are solely responsible for complying with the terms of access and use of Third Party Services, and if Oracle accesses or uses any Third Party Services on Your behalf to facilitate performance of the Services, You are solely responsible for ensuring that such access and use, including through passwords, credentials or tokens issued or otherwise made available to You, is authorized by the terms of access and use for such services. If You transfer or cause the transfer of Your Content or Third Party Content from the Services to a Third Party Service or other location, that transfer constitutes a distribution by You and not by Oracle. 10.2 Any Third Party Content we make accessible is provided on an “as-is” and “as available” basis without any warranty of any kind. You acknowledge and agree that we are not responsible for, and have no obligation to control, monitor, or correct, Third Party Content. We disclaim all liabilities arising from or related to Third Party Content. 10.3 You acknowledge that: (i) the nature, type, quality and availability of Third Party Content may change at any time during the Services Period, and (ii) features of the Services that interoperate with Third Party Services such as Facebook™, YouTube™ and Twitter™, etc., depend on the continuing availability of such third parties’ respective application programming interfaces (APIs). We may need to update, change or modify the Services under this Agreement as a result of a change in, or unavailability of, such Third Party Content, Third Party Services or APIs. If any third party ceases to make its Third Party Content or APIs available on reasonable terms for the Services, as determined by us in our sole discretion, we may cease providing access to the affected Third Party Content or Third Party Services without any liability to You. Any changes to Third Party Content, Third Party Services or APIs, including their unavailability, during the Services Period does not affect Your obligations under this Agreement or the applicable order, and You will not be entitled to any refund, credit or other compensation due to any such changes.

  • Subcontractors The Contractor will not subcontract any work under the Contract without prior written consent of the Department. The Contractor is fully responsible for satisfactory completion of all its subcontracted work. The Department supports diversity in its procurements and contracts, and requests that the Contractor offer subcontracting opportunities to certified woman-, veteran-, and minority-owned small businesses. The Contractor may contact the OSD at xxxxxxx@xxx.xxxxxxxxx.xxx for information on certified small business enterprises available for subcontracting opportunities.

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