Common use of License Clause in Contracts

License. a) Subject to the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 16 contracts

Samples: Electronic Products License Agreement, Electronic Products License Agreement, Electronic Products License Agreement

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License. aA. EBSCO hereby grants to the Licensee a nontransferable and non-exclusive right to use the databases made available by EBSCO (the "Databases") Subject according to the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) conditions of this Agreement. You represent The Databases made available to Authorized User are the subject of copyright protection, and warrant the original copyright owner (EBSCO or its licensors) retains the ownership of the Database(s) and all portions thereof. EBSCO does not transfer any ownership, and the Licensee and Sites may not reproduce, distribute, display, modify, transfer or transmit, in any form, or by any means, any Database or any portion thereof without the prior written consent of EBSCO, except as specifically authorized in this Agreement. B. The Licensee is authorized to ProQuest provide on-site access through the Sites to the Databases to any Authorized User. The Licensee and Sites are authorized to provide remote access to the Databases only to their patrons as long as security procedures are undertaken that you will prevent remote access by institutions, employees at non-subscribing institutions or individuals, that are not parties to this Agreement who are not expressly and specifically granted access by EBSCO. Remote access to the Databases is permitted to patrons of subscribing institutions accessing from remote locations for personal, non-commercial use. However, remote access to the Databases from non-subscribing institutions is not allowed if the purpose of the use is for commercial gain through cost reduction or avoidance for a non-subscribing institution. Remote access for personal use from these institutions is permissible. C. Licensee and Authorized Users agree to abide by the Copyright Act of 1976 as well as any contractual restrictions, copyright restrictions, or other restrictions provided by publishers and specified in the Databases. Pursuant to these terms and conditions, the Licensee and Authorized Users may download or print limited copies of citations, abstracts, full text or portions thereof provided the information is used solely for personal, non-commercial use. Licensee and Authorized Users may not publish the information. Licensee and Authorized Users shall not use the Products Database as a component of or the basis of any other publication prepared for sale and will neither duplicate nor alter the Databases or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to content therein in any manner nor use same for sale or distribution. Licensee and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You Authorized Users may create printouts of materials retrieved through the Products Databases via on-line printing, off-line printing, facsimile, facsimile or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products Databases in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products Databases is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your the use of the materials under the doctrines doctrine of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors . Publishers may have impose their own conditions of use applicable solely only to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content content. The Licensee shall take all reasonable precautions to limit the usage of the Databases(s) to those specifically authorized by this Agreement. D. Authorized Sites may be added or deleted from this Agreement as mutually agreed upon by EBSCO and Licensee E. Licensee agrees to comply with the Copyright Act of 1976, as provided by the Berne Convention for Protection of Literary and Artistic Works, and agrees to indemnify EBSCO against any actions by Licensee that are not consistent with the Copyright Act of 1976 or the Berne Convention. F. The computer software utilized via EBSCO's service(s) is protected by copyright law and international treaties. Unauthorized reproduction or distribution of this software, or any portion of it, is not allowed. User shall not materially alter your use reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Productssoftware, or create derivative works from the software. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 8 contracts

Samples: Publishing License Agreement, License Agreement, Publishing License Agreement

License. aThe software and services and documentation, (including any product packaging) Subject (the “Documentation”), that accompanies this License Agreement (collectively the “Software and Services”) is the property of Symantec or its licensors, and is protected by copyright law. Although Symantec or its licensors continues to own the terms Software and Services, after Your acceptance of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license License Agreement You will have certain rights to have access to and use the on-lineSoftware and Services on a computer, FTP electronic feed virtual environment, mobile or CDROM products provided mobile computing device (a “Device”) for as long as Symantec maintains and makes the Software and Services available to You. All rights not expressly granted to You are retained by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and Symantec and/or its licensors. This License is granted Agreement governs any releases, revisions, or enhancements to you at your principal location for the type(s) Software and Services, that Symantec may furnish to You. Your rights and obligations under this License Agreement with respect to the use of access (whether remote or on-site only), the Software and Services shall be as follows. You may: A. use one copy of the Software and Services on a single Device. If a greater number of simultaneous users copies and/or number of Devices is specified within the Documentation or the applicable transaction documentation from the authorized distributor or reseller from which You obtained the Software and Services, You may use the Software and Services in accordance with such specifications; B. make one copy of the Software for back-up or archival purposes, or copy the Software onto the hard disk of Your Device and retain the original for back-up or archival purposes; C. use the Software and Services on a network, provided that You have a licensed copy of the Software and Services for each Device that can access the Software and Services over that network; D. permanently transfer all of Your rights in the Software and Services granted under this License Agreement to another person or entity, provided that You retain no copies of the Software and Services and the network configuration specified on transferee agrees to all the Fee Scheduleterms of this License Agreement. For the avoidance of doubt, if the Software and Services being transferred is part of a multiple product offering You must transfer all Your rights to all product offerings included in such Software and Services. Partial transfer of Your rights under this License Agreement shall not be permitted and any such attempts shall be void and null. For example, if the Documentation or the applicable transaction documentation from the authorized distributor or reseller grants You the right to use multiple copies of the Software and Services, only a transfer of all the rights to use all such copies of the Software and Services would be valid; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.and b) You will E. use the Products solely for your own personal or internal useSoftware and Services in accordance with any additional permitted uses which may be set forth below. You will not publishmay not, broadcast nor may You permit any other person to: A. sublicense, rent or sell lease any materials retrieved through portion of the Products Software and Services; B. reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software and Services or create derivative works from the Software and Services; C. provide, offer or make available the Software and Services as part of a facility management, timesharing, service provider or service bureau arrangement; or D. use the materials Software and Services in any manner that will infringe the copyright is not permitted pursuant to this License Agreement. The Software and Services may include third party features and functionalities or other proprietary right of ProQuest may access content on a third party website. Such features, functionalities or its licensors. You content may not use the Products be subject to execute denial such third party terms of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensorsprivacy policies. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 6 contracts

Samples: License Agreement, License Agreement, License Agreement

License. 2.1. Except as expressly provided in this Agreement, no license under any patents, copyrights, trademarks, trade secrets or any other Intellectual Property Rights, express or implied, are granted by GMV to You. 2.2. Subject to (i) the terms and conditions contained herein, including (ii) all terms and conditions of all relevant export license documentation, as applicable, (iii) your continuous compliance with this Agreement, and (iv) payment in full of the Price, GMV grants You, during the Term of this Agreement, a limited, non-exclusive, non-transferable, limited license to use the Software solely for the Licensee Purposes at the Designated Site(s) for the Designated Satellite(s); subject to the following limitations: a) The Software licensed hereunder is protected and covered by applicable Spanish, United States and international copyright and/or patent laws and international treaty provisions. Unauthorized copying, reprinting, transcribing, or reproducing of the Software in part or in whole is expressly forbidden without the written consent of GMV. Subject to these restrictions, You shall have the right to make the Designated Number of Copies of the Software for the Licensee Purposes. b) You shall not sell, sublicense, rent, lease, assign, electronically distribute, or timeshare the Software, or market the Software by interactive cable or remote processing services or otherwise use, reproduce or distribute the Software other than as expressly authorized in this Agreement. c) You shall not transfer the Software from the Designated Sites without the prior written consent of GMV. Such consent shall not be withheld unreasonably, assuming that a reasonable compensation is agreed upon. d) You shall use the Software only for the Designated Satellites. You may not use the Software for additional satellites without the prior written consent of GMV. Such consent shall not be withheld unreasonably, assuming that a reasonable compensation is agreed upon. e) You shall not de-compile, disassemble or attempt to disassemble (i.e. reverse engineer) or otherwise design-around the Object Code or in any other manner attempt to uncover the Source Code for the Software. f) You shall not make or allow to be made any Modifications of the Software whenever making such Modifications would create a new work in which the copyright and other Intellectual Property Rights are not either (i) owned exclusively by GMV, (ii) automatically assigned to GMV under the terms of this Agreement, ProQuest Information or (iii) as set forth below: All copyrights and Learning Company ("ProQuest") other Intellectual Property Rights in and to all Modifications to the Software made by anyone other than GMV are hereby grants you a non-exclusive, non-transferable license assigned and conveyed to have access to and use GMV as of the on-line, FTP electronic feed date of their creation in whole or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedulepart. bg) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of export the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelySoftware. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 5 contracts

Samples: Binary Code License Agreement, Binary Code License Agreement, Binary Code License Agreement

License. Subject to the terms and conditions of this Agreement, MLS hereby grants a License (the “License”) to the Consultant and the Participant to receive electronically from MLS, the MLS Content for use solely and exclusively in connection with the display of MLS Content as specified on Exhibit A. Except as expressly set forth in this Agreement, Participant and Consultant shall not, and shall not facilitate, cause, or allow anyone else to, do any of the following: (a) Subject use, display, access, distribute, transfer, alter, or modify the MLS Content, or otherwise create any derivative works of the MLS Content, (b) download, distribute, export, deliver, or transmit any of the MLS Content, including to any computer or other electronic device, except as permitted under this Agreement, or (c) sell, grant access to, or sublicense the MLS Content, or any portion of the MLS Content, to any third party. Participant and Consultant agree to take all reasonable steps necessary to protect the MLS Content from unauthorized access, distribution, copying or use. Consultant agrees that MLS Content may not be reused in any manner for the purpose of providing services to any other Participant not party to this Agreement. Consultant further expressly agrees that the MLS Content shall be displayed and used ONLY on the website which is fully and completely owned and solely controlled by Participant. In consideration for the License granted under this Agreement, the Participant agrees to pay to MLS the license fees and other fees described on Exhibit B to this Agreement (the “Fees”) and the Participant and Consultant , jointly and severally, agree to pay all damages involved, of any sort, kind or nature for any breach of this agreement and for such liquidated damages as herein specified in this agreement . Participant and Consultant shall be responsible for their own expenses and costs under this Agreement, and MLS shall have no obligation to reimburse any expenses or costs incurred in the exercise of rights or the performance or other duties under this Agreement. THE LICENSE GRANTED UNDER THIS AGREEMENT, INCLUDING ACCESS AND DISPLAY OF THE MLS CONTENT, IS PROVIDED “AS IS,” AND, EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT, MLS DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Participant and Consultant confirm that they have received and understand the Rules and agree to be bound by them. The Rules may include terms and limitations in addition to those set forth in this Agreement. MLS may modify the Rules at any time, in its sole discretion. Participant and Consultant shall comply with such modification(s) not later than the specified effective date or ten (10) business days after receipt, whichever is later. Access to the MLS Content shall be exclusively by the means, including the format and method of delivery designated by MLS. MLS may, in its sole discretion and upon thirty (30) days prior written notice, change the means and nature of accessing the MLS Content. Consultant hereby acknowledges and agrees that (a) Consultant has no independent participation rights in the MLS by virtue of this license; (b) Consultant shall not use MLS Content except in connection with providing Participant with the services defined in this agreement and in Exhibit A to this Agreement; and (c) Consultant’s access to MLS Content is derivative of the rights of Participant. MLS shall not be obligated to make any changes to the MLS Server, including any software running on the MLS Server, the configuration, applicable protocols, or any other aspect of the MLS Server for any reason. Participant and Consultant acknowledge that the MLS Server, together with access to the MLS Content, may from time-to-time be unavailable, whether because of technical failures or interruptions, intentional downtime for service or changes to the MLS Server, or otherwise. Participant and Consultant agree that any modification of the MLS Server, any interruption or unavailability of access to the MLS Server, or access to or use of the MLS Content shall not constitute a default under this Agreement. MLS shall have no liability of any nature to Participant or Consultant for, and Participant and Consultant waive all claims arising out of, any such modifications, interruptions, unavailability, or failure of access. Participant and Consultant acknowledge and agree that the MLS Content is proprietary; are original works of authorship of MLS; consists of information for which MLS has sufficient rights to grant this License; and is protected under United States copyright law. Consultant further acknowledges and agrees that all right, title, and interest in and to the MLS Content and any modifications, enhancements, or derivative works of the MLS Content, are and shall remain with MLS. This Agreement does not convey or grant any interest in or to the MLS Content, but only a limited right to access and display the MLS Content, revocable in accordance with the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed . Consultant agrees that it will not challenge or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire take any action inconsistent with MLS’s ownership interest of or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (includingMLS Content as described herein. Consultant agrees that it will include and not alter or remove any trademark, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products copyright, other notices, or any material retrieved from the Products to create products disclaimers located or perform services which compete used on or interfere in connection with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access MLS Content. Consultant agrees to data and information, then, subject provide notice to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide person with access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts display of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part MLS Content that the source of the Products MLS Content is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelyMLS. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 5 contracts

Samples: Data Access and Use License, Data Access and Use License, Data Access and Use License

License. a4.1 BOARD hereby grants to LICENSEE: (i) Subject a worldwide, royalty-bearing, exclusive license under PATENT RIGHTS to discover, research, develop, make, have made, use, offer for SALE, SELL and/or import LICENSED PRODUCTS; and (ii) a worldwide, non-exclusive license under TECHNOLOGY RIGHTS to discover, research, develop, make, have made, use, offer for SALE, SELL and/or import LICENSED PRODUCTS. The licenses granted under this Section 4.1 are subject to the payment by LICENSEE to BOARD of all consideration as provided herein, and are further subject to the rights retained by BOARD to: a. publish the general scientific findings from research related to LICENSED SUBJECT MATTER subject to the terms of Article 12, Confidential Information of this AgreementAGREEMENT and Article 7 of the SRA; b. use LICENSED SUBJECT MATTER for SYSTEM research, ProQuest Information teaching and Learning Company ("ProQuest") hereby grants you a nonother educationally-exclusiverelated, non-transferable license commercial purposes; and c. transfer LICENSED SUBJECT MATTER to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access academic or research institutions for non-commercial research use only, which research use shall exclude research for which a commercial entity receives a license or an option to data and informationresulting intellectual property. 4.2 Except for the rights retained by BOARD as set forth in Section 4.1, then, subject BOARD hereby agrees that it shall not grant to any special restrictions of THIRD PARTY any license under the copyright ownerTECHNOLOGY RIGHTS to discover, you research, develop, make, have made, use, offer for SALE, SELL and/or import LICENSED PRODUCTS. 4.3 LICENSEE may provide public access extend the license granted herein to and retrieval of data and information through any AFFILIATE if the Products AFFILIATE consents in writing to be bound by or for walk-in public users while on-site. You will limit such use this AGREEMENT to the customary services same extent as LICENSEE. LICENSEE must deliver to BOARD a true and accurate copy of such written agreement, and any modification or termination thereof, within 30 days after execution, modification or termination; provided however that such copy may be redacted to patrons and you will delete information that is not re-distribute the materials retrieved from the Products or provide access relevant to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuestdetermining LICENSEE’S compliance with its obligations under this AGREEMENT. d) You 4.4 LICENSEE may create printouts grant sublicenses consistent with this AGREEMENT to THIRD PARTIES if LICENSEE is responsible to BOARD for the activities of materials retrieved through its sublicensees relevant to this AGREEMENT as if the Products via on-line printingactivities were carried out by LICENSEE, off-line printing, facsimile, or electronic mail. All reproduction and distribution including the payment of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as royalties owed to create a collection of materials comprising all or part of the Products is strictly prohibited BOARD whether or not such collection royalties are paid to LICENSEE by a sublicensee. LICENSEE must furnish to BOARD a true and correct copy of each sublicense granted by LICENSEE, and any modification or termination thereof, within 30 days after execution, modification, or termination; provided however that such copy may be redacted to delete information that not relevant to determining LICENSEE’S compliance with its obligations under this AGREEMENT. When this AGREEMENT is terminated, BOARD and UT SOUTHWESTERN agree to accept as successors to LICENSEE existing sublicensees in electronic or print form. Notwithstanding good standing at the above restrictionsdate of termination, provided that the sublicensees consent in writing to be bound by all applicable terms and conditions of this paragraph AGREEMENT. 4.5 BOARD shall not restrict your use its best efforts to disclose to LICENSEE (a) all TECHNOLOGY RIGHTS that are in existence as of the materials under EFFECTIVE DATE within thirty (30) days after the doctrines of "fair use" EFFECTIVE DATE and (b) all other TECHNOLOGY RIGHTS within a reasonable time after their creation or "fair dealing" as defined under development. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the laws Securities and Exchange Commission pursuant to Rule 406 of the United StatesSecurities Act of 1933, Englandas amended. 4.6 In the event that either party identifies other patents and/or patent applications that such party reasonably believes are necessary to practice the inventions licensed under this AGREEMENT and such patents and/or patent applications (a) disclose or claim inventions that were developed at UT SOUTHWESTERN prior to the EFFECTIVE DATE, (b) were assigned, or German Copyright Law respectively. eshould have been assigned, to BOARD, and (c) Individual content providers or licensors may have conditions of use applicable solely are not (i) exclusively licensed to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. fa THIRD PARTY, (ii) If your subscription allows you co-exclusively licensed to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more THIRD PARTIES with no additional co-exclusive licenses available, (iii) the subject of your secure access method(san option for a THIRD PARTY to obtain an exclusive license, or (iv) is being misused. If you authorize feethe subject of an option for one or more THIRD PARTIES to obtain a co-perexclusive license with no additional options for co-article access exclusive licenses available, then the party making such identification shall promptly notify the other party and upon LICENSEE’S request, BOARD shall negotiate in good faith with LICENSEE to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:grant a license to LICENSEE under such patents and/or patent applications on commercially reasonable terms.

Appears in 4 contracts

Samples: Exclusive Patent License Agreement (Signal Genetics, Inc.), Exclusive Patent License Agreement (Signal Genetics, Inc.), Exclusive Patent License Agreement (Signal Genetics, Inc.)

License. (a) Subject The Manager hereby grants the Company, subject to the terms and conditions of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, nonroyalty-transferable license free right to have access to and use the onfollowing trademarked names (“Manager Marks”) in connection with its business and operations or as may be required to comply with applicable law: (i) Compass Diversified Trust (ii) Compass Group Diversified Holdings (iii) wxx.xxxxxxxxxxxxxxxxxxxxxxx.xxx (iv) wxx.xxxxxxxxxxxx.xxx Notwithstanding the foregoing, the Company shall be permitted to (i) sublicense the use, on any terms and conditions consistent and coextensive with this Section 3.7, of any of the Manager Marks to the Trust to use in connection with its business and operations or as may be required to comply with applicable law and (ii) sublicense the use, on any terms and conditions consistent and co-lineextensive with this Section 3.7, FTP electronic feed of any of the Manager Marks to any of the Company’s Subsidiaries to use in connection with its business and operations or CDROM products provided by ProQuest as may be required to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedulecomply with applicable law. (b) You will use The Company agrees to notify the Products solely for your own personal or internal use. You will not publishManager promptly upon notice of (a) any conflicting uses of, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products applications of or perform services which compete registrations for, a trademark, service mxxx or interfere logo that may conflict with the publications and services Manager Marks, (b) any acts of ProQuest infringement or its licensors. unfair competition involving the Manager Marks or (c) Notwithstanding any allegations that the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under Manager Marks by the doctrines Company or any of "fair use" its Affiliates infringe upon the trademark or "fair dealing" service mxxx or other rights, including without limitation, rights relating to unfair competition of any other Person. (c) The Manager shall have the sole right to initiate any opposition, cancellation or infringement proceedings necessary to enforce the Manager Marks. The Manager shall have the right to include the Company or its Affiliates as defined under a party in any such enforcement proceedings where necessary, and the laws Company agrees to join in such proceedings, at the Manager’s sole cost and expense as a voluntary plaintiff or claimant upon request of the United StatesManager, Englandand the Company shall cooperate with the Manager in such proceedings, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on at the computer screen displays associated with such content Manager’s sole cost and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s)expense. The term "Authorized User" means:Manager shall have the sole right to control and settle any such proceedings.

Appears in 3 contracts

Samples: Management Services Agreement (Compass Group Diversified Holdings LLC), Management Services Agreement (Compass Diversified Trust), Management Services Agreement (Compass Diversified Trust)

License. a) Subject Unless otherwise specified, I agree that DOGPOUND FITNESS will have the irrevocable right to the terms use my name, biographical information, voice, photograph, likeness, performance, and any interviews and recordings of this Agreement, ProQuest Information me for marketing purposes in any and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed all media now known or CDROM products provided by ProQuest to you as listed developed in the attached Fee Schedule future, attached invoice throughout the world without time restrictions to promote DOGPOUND FITNESS without compensation or accepted purchase order obligation to me. I acknowledge and agree that my performance, activities, participation and any interviews that I give may be recorded and such recordings may be used pursuant to this agreement. I agree that any filmed, videotaped or recorded performances, interviews, press kits, b-roll footage, video news releases and any other materials of me captured or created by DOGPOUND FITNESS (collectively, “Materials”) shall be owned solely by DOGPOUND FITNESS. DOGPOUND FITNESS shall be the "Products"). You do not acquire any ownership interest or exclusive owner of all copyrights and other rights in and to such Materials, which shall be deemed a work- made-for-hire specifically ordered and/or commissioned by DOGPOUND FITNESS. I hereby waive any “moral rights” I may have in the Products and associated materials and all such rights and interests remain in ProQuest and its licensorsMaterials. This License is granted Without waiving the generality of the foregoing, DOGPOUND FITNESS shall have the right to you at your principal location for the type(s) of access (whether remote or on-site only)use, number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through copyright, edit, adapt and/or modify the Products or use the materials Materials in any manner way. I agree that DOGPOUND FITNESS will infringe have the copyright right to attribute statements to me, which are expressions of my personal experience and belief, which are contained in the Materials. I agree that no Materials containing my name, biographical information, quotes, photographs, or other proprietary right recorded interviews need to be submitted to me for any approval and DOGPOUND FITNESS shall be without liability to me for any distortion or illusionary effect resulting from the publication of ProQuest my photograph or its licensorsrecorded interview. You may not use I further agree that DOGPOUND FITNESS shall have the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (includingright, but not limited the obligation, to automated "bots" or link checkers). You may print and make copies any use of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-rights granted in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuestthis agreement. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 3 contracts

Samples: Customer Liability Waiver, Release, and Indemnity Agreement, Customer Liability Waiver, Release, and Indemnity Agreement, Customer Liability Waiver, Release, and Indemnity Agreement

License. a) Subject to the terms and conditions of this Agreement, ProQuest Information and Learning Company ("ProQuest") DWA LLC hereby grants you to Company, under all Intellectual Property Rights in or to the DWA Technology that DWA or any of its Affiliates owns or otherwise has the right to license, a royalty-free (except as may be set forth in an Additional License Addendum), nonexclusive, nontransferable (except as provided in Section 9.3) and non-exclusive, non-transferable sublicensable (except as set forth in Section 2.5) license during the License Term to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed DWA Technology for Company’s internal business operations in connection with operation of the attached Fee Schedule , attached invoice or accepted purchase order Core Business (the "Products"“Technology License”). You do The Technology License does not acquire any ownership interest include the right to use the DWA Technology to provide production services, development services, or rights in other services to third Persons but, for clarity, does include the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location right for the type(s) Company to use the DWA Technology in connection with its own work on co-productions with third Persons (to be clear, in any such co-production, the use of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations DWA Technology must be listed on by the Additional Sites/Member Libraries Schedule. b) You will use Company or a Subsidiary Sublicensee and not by the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkersapplicable third Party). You may print In addition, for clarification and make copies notwithstanding the generality of materials retrieved through the Products only as permitted in Section 1 (d) foregoing, with respect to any items of this Agreement. You represent and warrant to ProQuest DWA Technology that you will not use the Products DWA or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-Affiliates distributes as embedded components in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your its own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so Content as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your intended and normal use of such DWA Technology, the materials under Technology License includes the doctrines of "fair use" right to distribute such embedded components as embedded in the Content in connection with which such components are used, in each case to the same extent and in the same manner that DWA or "fair dealing" as defined under the laws such Affiliate distributes such embedded components in its own Content. The License Term of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed Technology License will commence on the computer screen displays associated with such content Effective Date and shall not materially alter your will continue thereafter for the Term, unless sooner terminated as set forth in Section 6. To be clear, and notwithstanding the restrictions set forth in Section 2.10(a) or anything else in this Agreement, intended or normal use of scripted or configured code within the Products. f) If your subscription allows you DWA Technology for its intended purpose that involves re-scripting or configuration will not be deemed to provide remote access be and will not be a violation of the restrictions on modification set forth in Section 2.10(a). Company understands and acknowledges that re-scripting or configuration other than as done by DWA or any of its Affiliates in its production environment or according to documentation provided by DWA or any of its Affiliates may cause the Productsapplicable DWA Technology or patches, you will limit access fixes, updates, upgrades, and new releases to the Products such DWA Technology not to Authorized Users (defined below) through the use of user identification numbers function properly and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) Company agrees that DWA is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are not responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:any such problems.

Appears in 3 contracts

Samples: License Agreement, License Agreement (DreamWorks Animation SKG, Inc.), Transaction and Contribution Agreement (DreamWorks Animation SKG, Inc.)

License. a) Subject Immunization Unit grants the Authorized User a limited, non-transferable, non-sub-licensable, non-exclusive, terminable license to access and use the Site, the Services, and the Software for the Authorized User's personal and non-commercial use. The license granted by this Section is subject to the terms of this Agreement, ProQuest Information WDH and Learning Company Immunization Unit policies, and the provisions of HIPAA, HITECH, and other applicable state and federal Intellectual Property and other substantive law. Authorized Users may not use, copy, translate, modify, deploy, disassemble, decompile, create, or attempt to create by reverse engineering or otherwise, the Software or Services, the tools or applications used to access the Site, Software, or Services, or use Intellectual Property to create a Larger Work or a derivative work of any kind or for any purpose. The term of this Agreement and the license granted to a particular Authorized User by this section runs from the date the Authorized User electronically accepts the terms and conditions of this Agreement and remains in effect until this Agreement is terminated by any of the following: ("ProQuest"a) hereby grants you a The Authorized User notifies the Immunization Unit of its intent to stop using the Site to access and use the Services; (b) The Authorized User notifies the Organization whose account the Authorized User is registered under of its intent to stop using the Site to access and use the Services; (c) The Organization whose account the Authorized User is registered under notifies the Immunization Unit of its intent to stop using the Site to access and use the Services; (d) The Organization whose account the Authorized User is registered under notifies the Immunization Unit to terminate the Authorized User’s access to the Site; or (e) The Immunization Unit suspends Authorized User accounts after thirty (30) consecutive days of non-exclusiveuse. If an Organization notifies the Immunization Unit of its intent to stop using the Site under subsection (c) of this section, non-transferable concurrently terminating its ISA with the WDH, the Agreement and the license to granted by this Section 3 will terminate for all Authorized Users registered under the organization's account. As specified in Section 20, certain provisions of this Agreement survive the term and termination of this Agreement, however, upon expiration of the term, the license granted by this Section 3 will terminate immediately and automatically and the Authorized Users will no longer have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved Services through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensorsSite. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 2 contracts

Samples: End User License Agreement (Eula), End User License Agreement (Eula)

License. a) Subject 2.01 DANTE hereby grants to OREXIGEN and OREXIGEN hereby accepts from DANTE, subject to the terms and conditions of this AgreementAGREEMENT, ProQuest Information the exclusive right and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable sublicenseable license to have access to and use for the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed FIELD OF USE in the attached Fee Schedule TERRITORY to practice under the PATENT RIGHTS to develop, attached invoice or accepted purchase order (make, have made, import, use, lease, offer for sale, sell, and distribute LICENSED PRODUCTS for the "Products"). You do not acquire any ownership interest or rights FIELD OF USE in the Products TERRITORY only, to develop, make, have made, import, use, lease, offer for sale, sell, and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location distribute LICENSED PROCESSES in/for the type(s) FIELD OF USE in the TERRITORY, and/or to develop, make, have made, perform, provide, import, use, lease, offer for sale, sell, and distribute LICENSED SERVICES in the FIELD OF USE in the TERRITORY only until the end of access (whether remote or on-site only), number of simultaneous users the term for which the PATENT RIGHTS are granted unless this AGREEMENT shall be sooner terminated according to the terms hereinafter provided. *** Certain information on this page has been omitted and filed separately with the network configuration specified on Commission. Confidential treatment has been requested with respect to the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Scheduleomitted portions. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems 2.02 All SUBLICENSES shall be subject to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print terms and make copies of materials retrieved through the Products only as permitted in Section 1 (d) conditions of this AgreementAGREEMENT, shall be no less favorable to or protective of DANTE than this AGREEMENT except as expressly stated in this AGREEMENT, and shall not be further sublicenseable without the express written approval of DANTE, such approval not to be unreasonably withheld. You represent and warrant All SUBLICENSES will be assigned to ProQuest that you will not use DANTE in the Products or any material retrieved from event the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, thenAGREEMENT is terminated, subject to any special restrictions DANTE’s approval, such approval not to be unreasonable withheld or delayed. OREXIGEN shall use commercially reasonable efforts to enforce the terms of the copyright owner, you may SUBLICENSE agreements. OREXIGEN further agrees to provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading DANTE with a copy of all or parts SUBLICENSES within thirty (30) days of the Products in a systematic or regular manner so as to create a collection execution of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelyeach subject SUBLICENSE. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 2 contracts

Samples: License Agreement (Orexigen Therapeutics, Inc.), License Agreement (Orexigen Therapeutics, Inc.)

License. a) Subject to the terms of this AgreementLicensee’s full and timely compliance with its obligations hereunder, ProQuest Information and Learning Company ("ProQuest") Licensor hereby grants you to Licensee, and Licensee hereby accepts, a limited non-exclusive, non-transferable transferable, non-sublicensable (except as set forth in Section 2.2 below) license to have access to exhibit on the terms and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed conditions set forth herein: (a) each VOD Included Program in its Authorized Version and in the attached Fee Licensed Language during its VOD License Period on a Video-On-Demand basis on the VOD Service delivered to a VOD Subscriber within the Territory by means of the VOD/SVOD Approved Delivery Means pursuant solely to a VOD Subscriber Transaction, for viewing within such Subscriber’s Private Residence or viewing as a Personal Use solely during the applicable VOD Viewing Period, in accordance with the VOD Usage Rules and subject at all times to the Content Protection Obligations and Requirements set forth in Schedule C, attached invoice or accepted purchase order and (the "Products"). You do not acquire any ownership interest or rights b) each SVOD Included Program in its Authorized Version and in the Products and associated materials and all such rights and interests remain in ProQuest and Licensed Language during its licensors. This SVOD License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified Period on a SVOD basis on the Fee Schedule; additional authorized sites SVOD Service delivered to an SVOD Subscriber within the Territory by means of the VOD/SVOD Approved Delivery Means, for viewing within such SVOD Subscriber’s Private Residence or locations must be listed on viewing as a Personal Use, in accordance with the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems SVOD Usage Rules and subject at all times to the extent such searches unduly burden ProQuest's systems (including, but Content Protection Obligations and Requirements set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality. Licensor shall not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, be subject to any special restrictions holdback at any time with respect to the exploitation of any Included Program in any version, language, territory or medium or by any transmission means, in any format to any device in any venue or in any territory; provided, however, that Licensor shall not make more than 33% of the copyright owner, you may provide public access to and retrieval of data and information through the Products by SVOD Included Programs available on a free or for walkadvertiser-in public users while supported video-on-site. You will limit demand basis in the Territory during the respective SVOD License Periods for such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print formSVOD Included Programs. Notwithstanding the above restrictionsforegoing, this paragraph the parties agree that the foregoing shall not restrict your use limit the terms of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:Section 2.3

Appears in 2 contracts

Samples: Vod & Svod License Agreement, Vod & Svod License Agreement

License. a(A) Subject to Customer’s compliance with the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") during the Term of the Agreement, VNDLY hereby grants you to Customer (and if applicable and specified under the terms of the applicable Statement of Work, Customer’s Clients) a non-exclusive, non-transferable exclusive right and license to use the Hosted SaaS Environment via remote access through the web and to use the Product (including the relevant documents), solely for Customer’s and its Affiliates own internal purpose in connection with Customer’s receipt and use of the Services, and not for distribution, transfer, sale or use for the benefit of any third party, except as otherwise expressly provided herein. If and to the extent specified on the applicable Statement of Work, Customer will have the right, in a MSP capacity, to make the Hosted SaaS Environment and the Product available for use by those Clients of Customer specified on the applicable Statement of Work. Customer agrees to guarantee the performance of this Agreement by its Affiliates, Users, Suppliers, and Clients. VNDLY also agrees that the scope of the foregoing right and license permits Customer’s Clients, Users, and Suppliers to access to and use the on-lineHosted SaaS Environment via remote access through the web and use the Product (including the relevant documents) in connection with their receipt and use of the Services; provided however, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and that Customer shall ensure that all such rights Clients, Users, and interests remain in ProQuest and its licensors. This License is granted Suppliers agree to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) abide by all applicable terms of this Agreement. You represent and warrant Customer will be responsible to ProQuest that you will not use the Products or VNDLY for any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under Product, the doctrines of "fair use" Hosted SaaS Environment, or "fair dealing" as defined under the laws Services by its Clients, Users, Affiliates, Suppliers, agents, representatives, or personnel in violation of the United States, England, terms or German Copyright Law respectivelyrestrictions set forth herein. e(B) Individual content providers or licensors may For each Product licensed hereunder, VNDLY shall provide to Customer copies of all Documentation, which is provided by VNDLY to any of its other similarly-situated customers for the Product. VNDLY shall provide, at no additional charge, all further updates of such Documentation. Customer shall have conditions of use applicable the right to reproduce all Documentation including all machine-readable Documentation for the Product, provided that such reproduction is made solely to their contentsupport Customer’s permitted use hereunder. Such conditions of use Any such reproductions shall be displayed include any copyright or similar proprietary notices contained on the computer screen displays associated with such content and shall not materially alter your use of the Productsitem being reproduced. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 2 contracts

Samples: Main Service Agreement, Master Service Agreement

License. aXXXX hereby grants to TMSI the right and license to use the service marks and trademarks described in EXHIBIT A ATTACHED HERETO, including all registrations therefor and designs and logos (collectively, the "SERVICE XXXX") Subject in connection with providing the Marketing Services under this Agreement, and TMSI shall have the right to use the word "XXXX" in its corporate name, all subject to the following conditions and limitations. Such license is non-exclusive as a general matter. The term of this license shall be coextensive with the term of this Agreement. The parties agree that nothing herein shall give to TMSI any right, title or interest in and to the Service Xxxx (except with respect to use in accordance with the terms of this Agreement), ProQuest Information that the Service Xxxx is the sole property of XXXX and Learning Company ("ProQuest") hereby grants you a non-exclusivethat any and all uses of the Service Xxxx by TMSI and the goodwill pertaining thereto shall inure to the sole benefit of XXXX. It is expressly agreed and understood that TMSI is not purchasing or acquiring any right, non-transferable license to have access to and use the on-line, FTP electronic feed title or CDROM products provided by ProQuest to you as listed interest in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products")Service Xxxx. You do not acquire TMSI agrees that if any ownership interest or rights in the Products and associated materials and all Service Xxxx accrue to TMSI by operation of law, this Agreement irrevocably assigns such rights to XXXX and interests remain grants to XXXX a power of attorney, coupled with an interest, to execute such instruments as may be necessary or advisable to confirm such assignment. TMSI agrees to cooperate with XXXX in ProQuest perfecting its right, title and its licensorsinterest in the Service Xxxx by providing written assignment of any rights therein which may have accrued to TMSI. This License is granted Except as expressly provided in this Agreement, and except as otherwise agreed to you at your principal location for the type(s) of access (whether remote or on-site only)in writing by XXXX, number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You TMSI will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products Service Xxxx for any purposes not related to execute denial of service attacks nor may you perform automated searches against ProQuest's systems this Agreement. TMSI will change its corporate name to delete the extent such searches unduly burden ProQuest's systems word "XXXX" within thirty (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d30) days after termination of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your Any use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use Service Xxxx by TMSI shall be displayed on the computer screen displays associated conducted in accordance with such content any applicable policies and procedures of XXXX which have been disclosed in writing to TMSI, and shall not materially alter your be presented in a professional manner, consistent with the image and use of the Products. f) If your subscription allows you to provide remote access to the ProductsService Xxxx by XXXX. In all events, you will limit access to the Products to Authorized Users (defined below) through the TMSI may make any use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred the Service Xxxx which has been expressly approved in writing by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:XXXX.

Appears in 2 contracts

Samples: Marketing Services Agreement (First Marblehead Corp), Marketing Services Agreement (First Marblehead Corp)

License. a) Subject to The Program may only be used on a single computer located within the terms of this Agreement, ProQuest Information European Union and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed only in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your connection with Your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensorsregular business activities. You may not use the Products to execute denial Program in a service bureau environment or for the benefit of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers)any third party. You may physically transfer the Program from one computer to another provided that the Program is used on only one computer at a time. In the event the Program contains a feature allowing the creation of screen templates, print and make copies of materials retrieved through the Products only as permitted in Section 1 templates and/or document turnaround maps, any templates and/or maps created by You (d"Your Templates") of this Agreement. You represent and warrant may be provided to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions other property licensed users of the copyright owner, you may provide public access to Program with which You transact business and retrieval of data and information through which are located in the Products by or for walk-in public users while on-siteEuropean Union. You Your Templates will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or deemed part of the Products Program and subject to the provisions of this agreement, except that no warranty of any kind is strictly prohibited whether made and no maintenance or not such collection is in electronic or print formsupport services will be provided for Your Templates. Notwithstanding the above restrictionsIn addition, this paragraph provision shall not restrict your use be construed as a grant of rights to disclose any screen templates, print templates and/or document turnaround maps provided by Sterling Commerce. You agree that when Your Templates are provided to any other property licensed user of the materials under Program with which You transact business, no charge will be made by You. YOU MAY NOT OTHERWISE USE, COPY, MODIFY, DISCLOSE OR TRANSFER THE PROGRAM OR DOCUMENTATION, IN WHOLE OR IN PART, EXCEPT THAT YOU MAY MAKE ONE BACKUP COPY OF THE PROGRAM. IF YOU DISCLOSE OR TRANSFER POSSESSION OF THE PROGRAM OR DOCUMENTATION TO ANOTHER PARTY, OR USE THE PROGRAM AS A SERVICE TO ANOTHER PARTY, THIS AGREEMENT IS AUTOMATICALLY TERMINATED. FEES The Initial Program license fee ("Initial License Fee") covering the doctrines license and maintenance services for the first year of this agreement has been paid by You or will be paid by You upon receipt of Sterling Commerce's invoice. Annual renewal Program license fees ("fair use" or Renewal License Fee"fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use thereafter shall be displayed due upon receipt of invoice based on the computer screen displays associated with such content and shall not materially alter your use of the ProductsSterling Commerce's then current license fee schedule. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 2 contracts

Samples: International Electronic Commerce Provider Agreement (Satyam Infoway LTD), International Electronic Commerce Provider Agreement (Satyam Infoway LTD)

License. a) Subject to 2.1 During the terms term of this Agreement, ProQuest Information Registry shall have the exclusive right to use, in accordance with the Assignment Guidelines and Learning Company ("ProQuest") hereby grants you a non-exclusiveonly for the pool of CSCs utilized through the CTIA, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "ProductsLicense") (i) the CSC Registry Rights, and (ii) a logo specified by CTIA to designate that Registry has been exclusively licensed by CTIA to serve as the registry for CSCs, together with (iii) the non-exclusive right to link to pages and documents within the CSCA Website and otherwise use the CSCA Website (collectively, the "Licensed Materials"). You do not acquire any ownership interest or rights , solely in connection with the provision of Registry Services in the Products United States and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems services directly related to the extent such searches unduly burden ProQuest's systems (includingprovision of Registry Services, but not limited to automated "bots" or link checkers). You may print and make copies provided that the use of materials retrieved through the Products only as permitted in Section 1 (d) of Licensed Materials is consistent with the licenses granted under this Agreement. You represent The Parties acknowledge that, through the exercise of the rights granted to it by the License, Registry shall be the exclusive registry of the pool of CSCs in the United States utilized through the CTIA during the Term of this Agreement and warrant shall have the right to ProQuest state that you will it has been so designated by CTIA. 2.2 Nothing in this Agreement shall be construed as granting to Registry a license to use any of CTIA's logos, trademarks, service marks, copyrighted materials or patents (collectively, CTIA's Intellectual Property), except as expressly set forth herein. Registry shall not modify or alter any of CTIA's Intellectual Property without the express written permission of CTIA. Any uses, modifications or alteration of CTIA's Intellectual Property shall be the sole property of CTIA and shall accrue to the benefit of CTIA exclusively. 2.3 Pursuant to the License, Registry shall have a nontransferable, nonexclusive, right to copy, distribute, publish and modify all of the CSC Data, and CSC Enhancements for the sole purpose of providing the Registry Services, and for the provision of other services directly related to the provision of Registry Services, provided that such use the Products or any material retrieved from the Products to create products or perform services which compete or interfere is consistent with the publications rights granted by the License and services of ProQuest or its licensorsthis Agreement. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 2 contracts

Samples: Common Short Code License Agreement (Neustar Inc), Common Short Code License Agreement (Neustar Inc)

License. aA. EBSCO hereby grants to the LICENSEE and SITES, a nontransferable and non- exclusive right to use the Database(s) Subject according to the terms and conditions set forth in this AGREEMENT. The ORIGINAL COPYRIGHT OWNER retains the ownership of this Agreement, ProQuest Information and Learning Company ("ProQuest"the Database(s) hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights portions thereof; EBSCO does NOT transfer any ownership, and interests remain the LICENSEE and SITES may not reproduce, transfer or transmit, in ProQuest any form , or by any means, the Database(s) or any portian thereofwithout the prior written consent of EBSCO, except as specifically authorized in this AGREEMENT. B. The LICENSEE and its licensors. This License is granted SITES are authorized to you at your principal location for the type(s) of access (whether remote or provide on-site only), number of simultaneous users access to the Database(s) to their walk-in patrons. The LICENSEE and SITES are authorized to provide remate access to the network configuration specified on the Fee Schedule; additional authorized sites Database(s) only to their patrons as long as security procedures are undertaken that will preven! remole access by institutions or locations must be listed on the Additional Sites/Member Libraries Scheduleindividuals that are not parties to this AGREEMENT who are not expressly and specifically granted access by EBSCO. b) You will use C. Through this AGREEMENT, the Products LICENSEE, SITES and/or the patrons of the LICENSEE and/or SI TES m ay download or print limited copies of citations, abstracts, full text or portions thereof provided the information is used solely for your own personal or internal personal, non- commercial use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you LICENSEE will not use the Products Database as a componen! of or the basis of any other publication prepared for sale and will neither duplicate nor alter the Database or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access content therein in any manner nor use same for sale or distribution. The LICENSEE and SITES shall take all reasonable precautions to and retrieval limit the usage of data and information through the Products by or for walk-in public users while on-site. You will limit such use Database(s) to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless !hose specifically authorized by ProQuestthis AGREEMENT. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, D. Authorized sites m ay be added or electronic mail. All reproduction deleted from this AGREEMENT as mutually agreed u pon by EBSCO and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelyLICENSEE. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 2 contracts

Samples: License Agreement, License Agreement

License. aSubject to the terms and conditions of this mAnalytics License Agreement, you are hereby granted a limited, personal, nonexclusive, non-sublicensable, nontransferable license to use the mAnalytics functionality (in machine readable object code form only) Subject in accordance with the terms of this mAnalytics License Agreement and for the sole purpose of enabling you to use the mAnalytics functionality as part of FIS’s mBanking Service. This is not a sale of the mAnalytics functionality. All rights not expressly granted to you by this mAnalytics License Agreement are hereby reserved by FIS and its licensors. Nothing in this license will entitle you to receive hard-copy documentation, technical support, telephone assistance, or updates to the mAnalytics functionality. Your use of the mAnalytics functionality is subject to the Agreement. In addition, in order to use the mAnalytics functionality, you must first agree to the terms of this mAnalytics License Agreement, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may mAnalytics functionality if you perform automated searches against ProQuest's systems to do not accept the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) terms of this mAnalytics License Agreement. FIS may update this mAnalytics License Agreement at any time by posting a new version of this mAnalytics License Agreement on the mAnalytics website or by otherwise providing you with an updated version. Your continued use of the mAnalytics functionality shall be deemed your acceptance of the terms of any update to this mAnalytics License Agreement. You represent and warrant agree to ProQuest that you will not use the Products or any material retrieved from the Products seek proper authorization within your company to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use agree to the customary services provided to patrons terms of this mAnalytics License Agreement and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed any updates on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more behalf of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s)company. The term "Authorized User" means:(“you”) shall be deemed to include the company or business which is employing your services.

Appears in 2 contracts

Samples: Information Technology Services Agreement, Information Technology Services Agreement (Bank of Marin Bancorp)

License. a) Subject A. EBSCO hereby grants to the Licensee a nontransferable and non-exclusive right to use the Databases and Services made available by EBSCO according to the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) conditions of this Agreement. You represent The Databases and warrant Services made available to ProQuest Authorized Users are the subject of copyright protection, and the original copyright owner (EBSCO or its licensors) retains the ownership of the Databases and Services and all portions thereof. EBSCO does not transfer any ownership, and the Licensee and Sites may not reproduce, distribute, display, modify, transfer or transmit, in any form, or by any means, any Database or Service or any portion thereof without the prior written consent of EBSCO, except as specifically authorized in this Agreement. B. The Licensee is authorized to provide on-site access through the Sites to the Databases and Services to any Authorized User. The Licensee may not post passwords to the Databases or Services on any publicly indexed websites. The Licensee and Sites are authorized to provide remote access to the Databases and Services only to their patrons as long as security procedures are undertaken that you will prevent remote access by institutions, employees at non-subscribing institutions or individuals, that are not parties to this Agreement who are not expressly and specifically granted access by EBSCO. For the avoidance of doubt, if Licensee provides remote access to individuals on a broader scale than was contemplated at the inception of this Agreement then EBSCO may hold the Licensee in breach and suspend access to the Database(s) or Services. Remote access to the Databases or Services is permitted to patrons of subscribing institutions accessing from remote locations for personal, non-commercial use. However, remote access to the Databases or Services from non-subscribing institutions is not allowed if the purpose of the use is for commercial gain through cost reduction or avoidance for a non-subscribing institution. C. Licensee and Authorized Users agree to abide by the Copyright Act of 1976 as well as by any contractual restrictions, copyright restrictions, or other restrictions provided by publishers and specified in the Databases or Services. Pursuant to these terms and conditions, the Licensee and Authorized Users may download or print limited copies of citations, abstracts, full text or portions thereof, provided the information is used solely in accordance with copyright law. Licensee and Authorized Users may not publish the information. Licensee and Authorized Users shall not use the Products Database or Services as a component of or the basis of any other publication prepared for sale and will neither duplicate nor alter the Databases or Services or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright ownercontent therein in any manner, you may provide public access to nor use same for sale or distribution. Licensee and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You Authorized Users may create printouts of materials retrieved through the Products via on-line Databases or Services online printing, off-line offline printing, facsimile, facsimile or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products Databases or Services shall be for your own internal or personal use. Downloading of all or parts of the Products Databases or Services in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products Databases or Services is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your the use of the materials under the doctrines doctrine of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors . Publishers may have impose their own conditions of use applicable solely only to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content content. The Licensee shall take all reasonable precautions to limit the usage of the Databases or Services to those specifically authorized by this Agreement. D. Authorized Sites may be added or deleted from this Agreement as mutually agreed upon by EBSCO and Licensee E. Licensee agrees to comply with the Copyright Act of 1976, and agrees to indemnify EBSCO against any actions by Licensee that are not consistent with the Copyright Act of 1976. F. The computer software utilized via EBSCO's Databases and Service(s) is protected by copyright law and international treaties. Unauthorized reproduction or distribution of this software, or any portion of it, is not allowed. User shall not materially alter your use reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Productssoftware, or create derivative works from the software. f) If your subscription allows you G. The Databases are not intended to provide remote access replace Licensee's existing subscriptions to content available in the Products, you will limit access Databases. H. Licensee agrees not to include any advertising in the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification Databases or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:Services.

Appears in 2 contracts

Samples: License Agreement, Ebsco License Agreement

License. a) Subject to the terms and conditions of this Agreement, ProQuest Information and Learning Company ("ProQuest") Seller hereby grants you to Buyer a non-exclusive, nonperpetual, irrevocable, sublicenseable, royalty-transferable free license under: (i) the Seller Owned Intellectual Property; (ii) Intellectual Property that is owned by any member of the Seller Group and is used in or arises out of the conduct of the Extra Territory Business; (iii) the Business Authorizations; (iv) the Product Registrations; and (v) the Excluded In-Bound Licenses (prior to have access the effective date of assignment of such Excluded In-Bound Licenses, if any, by Seller to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest Buyer pursuant to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site onlySection 6.10), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems necessary to make, have made, use, sell, offer to sell, and import and otherwise exploit those Products pursuant to the conduct of the Business (including, but not limited to automated "bots" or link checkersthe “Product License”). You may print and make copies of materials retrieved through Seller does not grant to Buyer any rights or licenses whether by implication, estoppel or otherwise, except to the Products only as permitted in Section 1 (d) of extent expressly provided for under this Agreement. You represent and warrant to ProQuest that you will not use The foregoing Product License shall survive the Products or transfer of any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright ownerIntellectual Property Rights, you may provide public access Business Authorizations and Product Registrations that are the subject thereof, and each transferee or successor-in-interest to and retrieval such Intellectual Property Rights, Business Authorizations or Product Registrations shall continue to be bound by the terms of data and information through the Products by or for walk-in public users while on-siteProduct License. You will limit such use With respect to the customary services provided In-Bound Licenses and In-Bound Extra Territory Licenses, Seller shall (i) fulfill all of its material obligations, including its payment obligations, under each such agreement, (ii) not terminate, waive, amend or take any action or omit to patrons take any action that could adversely affects, or would reasonably be expected to adversely affect, the license granted to Buyer under this Section 2.9, and you will not re-distribute (iii) shall promptly notify Buyer of any default under or termination of, any such agreement. Seller shall maintain the materials retrieved from Business Authorizations and Product Registrations that are necessary for Buyer to enjoy the benefits of the Product License in the conduct of the Business so long as Buyer continues to sell Products or provide access with respect to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuestProduct Registrations. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Alphatec Holdings, Inc.), Purchase and Sale Agreement (Globus Medical Inc)

License. a2.1 Except as otherwise provided in this Agreement, Licensor hereby grants to Licensee, during the Term (as defined in Section 3.1) Subject of this Agreement and subject to the terms of this Agreementand conditions contained herein, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable nontransferable, irrevocable worldwide license to have access to and use the on-line, FTP electronic feed Licensed Intellectual Property in conjunction with Licensee's marketing or CDROM sale of products provided by ProQuest to you as listed and services in the attached Fee Schedule floral and specialty gift business on its Internet Site and through its Telephone Number, attached invoice within the Media solely for direct sales to consumers. Nothing in this Agreement grants Licensee ownership or accepted purchase order (the "Products"). You do not acquire any ownership interest or other rights in or to the Products Licensed Intellectual Property, except in accordance with and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent of this license, and Licensee shall not sublicense the Licensed Intellectual Property to any third party or Person without the prior written consent of Licensor, which shall not be unreasonably withheld. Except as provided in this Agreement, this Section 2.1 shall not be construed to prohibit the use of any Licensed Intellectual Property by Licensor, its divisions, business units, affiliates, subsidiaries and licensees. 2.2 Licensor shall have the right to demand the withdrawal of any Content that includes images of products that compete with the specified Licensor's products or services, from Licensee's Internet Site and from any of Licensee's advertising or other materials that in Licensor's reasonable opinion conflicts with, interferes with or is detrimental to Licensor's reputation or business as currently conducted or that will subject Licensor to unfavorable regulatory action or liability for any reason, violate any law or infringe the rights of any Person; provided, however, Licensor must give Licensee prior written notice of its intentions to demand such searches unduly burden ProQuest's systems withdrawal and will allow Licensee a reasonable time to remedy the offensive situation. Upon written notice from Licensor to withdraw any such Content, Licensee shall, in its discretion, either (includinga) cease using any such Content on its Internet Site or (b) remove the Licensed Intellectual Property from its Internet Site, in either case as soon as commercially and technically feasible, but in any event within five business days after Licensor's written notice. If Licensee cannot limited to automated "bots" cease using such Content or link checkers). You remove such Licensed Intellectual Property, as the case may print be, within five business days after the date of Licensor's written notice, Licensee will so notify Licensor detailing why the cessation or removal cannot be effected within five business days and make copies of materials retrieved through stating when the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you cessation or removal will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, thenbe effected, subject to any special restrictions the terms of the copyright ownerpreceding sentence, you may provide public access to and retrieval and, in such event, Licensee shall cease using such Content or remove such Licensed Intellectual Property within 20 business days after the date of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you written notice. 2.3 Licensor agrees that it will not re-distribute unreasonably withhold approval of Licensee's reasonable requests to develop and market new products that incorporate the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuestLicensed Intellectual Property. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 2 contracts

Samples: Trademark License Agreement (FTD Com Inc), Trademark License Agreement (FTD Com Inc)

License. a) Subject to the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby SI grants you a non-exclusive, non-transferable exclusive license to have access use the SOFTWARE in accordance with the following terms. SI retains title and all ownership rights to the SOFTWARE. SI grants you a single-user license which allows one (1) designated individual, and only one (1) individual, the right to install and use the on-lineSOFTWARE on a home, FTP electronic feed work or CDROM products provided by ProQuest portable computer. SI grants you the right to you as listed in make one (1) archival copy of the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location SOFTWARE for the type(s) sole purpose of access (whether remote or on-site only), number of simultaneous users backing up the SOFTWARE and protecting your investment from loss. SI further grants you the right to transfer this license and the network configuration specified on SOFTWARE to another party provided: 1) the Fee Scheduleother party accepts all terms of this agreement; additional authorized sites or locations must be listed on 2) all copies of the Additional Sites/Member Libraries Schedule. bSOFTWARE are transferred and you discontinue use of the SOFTWARE after transferring; 3) You SI is promptly notified of the name and address of the other party; and 4) SI is not required to supply new media. TERM AND TERMINATION Failure to comply with any of these terms will terminate this agreement and your right to use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensorsSOFTWARE. You may not also choose to terminate the agreement at any time. Upon termination of this agreement, you must immediately destroy the SOFTWARE and all copies of it. LIMITED WARRANTY The media on which the SOFTWARE is furnished is warranted to be free of defects in workmanship and material under normal use for a period of sixty (60) days from the Products date of purchase by you. SI and its suppliers' sole responsibility and your exclusive remedy under this warranty will be to execute denial receive a replacement of service attacks nor may you perform automated searches against ProQuest's systems the media or a full refund if SI or its suppliers are unable to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers)deliver media free from defects in workmanship and materials. You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you alone are responsible for all charges incurred by users accessing determining which SOFTWARE best meets your particular needs for installing SOFTWARE and for the on-line products through your designated secure access method(s)results obtained. The term THIS SOFTWARE IS LICENSED "Authorized UserAS IS" means:WITHOUT WARRANTY AS TO ITS PERFORMANCE. EXCEPT FOR THE MEDIA WARRANTY PROVIDED ABOVE, THERE ARE NO WARRANTIES EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED. IN NO EVENT SHALL SI OR ITS SUPPLIERS BE RESPONSIBLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, EVEN IF SI AND ITS SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Appears in 2 contracts

Samples: License Agreement, License Agreement

License. aThroughout the Term, NAVITAIRE will grant such access to Customer, Customer Agents and its and their authorized users (e.g., online customers and potential customers of Customer and Customer Agents) Subject to the terms of Hosted Services System in accordance with and subject to this Agreement, ProQuest Information and Learning Company ("ProQuest") . NAVITAIRE hereby grants you Customer a non-exclusive, non-transferable transferable, worldwide license to have access to and use the on-line, FTP electronic feed or CDROM products Hosted Services System and the APIs during the Term of this Agreement solely for the purposes of obtaining Hosted Services in accordance herewith including a right for Customer to permit Customer Agents and customers of Customer to use the Hosted Services System in accordance with and subject to this Agreement. All Hosted Services will be provided by ProQuest remote telecommunications from NAVITAIRE’s place of business, to you or through computers or servers owned or managed by or on behalf of Customer, Customer Agents or its and their authorized users, and Customer will not obtain possession of any tangible personal property as listed a result of the Hosted Services, such as electronic storage media unless expressly agreed in a Work Order or pursuant to an amendment to this Agreement. Subject to the attached Fee Schedule terms and conditions of this Agreement, attached invoice including without limitation, Section 9, Customer hereby grants to NAVITAIRE a limited, revocable, non-transferable, royalty-free license, without right to sub-license to reproduce, translate, encode, publish, use, and distribute Customer Data for the sole purpose of providing, and only to the extent necessary to provide, the Services to Customer. If and to the extent that Customer’s receipt of the Hosted Services requires NAVITAIRE to use certain trademarks, service marks, trade dress, logos, trade names, social media accounts (***** and other similar accounts), URL domain names and corporate names of Customer or accepted purchase order its licensors, together with all translations, adaptations, derivations, and combinations thereof (collectively, “Customer Marks”) and with respect to the "Products"use of the Customer Xxxx identified in Section 11 in accordance with such Section, Customer hereby grants to NAVITAIRE a limited, non-exclusive, nontransferable, revocable, royalty-free license, with no right to sublicense, to use Customer Marks solely for the limited purposes of the performance of this Agreement, including, without limitation, as contemplated by Section 11. NAVITAIRE’s license to use such Customer Marks is further conditioned upon NAVITAIRE’s compliance with all Customer guidelines, policies, rules and procedures or other instructions provided to NAVITAIRE by Customer relating to such Customer Marks (“Customer Xxxx Guidelines”). You do not acquire Customer reserves the right to add to, change, or discontinue the use of any ownership Customer Marks, on a selective or general basis, at any time. NAVITAIRE hereby acknowledges and agrees that all rights, title and interest or rights in *****Confidential portions of the Products material have been omitted and filed separately with the Securities and Exchange Commission. Hosted Services Agreement FINAL and to Customer Marks are and shall remain the exclusive property of Customer and that any use thereof and goodwill associated materials and all such rights and interests remain in ProQuest therewith shall inure solely to the benefit of the Customer and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You NAVITAIRE agrees that it will not publishregister, broadcast or sell any materials retrieved through the Products adopt or use the materials any confusingly similar trade names, trademarks or insignia in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensorsjurisdiction. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems Except to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted authorized in Section 1 (d) 11, NAVITAIRE shall not combine any other xxxx, logo or trade name with any of Customer Marks without the prior written approval of Customer. Without limiting Customer’s rights and remedies, in the event that Customer notifies NAVITAIRE of any incorrect usage of such Customer Marks, NAVITAIRE shall immediately correct such usage as directed by Customer. NAVITAIRE shall provide to Customer a mock-up or other demonstration showing how each Customer Xxxx will be used and/or displayed by NAVITAIRE and Customer must approve such use in advance. Upon expiration or termination of this Agreement, the permission to use Customer Marks granted hereunder will immediately terminate and NAVITAIRE agrees to immediately cease its use of all Customer Marks. You represent Without limiting the foregoing, NAVITAIRE acknowledges and warrant agrees that, as between the parties, Customer owns all right, title, and interest in and to ProQuest that you will not use Customer Data, including all Intellectual Property Rights therein, irrespective of whether such Customer Data is stored via the Products Services, on the Hosted Services System or in any material retrieved from database created using the Products Hosted Services. If NAVITAIRE is deemed to create products have any ownership interest in Customer Data, including any and all derivative works, enhancements, or perform services which compete other modifications thereto (other than the formatting of how such Customer Data is entered, stored and/or displayed in or interfere with by the publications Hosted Services), then NAVITAIRE shall assign, and services hereby does assign, irrevocably and royalty-free, all of ProQuest such ownership interest or other rights exclusively to Customer or its licensors. c) Notwithstanding designee. NAVITAIRE shall, at Customer’s reasonable request and expense, complete, execute, and deliver any and all documents necessary to effect or perfect such assignments. Nothing in this Agreement constitutes the previous paragraph, if you represent grant of a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject general license to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mailCustomer Marks. All reproduction rights in and distribution to Customer Marks and Customer Data not expressly granted herein are reserved, no implied licenses are granted to NAVITAIRE by the terms of such printoutsthis Agreement, and all downloading and electronic storage of materials retrieved through the Products no license rights with respect to any Customer Marks or Customer Data shall be for your own internal created by implication or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelyestoppels. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 2 contracts

Samples: Hosted Services Agreement (Frontier Group Holdings, Inc.), Hosted Services Agreement (Frontier Group Holdings, Inc.)

License. a) Subject to the terms of this Agreement, ProQuest Information and Learning Company ProQuest-CSA LLC ("ProQuest") hereby grants you a non-exclusive, non-transferable nontransferable license to have access to and use the on-line, FTP electronic feed or CDROM CD-ROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member SiteslMember Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or or-electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 2 contracts

Samples: License Agreement, License Agreement

License. a) Subject to In this license agreement ("License Agreement"), you, the terms user of the license rights granted by this Agreement, ProQuest Information are referred to as "Licensee" or "You." In accordance with the terms and Learning Company conditions of this License Agreement, IDENT-A-KID Services of America, Inc. ("ProQuestLicensor" or "us" or "we" or “I.S.A. Inc”.) grants Licensee the non-exclusive license to use the accompanying software ("Software") hereby grants you a non-exclusiveand Supplies ("Labels, non-transferable license to have access to and use the on-lineContinuous Thermal Tape, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule Dymo Printer, attached invoice or accepted purchase order (the "ProductsWebcam, Driver License Scanner, RFID Reader, RFID Key Fobs, RFID Badges"). You do not acquire In this License Agreement, the Software and Supplies and any ownership interest copies or modifications are referred to as the "Licensed Product." All rights to and in the Products Licensed Product, all copies and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only)derivative works, number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to, copyrights and trade secret rights, belong to automated "bots" or link checkers)Licensor and Licensor holds title to each copy of the Software. You may print and make copies of materials retrieved through the Products only as permitted Licensee is required to purchase Supplies separately from I.S.A. Inc in Section 1 (d) of this Agreement. You represent and warrant order to ProQuest that you will not use the Products Software and to get support. Use of the Software without using proper Supplies will result in termination of all of Licensee's rights to use the Licensed Product. Licensee shall not transfer or distribute the Licensed Product to others, and this Agreement shall automatically terminate in the event of such a transfer or distribution. Licensee shall not copy, modify or create derivative works the Licensed Product, except as provided for herein and to make one copy the Software for the sole purpose of backup as long as all copyright and other notices are reproduced and included on the backup copy. 2.1 The Licensee is hereby licensed to use the program on a single computer only. Transferring the program and this license to another party is strictly prohibited. 2.2 In no event shall the Licensee copy or cause to be copied duplicates of the program except that the Licensee may make one copy of the program for back-up purposes. 2.3 The Licensee shall not sublicense, assign, transfer use, copy or modify the program except as expressly provided in this Agreement and any material retrieved attempt to do so shall be null and void. 2.4 The Licensee is hereby granting permission to I.S.A Inc to collect information from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensorssoftware. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Click Wrap Agreement

License. Subject to Subscriber’s payment of all applicable fees to EDGEWAVE and Subscriber’s acceptance of and compliance with all the terms and conditions of the Agreement, EDGEWAVE hereby grants to Subscriber, during the Term, and for Subscriber’s internal business purposes only, a limited, revocable, personal, non-sub-licensable, non-transferable, non-assignable and non-exclusive license (the “License”) to (a) Subject install, where applicable, and/or use one copy of the Software (unless the Quotation permits multiple copies) for Subscriber’s internal use only and only for its intended purpose(s) in accordance with EDGEWAVE’s user documentation and the Agreement; and (b) use the Service, Deliverables and Hardware only for Subscriber’s internal use, and only for its intended purpose(s) in accordance with EDGEWAVE’s user documentation and the Agreement. The Software, Service and any Deliverables are licensed, not sold, to Subscriber for use only under the terms of this the Agreement; ownership of the Software, ProQuest Information Service and Learning Company ("ProQuest") hereby grants you Deliverables remains at all times with EDGEWAVE or its suppliers/licensors. The terms of the XXXX will govern any Upgrades and Updates provided by EDGEWAVE that replace and/or supplement the original Software, Service, Deliverables and/or Hardware, unless such upgrade or update is accompanied by a non-exclusive, non-transferable separate license to have in which case the terms of that license will govern. The Software and access to and use the on-lineService and/or Deliverables are limited to the number of personal computers, FTP electronic feed licensed workstations, subscriptions, mailboxes users, seats or CDROM products provided by ProQuest to you as listed in any other device that accesses the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only)internet, number of simultaneous users servers, or IP addresses, as reflected in the Quotation, SOW or Web Purchase (collectively the “Seats” or “Users”), as well as the functionality, term periods, applications, modules, the amount of data or data capture rates, and/or special options paid for by Subscriber and authorized by EDGEWAVE as reflected in the network configuration specified on Quotation, SOW or Web Purchase. Subscriber will notify EDGEWAVE in advance of having actual Seats that exceeds the Fee Schedule; maximum number of Seats permitted in the Quotation, SOW or Web Purchase and EDGEWAVE will charge Subscriber for the additional authorized sites Seats. Upon termination or locations must be listed on Subscriber’s breach of the Additional Sites/Member Libraries Schedule. b) You will license or the Agreement, Subscriber no longer has any right to use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensorsSoftware and/or Service. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: End User License Agreement

License. a) Subject to There may be low-resolution comping images (the terms of this Agreement, ProQuest Information and Learning Company ("ProQuestLow-Resolution Digital Media") hereby and there may be high-resolution images (the "High-Resolution Digital Media") on each disc or internet download. Licensor(s) grants to you and your employer, if you are licensing on behalf of your employer, a non-exclusive, non-transferable license sub licensable right to have access to use any software obtained from Licensor(s) ("Software") and use the onany of Licensor(s)' Low-lineResolution Digital Media and High- Resolution Digital Media and any derivatives or copies (collectively, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "ProductsDigital Media"), on your personal computer. The Digital Media, Software and disc may not be shared by creating a disc library, Digital Media storage jukebox, network configuration or similar arrangement and you may not create a network of servers, either with or without a central location, which enables others to share the Digital Media, Software or discs. You do may not acquire any ownership interest utilize the Digital Media, Software or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials disc in any manner that will infringe is not expressly permitted in this license agreement. All rights not specifically granted above are retained by Licensor(s). One copy of the copyright Digital Media and Software may be made for backup purposes only, but may be used only if the original Digital Media or other proprietary right of ProQuest Software becomes defective, or its licensorsis destroyed or otherwise irretrievably lost. You Except as specifically provided in this license agreement, no Digital Media, Software or disc may be shared or copied. Software may be used only in conjunction with the Digital Media. The Low-Resolution Digital Media may be used in materials for PERSONAL, NONCOMMERCIAL use and TEST or SAMPLE use, including COMPS and LAYOUTS. The Low-Resolution Digital Media may not use the Products to execute denial be used in any final materials distributed inside of service attacks nor may you perform automated searches against ProQuest's systems your company or any materials distributed outside of your company or to the extent such searches unduly burden ProQuest's systems (includingpublic, including but not limited to automated "bots" to, advertising and marketing materials or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 any online, broadcast or other electronic distribution system (d) of this Agreement. You represent and warrant to ProQuest except that you will may transmit comps digitally or electronically to your clients for their review) and may not be distributed, sublicensed or made available for use the Products or any material retrieved from the Products to create products distribution separately or perform services which compete or interfere with the publications individually and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you no rights may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use be granted to the customary services provided to patrons and you will not reLow-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s)Resolution Digital Media. The term "Authorized User" meansHigh-Resolution Digital Media may be used on a worldwide and perpetual basis as a part of:

Appears in 1 contract

Samples: Royalty Free End User License Agreement

License. a2.1 ABBYY represents, warrants and guarantees that it has the full right, power, legal capacity, ability and authority to license and distribute the SOFTWARE, including all the images, photos, animations, audio-video components, music, text and "applets" incorporated into the SOFTWARE, as well as the accompanying printed materials and all of the SOFTWARE copies. 2.2 All title and intellectual property rights in and to the content that is not contained in the SOFTWARE, but may be accessible through the use of the SOFTWARE, are the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and international treaties. This EULA does not grant You any rights to such intellectual property. 2.3 The SOFTWARE contains valuable trade secrets and confidential information belonging to ABBYY and third parties and is protected by copyright, including, without limitation, the United States Copyright Law, laws of the Russian Federation, international treaty provisions, and the applicable laws of the country in which it is being used. Any use of the SOFTWARE and all component parts outside of or in contravention of the terms and conditions of this XXXX shall constitute a breach of ABBYY’s and/or third parties’ intellectual property rights and shall give cause for the revocation of all rights to use the SOFTWARE granted to You under this EULA. 2.4 You may make a one-time permanent transfer of this SOFTWARE only directly to another end user. This transfer must include all of the SOFTWARE (including all component parts, the media and printed materials, and any upgrades) Subject and this XXXX. Such transfer may not be by way of consignment or any other indirect transfer. The transferee of such one-time transfer must agree to comply with the terms of this AgreementEULA, ProQuest Information including the obligation not to further transfer this EULA and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use SOFTWARE. You must remove the on-line, FTP electronic feed SOFTWARE from Your computer or CDROM products provided by ProQuest to you as listed from Your Local Area Network in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) case of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedulesaid SOFTWARE transfer. b) 2.5 This EULA does not grant You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in rights related to any manner that will infringe the copyright or other proprietary right trademarks of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensorsABBYY. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions 2.6 Reservation of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mailrights. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or rights not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelyexpressly granted are reserved by ABBYY. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: End User License Agreement (Eula)

License. a) Subject 2.1 QuantityWare herewith grants to Customer as of the Effective Date a nonexclusive, non- sub-licensable and nontransferable license to use and distribute the Software within the Customer organization, including the Customer Group, which includes the use by all employees and sub-contractors within the Customer organization only at the Customer locations. A Customer location is any office or room that is considered to belong to Customer, either as proprietor or as tenant. In any and all cases the use may only be made available to the aforementioned sub-contractor if the terms and conditions of this agreement are subject to the user license. 2.2 The License grant is limited to the term of this agreement. Customer’s entitlement to receive services based on this agreement, such as the right to use the software solution and to receive maintenance services is valid only once complete payment of the Usage fee for the current term of this agreement has been irrevocably received by QuantityWare. QuantityWare reserves the right to withhold any and all services until full payment has been irrevocably received. 2.3 The parties agree that the comprehensiveness of performance with respect to the software is limited to the usage that is explicitly described in this agreement. Any and all other use of the Software is strictly forbidden, unless with prior written consent of QuantityWare, which consent may be denied without any reason. 2.4 Except as expressly set forth in this Agreement, ProQuest Information or expressly agreed otherwise by and Learning Company ("ProQuest") hereby grants you a non-exclusivebetween the Parties of this agreement in writing, non-transferable no license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License right is granted to you at your principal location Customer, by implication, estoppel, or otherwise, under any patents, copyrights, mask works, trade secrets, or other intellectual property by virtue of entering into this Agreement and installing and using the Software. 2.5 Customer understands and agrees that their personal data shall be stored for the type(sterm of the agreement. QuantityWare stores only the personal data that are necessary to fulfill the duties of the agreement that we have entered into with Customer. These data contain, but are not restricted to, Names, Telephone Numbers, E-Mail Addresses, Fax Numbers, Company Positions and Business Addresses. Such data shall be used exclusively for QuantityWare purposes. QuantityWare will not disclose these data to any third party. The security of Customer data is of utmost concern. QuantityWare will exercise due care and attention to the storage and maintenance of such data as defined in the German “Bundesdatenschutzgesetz” (BDSG) of access (whether remote or on-site only), number of simultaneous users English: “Federal Data Protection Act”) and the network configuration specified on EU Regulation 2016/679 of the Fee Schedule; additional authorized sites European Parliament and of the Council of 27 April 2016. In the unlikely event that any abuse or locations must be listed on unauthorized access to such customer data becomes known to QuantityWare, it will inform Customer management representatives immediately as to the Additional Sites/Member Libraries Schedulenature of breach and the extent of data compromised. Upon Agreement termination, Customer may request the deletion of their data. b) You will use 2.6 Within the Products solely for your own personal or internal use. You will not publishterm of the Agreement, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You Customer may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems upgrade to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions latest supported release of the copyright owner, you may provide public access to QuantityWare software available for Customers’ SAP Oil and retrieval of data and information through the Products by or Gas release level for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuestno additional licensing cost. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Annual Usage Agreement (Aua)

License. a) Subject The Licensor grants and, by signing this Agreement or the applicable Addendum, the Customer accepts for the Subscription License Term, a non-exclusive non- transferable, non-assignable license to use the Licensed Materials at the Location solely for the internal business use of the Customer (the “Subscription License”)This license permits the Customer to: * install the Licensed Materials on a single server (the “Foundation Server”)and design, build and create any number of Models on that server; and * install the Licensed Materials on additional Licensed Servers under the terms of and conditions detailed in an applicable Addendum; and * enable Licensed Users to electronically access the Licensed Materials and for such Licensed Users to use the Licensed Materials solely for the Customer’s internal use. With respect to each Licensed User specified in this AgreementAgreement or in an Addendum, ProQuest Information and Learning Company ("ProQuest") hereby the Licensor grants you and, by signing this Agreement or the applicable Addendum, the Customer accepts for the Subscription License Term a non-exclusive, personal license for one Licensed User to electronically access the Software from anywhere in the world and to use the Licensed Materials solely for the internal business use of the Customer for the purpose of permitting such Licensed User to input and review data or information in a Model, subject to the terms and conditions set out in this Agreement. With respect to each Licensed Server specified in this Agreement or in an Addendum, the Licensor grants and, by signing this Agreement or the applicable Addendum, the Customer accepts for the Subscription License Term a non-transferable exclusive, non- transferable, non-assignable, license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(sSoftware to be installed on a single Licensed Server solely for the internal business use of the Customer, subject to the terms and conditions set out in this Agreement. The Customer may either (a) make one copy of access the Licensed Materials solely for backup or archival purposes, or (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use transfer the Products Licensed Materials to a single hard disk provided the Customer keeps the original solely for your own personal backup or internal usearchival purposes. You will The Customer shall not publishotherwise copy the Licensed Materials, broadcast or sell any materials retrieved through except with the Products or use prior written consent of the materials in any manner Licensor. The Customer understands that will infringe the copyright Licensed Materials may contain software, documentation or other proprietary right of ProQuest materials licensed by the Licensor from one or its licensorsmore third parties. You may The Customer shall not use any third party software or documentation or any other third party materials provided with or incorporated into the Products to execute denial Licensed Materials except for the purpose of service attacks nor may you perform automated searches against ProQuest's systems to using the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print Licensed Materials in accordance with the terms and make copies of materials retrieved through the Products only as permitted in Section 1 (d) conditions of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions The Customer shall inform all users of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts Licensed Materials of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have terms and conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Productsthis Agreement. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Software Subscription License Agreement

License. (a) Subject Blockbuster grants to MTV a nonexclusive license during the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed Term in the attached Fee Schedule , attached invoice or accepted purchase order United States (the "ProductsLICENSE"). You do not acquire any ownership interest or rights in ) to use internally the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest Customer Database as updated by Blockbuster or its licensors. You may not use the Products duly authorized agent from time to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (includingtime, but not limited to automated "bots" including without limitation, any modifications, additions or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products deletions made thereto by Blockbuster or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, thenMTV, subject to any special restrictions limitations of use contained in any agreement between Blockbuster and a third party, of which reasonable notice is provided to MTV. (b) MTV may use the Customer Database only for the purposes of conducting Blockbuster's current and future business and sublicensing the Customer Database for internal use only to any Affiliate of Viacom; PROVIDED that any such use by MTV or an Affiliate of Viacom shall comply with any applicable license, law or regulation of any governmental authority, including without limitation, the Video Privacy Protection Act of 1988, as amended, or any state laws governing video privacy. (c) Blockbuster or its duly authorized agent shall make the Customer Database available to MTV or an Affiliate of Viacom, as the case may be, at such times, in such format and updated to such times as MTV or an Affiliate of Viacom, as the case may be, may request, except as may be limited by law or by instruction of any customer and as may be reasonably delayed due to technological difficulties or other time constraints that occur in the ordinary course of business; PROVIDED that Blockbuster or its duly authorized agent shall make available to MTV or an Affiliate of Viacom, as the case may be, any portion of such information that is permitted to be made available. MTV acknowledges that Blockbuster or its authorized agent shall make available the information contained in the Customer Database, and not any physical form of the copyright ownerCustomer Database containing such information. MTV shall pay to Blockbuster, you upon 30 days written notice, any reasonable and incremental out-of-pocket costs incurred by Blockbuster in making the Customer Database available to MTV or an Affiliate of Viacom, as the case may provide public access to and retrieval be. MTV or an Affiliate of data and information through Viacom, as the Products by case may be, in its sole discretion, may make any modifications, additions or for walk-in public users while on-site. You will limit such use deletions to the customary services Customer Database, subject to (i) any law or (ii) any license rights of any third party, of which reasonable notice is provided to patrons MTV or an Affiliate of Viacom, as the case may be. MTV or an Affiliate of Viacom, as the case may be, shall provide reasonable notification to Blockbuster of any such modifications, additions or deletions that are material, and you will upon reasonable notice by Blockbuster, MTV or an Affiliate of Viacom, as the case may be, shall make such revised Customer Database available to Blockbuster for its use in conducting its business at no cost to Blockbuster. Subject to Section 10, MTV acknowledges and agrees that it does not re-distribute the materials retrieved from the Products own or provide access have any interest in or title to the Products Customer Database, including as modified, added to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuestdeleted. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Promotional Services and Customer Database Services and License Agreement (Blockbuster Inc)

License. a) Subject The Software is not sold to you. Rather, it is licensed on a non-exclusive, non-transferable, non-sublicensable basis solely for use by you, and you alone, under the terms of this Agreement. WYTH Sagl (and, ProQuest Information to the extent applicable, its licensors), retains all title to and Learning Company ("ProQuest") hereby ownership of the Software and reserves all rights not expressly granted to you hereby. WYTH grants you a non-exclusive, non-transferable transferable, non-sublicensable license to have access use, display, and perform the Licensed Technology for any lawful purpose, provided that you maintain a valid license to use WYTH’s WYTH™ (the “License”). However, the rights that WYTH grants you under the License are subject to the terms of this Agreement, and you may only make use of the on-lineLicense if you comply with all applicable terms. Further, FTP electronic feed you acknowledge that WYTH has limited rights to grant you a license to the Licensed Technology and that any purported grant of license in violation of those rights is null and void. The License becomes effective on the date you accept this Agreement or CDROM products provided by ProQuest to install or use any portion of the Licensed Technology. The License does not grant you as listed any title or ownership in the attached Fee Schedule Licensed Technology. If you purchase the Software, attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License license is granted to you at your principal location perpetually. If you subscribe to the Software, the license is granted to you for the type(sterm of the subscription (one or three years unless specified otherwise in written) and terminates upon the end of access the subscription automatically, rendering the Software unusable. If you have obtained an evaluation/demo copy of the Software, and have not purchased a license to the Software, WYTH Sagl grants you a 30-day non-exclusive license to use the Software free of charge for the purpose of evaluating whether you wish to purchase an ongoing license for the Software. WARNING: Evaluation/Demo copies of the Software may become non-functional thirty (whether remote or on-site only), 30) days following initial installation on your computer. Evaluation/Demo copies of the software may also limit the number of simultaneous users times certain features may be executed. WYTH Sagl disclaims all liability and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely responsibility for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright loss of data or other proprietary right of ProQuest or its licensorsinformation which may occur as a result thereof. You may not use market and distribute the Products to execute denial Software only if there is a separate agreement for distribution and marketing of service attacks nor may the Software between you perform automated searches against ProQuest's systems to and WYTH Sagl and only under the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers)terms and conditions determined by that agreement. You may print and make copies of materials retrieved through enter into Other Licenses, including without limitation the Products only as permitted in Section 1 (d) of WYTH™ End User License Agreement available at xxxxx://xxx.xxxx.xxxx/legal/xxxx.pdf. Other Licenses are not modified or otherwise affected by this Agreement. You represent and warrant to ProQuest that you For Other Products, the terms of your applicable Other License will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraphgovern all matters (including royalties, if you represent a public librarynotifications, educational institutionfeedback, governmental agency or non-profit institution allowing public access to data and informationcontributions, thentrademarks, subject to any special restrictions of the copyright ownerservice marks, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectlytrade names, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printinglogos, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printoutsscreen shots, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as video content related to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict those Other Products) related to your use of the materials code, artwork, and content that are licensed to you under the doctrines of "fair use" or "fair dealing" as defined under the laws that Other License, instead of the United States, England, or German Copyright Law respectivelyterms of this Agreement. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: End User License Agreement

License. a) Subject The Purchaser hereby grants to the terms of this AgreementSeller an irrevocable, ProQuest Information and Learning Company ("ProQuest") hereby grants you a perpetual, worldwide, fully-paid, royalty-free, non-exclusive, under the Patent Rights solely for the purpose of providing or performing services using the inventions claimed or disclosed in such Patent Rights for the benefit of the Seller, any affiliate of the Seller and any licensee, strategic partner or customer of the Seller (the “License”). For clarity, the License does not convey any right to make, or to sell or otherwise transfer to any party, devices, equipment, software, or other products intended for use in the performance of such services. The Purchaser shall have the right, upon receipt of the Seller's prior written consent (which consent shall not be unreasonably withheld), to publicize, in a factually accurate manner, that the Seller is using systems of the Purchaser or intellectual property of the Purchaser which the Purchaser has available for sale or license, and to identify in such statements the systems and/or intellectual property the Seller is using. The License shall not be transferable or sublicenseable without the Purchaser's prior written consent, except that the Seller may assign such license to a third party that acquires all or substantially all of the Seller's assets, whether by merger or otherwise, upon the condition that the Purchaser shall have the right, upon receipt of such third party's prior written consent (which consent shall not be unreasonably withheld), to publicize such third party's use of the Purchaser's systems and/or intellectual property to the same extent as is set forth with respect to the Seller in the preceding sentence. The Purchaser makes no representations or warranties regarding the licensed Patent Rights, and expressly disclaims all warranties of merchantability, fitness for a particular purpose, or warranties of non-transferable license infringement. The Purchaser shall have no obligation to have access the Seller hereunder to maintain or enforce the Patent Rights. If for any reason the Purchaser intends to abandon any Patent Rights, Purchaser will use reasonable efforts to notify Seller in advance and to provide Seller the opportunity, in Seller's discretion and at Seller's expense, to take over prosecution and maintenance of any such Patent Rights on Purchaser's behalf. Notwithstanding the provisions of this Section 4.6, the Seller may not use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed Patent Rights in the attached Fee Schedule development, attached invoice manufacture, or accepted purchase order sale of any Prohibited Products (the "Products"as defined in Section 4.9). You do not acquire The Seller hereby agrees to save, defend and hold the Purchaser and its agents and employees harmless from and against any ownership interest or rights in the Products and associated materials and all such rights third party suits, claims, actions and interests remain in ProQuest demands, and its licensors. This License is granted to you at your principal location any resulting liabilities, expenses and/or losses, including reasonable legal expense and attorneys' fees, other than claims for the type(s) infringement of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright a patent or other proprietary right of ProQuest a third party (collectively, “Claims”) resulting directly or indirectly from the practice of the Patent Rights by the Seller, its licensorsaffiliates, agents or sublicensees. You may not use The Seller's agreement to indemnify, defend, and hold the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems Purchaser and its agents and employees harmless is conditioned upon the indemnified Person: (a) providing written notice to the extent Seller of any Claims arising out of the indemnified activities within thirty (30) days after the indemnified Person has knowledge of such searches unduly burden ProQuestClaims; (b) permitting the Seller to assume full responsibility and authority to investigate, prepare for, and defend against any such claim or demand; and (c) assisting the Seller, at the Seller's systems (includingreasonable expense, but not limited to automated "bots" or link checkers)in the investigation of, preparation for and defense of any such Claims. You may print and make copies If the Seller assumes the defense of materials retrieved through a Claim, the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you Seller will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, be subject to any special restrictions liability for any settlement of such claim made by the copyright owner, you may provide public access to and retrieval of data and information through indemnified Person without the Products by or for walk-in public users while on-site. You will limit Seller's consent (but such use to the customary services provided to patrons and you consent will not re-distribute the materials retrieved from the Products be unreasonably withheld or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuestdelayed). d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Asset Purchase Agreement (Discovery Partners International Inc)

License. a) Subject to the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") 1. VOMI hereby grants you to Licensee a non-exclusive, non-transferable license and right to have access to promote a limited number of events and use the on-line, FTP electronic feed or CDROM products services provided by ProQuest VOMI, to you as listed purchase individual licenses for resale to its end-user clients, and to use copyrighted VOMI Event Materials, VOMI Course Materials, Other VOMI Services Materials and any modifications thereto that are subsequently made by VOMI during the Term, strictly in accordance with the terms and conditions set forth herein and for no other purposes. 2. The license shall terminate contemporaneously with the expiration or earlier termination of this Agreement. 3. Licensee expressly acknowledges VOMI’s ownership of all rights, title and interest, including copyrights, in the attached Fee Schedule VOMI Event Materials , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products VOMI Course Materials, and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only)Other VOMI Services Materials, number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe except where the copyright or other proprietary right of ProQuest or its licensorsanother party is expressly noted. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (Unless otherwise noted, all materials, including, but not limited to automated to, all text, editorial content, images, graphics, logos, illustrations, photographs, video, audio, and other materials, as well as the designs, icons, layout, "botslook and feel," or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions all other graphical elements of the copyright owner, you may provide public access to VOMI Web site and retrieval of data all related code and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printoutssoftware, and all downloading copyrights, trademarks, service marks, tradenames, patents and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts other intellectual property rights in any of the Products in a systematic foregoing (collectively, the “VOMI Materials”) are the sole and exclusive property of VOMI (or regular manner so as to create a collection of materials comprising all its subsidiaries, affiliates, or part designees) or its third-party licensors, and are protected by U.S. laws and international treaties. By indicating that you accept these terms, you do not become the owner of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictionsVOMI Materials, this paragraph shall not restrict your but are entitled to use of the materials them as specifically permitted under the doctrines terms of "fair use" this Agreement and subject to all additional intellectual property notices, information or "fair dealing" as defined under the laws of the United States, England, restrictions accessed through our Website or German Copyright Law respectivelyany Alternate VOMI Platform. e) Individual content providers or licensors 4. Licensee may have conditions not use VOMI , VOMCI and VOMAA Marks for any purpose other than in conjunction with the promotion and sale of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content VOMI Events, VOMI Courseware, and shall not materially alter your use of the ProductsOther VOMI Services. f) If your subscription allows you 5. VOMI MAKES NO WARRANTY THAT EVERY VOMI COURSE AND EVENT AND OTHER VOMI SERVICE THAT IS CURRENTLY AVAILABLE UNDER THIS LICENSE WILL BE AVAILABLE THROUGHOUT THE TERM OF THIS AGREEMENT. VOMI shall notify Licensee if any new VOMI Events, VOMI Programs, and Other VOMI Services become available under this license. 6. Licensee may not commingle or bundle VOMI Events, VOMI Programs, and Other VOMI Services with non-VOMI events, programs and other services for promotion and sale to provide remote access to the Productsany of its prospective, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers current and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:future clients.

Appears in 1 contract

Samples: License Agreement

License. a) Subject to the terms of this Agreement, ProQuest Information and Learning Company ProQuest-CSA LLC ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM CD-ROM products provided by ProQuest to you as listed in the attached Fee Schedule Schedule, attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's ’s systems to the extent such searches unduly burden ProQuest's ’s systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, States or England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:.

Appears in 1 contract

Samples: Electronic Products License Agreement

License. (a) Subject to the terms and conditions of this Agreement, ProQuest Information Adamis, on behalf of itself and Learning Company ("ProQuest") its Affiliates, hereby grants you a nonto Wxxxxx and its Affiliates an exclusive (even as to Adamis and its Affiliates), sub-exclusivelicensable license under the Licensed Technology to make or have made (subject to the obligations in Article 4), non-transferable license sell, offer for sale, distribute, promote, market, or otherwise commercially exploit the Product in the Territory during the Term. For the avoidance of doubt, Adamis retains the right under the Licensed Technology to have access Contract Manufacturers manufacture and/or package the Product for Wxxxxx pursuant to this Agreement and to make and have made and/or package the Product for Adamis and its Affiliates and licensees for use outside the Territory. (b) Subject to the license granted to Wxxxxx in Section 7.1(a), Adamis shall maintain all rights in and to the Licensed Technology. As part of the license granted under Section 7.1(a), during the Term, Wxxxxx and its Affiliates shall have the exclusive right, limited to the Territory, to reference any and all data owned by Adamis or its Affiliates that is submitted in the Regulatory Dossiers. Adamis shall not, and shall cause its Affiliates not to, sell, offer for sale, distribute or otherwise make available (nor contract with a Third Party to do any of the foregoing) the Product or any Competing Product to any Person other than Wxxxxx and its Affiliates in the Territory during the Term. (c) Subject to the terms and conditions of this Agreement, Adamis, on behalf of itself and its Affiliates, hereby grants to Wxxxxx and its Affiliates an exclusive (even as to Adamis and its Affiliates), sub-licensable license under the Trademark, to use and display the Trademark solely in connection with the sale, offer for sale, distribution, promotion, marketing, or other commercial exploitation of the Product in the Territory. All uses by Wxxxxx and its Affiliates and sub-licensees of the Trademark shall be in compliance with all Applicable Laws and shall be in accordance with such commercially reasonable quality standards as used by Wxxxxx for comparable products. In all packaging, labeling, advertising, promotional and other material of Wxxxxx and its Affiliates and sub-licensees referencing the Trademark, Wxxxxx and its Affiliates and sub-licensees shall not, without Adamis’s written consent: (i) vary the spelling, add or delete hyphens, abbreviate, make one word two, or use a possessive or plural form of the Trademark; (ii) modify the design, add or delete any elements or words, change any colors or proportion of the Trademark; (iii) use the on-line, FTP electronic feed Trademark in a manner that disparages Adamis or CDROM any of its products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order services; or (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(siv) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials Trademark in any a manner that will infringe interferes with or adversely affects Adamis’ use of the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems Trademark; in each case except to the extent required by Applicable Laws, provided that Wxxxxx will review and discuss with Adamis any such searches unduly burden ProQuest's systems (includingexceptions required by Applicable Laws before using the Trademark pursuant to such exception. At the request of Adamis, but not limited Wxxxxx will provide from time to automated "bots" or link checkers). You may print and make time copies of materials retrieved through packaging, labeling, advertising, promotional and other material of Wxxxxx or its Affiliates or sub-licensees referencing the Products only as permitted in Section 1 Trademark to allow Adamis to confirm compliance with the foregoing. (d) Any and all sublicenses to non-Affiliates granted under any license set forth in this Section 7.1 shall require the prior written consent of Adamis, which consent shall not be unreasonably withheld, conditioned or delayed. Any and all sublicenses granted under any license set forth in this Section 7.1 and distribution agreements or subcontracts for commercialization of the Product in the Territory shall be in writing and shall be subject to, and consistent with, the terms and conditions of this Agreement. You represent Wxxxxx shall be responsible for the compliance of its Affiliates, sub-licensees, distributors and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere subcontractors with the publications terms and services conditions of ProQuest or its licensors. cthis Agreement. Within thirty (30) Notwithstanding the previous paragraphdays after execution, if you represent Wxxxxx shall provide Adamis with a public library, educational institution, governmental agency or nonfull and complete copy of each agreement granting a sub-profit institution allowing public access to data and information, then, subject license under any license set forth in this Section 7.1 to any special restrictions Third Party or appointing any Third Party as a distributor or subcontractor for commercialization of the copyright owner, you Product in the Territory (provided that Wxxxxx may provide public access redact any confidential information contained therein that is not necessary to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, confirm compliance with this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(sAgreement). The term "Authorized User" means:For the avoidance of doubt, the foregoing obligations do not apply to direct and indirect purchase and sale agreements between Wxxxxx and its customers.

Appears in 1 contract

Samples: Development, License and Commercialization Agreement (Adamis Pharmaceuticals Corp)

License. a) 4.1 Subject to the terms of this AgreementAgreement and any Supplemental Terms and Conditions pertaining to the use of Webinar Materials, ProQuest Information and Learning Company ("ProQuest") Provider hereby grants you to Participant, with respect to each Webinar Event for which the Fee has been paid in full, a non-exclusive, non-transferable transferable, limited license for the duration of the Term to (i) access each such Webinar Event for which Participant has registered and paid the Fee appurtenant thereto, (ii) participate in such Webinar Event(s) as an Authorized User thereof in the same manner as other Authorized Users of the subject Webinar Event(s), and (iii) access and use the Webinar Materials in a manner that is consistent and compliant with the terms and conditions of this Agreement. The Parties acknowledge and agree that the license above shall at all times be subject to the limitations and other terms set forth in this Agreement, and in Supplemental Terms and Conditions, if any, including, without limitation the limitation that all Webinar Events and all Webinar Materials are, are intended to be, and are only licensed to be, available to Participant for the exclusive purposes of education, research, study, and/or entertainment. Without limiting the foregoing or any other terms or conditions set forth in this Agreement, Participant acknowledges and agrees that the right to electronically access and display the Webinar Event(s) and the Webinar Materials subject to this Agreement is limited to persons who have paid the Fee(s) associated therewith, and such access and display shall at all times be for those persons’ respective sole use only. 4.2 Notwithstanding the foregoing, Participant may make copies of Webinar Materials for Participant’s sole use to the extent expressly permitted by applicable copyright law and not further limited or prohibited by any additional terms or limitations published by Presenter or Provider pertaining to the use of Webinar Materials. 4.3 All rights, title, and interest in, to, and associated with, the Webinar Event, the Webinar Materials, and the Service, including without limitation, all copyrights and other intellectual property rights shall at all times belong to, and be owned or licensed to, the Provider and/or Presenter and/or their respective third party supplier(s). The Participant shall not acquire any ownership of copyright or other intellectual property rights or proprietary interest in or to the Webinar Event, the Webinar Materials or the Service. 4.4 Except as specifically provided in Sections 4.1 and 4.2, Participant is otherwise expressly prohibited from downloading, storing, reproducing, transmitting, displaying, printing, copying, distributing, or otherwise using the Webinar Materials. All access to and use of the on-lineWebinar Event and Webinar Materials is via licensed permission granted to Participant and other Authorized Users. No access to, FTP electronic feed or CDROM products use of, the Webinar Event and/or Webinar Materials may be via any automated, robotic, scripted, mechanical, or any other automated means not provided by ProQuest Provider or Presenter. Each Webinar Event and all Webinar Materials are for use by Authorized Users only. Purchaser may not distribute or re-transmit the Webinar Event or Webinar Materials to you as listed any third parties. 4.5 Participant expressly agrees that Participant shall not engage in any activity in association with Participant’s participation in the attached Fee Schedule Webinar Event, attached invoice use any Webinar Materials or accepted purchase order (use of the "Products")Service, that in any way, violates any law or regulation or that violates, infringes or misappropriates any person’s or entity’s rights, including without limitation, Provider’s or any Presenter’s rights, and that any such activity or use shall immediately terminate the license(s) granted by Provider to Participant in this Agreement. 4.6 Participant may not remove or alter any copyright notice or other notice contained in, or otherwise published in association with, the Webinar Event, Webinar Materials or the Service. 4.7 Participant agrees that in addition to the terms and conditions expressly set forth in this Agreement, Supplemental Terms and Conditions shall also apply to, and govern, Participant’s use of the Webinar Event, Webinar Materials and/or the Service. You do not acquire any ownership interest Participant agrees that Participant’s participation in a subject Webinar Event, use of Webinar Materials and/or use of the Service, after the publication, or rights email notice to Participant of, Supplemental Terms and Conditions, whereby such publication may be by posting on the Provider’s website or such notice may be made in association with Participant’s access to the Products Webinar Event(s) or Webinar Materials, shall constitute Participant’s irrevocable agreement to such Supplemental Terms and associated materials Conditions, and Participant further agrees to be subject to, and bound by, all such rights Supplemental Terms and interests remain in ProQuest Conditions, and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users that all such Supplemental Terms and the network configuration specified on the Fee Schedule; additional authorized sites or locations must Conditions shall automatically be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of incorporated by reference into this Agreement. You represent If, however, Participant does not want to agree to be bound to such Supplemental Terms and warrant Conditions, Participant may elect not to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products participate in a systematic or regular manner so as to create a collection subject Webinar Event, use of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your Webinar Materials and/or use of the materials under Service after the doctrines publication of "fair use" or "fair dealing" as defined under applicable Supplemental Terms and Conditions, and if Participant so elects, Participant agrees that the laws of the United Statescancellation, England, or German Copyright Law respectivelyrefund and survival provisions set forth in this Agreement shall apply to such election. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Webinar Service Agreement

License. a) Subject to the terms of this Agreement, ProQuest Information and Learning Company LLC ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM CD-ROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: License Agreement

License. (a) Subject So long as this Agreement remains in effect and is not terminated, and subject to the terms hereof, Licensor hereby grants Licensee the right to use the tax-year version(s) of the Application(s) associated with each Service Year as to which Licensee, in accordance with the terms hereof, duly pays the applicable License Fee(s), Hosting Fee(s), Support Fee(s) and other charges provided for in this Agreement. Permitted use is limited to the processing of Licensee’s own work and the work of its Affiliates who agree to be bound by this Agreement, ProQuest Information and Learning Company to use through only that number of Authorized Users shown on the Order Form. Licensee may assign different and varying of its employees as its Authorized Users, but simultaneous use of the Application(s) at any given point in time is at all times limited to use by the number of Authorized Users specified on the Order Form. For Local- Access Licensees, use will be only on the Hardware and only at the Location and Local-Access Licensees shall not install or use the Application(s) on Hardware that, based on technical specifications relating to the Applications and provided by Licensor, would be insufficient or otherwise inappropriate for the Applications. Licensee shall not use or reproduce the Application(s) except as expressly permitted in this Agreement. Any rights not expressly granted herein are reserved by and to Licensor. ("ProQuest"b) hereby grants you a The license granted herein to Licensee is in consideration of the payment of the applicable fees and charges and is subject to the terms set forth in this Agreement. (c) The license granted herein to Licensee is non-exclusive, exclusive and non-transferable license (except in accordance with Section 11(i) herein), and nothing contained herein shall be deemed to convey any title, ownership or proprietary right or interest in the Application(s) or in any intellectual property contained therein to Licensee. Licensee shall not knowingly take any action that would adversely affect the proprietary rights in the Application(s), including, without limitation, any patent, copyright, trademark and trade secret rights therein. (d) Local-Access Licensees may copy the Application(s) only as needed for the Licensee’s backup, development, testing and disaster-recovery purposes, provided that Licensee reproduces all copyright notices and other proprietary notices and legends, regardless of form, contained in or affixed on the Application(s). Licensee shall not reverse engineer, decompile or disassemble the Application(s) or any part thereof. Licensee may allow its third party consultants to access and use the Application(s) solely in support of Licensee’s operations and permitted use hereunder, provided that any such third party is under written restrictions and terms and conditions of confidentiality as restrictive as those contained in this Agreement. Licensee is responsible for the acts and omissions of its employees, agents, contractors and others it permits to use or have access to and use the onApplication(s). (e) If the Hardware becomes inoperable or is to be replaced, Local-lineAccess Licensees may temporarily install the Application(s) on other similar hardware at the same or other location(s) while correcting the inoperability or to effect the replacement. If Licensee wishes to permanently relocate the Application(s) to other hardware requiring a different version of the Application(s) or requiring different media, FTP electronic feed or CDROM products provided by ProQuest if Licensee wishes to you as listed permanently relocate the Application(s) to a different location or on replacement hardware, Licensee may do so, but shall promptly notify Licensor in writing of such relocation or replacement. If such relocation or replacement requires Licensor to provide Licensee an additional copy of the attached Fee Schedule Application(s), attached Licensor shall invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location Licensee for the type(s) of access (whether remote or on-site only)related media, number of simultaneous users shipping and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedulehandling costs. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Software & Services Agreement

License. a) Subject to Provided that you constantly comply with the express terms of this Agreementand conditions stated in these Terms, ProQuest Information and Learning Company ("ProQuest") hereby The-TCompany Ltd grants you a revocable, limited, royalty-free, non-exclusive, non-transferable transferable, and non-sublicensable license to have access to and use T-Wallet Services through your computer or Internet compatible devices for your personal/internal purposes. You are prohibited to use The- TCompany Ltd/T-Wallet Services for resale or commercial purposes, including transactions on behalf of other persons or entities. All the onabove actions are expressly prohibited and constitute a material violation of these Terms. The content layout, format, function and access rights regarding The-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed TCompany Ltd Services should be stipulated in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products")discretion of The-TCompany. You do The-TCompany Ltd reserves all rights not acquire any ownership interest or rights expressly granted in the Products and associated materials and all such rights and interests remain in ProQuest and its licensorsthese Terms. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundleTherefore, you are responsible hereby prohibited from using The-TCompany Ltd Services in any way not expressly authorized by these Terms. These Terms only grant a limited license to access and use The-TCompany Ltd Services. Therefore, you hereby agree that when you use The-TCompany Ltd Services, The-TCompany Ltd does not transfer T-Wallet Services or the ownership or intellectual property rights of any The-TCompany Ltd intellectual property to you or anyone else. The-TCompany Ltd owns any feedback, suggestions, ideas, or other information or materials (hereinafter collectively referred to as “Feedback”) about T-Wallet or T-Wallet Services that you provide through email, The-TCompany Ltd Services, or other ways. You hereby transfer all rights, ownership and interests of the Feedback and all related intellectual property rights to The- TCompany Ltd. You have no right and hereby waive any request for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:acknowledgment or compensation based on any Feedback, or any modifications based on any Feedback.

Appears in 1 contract

Samples: Terms of Use

License. aThroughout the Term, NAVITAIRE will grant such access to Customer, Customer Agents and its and their authorized users (e.g., online customers and potential customers of Customer and Customer Agents) Subject to the terms of Hosted Services System in accordance with and subject to this Agreement, ProQuest Information and Learning Company ("ProQuest") . NAVITAIRE hereby grants you Customer a non-exclusive, non-transferable transferable, worldwide license to have access to and use the on-line, FTP electronic feed or CDROM products Hosted Services System and the APIs during the Term of this Agreement solely for the purposes of obtaining Hosted Services in accordance herewith including a right for Customer to permit Customer Agents and customers of Customer to use the Hosted Services System in accordance with and subject to this Agreement. All Hosted Services will be provided by ProQuest remote telecommunications from NAVITAIRE’s place of business, to you or through computers or servers owned or managed by or on behalf of Customer, Customer Agents or its and their authorized users, and Customer will not obtain possession of any tangible personal property as listed a result of the Hosted Services, such as electronic storage media unless expressly agreed in a Work Order or pursuant to an amendment to this Agreement. Subject to the attached Fee Schedule terms and conditions of this Agreement, attached invoice including without limitation, Section 9, Customer hereby grants to NAVITAIRE a limited, revocable, non-transferable, royalty-free license, without right to sub-license to reproduce, translate, encode, publish, use, and distribute Customer Data for the sole purpose of providing, and only to the extent necessary to provide, the Services to Customer. If and to the extent that Customer’s receipt of the Hosted Services requires NAVITAIRE to use certain trademarks, service marks, trade dress, logos, trade names, social media accounts (***** and other similar accounts), URL domain names and corporate names of Customer or accepted purchase order its licensors, together with all translations, adaptations, derivations, and combinations thereof (collectively, “Customer Marks”) and with respect to the "Products"use of the Customer Xxxx identified in Section 11 in accordance with such Section, Customer hereby grants to NAVITAIRE a limited, non-exclusive, nontransferable, revocable, royalty-free license, with no right to sublicense, to use Customer Marks solely for the limited purposes of the performance of this Agreement, including, without limitation, as contemplated by Section 11. NAVITAIRE’s license to use such Customer Marks is further conditioned upon NAVITAIRE’s compliance with all Customer guidelines, policies, rules and procedures or other instructions provided to NAVITAIRE by Customer relating to such Customer Marks (“Customer Xxxx Guidelines”). You do not acquire Customer reserves the right to add to, change, or discontinue the use of any ownership Customer Marks, on a selective or general basis, at any time. NAVITAIRE hereby acknowledges and agrees that all rights, title and interest or rights in Hosted Services Agreement FINAL and to Customer Marks are and shall remain the Products exclusive property of Customer and that any use thereof and goodwill associated materials and all such rights and interests remain in ProQuest therewith shall inure solely to the benefit of the Customer and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You NAVITAIRE agrees that it will not publishregister, broadcast or sell any materials retrieved through the Products adopt or use the materials any confusingly similar trade names, trademarks or insignia in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensorsjurisdiction. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems Except to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted authorized in Section 1 (d) 11, NAVITAIRE shall not combine any other xxxx, logo or trade name with any of Customer Marks without the prior written approval of Customer. Without limiting Customer’s rights and remedies, in the event that Customer notifies NAVITAIRE of any incorrect usage of such Customer Marks, NAVITAIRE shall immediately correct such usage as directed by Customer. NAVITAIRE shall provide to Customer a mock-up or other demonstration showing how each Customer Xxxx will be used and/or displayed by NAVITAIRE and Customer must approve such use in advance. Upon expiration or termination of this Agreement, the permission to use Customer Marks granted hereunder will immediately terminate and NAVITAIRE agrees to immediately cease its use of all Customer Marks. You represent Without limiting the foregoing, NAVITAIRE acknowledges and warrant agrees that, as between the parties, Customer owns all right, title, and interest in and to ProQuest that you will not use Customer Data, including all Intellectual Property Rights therein, irrespective of whether such Customer Data is stored via the Products Services, on the Hosted Services System or in any material retrieved from database created using the Products Hosted Services. If NAVITAIRE is deemed to create products have any ownership interest in Customer Data, including any and all derivative works, enhancements, or perform services which compete other modifications thereto (other than the formatting of how such Customer Data is entered, stored and/or displayed in or interfere with by the publications Hosted Services), then NAVITAIRE shall assign, and services hereby does assign, irrevocably and royalty-free, all of ProQuest such ownership interest or other rights exclusively to Customer or its licensors. c) Notwithstanding designee. NAVITAIRE shall, at Customer’s reasonable request and expense, complete, execute, and deliver any and all documents necessary to effect or perfect such assignments. Nothing in this Agreement constitutes the previous paragraph, if you represent grant of a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject general license to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mailCustomer Marks. All reproduction rights in and distribution to Customer Marks and Customer Data not expressly granted herein are reserved, no implied licenses are granted to NAVITAIRE by the terms of such printoutsthis Agreement, and all downloading and electronic storage of materials retrieved through the Products no license rights with respect to any Customer Marks or Customer Data shall be for your own internal created by implication or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelyestoppels. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Hosted Services Agreement (Frontier Group Holdings, Inc.)

License. (a) Subject to In accordance with the terms of this Agreement, ProQuest Information CMSI grants, and Learning Company ("ProQuest") hereby grants you Licensee accepts, a non-exclusive, exclusive and non-transferable license to have access to and use the onLicensed Products within the United States on the Equipment at the location(s) specified in Exhibit B for its own internal business purposes and the internal business purposes of Authorized Affiliates, and to permit its employees, or its agents (and employees or agents of Authorized Affiliates) to interact with the Software through remote computer terminals. Use of the Software for the internal business purposes of Licensee and Authorized Affiliates means that the Software may be used to support Licensee's core line of business, but the Software may not be used in a service bureau or similar environment for the purpose of supporting a core line of business of any third party. Software for use on a network system or other multi-lineuser environment may be used on only the number of terminals or workstations designated herein. This license specifically does not include any grant of rights to Licensee to write or otherwise utilize programs, FTP electronic feed other than those specifically authorized by CMSI, which assign or CDROM products provided introduce data to the Software's database. Licensee may prepare two backup copies of the Software and Documentation so long as such copies contain the proprietary notices appearing on the copies initially furnished to Licensee. Unless otherwise specified in this Agreement, Software shall be installed at the Site(s) (as established in Exhibit B hereto) on any computer system(s) with no more than the number of concurrent users specified in Exhibit A. Licensee shall ensure that all Authorized Affiliates, and their employees and agents, comply with the terms and conditions of this Agreement and the obligations of Licensee hereunder. (b) CMSI retains all rights to the Licensed Products not specifically granted to Licensee under this Agreement. All revisions, modifications and derivative works to the Software, Documentation or Source Code developed by ProQuest CMSI or any other party, including all updates, enhancements or modifications to you as listed the Licensed Products, and all Licensee Enhancements, will be the sole and exclusive property of CMSI and will be subject to all of the use and nondisclosure restrictions which apply to the Licensed Products under this Agreement. Licensee agrees to assign to CMSI in writing any proprietary interest which may be conferred upon Licensee by law in any such revisions, modifications, derivative works or Licensee Enhancements. (c) The license to the Software granted hereunder specifically excludes the right to use the Software to interface with the Internet or otherwise receive applications or any other information related to credit underwriting, by means of the Internet or any third party provider. If Licensee desires to expand its license to include such right, such right shall be subject to mutual written agreement between the parties. (d) If CMSI incorporates the software of any third parties in the attached Fee Schedule Software, attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must those third parties will be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems entitled to the extent benefit of the obligations incurred by Licensee under this Agreement with respect to the use and protection of such searches unduly burden ProQuest's systems (third-party software. Licensee also agrees to comply with the terms and conditions of any third party from which Licensee obtains software for use in connection with its use of the Software, including, but not limited to automated "bots" to, any obligations of confidentiality or link checkers). You nondisclosure by which Licensee may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere be bound with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use respect to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution software of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelythird party. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Software License Agreement (Credit Management Solutions Inc)

License. a) A. Subject to the End-User purchasing a license for each of its Authorized Users of the Service and Application (the “User License”) for an annual term (the “Term”) and paying all fees when due under the applicable Purchase Agreement, in accordance with the restrictions set forth herein, and the other terms and conditions of this License Agreement, ProQuest Information and Learning Company ("ProQuest") CIIS hereby grants you End-User, and by extension, its Authorized Users, a personal, non-exclusive, non-transferable transferable, limited license to have use in the United States only, any software provided to End-User by CIIS as a part of and/or in connection with the Service and Application (the “Software”), Additional User Licenses may be purchased by End-User during the annual term subject to a pro-rated annual fee, which User License terms shall be coterminous with licenses previously purchased during the Term. End-User shall not (and may not permit anyone else to) copy, modify, rent, loan, distribute, create a derivative work of, reverse engineer, decompile, or otherwise attempt to discover the source code (unless expressly permitted or required by law), sell, lease, sublicense, assign, grant a security interest in or otherwise transfer any right in the Software.. CIIS reserves the right to limit the number of Authorized Users that may access the Service or be associated with a device in its discretion. In addition, CIIS reserves the right to limit the number of PDF page templates that may be created annually by the Authorized Users. In the event the Authorized Users exceed the applicable PDF page transaction limit, End-User shall be responsible for the applicable fee set forth in the Product price sheet. THE USE OF THE SERVICE, THE SOFTWARE, OR ANY PART THEREOF, EXCEPT AS EXPRESSLY PERMITTED IN THIS LICENSE AGREEMENT IS STRICTLY PROHIBITED AND MAY INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF CIIS OR OTHER THIRD PARTIES AND MAY SUBJECT END-USER TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT. END-USER FURTHER AGREES AND ACCEPTS THAT THE SERVICE MAY NOT BE APPROPRIATE FOR THE MANAGEMENT, COLLECTION OR STORAGE OF CERTAIN HIGHLY CONFIDENTIAL OR SENSITIVE DATA OR DATA THAT MAY BE SUBJECT TO FEDERAL, STATE, OR LOCAL REGULATORY PROTECTION (THE “PROTECTED INFORMATION”). ANY USE OF THE SERVICE FOR THE MANAGEMENT, COLLECTION OR STORAGE OF PROTECTED INFORMATION IS SOLELY AT END-USER’S DIRECTION AND RISK. B. In relation to the Authorized Users, the End-User agrees that: 1. the maximum number of Authorized Users that it authorizes to access and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in Service shall not exceed the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users User Licenses it has purchased at the time of such access and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.use; b) You will use the Products solely for your own personal or internal use2. You it will not publishallow any User Licenses to be used by more than one individual Authorized User unless it has been reassigned in its entirety to another individual Authorized User, broadcast or sell in which case the prior Authorized User shall no longer have any materials retrieved through the Products right to access or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:Service;

Appears in 1 contract

Samples: License Agreement

License. aBuyer shall be granted a limited license, effective upon the failure to timely cure a Change in Control Breach, to make, use or sell any of the Xxxxx Product solely in conjunction with the sale of Buyer's products and in accordance with the terms and conditions of this Agreement. The term of the license shall be coterminous with this Agreement. In connection with such license, Buyer agrees (i) Subject not to compete with Seller in the sale of the Xxxxx Products other than in conjunction with the sale of Buyer's products, (ii) not to copy or disclose to third parties (except as described below), and to return to Seller all data, drawings, specifications, technical information, know-how and similar information concerning the Xxxxx Products (the "Confidential Product Information") following the expiration of such license, (iii) not to use, in any manner, any of Seller's trademarks in connection with Buyer's manufacture, use or sale of the Xxxxx Products, and (iv) to pay Seller a monthly royalty equal to the sum of the products obtained by multiplying the number of each of the Xxxxx Products sold during the previous month by the respective price Seller last charged Buyer for such Xxxxx Product by the respective royalty rate listed on EXHIBIT A hereto. The Confidential Product Information shall be placed in escrow following the execution and delivery of this Agreement, pursuant to the Escrow Agreement attached hereto a EXHIBIT H. Following the effective date of the license, Buyer shall be allowed to disclose the Confidential Product Information to third parties solely for the purpose of manufacturing the Xxxxx Products provided that such third parties sign and deliver to Seller a mutually agreeable limited license and confidentiality agreement which shall, without limitation, prohibit such third parties from disclosing the Confidential Product Information and from using such information for any purpose other than producing the Xxxxx Products for Buyer. The Buyer's license and any license of a third party supplier shall automatically terminate upon Buyer's breach or such supplier's breach of the respective agreements, which breach is not cured within thirty (30) days following written notice from Seller or their successor, and Seller shall be entitled to specific performance or injunctive relief enforcing such agreements. The terms of such license shall be in accordance with the Amended and Restated License Agreement which is attached hereto as EXHIBIT I. Notwithstanding the foregoing, Buyer's license to manufacture, use and sell Xxxxx Xxxx Machines (liquid) under the Amended and Restated License Agreement shall be limited in scope pursuant to the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) 4 of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Product Supply Agreement (Binks Sames Corp)

License. Use. (a) Subject This Appendix I shall govern the Fund’s use of electronic communications, information delivery, portfolio management and banking services, that The Bank of New York Mellon and its affiliates (“Custodian”) may provide to the Fund, such as The Bank of New York Mellon Inform TM and The Bank of New York Mellon CA$H-Register Plus®, and any computer software, proprietary data and documentation provided by Custodian to the Fund in connection therewith (collectively, the “Electronic Services”). In the event of any conflict between the terms of this AgreementAppendix I and the main body of this Agreement with respect to the Fund’s use of the Electronic Services, ProQuest Information the terms of this Appendix I shall control. (b) Custodian grants to the Fund a personal, nontransferable and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable nonexclusive license to have access to and use the on-lineElectronic Services to which the Fund subscribes solely for the purpose of transmitting instructions and information (“Written Instructions”), FTP electronic feed or CDROM products provided by ProQuest to you as listed obtaining reports, analyses and statements and other information and data, making inquiries and otherwise communicating with Custodian in connection with the Fund’s relationship with Custodian. The Fund shall use the Electronic Services solely for its own internal and proper business purposes and not in the attached Fee Schedule operation of a service bureau. Except as set forth herein, attached invoice no license or accepted purchase order (the "Products"). You do not acquire right of any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License kind is granted to you at your principal location with respect to the Electronic Services. The Fund acknowledges that Custodian and its suppliers retain and have title and exclusive proprietary rights to the Electronic Services, including any trade secrets or other ideas, concepts, know-how, methodologies, and information incorporated therein and the exclusive rights to any copyrights, trade dress, look and feel, trademarks and patents (including registrations and applications for registration of either), and other legal protections available in respect thereof. The Fund further acknowledges that all or a part of the Electronic Services may be copyrighted or trademarked (or a registration or claim made therefor) by Custodian or its suppliers. The Fund shall not take any action with respect to the Electronic Services inconsistent with the foregoing acknowledgments, nor shall the Fund attempt to decompile, reverse engineer or modify the Electronic Services. The Fund may not copy, distribute, sell, lease or provide, directly or indirectly, the Electronic Services or any portion thereof to any other person or entity without Custodian’s prior written consent. The Fund may not remove any statutory copyright notice or other notice included in the Electronic Services. The Fund shall reproduce any such notice on any reproduction of any portion of the Electronic Services and shall add any statutory copyright notice or other notice upon Custodian’s request. (c) Portions of the Electronic Services may contain, deliver or rely on data supplied by third parties (“Third Party Data”), such as pricing data and indicative data, and services supplied by third parties (“Third Party Services”) such as analytic and accounting services. Third Party Data and Third Party Services supplied hereunder are obtained from sources that Custodian believes to be reliable but are provided without any independent investigation by Custodian. Custodian and its suppliers do not represent or warrant that the Third Party Data or Third Party Services are correct, complete or current. Third Party Data and Third Party Services are proprietary to their suppliers, are provided solely for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or Fund’s internal use, and may not be reused, disseminated or redistributed in any form. You will The Fund shall not publish, broadcast or sell use any materials retrieved through the Products or use the materials Third Party Data in any manner that will infringe would act as a substitute for obtaining a license for the copyright or other proprietary right data directly from the supplier. Third Party Data and Third Party Services should not be used in making any investment decision. CUSTODIAN AND ITS SUPPLIERS ARE NOT RESPONSIBLE FOR ANY RESULTS OBTAINED FROM THE USE OF OR RELIANCE UPON THIRD PARTY DATA OR THIRD PARTY SERVICES. Custodian’s suppliers of ProQuest or its licensors. You may not use the Products to execute denial Third Party Data and Services are intended third party beneficiaries of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print this Section 1(c) and make copies of materials retrieved through the Products only as permitted in Section 1 5 below. (d) The Fund understands and agrees that any links in the Electronic Services to Internet sites may be to sites sponsored and maintained by third parties. Custodian make no guarantees, representations or warranties concerning the information contained in any third party site (including without limitation that such information is correct, current, complete or free of this Agreement. You represent and warrant to ProQuest that you will not use the Products viruses or other contamination), or any material retrieved from the Products to create products or perform services which compete sold through third party sites. All such links to third party Internet sites are provided solely as a convenience to the Fund and the Fund accesses and uses such sites at its own risk. A link in the Electronic Services to a third party site does not constitute Custodian’s endorsement, authorization or interfere with the publications sponsorship of such site or any products and services of ProQuest or its licensorsavailable from such site. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Custody Agreement (Ook Inc)

License. a) Subject to the terms of this Agreementyour compliance with these Terms, ProQuest Information and Learning Company ("ProQuest") we hereby grants grant you a non-exclusive, non-transferable right to access and use the Services, solely and strictly for the purpose of raising contributions for the Organization and/or collecting payments for services or products provided by the Organization, in each case in accordance with these Terms. You understand and agree that the Services are provided under license to you, not being sold to you, and you do not gain any ownership interest of any kind in the Services under these Terms. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire Services, to users, including registered users. Vanco does not make any representations or guarantees regarding uptime or availability of the Services. You are responsible for: • Making all arrangements necessary for you to have access to the Services. • Ensuring that all persons who access the Services through your internet connection are aware of these Terms and comply with them. We may block, limit or terminate your access to the Services for any reason, including if: (i) you violate these Terms; (ii) you violate any applicable law or regulation relating to your use of the on-lineServices; (iii) you engage in any conduct which we, FTP electronic feed in our sole discretion, believe is offensive, harmful, defamatory or CDROM products provided by ProQuest otherwise harmful to us or others; or (iv) you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products")breach any other agreement with us. You do not acquire any ownership interest or rights in the Products The fees and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location term for the type(s) of access (whether remote or onServices are set forth at sign-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensorsup. You may not use also be responsible for one-time set up fees, processing fees, or other fees, which are necessary to provide you the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers)Services. You may print also be offered the ability to add-on additional solutions to your subscription which incur one-time equipment fees and/or maintenance fees, in addition to the fees associated with your subscription. Such fees will be described when you register to use the Services. Your agreement to these Terms becomes binding upon clicking “I Accept.” Upon terminating a subscription, your account and make copies the Services will become unusable. Users are not entitled to any refund of materials retrieved through subscription fees. Vanco is under no further obligations to you upon your termination of the Products only as permitted in Section 1 (d) of this Agreementsubscription. Vanco reserves the right to cancel subscriptions at any time for any reason. In order to purchase a subscription to the Services or other related Vanco services you may be asked to supply certain relevant information, including your bank account information, credit or payment card number and expiration date or similar payment information, and your billing address. You represent and warrant to ProQuest that you will not have the right to use the Products any credit or any material retrieved from the Products to create products payment card or perform services which compete or interfere other payment mechanism that you submit in connection with the publications purchase of a subscription and services of ProQuest that you have all authority necessary to purchase a subscription using the credit card or its licensors. c) Notwithstanding the previous paragraph, if payment mechanism that you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and submit. By submitting such information, then, subject you xxxxx Xxxxx the right to any special restrictions provide such information to third parties for the purposes of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-sitefacilitating your purchase. You will limit such use to the customary services provided to patrons acknowledge and agree that Xxxxx is not responsible for how any third party credit card or other payment method processor transmits, stores, uses or shares your information. You agree that we may communicate with you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, any and all downloading contact information and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as methods you provide to create a collection of materials comprising all or part of the Products is strictly prohibited whether or us, including but not such collection is in electronic or print form. Notwithstanding the above restrictionslimited to text message, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United Statesemail, Englandtelephone, or German Copyright Law respectivelysocial media account, fax, and/or postal mail. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Terms of Service

License. Subject to Subscriber’s payment of all applicable fees to GOSECURE and Subscriber’s acceptance of and compliance with all the terms and conditions of the Agreement, GOSECURE hereby grants to Subscriber, during the Term, and for Subscriber’s internal business purposes only, a limited, revocable, personal, non-sub-licensable, non-transferable, non-assignable and non-exclusive license (the “License”) to (a) Subject install, where applicable, and/or use one copy of the Software (unless the Quotation permits multiple copies) for Subscriber’s internal use only and only for its intended purpose(s) in accordance with GOSECURE’s user documentation and the Agreement; and (b) use the Service, Deliverables and Hardware only for Subscriber’s internal use, and only for its intended purpose(s) in accordance with GOSECURE’s user documentation and the Agreement. The Software, Service and any Deliverables are licensed, not sold, to Subscriber for use only under the terms of this the Agreement; ownership of the Software, ProQuest Information Service and Learning Company ("ProQuest") hereby grants you Deliverables remains at all times with GOSECURE or its suppliers/licensors. The terms of the XXXX will govern any Upgrades and Updates provided by GOSECURE that replace and/or supplement the original Software, Service, Deliverables and/or Hardware, unless such upgrade or update is accompanied by a non-exclusive, non-transferable separate license to have in which case the terms of that license will govern. The Software and access to and use the on-lineService and/or Deliverables are limited to the number of personal computers, FTP electronic feed licensed workstations, subscriptions, mailboxes users, seats or CDROM products provided by ProQuest to you as listed in any other device that accesses the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only)internet, number of simultaneous users servers, or IP addresses, as reflected in the Quotation, SOW or Web Purchase (collectively the “Seats” or “Users”), as well as the functionality, term periods, applications, modules, the amount of data or data capture rates, and/or special options paid for by Subscriber and authorized by XXXXXXXX as reflected in the network configuration specified on Quotation, SOW or Web Purchase. Subscriber will notify GOSECURE in advance of having actual Seats that exceeds the Fee Schedule; maximum number of Seats permitted in the Quotation, SOW or Web Purchase and GOSECURE will charge Subscriber for the additional authorized sites Seats. Upon termination or locations must be listed on Subscriber’s breach of the Additional Sites/Member Libraries Schedule. b) You will license or the Agreement, Subscriber no longer has any right to use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensorsSoftware and/or Service. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: End User License Agreement

License. a) LICENSOR hereby grants to the Licensee a royalty-bearing, an exclusive right and license License under the Licensed Subject Matter to manufacture, have manufactured, and/or Sell the Licensed Products within the Licensed Territory for use within the Licensed Field. This grant is subject to the payment by the Licensee to the University of all consideration as provided herein, and is further subject to rights retained by the University to: Publish the general scientific findings from research related to the Licensed Subject Matter subject to the terms of Article Publication; and Use the Licensed Subject Matter for research and education purposes and for its own internal academic purposes. The University LICENSOR hereby grants, to LICENSEE and its Associates, and LICENSEE hereby accepts from LICENSOR, as of the Effective Date of this Agreement, ProQuest a royalty-bearing, the exclusive nontransferable, nonassignable right and license to and under the Licensed Invention(s) and Patent Rights and to make, have made, use, sell, have sold and offer for sale the Licensed Product(s); and make, have made, use, sell, have sold and offer for sale any product based on Licensed Process(es); in the Licensed Field within the Territory. This grant is subject to the payment by the Licensee to the University of all consideration as provided herein, and is further subject to rights retained by the University to use the Licensed Subject Matter for research and education purposes and for its own internal academic purposes. The grant of rights shall be limited by and subject to the right of LICENSOR, its employees, officers, agents and students to use the Licensed Invention(s), Licensor Information and Learning Company Patent Rights for ("ProQuest"i) hereby grants you obtaining funds from any source for additional research, (ii) research, (iii) teaching and (iv) noncommercial purposes. In the event LICENSEE or a non-exclusive, non-transferable license sublicensee fails to have access to and use sell Licensed Product(s) or Services within four (4) years of the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) Effective Date of this Agreement, LICENSOR, in its sole discretion, may convert this license to a nonexclusive license. You represent and warrant to ProQuest that you will not use In the Products event LICENSEE ceases or any material retrieved from the Products to create products fails to: make, have made, use, sell, have sold or perform services which compete or interfere with for sale the publications Licensed Product(s), for a period in excess of five (5) years, the right and services license granted to LICENSEE under this Agreement shall revert to LICENSOR and LICENSEE’s exclusive license to the Licensed Product(s) and Process(es), shall terminate immediately. LICENSEE shall notify LICENSOR immediately of ProQuest or its licensors. c) Notwithstanding any cessation identified above and shall be allowed to sell the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions inventory of the copyright owner, you may provide public access to and retrieval of data and information through the Products by Licensed Product(s) or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) products derived through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(sLicensed Process(es) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing in LICENSEE’s possession at such time in accordance with the on-line products through your designated secure access method(s). The term "Authorized User" means:provisions set forth in agreement.

Appears in 1 contract

Samples: Technology License Agreement

License. a) Subject Notwithstanding that Grantor hereby presently grants to Trustee for the benefit of Lender an outright, immediate, continuing and absolute assignment of the Rents and Leases and not merely the collateral assignment of, or the grant of a lien or security interest in, the Rents and Leases, Trustee on behalf of Lender hereby grants to Grantor and its successors and not to any tenant or any other person, a revocable license to collect and receive the Rents and to retain, use and enjoy the same and otherwise exercise all rights as landlord under any Lease, in each case subject to the terms hereof and of this the Loan Agreement. Upon the occurrence and during the continuance of any Event of Default, ProQuest Information (a) the license granted herein to Grantor shall immediately and Learning Company automatically cease and terminate and shall be void and of no further force or effect, ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products Lender shall immediately be entitled to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading possession of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited Rents (whether or not Lender enters upon or takes control of the Property) and (c) at the request of Lender, Grantor shall deliver written notice to all tenants and subtenants under any of the Leases either (i) notifying such collection is tenants and subtenants that all Rent due under the Leases shall continue to be paid to the Cash Management Account or (ii) instructing such tenants and subtenants to remit all Rents due under the Leases to such other account as Lender shall notify Grantor in electronic or print formwriting provided that, if such Event of Default ceases to exist, the license described in the foregoing clause (a) shall automatically be reinstated. Notwithstanding the above restrictionssaid license, this paragraph shall not restrict your use upon acceleration of the materials Loan following an Event of Default, Grantor agrees that Lender, and not Grantor, shall be deemed to be the creditor of each tenant or subtenant under any Lease in respect to assignments for the benefit of creditors and bankruptcy, reorganization, insolvency, dissolution or receivership proceedings affecting such tenant or subtenant (without obligation on the part of Lender, however, to file or make timely filings of claims in such proceedings or otherwise to pursue creditors' rights therein), with an option to apply in accordance with the Loan Documents any money received from such tenant or subtenant in reduction of any amounts due under the doctrines Loan Documents. Upon the occurrence and during the continuance of "fair use" or "fair dealing" as defined under the laws an Event of Default, any portion of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use Rents held by Grantor shall be displayed on held in trust for the computer screen displays associated with such content and shall not materially alter your benefit of Lender for use in the payment of the ProductsIndebtedness. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Deed of Trust, Assignment of Rents and Leases, Collateral Assignment of Property Agreements, Security Agreement and Fixture Filing (Glimcher Realty Trust)

License. a) Subject to the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") 1. VOMI hereby grants you to Licensee a non-exclusive, non-transferable license and right to have access to and use the on-line, FTP electronic feed or CDROM products promote a limited number of events provided by ProQuest VOMI and to you as listed use copyrighted VOMI Event Materials and any modifications thereto that are subsequently made by VOMI during the Term, strictly in accordance with the terms and conditions set forth herein and for no other purposes. 2. The license shall terminate contemporaneously with the expiration or earlier termination of this Agreement. 3. Licensee expressly acknowledges VOMI’s ownership of all rights, title and interest, including copyrights, in the attached Fee Schedule VOMI Event Materials , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products VOMI Course Materials, and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only)Other VOMI Services Materials, number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe except where the copyright or other proprietary right of ProQuest or its licensorsanother party is expressly noted. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (Unless otherwise noted, all materials, including, but not limited to automated to, all text, editorial content, images, graphics, logos, illustrations, photographs, video, audio, and other materials, as well as the designs, icons, layout, "botslook and feel," or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions all other graphical elements of the copyright owner, you may provide public access to VOMI Web site and retrieval of data all related code and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printoutssoftware, and all downloading copyrights, trademarks, service marks, tradenames, patents and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts other intellectual property rights in any of the Products in a systematic foregoing (collectively, the “VOMI Materials”) are the sole and exclusive property of VOMI (or regular manner so as to create a collection of materials comprising all its subsidiaries, affiliates, or part designees) or its third-party licensors, and are protected by U.S. laws and international treaties. By indicating that you accept these terms, you do not become the owner of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictionsVOMI Materials, this paragraph shall not restrict your but are entitled to use of the materials them as specifically permitted under the doctrines terms of "fair use" this Agreement and subject to all additional intellectual property notices, information or "fair dealing" as defined under the laws of the United States, England, restrictions accessed through our Website or German Copyright Law respectivelyany Alternate VOMI Platform. e) Individual content providers or licensors 4. Licensee may have conditions not use VOMI , VOMCI and VOMAA Marks for any purpose other than in conjunction with the promotion and sale of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the ProductsVOMI Events. f) If your subscription allows you 5. VOMI MAKES NO WARRANTY THAT EVERY VOMI EVENT AND OTHER VOMI SERVICE THAT IS CURRENTLY AVAILABLE UNDER THIS LICENSE WILL BE AVAILABLE THROUGHOUT THE TERM OF THIS AGREEMENT. VOMI shall notify Licensee if any new VOMI Events, VOMI Programs, and Other VOMI Services become available under this license. 6. Licensee may not commingle or bundle VOMI Events, VOMI Programs, and Other VOMI Services with non-VOMI events, programs and other services for promotion and sale to provide remote access to the Productsany of its prospective, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers current and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:future clients.

Appears in 1 contract

Samples: License Agreement

License. (a) Subject Symantec hereby grants You a nonexclusive, nontransferable license during the Service Period to access and use the Service, and any related client Software provided by Symantec, solely in accordance with the terms and conditions of this Agreement, ProQuest Information . You may use the Service and Learning Company Software on Your Devices in accordance with the Service documentation or the applicable transaction documentation from the authorized distributor or reseller from which You obtained the Service. ("ProQuest"b) hereby grants you a non-exclusive, non-transferable license to have The client Software and access to the Service is licensed, not sold. Symantec and use the onits third-lineparty licensors shall retain all right, FTP electronic feed or CDROM products provided by ProQuest to you as listed title and interest in the attached Fee Schedule Software and Service, attached invoice or accepted purchase order (including without limitation all intellectual property rights embodied therein. In addition, all materials included with the "Products")Software and Service, including all trademarks, service marks, and trade names are the property of Symantec and its third-party licensors. You do not acquire any ownership interest rights, express or rights implied, in the Products Software and associated materials and all such rights and interests remain Service, other than those specified in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedulethis Agreement. b(c) To the extent permissible by applicable law, You will may not, nor may You permit any other person or entity to: − sublicense, redistribute or lease any portion of the Service; − reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the Products solely for your own personal Software or internal useService; − copy, reproduce, capture, store, retransmit, distribute, or burn to CD (or any other format) any copyrighted content that You access or receive while using the Software or Service. You will not publish, broadcast or sell assume all risk and liability for any materials retrieved through the Products or such prohibited use the materials in any manner that will infringe of copyrighted material; − delete the copyright or other proprietary right of ProQuest rights on the Software or its licensors. You may not Service; − use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to Service or Software for any commercial use, it being understood that the extent such searches unduly burden ProQuest's systems (includingSoftware and Service is for personal, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not non-commercial use only; − use the Products Software or any material retrieved from Service if You are under the Products to create products age of 18 years old; − remove, circumvent, disable, damage or perform services which compete or otherwise interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or nonsecurity-profit institution allowing public access to data and information, then, subject to any special restrictions related features of the copyright ownerSoftware or Service, you may provide public access to and retrieval features that prevent or restrict use or copying of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimileSoftware, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through features that enforce limitations on the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials Service; − to harvest or otherwise collect information about individuals, including email addresses or phone numbers, without their explicit consent or under false pretenses; − reverse engineer, decompile, disassemble or otherwise attempt to discover the doctrines of "fair use" or "fair dealing" as defined under the laws source code of the United StatesService or Software or any part thereof; or − modify, Englandadapt, translate or German Copyright Law respectivelycreate derivative works based upon the Software or Service or any part thereof. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Terms of Service and End User License Agreement

License. (a) Subject For activities in the fields of (i) oil-field equipment and the well-servicing industry, which include the design, engineering, manufacturing, assembling, rental, maintenance, service and sale of products and equipment for coiled tubing, acidizing, fracturing, pumping (including nitrogen pumping equipment), seismic equipment systems, silicon controlled rectifiers, and switchgear equipment, and (ii) railcar movers (collectively, the “Field of Use”), Sellers hereby grant effective as of the Effective Time to the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby grants you Buyer a non-exclusive, nonroyalty free, world-transferable wide, irrevocable license to have access to and use the on-linemxxx XXXXXXX & SXXXXXXXX, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order that such use must comprise SXXXXXX & SXXXXXXXX WELL SERVICING PRODUCTS and/or SXXXXXX & SXXXXXXXX ENGINEERED PRODUCTS (the "Products"“Permitted Names”). You do not acquire any ownership interest Buyer may transfer or sublicense all of its rights as a licensee to use the Permitted Names to a purchaser of all or substantially all of the Business, whereupon Buyer shall have no retained rights in the Products Permitted Names; provided, that such purchaser’s rights shall be subject to the terms and associated materials and all conditions set forth in this Section 2.12; provided, further, that such rights and interests remain in ProQuest and its licensors. This License transfer or sublicense shall be subject to the Consent of Parent, which shall not be unreasonably withheld or delayed, unless such transferee or licensee is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be such time a public company whose stock is listed on the Additional Sites/Member Libraries ScheduleNYSE, AMEX, or Nasdaq in which case the Consent of Parent will not be required. (b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems Notwithstanding anything to the extent such searches unduly burden ProQuest's systems contrary in this Agreement, (includingi) the licenses granted in this Section 2.12 exclude, but without limitation, any logo of the Sellers or their Affiliates and (ii) the Field of Use excludes, and the licenses do not limited extend to, (A) all businesses of the Sellers not transferred to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only Buyer except as permitted described in Section 1 2.12(a) above, or (dB) the distribution and service of this Agreement. You represent engines and warrant to ProQuest that you will not use transmissions, the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications packaging of gas compression units, mud pumps, generator packages and services of ProQuest or its licensorsrig re-power packages. (c) Notwithstanding the previous paragraphBuyer may not, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless as a trade name or otherwise, use the Permitted Names in connection with any goods or services not specifically authorized by ProQuestpermitted under Sections 2.12(a) or (b). (d) You Buyer may create printouts use all signage, stationery, marketing collateral, and similar materials in stock at Closing provided Buyer stamps or otherwise designates on the first page of materials retrieved through the each such material or on such signage that “Sxxxxxx & Sxxxxxxxx Well Servicing Company (or, if applicable, Sxxxxxx & Sxxxxxxxx Engineered Products via on-line printingCompany) is a Pxxxxx Group company (or, off-line printingif applicable, facsimile, or electronic maila successor thereof).” Buyer will take such actions as soon as practicable after Closing. All reproduction and distribution of such printoutsnew or replacement printed literature reflecting the Permitted Names, and as well as all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts other use of the Products Permitted Names, shall have the same designation printed or otherwise permanently displayed thereon. (e) Notwithstanding any provision of this Agreement to the contrary, Sellers reserve the licensable and transferable right to use the mxxx XXXXXXX & SXXXXXXXX in a systematic all respects, except that Sellers (i) will not use or regular manner so license for use by others the mxxx XXXXXXX & SXXXXXXXX to be used as to create a collection of materials comprising all or part of the Products is strictly prohibited whether Permitted Names or in combination with “WELL SERVICING” or “ENGINEERED PRODUCTS”, and (ii) will not such collection is use or license for use by others the mxxx XXXXXXX & SXXXXXXXX for the design, engineering, manufacture, assembly, rental or sale of (A) well-servicing equipment for coiled tubing, acidizing, fracturing, or cement or nitrogen pumping, (B) railcar movers, (C) seismic equipment systems, (D) silicon controlled rectifiers and (E) switchgear equipment within the Field of Use. For the avoidance of doubt, the restrictions in electronic or print form. Notwithstanding the clause (ii) above restrictions, this paragraph shall do not restrict your Sellers’ right to use or license for use by others the mxxx XXXXXXX & SXXXXXXXX (other than in the Permitted Names or in combination with “WELL SERVICING” or “ENGINEERED PRODUCTS”) in respect of parts or service. Neither Buyer nor any of his Affiliates shall take any action to suggest to the public that Buyer or any of his Affiliates or their goods or services are in any way affiliated with or sponsored by Sellers, their Affiliates or other licensees of the mxxx XXXXXXX & SXXXXXXXX, and no Seller nor any of its Affiliates shall take any action, and Sellers shall require that any other licensee of the mxxx XXXXXXX & SXXXXXXXX agree not to take any action, to suggest to the public that any Seller, or any licensee, or any of their Affiliates or their goods or services are in any way affiliated with or sponsored by Buyer or any of its Affiliates. Sellers make no warranty as to the protectability of the Permitted Names. Buyer shall have no recourse against Sellers arising from Buyer’s use of the materials license granted in this Section 2.12 or the Permitted Names other than recourse arising from a breach by Sellers of this Section 2.12(e). Nothing in this Section 2.12 shall limit or restrict Buyer’s rights against Sellers under the doctrines any other provisions of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelythis Agreement. e(f) Individual content providers or licensors Sellers grant to Buyer whatever rights Sellers may have conditions against any third party who uses the Permitted Names, except that Buyer may not in any action seek recovery of use applicable solely monetary remedies to their content. Such conditions of use shall be displayed on the computer screen displays associated with Sellers resulting from such content and shall not materially alter your third party’s use of the Products. fPermitted Names. Buyer shall reimburse Sellers for all out-of-pocket expenses (including reasonable attorneys fees) If your subscription allows you incurred as a consequence of Sellers’ involuntary participation (whether as a party, as a participant in discovery, or otherwise) in any action concerning the rights granted to provide remote access Buyer in this Section 2.12 to the Products, you will limit access to extent not occasioned by Sellers’ non-compliance with the Products to Authorized Users (defined below) through the use provisions of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:this Section 2.12.

Appears in 1 contract

Samples: Asset Purchase Agreement (Stewart & Stevenson LLC)

License. 2.1 GENERAL hereby grants PALOMAR and its AFFILIATES, subject to the rights of the United States Government: (a) Subject an exclusive, worldwide, royalty-bearing, transferable (to the extent permitted in Paragraph 9.8) license in the LICENSE FIELD under GENERAL’s rights in the PATENT RIGHTS to make, have made, use, import, sell and offer for sale PRODUCTS and to use, perform, sell and offer for sale SERVICES; (b) the right to sublicense PATENT RIGHTS licensed to PALOMAR under Paragraph 2.1(a) ** to make, have made, use, import, sell and offer for sale PRODUCTS and to use, perform, sell and offer for sale SERVICES; provided that each such sublicense granted hereunder shall be consistent with and comply with the terms of this Agreement that are relevant to the SUBLICENSEE and shall incorporate terms and conditions sufficient to enable PALOMAR to comply with this Agreement, ProQuest Information and Learning Company . **; and ("ProQuest"c) hereby grants you a non-exclusive, non-transferable sublicenseable (except as set forth below), worldwide, perpetual, irrevocable, royalty-free, fully paid up license in all fields under GENERAL’s rights in PHOTON RECYCLING PATENT RIGHTS to make, have access made, use, import, sell and offer for sale products and to perform services. All licenses pursuant to this Paragraph 2.1 are subject to the rights, conditions and use the on-line, FTP electronic feed or CDROM products provided limitations imposed by ProQuest U.S. law with respect to you as listed inventions made in the attached Fee Schedule performance of federally funded research. Notwithstanding anything to the contrary contained herein, attached invoice or accepted purchase order (the "Products"). You do not acquire Parties acknowledge and agree that any ownership interest or and all sublicenses to GENERAL’s rights in the Products PHOTON RECYCLING PATENT RIGHTS granted by PALOMAR and associated materials in effect as of the EFFECTIVE DATE shall remain valid and all such rights in full force and interests remain in ProQuest effect ** ** This material was omitted pursuant to a request for confidential treatment and its licensorswas separately filed with the SEC on March 20, 2008. This License is granted 5 The foregoing licenses to you at your principal location for sell PRODUCTS and perform SERVICES include without limitation the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems grant to the extent purchasers of such searches unduly burden ProQuest's systems PRODUCTS or SERVICES the right to use such purchased PRODUCTS or SERVICES in a method coming within the scope of any PATENT RIGHTS or PHOTON RECYCLING PATENT RIGHTS. PALOMAR shall provide the members of the staff of the Office of Corporate Sponsored Research & Licensing (including, but not limited to automated "bots" or link checkers). You may print “CSRL”) and make copies of materials retrieved through the Products only as permitted in Section 1 Office of the General Counsel of GENERAL with an unredacted copy of any sublicense agreement for its SUBLICENSEES within thirty (d30) days of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, thenexecution, subject to any special restrictions the execution by GENERAL, on the one hand, and PALOMAR, on the other hand, of a written non-disclosure agreement in the form attached hereto as Exhibit A, protecting on behalf of PALOMAR the confidentiality of the copyright owner, you may provide public access to terms and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution existence of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelysublicense agreement. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: License Agreement (Palomar Medical Technologies Inc)

License. (a) Subject Licensor hereby grants to Licensee an exclusive (subject to Section 1(b) herein) perpetual, royalty-free, and sub-licenseable (on terms and conditions substantially consistent herewith) right and license to use the trademarks and related registrations identified on Exhibit A (collectively, the “Trademarks”) in and throughout the United States, its territories and possessions and Puerto Rico: (i) as part of Licensee’s corporate name and tradename, (ii) upon or in connection with footwear and related goods and services including, without limitation, athletic, casual and post-operative shoes, shoe accessories and socks that are intended to meet the medical needs of individuals with specific footwear problems such as those related to diabetes (collectively, “Footwear”), and (iii) in connection with the manufacturing, sale and distribution of Footwear through any channel of sale (e.g., direct, indirect, online, etc.), whether by Licensee or its suppliers, wholesalers, distributors or retailers. (b) Notwithstanding the foregoing, Licensor shall have a limited right to continue use of the Trademarks in connection with Footwear solely with respect to direct sales thereof to (i) customers that have made purchases from Licensor prior to the terms of this AgreementEffective Date, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order extent identified on Exhibit B (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only“Existing Customers”), number and (ii) new customers obtained from and after the Effective Date that operate retail stores with no more than six (6) locations for re-sale of simultaneous users and such Footwear to the network configuration specified on general public from such retail locations (the Fee Schedule“New Customers” and, collectively with the Existing Customers, the “Customers”); additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publishprovided, broadcast or sell any materials retrieved through the Products or use the materials in any manner however, that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may Licensor shall not use the Products Trademarks in connection with sales of Footwear to execute denial any third party (other than Existing Customers) that has or does purchase Footwear from Licensee. For the avoidance of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (includingdoubt, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only except as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest 1(b), Licensor agrees that you will it shall not otherwise use the Products or any material retrieved from the Products Trademarks (e.g., Licensor shall not sell directly to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraphindividuals, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information conduct sales through the Products by Internet or for walk-in public users while on-siteecommerce technologies, sell Footwear to or through wholesalers or distributors, etc.). You will limit such use to Notwithstanding Section 2(b)(ii), Licensor and Licensee agree and acknowledge that the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You New Customers may create printouts of materials retrieved sell Footwear through the Products via on-line printingInternet or ecommerce technologies; provided, off-line printinghowever, facsimile, or electronic mail. All reproduction that any such sales shall be ancillary to such New Customers’ retail operations and distribution not a material portion of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelyNew Customers’ revenue. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Exclusive Trademark License Agreement (George Foreman Enterprises Inc)

License. a) Subject to the terms and conditions of this AgreementAgreement (including but not limited to Section 8.2 below), ProQuest Information and Learning Company ("ProQuest") ARTERA hereby grants you to FAIRPOINT and its Affiliates during the term of this Agreement (a) an exclusive license to market the Licensed Products through the Market to End Users in the Territory; and (b) a non-exclusive, non-transferable exclusive license to have access market the Licensed Products to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed End Users through Customers in the attached Fee Schedule Territory other than Market Members, attached invoice or accepted purchase order subject to ARTERA's consent pursuant to Section 2.2 below. FAIRPOINT's License with respect to the Market shall be exclusive as to all others, including ARTERA. For purposes of the exclusive license granted by clause (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensorsa) above, a CLEC that is an Affiliate of a Market Member shall be considered a Market Member subject to FAIRPOINT's exclusive rights. This License is granted intended to you at your principal location grant to FAIRPOINT all rights necessary for it to market the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Licensed Products to execute denial of service attacks nor may you perform automated searches against ProQuestEnd Users through FAIRPOINT's systems Customers, including the right to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of the End User Software to be provided to End Users; to be paid and retain all End User License Fees (including the right to be paid and retain all continuing monthly End User License Fees paid for the entire term of an End User's ARTERA License so long as ARTERA's End User License was entered into during the term of FAIRPOINT's License under this Agreement); to enter into sublicenses or other agreements with its Customers consistent with this Agreement; to reproduce, copy and distribute ARTERA's Licensed Product(s) documentation, product descriptions and promotional materials; and to modify such materials retrieved as requested by Customers (subject to the limitations and requirements of Sections 2.6 and 2.7 below) for the purpose of providing necessary access through the CRM System or identifying the Customer in connection with the Licensed Product. This License conveys no right to modify the Licensed Products, to prepare derivative works of or modifications to the Licensed Products, to use the Licensed Products only for FAIRPOINT's own purposes, or to sell or copy the Licensed Products for any purpose other than for delivery to FAIRPOINT's Customers or their End Users, as permitted in Section 1 (d) of contemplated by this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Exclusive Marketing License Agreement (NCT Group Inc)

License. a) Subject to the terms and conditions of this Agreement: a. DCCI grants to Cross a non-transferable and exclusive (as provided in Section 7 below) license to use DCCI's Decoder Software only in the Pens manufactured and distributed to the public during the Term and in the Territory. b. Cross grants to DCCI, ProQuest Information on terms consistent with those afforded by Cross to its usual retailers, a non-transferable and Learning Company ("ProQuest"non-exclusive license to sell the Pens, should DCCI decide to do so, during the Term and in the Territory, either directly to customers or through any other channel(s) hereby of distribution. c. DCCI grants you Cross a royalty-free, non-exclusive, non-transferable license to have access use DCCI's name, logo, trademarks and/or service marks, and all other such DCCI images (as set forth on Exhibit A attached hereto and hereafter any other DCCI marks or images for which DCCI gives its express written permission as may be amended from time to and use the ontime on prior written notice to Cross) ("X-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "ProductsXxxxx"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location , for the type(s) of access (whether remote or on-site only), number of simultaneous users purposes set forth in and under the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) terms of this Agreement. You represent and warrant If such express written permission is not given to ProQuest that you Cross from DCCI within three (3) business days from DCCI's receipt of a written request from Cross for such express written permission then such consent will not use the Products or any material retrieved deemed to have been received by Cross from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-siteDCCI. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your Cross' use of the materials under X-Xxxxx will be limited to the doctrines of "fair use" or "fair dealing" as defined under the laws purposes described in this Agreement. Cross agrees that ownership of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable X-Xxxxx will remain solely to their contentwith DCCI. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your Cross further agrees that its use of the Products. f) If your subscription allows you to provide remote access to X-Xxxxx will maintain the Products, you will limit access to high standard with which DCCI has maintained the Products to Authorized Users (defined below) through X-Xxxxx and that the use of user identification numbers the X-Xxxxx will be subject to DCCI's Trademark Use Guidelines as are in effect, which from time to time may be amended and passwordswhich such amendments will be provided to Cross. Cross will not be responsible for prosecuting any infringement of a DCCI xxxx or a D-Xxxx. DCCI shall vigorously defend the DCCI marks and the X-Xxxxx and keep the same registered at all times. All Cross Pen materials shall display a DCCI xxxx or D-Xxxx, IP address verification which shall be subject to the prior written approval of DCCI, which approval will not be unreasonably withheld or other secure method of user verification. You will immediately notify ProQuest if you believe one delayed and such DCCI xxxx or more of your secure access method(s) is being misusedX-Xxxxx shall be prominently displayed. If you authorize fee-per-article access such prior written approval is not given to materials outside your subscription bundle, you are responsible Cross from DCCI within three (3) business days from DCCI's receipt of a written request from Cross for all charges incurred such written approval then such approval will be deemed to have received by users accessing the on-line products through your designated secure access method(s)Cross from DCCI. The term parties approve use on the Pens of the D-Xxxx and the Xxxxx xxxx in the form of the clip on the body of the Pen having the word "Authorized UserCross" meansstamped on the length of the clip as the xxxx customarily appears on other Cross pens and having the clip terminate in the form of a ":C" emblem such ":C" emblem being no less prominent than the letter "C" in the word Cross and in any event legible to an average viewer. The parties agree that the configuration of marks described in the immediately preceding sentence will be the only marks or logos on the Pens unless the parties agree otherwise in writing; provided, however, that DCCI consent will not be required if content providers (who are operating under a current fully executed written license agreement with DCCI) request a particular logo to be placed on the Pen.

Appears in 1 contract

Samples: Licensing Agreement (Digitalconvergence Com Inc)

License. a) Subject to the terms and conditions of this AgreementAgreement (including but not limited to paragraph 7(b)), ProQuest Information and Learning Company ("ProQuest") hereby payment of the consideration specified in paragraph 3 below in accordance with the provisions of that paragraph, IpLearn grants you to Licensee a worldwide, non-exclusive, non-transferable license (except as provided in paragraph 8 below), license, without the right to have access sublicense (except as provided in paragraph 4 below), to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as patents listed in the attached Fee Schedule Exhibit A, attached invoice together with all continuations, continuations-in-part, divisionals, reissues, reexaminations, or accepted purchase order foreign counterparts of those patents ("Licensed Patents") to make, have made, use, offer to sell, sell and otherwise distribute and import products and services developed by Licensee or distributed under Licensee's brand (the "Licensed Products"). You do not acquire any ownership interest or rights in The Parties agree that the Products first sale doctrine and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted patent exhaustion shall be deemed to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems apply to the extent such searches unduly burden ProQuestLicensed Patents with respect to the sale or distribution of Licensed Products sold or distributed by Licensee. Accordingly, the parties agree and acknowledge that the license granted in this Agreement will cover the use by all of DigitalThink's systems (includingdirect or indirect customers, but not limited distributors, resellers, service providers and other users and/or licensees of the Licensed Products sold or otherwise distributed by DigitalThink pursuant to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent For further clarification of the above sentence, and warrant not by way of limitation, the Parties agree and acknowledge that DigitalThink's direct and indirect customers and sublicensees (including EDS and its direct and indirect wholly-owned subsidiaries, and BearingPoint and its affiliates) have the right to ProQuest that you will not use the Products or any material retrieved from the Products use, offer to create sell, sell, customize, provide products or perform services which compete or interfere with the publications and services utilizing, and otherwise distribute and import the Licensed Products. DigitalThink acknowledges and agrees that the licenses granted hereunder are intended to cover only the products of ProQuest or its licensors. c) Notwithstanding the previous paragraphDigitalThink, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access and are not intended to data and information, then, subject to any special restrictions cover manufacturing activities that DigitalThink may undertake on behalf of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly(patent laundering activities). By way of example only, unless specifically authorized by ProQuest. d) You may create printouts a Licensed Product will be disqualified as a Licensed Product if such product is manufactured on behalf of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products a third party from designs received in a systematic substantially completed form from a third party for resale to or regular manner so as to create a collection on behalf of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelythat party. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Settlement and License Agreement (Digitalthink Inc)

License. a) Subject to the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby This LICENSE AGREEMENT grants you You a non-exclusive, non-transferable transferable, non-sub- licensable, fee-bearing, limited license to have access to and use the onSOFTWARE which is the property of Parablu, under the terms and conditions stated herein. You agree that this SOFTWARE is licensed, not sold to You. You agree that all upgrades, enhancements, adaptations, modifications, translations, maintenance releases, patches, bug-linefixes or other modifications to the SOFTWARE provided to You shall be governed by the terms and conditions, FTP electronic feed including the Limited Warranty (defined hereinafter), exclusive remedies and limitations of liability provisions, contained in this LICENSE AGREEMENT, or CDROM products the then current version. The Company reserves the sole right to modify the terms and conditions of this LICENSE AGREEMENT and its policies relating to the SOFTWARE at any time, effective upon posting of an updated version of this LICENSE AGREEMENT on PARABLU’s website or upon other notification. Continued use of the SOFTWARE after any such changes shall constitute Your consent to all such changes. Except as otherwise provided by ProQuest to you herein, the license granted herein shall be for the period of time as listed specified in the attached Fee Schedule , attached invoice (“Term”) issued to You. This LICENSE AGREEMENT shall be in effect for the Term or accepted purchase order (the "Products")until terminated except as expressly otherwise provided herein. You do not acquire may terminate this LICENSE AGREEMENT at any ownership interest or rights in time by destroying all copies of the Products and associated materials and all such rights and interests remain in ProQuest and its licensorsSOFTWARE. This License is granted LICENSE AGREEMENT will terminate immediately without notice from Parablu if You fail to you comply with any provisions of this LICENSE AGREEMENT. The SOFTWARE may automatically deactivate and become non- operational at your principal location for the type(s) end of access (whether remote the Term, or onupon non-site only)payment of the subscription fee per the terms of the invoice, number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast be entitled to receive any feature or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems content updates to the extent such searches unduly burden ProQuest's systems (includingSOFTWARE unless the license subscription is renewed. Upon termination, but not limited to automated "bots" or link checkers). You may print and make must destroy all copies of materials retrieved through the Products only as permitted SOFTWARE in Section 1 (d) Your possession or control with immediate effect. Upon expiration or termination of this Agreement. You represent and warrant LICENSE AGREEMENT, PARABLU will have no obligation to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to any of Your backed up data via the Products to Software Function or through any other libraries or third parties either directly or indirectlymeans. In the event of a fully hosted subscription, where compute infrastructure and/or computer storage required for the Software Function is being provided by Parablu, upon expiration of termination of this LICENSE AGREEMENT Parablu shall, unless specifically authorized by ProQuestlegally prohibited, delete all Your data in its possession or control. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: End User License Agreement

License. a) 2.1 Subject to the terms of and conditions set forth in this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby Appeon grants you to You a non-non- exclusive, non-transferable license to have access to and use Use each licensed Program within the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration country specified on the Fee Schedule; additional authorized sites Order or locations must Reseller’s order. Each Program shall be listed subject to the usage limitations based on quantity and type of license purchased, as indicated on the Additional Sites/Member Libraries ScheduleOrder or Reseller’s order. You may Use the Program (and accompanying Documentation) solely for Your internal business purposes by Your employees, agents and contractors, unless otherwise permitted by the type of license purchased. If you purchased a subscription-based (non-perpetual) license You may Use the Program only during the applicable Subscription Term. If the license type is not indicated in the Order or Reseller’s order, the license type shall be a Seat License to be Used on a non-perpetual basis with a Subscription Term of one (1) year. The Program, license, and Documentation may not be transferred, sold, assigned, sublicensed or otherwise conveyed (whether by operation of law or otherwise) to another party without Appeon's prior written consent and payment of any applicable fees in accordance with Appeon's then-current policies. b) 2.2 You will use may not modify, reverse engineer, decompile or disassemble the Products solely for your own personal Program (except as specifically permitted by law without the possibility of contractual waiver, or internal useas expressly permitted in the Documentation). Transfer of the Program outside the country in which it was originally delivered to You will is not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensorspermitted without Appeon's prior written consent and is subject to compliance with all applicable export regulations and restrictions. You may not use Use the Products Program for timesharing, hosting, rental or service bureau purposes, or otherwise allow direct or indirect (including over the Internet) access or Use of the Program by any third party (except consultants and contractors performing services for Your benefit as expressly permitted in Sections 2.1 and 5), without Appeon's prior written consent and subject to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers)any applicable fees. You may print contract with a third party ("Outsourcer") to operate the Program on Your behalf and make copies solely for Your benefit; however, You shall remain subject to all of materials retrieved through the Products only as permitted in Section 1 (d) provisions of this Agreement and shall be liable for Outsourcer's compliance with the provisions of this Agreement. You represent and warrant to ProQuest that you will shall not use the Products remove any copyright notices or any material retrieved other proprietary notices from the Products Program, and shall reproduce such notices on all copies of the Program. Results of benchmark or other performance tests run on the Program may not be disclosed to create products any third party without Appeon's prior written consent. 2.3 Appeon shall provide to You the Program (and any Updates available at the time), via ESD, together with an access code or perform other means permitting You to install and activate each license specified on the Order or Reseller’s order. Risk of loss passes at the time of such electronic delivery. You, at Your own expense, shall be responsible for properly installing and configuring the Program (and all Updates). 2.4 Third party components (including open source components) that are accompanied by a separate license agreement from a third party are provided subject to such third-party license terms. The terms of this Agreement shall not apply to such third-party components, except that, as between You and Appeon, the provisions of this Section 2.4, Section 3, Section 7.4 and Section 9.8 shall apply. WITHOUT LIMITING THE FOREGOING, APPEON PROVIDES SUCH THIRD-PARTY COMPONENTS "AS IS" WITHOUT ANY INDEMNITIES OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NONINFRINGEMENT, ACCURACY OF INFORMATIONAL CONTENT, CONDITIONS OF MERCHANTABLE QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. Appeon shall not be obligated to provide any Support or error correction services which compete or interfere for such third-party components, but such services may be available from a third party. Third party components not accompanied by a license agreement from a third party shall be subject to the terms of this Agreement. 2.5 No more often than once in any 12-month period, Appeon may, at its expense, upon written notice and during business hours, audit the number of copies of the Program in Use and Your compliance with the publications and services applicable usage limitations set forth by this Agreement. The auditors shall protect the confidentiality of ProQuest or its licensors. c) Notwithstanding Your information. If the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions Use of the copyright ownerProgram is found to be greater than that for which You are licensed, you may provide public access You shall pay any additional amounts due based upon the list prices set forth in the Price List in effect upon the date of notice of the audit. Your refusal to and retrieval permit an audit within a period of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. dthirty (30) You may create printouts calendar days following receipt of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products notice shall be for your own internal or personal use. Downloading a material breach of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelyAgreement. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Software License Agreement

License. a) Subject The Recipient agrees that the GIS Data will be used only for internal purposes, and there will be no cost applied to the terms of this AgreementDiscloser or Recipient for data, ProQuest Information and Learning Company ("ProQuest") hereby grants you a nondatabases, or reproduction. Recipient will ensure read-exclusive, non-transferable license to have only access to and this information via their internal networks only. Recipient agrees that no hard or soft copy of the data can be publically distributed. Any request for Disclosers’ licensed data will be directed back to the Discloser. Except as is necessary for Recipient to carry out its authorized use of the on-lineGIS Data pursuant to Paragraph A, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule Recipient shall not copy, attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only)reproduce, number of simultaneous users and the network configuration specified disseminate, transmit, license, sublicense, assign, lease, release, publish, post on the Fee Schedule; additional authorized sites Internet, transfer, sell, permit access to, distribute, allow interactive rights to, or locations must be listed on otherwise make available the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal GIS Data or internal use. You will not publishany part thereof to any other person, broadcast party or sell any materials retrieved through the Products or use the materials entity in any manner that will infringe form or media, whether presently in existence or hereinafter created. Requests mandated by State and Federal regulations such as the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems Colorado Open Records Act shall be directed back to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers)Discloser for resolution. You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest Recipient agrees that you it will not use the Products GIS Data on behalf of or for the benefit of any third party or entity or for any other purpose, and Recipient acknowledges that it has an ongoing and continual duty to notify its employees or other individuals having access to the GIS data of the restrictions contained in this Agreement and to take reasonable steps to ensure the compliance of such persons, parties or entities with said restrictions. Should Recipients authorized use as defined in this Paragraph A include the distribution of the GIS Data or any material retrieved part thereof to an agent or contractor of said Party, that Party shall enter into and enforce a written Agreement prohibiting the unauthorized disclosure or use of the GIS Data that is at least as restrictive as this Agreement. Any Consultants under contract with Recipient shall obtain GIS Data directly from Denver Water rather than through the Products exchange provided for in this Agreement. Recipient acknowledges that the direct download or copying of the original digital data records provided in this agreement or copying of the screen display by external agencies or the public is not allowed under this agreement. Recipient agrees that no hard or soft copy of the data can be publically distributed. Any request for Distributor’s licensed data will be directed back to create products or perform services which compete or interfere with the publications Distributor. Recipient shall keep a written record of the location and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special security restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printoutsGIS Data, and all downloading shall keep and electronic storage of materials retrieved through maintain the Products shall be for your own internal or personal use. Downloading of all or parts of the Products GIS Data in a systematic or regular secure manner so as to create a collection of materials comprising all prevent unauthorized use, dissemination or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelydisclosure. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Gis Data License Agreement

License. Subject to Subscriber’s payment of all applicable fees to GOSECURE and Subscriber’s acceptance of and compliance with all the terms and conditions of the Agreement, GOSECURE hereby grants to Subscriber, during the Term, and for Subscriber’s internal business purposes only, a limited, revocable, personal, non-sub-licensable, non-transferable, non-assignable and non-exclusive license (the “License”) to (a) Subject install, where applicable, and/or use one copy of the Software (unless the Quotation permits multiple copies) for Subscriber’s internal use only and only for its intended purpose(s) in accordance with GOSECURE’s user documentation and the Agreement; and (b) use the Service, Deliverables and Hardware only for Subscriber’s internal use, and only for its intended purpose(s) in accordance with GOSECURE’s user documentation and the Agreement. The Software, Service and any Deliverables are licensed, not sold, to Subscriber for use only under the terms of this the Agreement; ownership of the Software, ProQuest Information Service and Learning Company ("ProQuest") hereby grants you Deliverables remains at all times with GOSECURE or its suppliers/licensors. The terms of the XXXX will govern any Upgrades and Updates provided by GOSECURE that replace and/or supplement the original Software, Service, Deliverables and/or Hardware, unless such upgrade or update is accompanied by a non-exclusive, non-transferable separate license to have in which case the terms of that license will govern. The Software and access to and use the on-lineService and/or Deliverables are limited to the number of personal computers, FTP electronic feed licensed workstations, subscriptions, mailboxes users, seats or CDROM products provided by ProQuest to you as listed in any other device that accesses the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only)internet, number of simultaneous users servers, or IP addresses, as reflected in the Quotation, SOW or Web Purchase (collectively the “Seats” or “Users”), as well as the functionality, term periods, applications, modules, the amount of data or data capture rates, and/or special options paid for by Subscriber and authorized by GOSECURE as reflected in the network configuration specified on Quotation, SOW or Web Purchase. Subscriber will notify GOSECURE in advance of having actual Seats that exceeds the Fee Schedule; maximum number of Seats permitted in the Quotation, SOW or Web Purchase and GOSECURE will charge Subscriber for the additional authorized sites Seats. Upon termination or locations must be listed on Subscriber’s breach of the Additional Sites/Member Libraries Schedule. b) You will license or the Agreement, Subscriber no longer has any right to use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensorsSoftware and/or Service. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: End User License Agreement

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License. aa. WE GRANT YOU A NONEXCLUSIVE, NONTRANSFERABLE, REVOCABLE RIGHT DURING THE TERM TO (i) Subject ACCESS ONE OR MORE OF OUR PROPERTIES THROUGH THE LINKS SOLELY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS, TO USE THE JAMPAQ DEVELOPER CONTENT AND THE APPLICABLE LICENSED MATERIALS, FOR THE SOLE PURPOSE OF LINKING ONE OR MORE OF YOUR PROPERTIES TO ONE OR MORE OF OUR PROPERTIES, WHERE YOUR USERS CAN PURCHASE PRODUCTS AND/OR SERVICES FROM OUR PROPERTIES. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY. WE RESERVE ALL OF OUR RIGHTS IN THE LICENSED MATERIALS. YOU ACCEPT THESE RIGHTS AND LICENSES SUBJECT TO THE TERMS AND CONDITIONS IN THIS AGREEMENT. b. You acknowledge Jampaq's ownership in its Licensed Materials, agree that you will not do anything inconsistent with Xxxxxx's ownership and that all of your use of the Licensed Materials will be to the benefit of and be on behalf of Jampaq, and agree to assist Jampaq in recording this Agreement with appropriate government authorities. You agree that nothing in this Agreement gives you any right, title or interest in the Licensed Materials other than the right to use the Licensed Materials in accordance with this Agreement. You also agree that you will not attack the title of Jampaq to the Licensed Materials or the validity of the Licensed Materials or this Agreement. c. You agree that the nature and quality of all your Properties used by you in connection with this Agreement and all related advertising and promotions will conform to high standards of quality and will not impugn the goodwill of Jampaq or the Licensed Materials. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. e. You will use the Licensed Materials only in the form and manner and with appropriate legends as provided from time to time by Jampaq, and will not use any other trademark or service mark in combination with the trademark or service mark or name of JAMPAQ and/or ToteScan, including any Jampaq parents, subsidiaries or affiliates. f. You will not use, register or seek to register any trademark, service mark or domain name that contains any words that may be confusingly similar to any Jampaq Property (for avoidance of doubt, including the properties of any Jampaq parent, subsidiaries, or affiliates), including, but not limited to, the words "xxxxxx.xxx," "Jampaq," “xxxxxxxx.xxx," "ToteScan," or any variations or misspelling of them, or is any way confusingly similar to "Jampaq" or "ToteScan." If you do, you will transfer the registrations, at your expense, to Jampaq or Jampaq's parents, subsidiaries or affiliates at the request of Jampaq, or Jampaq's parents, subsidiaries or affiliates and to cooperate by providing any information, signing any documents, and providing appropriate authorizations necessary to accomplish the transfer. g. You may use the Licensed Materials only to the extent that you are a Publisher in good standing of the Program. We may revoke your license at any time in our sole discretion, by terminating the relationship between you and Jampaq via the Jampaq Publisher Dashboard, email and/or a combination of both. If we give you such notice, you must immediately discontinue all use of the Licensed Materials. h. You will ensure you are using the most current and up-to-date version of Licensed Materials at all times. Except as used on your Properties under the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby grants you will not otherwise save or store copies of Licensed Materials. i. You grant to us a non-exclusivenonexclusive license, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) term of access (whether remote or on-site only)this Agreement, number of simultaneous users to utilize your names, titles, and logos, as the network configuration specified on the Fee Schedule; additional authorized sites or locations must same may be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publishamended from time to time to advertise, broadcast or sell any materials retrieved through the Products or use the materials market, promote, and publicize in any manner our rights hereunder; provided, however, that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may we are not use the Products required to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (includingso advertise, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraphmarket, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimilepromote, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelypublicize. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Terms and Conditions for Publishers

License. (a) Subject to the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") eSignal hereby grants you GAIN a non-exclusivenonexclusive, non-transferable transferable, limited license to market, disseminate and display the Licensed Products as the following private labeled and/or co-branded products: Licensed Product Private-Labeled and/or Co-Branded Name** Tahoe Charts Tahoe Charts (b) eSignal shall provide GAIN with userids for distribution by GAIN, as a method of increasing its customer base. Each new customer of GAIN utilizing a userid shall constitute a Subscriber as herein defined. eSignal shall provide GAIN with ***. Additional userids may be provided upon mutual written agreement. (c) GAIN shall not provide a userid to any Subscriber unless and until such Subscriber has executed a Customer Agreement which includes the indemnification language included in this document (see Section 10) into a separate, legally binding written agreement (an “End User Agreement”) with GAIN, pursuant to which such Subscriber agrees that: (i) the Private Labeled Products are provided “AS IS” and eSignal and its suppliers make no representations or warranties regarding the Private Labeled Products, express or implied, as to merchantability, fitness or any other matter; (ii) neither eSignal nor its third party suppliers shall have access any liability for the accuracy or completeness of any information or software furnished through the Private Labeled Products, fur any delays, interruptions or omissions therein, for any decision made or action taken in reliance on the Private Labeled Products, or for any lost profits, indirect, special or consequential damages; (iii) the Private Labeled Products are to and use be used strictly for Subscriber’s personal use; (iv) the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You Private Labeled Products do not acquire constitute investment or financial advice and that any ownership interest or decision made in reliance on the Private Labeled Products are made at the Subscriber’s own risk; (v) eSignal and its third party suppliers have exclusive proprietary rights in the Private Labeled Products and associated materials and all such (exclusive of any trademark or service xxxx rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location GAIN may have therein); (vi) Subscriber shall not reproduce, retransmit disseminate, sell or redistribute the Private Labeled Products; and (vii) the Private Labeled Products shall not be used for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Scheduleany unlawful purpose. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this In addition, Subscribers shall be required to contract directly with eSignal (via eSignal’s electronic click-and-agree process-for purposes hereof; a “Click-Through Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions for receipt of the copyright ownerForex data via the Private Labeled Products, you as well as any other eSignal data that may provide public access from time to and retrieval of data and information through time be available via the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Private Labeled Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Co Branding/Private Labeling Agreement (GAIN Capital Holdings, Inc.)

License. a) Subject to the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM CD-ROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's ’s systems to the extent such searches unduly burden ProQuest's ’s systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, States or England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:of

Appears in 1 contract

Samples: Terms and Conditions

License. a) 2.1 Subject to the terms and conditions of this AgreementAgreement and payment of license fees by you as applicable, ProQuest Information and Learning Company ("ProQuest") hereby INGENICO grants to you a non-exclusiveexclusive and non-transferable right to use the SOFTWARE, in object code form, in the Territory only, solely to develop the Applications and not for redistribution (except the Redistributables as expressly authorized hereunder) or sublicensing. You may make a reasonable number of copies of the SOFTWARE solely to the extent necessary to develop the Application in accordance with this Agreement. 2.2 The SOFTWARE licensed hereunder is for your use only. You shall in no event develop a software program for any third party by using the SOFTWARE and shall not transfer, assign or sublicense the SOFTWARE to any third party. You are hereby made aware and you hereby acknowledge that the SOFTWARE and its license terms are subject to change. In particular, INGENICO reserves the right to modify at any time in whole or in part content and conditions of availability, licensing and/or pricing of the SOFTWARE and does not warrant that the license granted hereunder will be renewed or extended, or that the conditions of such license will remain unchanged in case of a renewal if any. The changes of the content and conditions of availability, licensing and/or pricing of the SOFTWARE will in such case apply as follows: - For new requests for SOFTWARE, immediately; - For updates of SOFTWARE already licensed, upon the date of request of such updates; - For renewal of the SOFTWARE license, upon the date of request of such renewal. Your consent to the new terms and conditions may condition the supply of such updates, the renewal of such license or the grant of a license for any new SOFTWARE. You are hereby informed and you acknowledge that in no event shall INGENICO be liable for the consequences that the above changes could have on your activity in particular the activity relying upon the developments made by you using the SOFTWARE licensed hereunder. 2.3 You are authorized (a) to distribute the Application in the Territory only and (b) to distribute the Redistributables in the Territory only, in object code format as embedded in the Application, only to the extent such Redistributables (i) are necessary for the Application to run on an INGENICO Terminal and (ii) the inclusion of the Redistributables into the Application is either the direct result of the compilation operated by the SOFTWARE, when applicable, or is as instructed or recommended by INGENICO in the Documentation. You shall in no event transfer or purport to transfer to any third party the ownership of the Redistributables. You shall ensure that your license agreements with the Merchants for the Applications embedding Redistributables specify that (i) such Redistributables are subject to a non-exclusive and non-transferable license to have access to and use the on-lineuse, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule Territory, attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights for Merchants’ own purpose, and only as embedded in the Products Application, and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for that (ii) the type(s) of access (whether remote Merchants shall not sublicense, transfer, sell or on-site only), number of simultaneous users and otherwise communicate or make available the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject Redistributables to any special restrictions of third party otherwise than as embedded in the copyright owner, you may provide public access to Application and retrieval of data and information through that (iii) the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will Merchants shall not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectlyindirectly correct, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, modify or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising adapt all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, EnglandRedistributables, or German Copyright Law respectivelyreverse assemble or decompile the Redistributables in whole or in part, except as explicitly provided by law. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Software License Agreement

License. a) Subject to your continued compliance with the express terms and conditions of this Agreementthese Terms, ProQuest Information and Learning Company ("ProQuest") hereby grants AOFEX provides to you a revocable, limited, royalty-free, non-exclusive, non-transferable transferable, and non- sublicensable license to have access to and use the on-lineServices on your computer or other internet compatible device for your personal, FTP electronic feed internal use only. You are not permitted to use the Services for any resale or CDROM products provided commercial use including to place trades on behalf of another person or entity. All such use is expressly prohibited and shall constitute a material violation of these Terms. The layout, formatting, and features of the content and access privileges for the Services shall be as specified by ProQuest AOFEX in its sole discretion. All rights not expressly granted under these Terms are hereby reserved. Accordingly, you are hereby prohibited from using the Services in any manner that is not expressly and unambiguously authorized by these Terms. These Terms provide only a limited license to access and use the Services. Accordingly, you hereby agree that AOFEX transfers no ownership or intellectual property interest or title in and to the Services or any AOFEX intellectual property to you or anyone else in connection with your use of the Services. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as listed in well as the attached Fee Schedule design, attached invoice structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or accepted purchase order available through the Services are exclusively owned, controlled, and/or licensed by AOFEX or its members, parent(s), licensors, or affiliates. AOFEX will own any feedback, suggestions, ideas, or other information or materials regarding AOFEX or the Services that you provide, whether by email, through the Services or otherwise (the "Products"“Feedback”). You do not acquire any ownership hereby assign to AOFEX all right, title and interest or rights in the Products and to Feedback together with all associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal useintellectual property rights. You will not publishbe entitled to, broadcast and hereby waive any claim for, acknowledgment or sell compensation based on any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products Feedback or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensorsmodifications made based on any Feedback. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Terms of Service

License. a) Subject to the this Agreement and its terms of this Agreementand conditions, ProQuest Information and Learning Company ("ProQuest") Licensor hereby grants you a non-exclusivenonexclusive, non- transferable, limited, and revocable right and license to use one copy of the SoGware for your personal, non-transferable commercial use for gameplay on a single Game Platform (e.g. computer, mobile device, or gaming console) as intended by Licensor unless otherwise expressly specified in the SoGware documentation. Your license rights are subject to have access to and your compliance with this Agreement. The term of your license under this Agreement shall commence on the date that you install or otherwise use the on-lineSoGware and ends on the earlier date of either your disposal of the SoGware or the termination of this Agreement (see below). The SoGware is licensed, FTP electronic feed not sold, to you, and you hereby acknowledge that no title or CDROM products provided by ProQuest to you as listed ownership in the attached Fee Schedule , attached invoice SoGware is being transferred or accepted purchase order (the "Products"). You do assigned and this Agreement should not acquire be construed as a sale of any ownership interest or rights in the Products SoGware. Licensor retains all right, title, and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems interest to the extent such searches unduly burden ProQuest's systems (SoGware, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects, themes, characters, character names, stories, dialog, settings, artwork, sounds effects, musical works, and moral rights. The SoGware is protected by U.S. copyright and trademark law and applicable laws and treaties throughout the world. The SoGware may not be copied, reproduced, altered, modified, or distributed in any manner or medium, in whole or in part, without prior written consent from Licensor. Any persons copying, reproducing, or distributing all or any portion of the SoGware in any manner or medium, will be willfully violating the copyright laws and may be subject to automated "bots" civil and criminal penalties in the U.S. or link checkers)their local country. You Be advised that U.S. copyright violations are subject to statutory penalties of up to $150,000 per violation. The SoGware contains certain licensed materials and Licensor's licensors may print and make copies also protect their rights in the event of materials retrieved through the Products only as permitted in Section 1 (d) any violation of this Agreement. All rights not expressly granted under this Agreement are reserved by Licensor and, as applicable, its licensors. LICENSE CONDITIONS You represent agree not to, and warrant not to ProQuest that you will not use provide guidance or instruction to any other individual or entity on how to: · commercially exploit the Products SoGware; · distribute, lease, license, sell, rent, convert into convertible currency, or otherwise transfer or assign the SoGware, or any material retrieved copies of the SoGware, including but not limited to Virtual Goods or Virtual Currency (defined below) without the express prior written consent of Licensor or as expressly set forth in this Agreement; · make a copy of the SoGware or any part thereof (other than as set forth herein); · make a copy of the SoGware available on a network for use or download by multiple users; · except as otherwise specifically provided by the SoGware or this Agreement, use or install the SoGware (or permit others to do same) on a network, for on-line use, or on more than one computer or gaming unit at the same time; · copy the SoGware onto a hard drive or other storage device in order to bypass the requirement to run the SoGware from the Products included CD-ROM or DVD-ROM (this prohibition does not apply to create products copies in whole or perform services which compete in part that may be made by the SoGware itself during installation in order to run more efficiently); · use or interfere with copy the publications SoGware at a computer gaming center or any other location-based site; provided, that Licensor may offer you a separate license agreement to make the SoGware available for commercial use; · reverse engineer, decompile, disassemble, display, perform, prepare derivative works based on, or otherwise modify the SoGware, in whole or in part; · remove or modify any proprietary notices, marks, or labels contained on or within the SoGware; · restrict or inhibit any other user from using and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to enjoying any special restrictions online features of the copyright ownerSoGware; · cheat (including but not limited to utilizing exploits or glitches) or utilize any unauthorized robot, you may provide public access to and retrieval spider, or other program in connection with any online features of data and information through the Products by SoGware; · violate any terms, policies, licenses, or code of conduct for walk-in public users while on-site. You will limit such use to any online features of the customary services provided to patrons and you will not SoGware; or · transport, export, or re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either export (directly or indirectly, unless specifically authorized ) into any country forbidden to receive the SoGware by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimileany U.S. export laws or regulations or U.S. economic sanctions or otherwise violate any laws or regulations, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United Statescountry in which the SoGware was obtained, Englandwhich may be amended from time to time. ACCESS TO SPECIAL FEATURES AND/OR SERVICES, INCLUDING DIGITAL COPIES: SoGware download, redemption of a unique serial code, registration of the SoGware, membership in a third-party service and/or membership in a Licensor service (including acceptance of related terms and policies) may be required to activate the SoGware, access digital copies of the SoGware, or German Copyright Law respectively. eaccess certain un-lockable, downloadable, online, or other special content, services, and/or functions (collectively, "Special Features"). Access to Special Features is limited to a single User Account (as defined below) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content per serial code and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the ProductsSpecial Features cannot be transferred, you will limit access to the Products to Authorized Users (defined below) through the use of sold, leased, licensed, rented, converted into convertible virtual currency, or re-registered by another user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s)unless otherwise expressly specified. The provisions of this paragraph supersede any other term "Authorized User" means:in this Agreement.

Appears in 1 contract

Samples: End User License Agreement (Eula)

License. (a) Subject to the terms and conditions of this Agreement and the Sales Order Agreement, ProQuest Information and Learning Company ("ProQuest") hereby Inspected grants to you a limited, worldwide, non-exclusive, non- transferable (except as set forth in Section 17), non-transferable license sub licensable right during the term of this Agreement for the use of the Service by you and your personnel solely in connection with your internal business operations. (b) You may allow Inspectors working for your Affiliates to use the Service under your subscription to the Service, as long as the total number of Inspectors between you and all of your Affiliates does not exceed the number of Inspectors that you are paying for under your subscription. If you allow your Inspectors working for your Affiliates to use your account, you agree that: (a) you will at all times be liable and responsible for all acts and omissions of your Affiliates that use the Service (and any users using the Service on behalf of the Affiliate) as though those acts and omissions were committed by you; and (b) you agree (and you agree on behalf of your Affiliates) that your Affiliates and their end users may have access to all data and use information that you can access through your account and Inspected is not responsible for enforcing any data access restrictions between you and your Affiliates. If you are using multiple Inspectors accounts in connection with the on-lineoperation of more than one business, FTP electronic feed or CDROM products provided by ProQuest you must disclose this fact to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products us at time of registration and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location renewal for the type(s) Service, as separate businesses require separate agreements with us. Failure to do so will constitute a breach of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Scheduleyour obligations pursuant to this Agreement. b(c) You will use Any Inspector that is designated as a Inspector cannot be designated otherwise: (A) before the Products solely for your own personal end of the subscription period in which he or internal use. You will not publish, broadcast or sell any materials retrieved through she was so designated and (B) without the Products or use the materials in any manner that will infringe the copyright or other proprietary right approval of ProQuest or its licensorsInspected. You may not use the Products to execute denial of service attacks nor may not, and you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (includingmust ensure that your inspectors do not, but not limited to automated "bots" share accounts with each other or link checkers)any other individuals. You may print are responsible and make copies liable for ensuring that your Inspectors (or anyone else using your accounts or the accounts of materials retrieved through your Managed Inspectors) comply with the Products only as permitted in Section 1 (d) terms of this Agreement. You represent Deactivation of an individual as a Inspector will result in such technician being unassigned from all jobs and warrant to ProQuest removed from reporting functionality. Monthly billing will be based upon the number of Inspectors at the beginning of the period, plus prorated billing for any added Inspectors and without reduction for users removed during the period. For the avoidance of doubt, the number of Inspector subscriptions that you must maintain at any given time will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, be subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-minimums specified in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuestyour agreements with us. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Customer Success Agreement

License. USE. (a) Subject This Appendix I shall govern use by FIRST TRUST EXCHANGE-TRADED FUND II (the "Trust") of electronic communications, information delivery, portfolio management and banking services, that The Bank of New York and its affiliates (herein "BNY") may provide in connection with the services as Custodian pursuant to the annexed Custody Agreement (the "Agreement"), such as The Bank of New York Inform (TM) and The Bank of New York CA$H-Register Plus(R), and any computer software, proprietary data and documentation provided by BNY to the Trust in connection therewith (collectively, the "Electronic Services"). In the event of any conflict between the terms of this AgreementAppendix I and the main body of this Agreement with respect to the Trust's use of the Electronic Services, ProQuest Information the terms of this Appendix I shall control. (b) BNY grants to the Trust a personal, nontransferable and Learning Company nonexclusive license to use the Electronic Services to which the Trust subscribes solely for the purpose of transmitting instructions and information ("ProQuestWritten Instructions") hereby grants you a non-exclusive), non-transferable license obtaining reports, analyses and statements and other information and data, making inquiries and otherwise communicating with BNY in connection with the Trust's relationship with BNY, as Custodian pursuant to have access to and the Agreement. The Trust shall use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed Electronic Services solely for its own internal and proper business purposes and not in the attached Fee Schedule operation of a service bureau. Except as set forth herein, attached invoice no license or accepted purchase order (the "Products"). You do not acquire right of any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License kind is granted to you at your principal location the Trust or any other person with respect to the Electronic Services. The Trust acknowledges that BNY and its suppliers retain and have title and exclusive proprietary rights to the Electronic Services, including any trade secrets or other ideas, concepts, know-how, methodologies, and information incorporated therein and the exclusive rights to any copyrights, trade dress, look and feel, trademarks and patents (including registrations and applications for registration of either), and other legal protections available in respect thereof (unless such information was provided by the Trust). The Trust further acknowledges that all or a part of the Electronic Services may be copyrighted or trademarked (or a registration or claim made therefor) by BNY or its suppliers. The Trust shall not take any action with respect to the Electronic Services inconsistent with the foregoing acknowledgments, nor shall the Trust attempt to decompile, reverse engineer or modify the Electronic Services. The Trust may not copy, distribute, sell, lease or provide, directly or indirectly, the Electronic Services or any portion thereof to any other person or entity without BNY's prior written consent. The Trust may not remove any statutory copyright notice or other notice included in the Electronic Services. The Trust shall reproduce any such notice on any reproduction of any portion of the Electronic Services and shall add any statutory copyright notice or other notice upon BNY's request. (c) Portions of the Electronic Services may contain, deliver or rely on data supplied by third parties ("Third Party Data"), such as pricing data and indicative data, and services supplied by third parties ("Third Party Services") such as analytic and accounting services. Third Party Data and Third Party Services supplied hereunder are obtained from sources that BNY believes to be reliable but, except to the extent otherwise expressly provided in the Agreement with respect to the duties of BNY as Custodian, are provided without any independent investigation by BNY. BNY and its suppliers do not represent or warrant that the Third Party Data or Third Party Services are correct, complete Appendix I or current. Third Party Data and Third Party Services are proprietary to their suppliers, are provided solely for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or Trust's internal use, and may not be reused, disseminated or redistributed in any form. You will The Trust shall not publish, broadcast or sell use any materials retrieved through the Products or use the materials Third Party Data in any manner that will infringe would act as a substitute for obtaining a license for the copyright or other proprietary right data directly from the supplier. Third Party Data and Third Party Services should not be used in making any investment decision. BNY AND ITS SUPPLIERS ARE NOT RESPONSIBLE FOR ANY RESULTS OBTAINED FROM THE USE OF OR RELIANCE UPON THIRD PARTY DATA OR THIRD PARTY SERVICES. BNY's suppliers of ProQuest or its licensors. You may not use the Products to execute denial Third Party Data and Services are intended third party beneficiaries of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print this Section 1(c) and make copies of materials retrieved through the Products only as permitted in Section 1 5 below. (d) The Trust understands and agrees that any links in the Electronic Services to Internet sites may be to sites sponsored and maintained by third parties. BNY make no guarantees, representations or warranties concerning the information contained in any third party site (including without limitation that such information is correct, current, complete or free of this Agreement. You represent and warrant to ProQuest that you will not use the Products viruses or other contamination), or any material retrieved from the Products to create products or perform services which compete sold through third party sites. All such links to third party Internet sites are provided solely as a convenience to the Trust and the Trust accesses and uses such sites at its own risk. A link in the Electronic Services to a third party site does not constitute BNY's endorsement, authorisation or interfere with the publications sponsorship of such site or any products and services of ProQuest or its licensorsavailable from such site. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Custody Agreement (First Trust Exchange-Traded Fund Ii)

License. a) 2.1 Subject to the terms of and conditions set forth in this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby Appeon grants you to You a non-non- exclusive, non-transferable license to have access to and use Use each licensed Program within the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration country specified on the Fee Schedule; additional authorized sites Order or locations must Reseller's order. Each Program shall be listed subject to the usage limitations based on quantity and type of license purchased, as indicated on the Additional Sites/Member Libraries ScheduleOrder or Reseller's order. You may Use the Program (and accompanying Redistributables) solely for Your internal business purposes by Your employees, agents and contractors (including third parties performing services for You), unless otherwise permitted by the type of license purchased. If you purchased a subscription-based (non-perpetual) license, You may Use the Program only during the applicable Subscription Term. If the license type is not indicated in the Order or Reseller's order, the license type shall be a Seat License to be Used on a non-perpetual basis with a Subscription Term of one (1) year. The Program, license, Redistributables, and Documentation may not be transferred, sold, assigned, sublicensed or otherwise conveyed (whether by operation of law or otherwise) to another party without Appeon's prior written consent and payment of any applicable fees in accordance with Appeon's then-current policies. b) 2.2 You will use may not modify, reverse engineer, decompile or disassemble the Products solely Program (except as specifically permitted by law without the possibility of contractual waiver, as expressly permitted for your certain Redistributables in this Section 2.2, or as expressly permitted in the Documentation). For a period of 3 years from the date of shipment, You may request from Appeon the full source code of the Redistributables for iOS, and you may modify said Redistributables for Your own personal or internal usebusiness purposes only. Transfer of the Program outside the country in which it was originally delivered to You will is not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensorspermitted without Appeon's prior written consent and is subject to compliance with all applicable export regulations and restrictions. You may not use allow direct or indirect (including over the Products Internet) access or Use of the Program by any third party (except agents and contractors as expressly permitted in Sections 2.1), without Appeon's prior written consent and subject to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers)any applicable fees. You may print contract with a third party to host or operate the Program (“Outsourcer”) on Your behalf solely for Your benefit; however, You shall remain subject to all of the provisions of this Agreement and make copies of materials retrieved through shall be liable for Outsourcer's compliance with the Products only as permitted in Section 1 (d) provisions of this Agreement. Redistributables shall be Used solely for the purpose of running Your Business Application, which shall be developed Using licensed copies of the Program. You represent shall not remove any copyright notices or other proprietary notices from the Program, and warrant shall reproduce such notices on all copies of the Program. Results of benchmark or other performance tests run on the Program may not be disclosed to ProQuest any third party without Appeon's prior written consent. 2.3 Appeon shall make the Program (and any Updates available at the time) available to You, via ESD, and if applicable, an activation code or other means permitting You to install and activate each license specified on the Order or Reseller's order. Risk of loss passes at the time of such electronic delivery. You, at Your own expense, shall be responsible for properly installing and configuring the Program (and all Updates). 2.4 Third party components (including open source components) that are accompanied by a separate license agreement from a third party are provided subject to such third-party license terms. By downloading, installing, or using the program in any way, you acknowledge that you will not use have read, understand and agree to the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions licenses of the copyright owner, you may provide public access to and retrieval third party components of data and information through the Products by or for walk-in public users while on-site. You will limit such use program posted to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users Appeon website (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(sxxxxx://xxx.xxxxxx.xxx/thirdpartylicenses.html). The term terms of this Agreement shall not apply to such third-party components, except that, as between You and Appeon, the provisions of this Section 2.4, Section 3, Section 7.4 and Section 9.8 shall apply. WITHOUT LIMITING THE FOREGOING, APPEON PROVIDES SUCH THIRD-PARTY COMPONENTS "Authorized UserAS IS" means:WITHOUT ANY INDEMNITIES OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NONINFRINGEMENT, ACCURACY OF INFORMATIONAL CONTENT, CONDITIONS OF MERCHANTABLE QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. Appeon shall not be obligated to provide any Support or error correction services for such third-party components, but such services may be available from a third party. Third party components not accompanied by a license agreement from a third party shall be subject to the terms of this Agreement. 2.5 No more often than once in any 12-month period, Appeon may, at its expense, upon written notice and during business hours, audit the number of copies of the Program in Use and Your compliance with the applicable usage limitations set forth by this Agreement. The auditors shall protect the confidentiality of Your information. If the Use of the Program is found to be greater than that for which You are licensed, You shall pay any additional amounts due based upon the list prices set forth in the Price List in effect upon the date of notice of the audit. Your refusal to permit an audit within a period of thirty (30) calendar days following receipt of notice shall be a material breach of this Agreement.

Appears in 1 contract

Samples: Software License Agreement

License. aThe Licensors hereby grant to IMI the exclusive worldwide perpetual license (the "License") Subject conveying all rights to use and sell (but not to manufacture (except as provided in Section 6 of this Agreement)) the Monolayer Products for preparing or processing diagnostic microscope slides or any transport vehicle for use with Automated Systems. The License shall also be deemed to include the transfer to IMI of all of the Licensors' rights under the Patents as such rights relate to the use of the Monolayer Products in connection with any Automated Systems, including, without limitation, the right to maintain, prosecute and defend such Patents and all follow on, continuation, improvement and other new and related patents and improvements to the Monolayer Products. Title and ownership in the Patents shall be retained by the Licensors (specifically, Dr. Guirguis and La Mina), subject to the terms of this Agreement. XXX xxxxx xay for all future costs to maintain, ProQuest Information prosecute and Learning Company defend the Patents (collectively, "ProQuestPatent Costs") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products ); provided by ProQuest to you as listed that in the attached Fee Schedule event that Licensor sells any Monolayer Product to any person or entity other than IMI, attached invoice or accepted purchase order grants any right to use, sell, manufacture or have manufactured any Monolayer Product to any person or entity other than IMI, then Licensor shall thereafter, upon IMI's demand, pay to IMI an amount equal to [ * ] of all ongoing Patent Costs. Licensor shall at all times provide IMI with all information, cooperation and materials necessary to maintain, prosecute and defend the Patents and to pay all Patent Costs. In the event that IMI does not pay all Patent Costs as provided above, Licensor shall have the right to terminate the License upon written notice to IMI; provided, however, that (i) Licensor gives IMI written notice of such failure and IMI does not cure such failure within a period of ninety (90) days from and after the "Products")date IMI receives such notice and (ii) Licensor has at the time of such notice paid [ * ] of all Patent Costs as provided above. You do In the event that IMI decides not acquire to pay the Patent Costs at any ownership interest or time, IMI shall notify the Licensors of such decision in a manner and at a time sufficient to prevent the loss of rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensorsPatents. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: License Agreement (Intelligent Medical Imaging Inc)

License. a) Subject to your continued compliance with the express terms and conditions of this Agreementthese Terms, ProQuest Information and Learning Company ("ProQuest") hereby grants ChainX provides to you a revocable, limited, royalty-free, non-exclusive, non-transferable transferable, and non-sublicensable license to have access to and use the on-lineServices on your computer or other internet compatible device for your personal, FTP electronic feed internal use only. You are not permitted to use the Services for any resale or CDROM products provided commercial use including to place trades on behalf of another person or entity. All such use is expressly prohibited and shall constitute a material violation of these Terms. The content layout, formatting, and features of and access privileges for the Services shall be as specified by ProQuest ChainX in its sole discretion. All rights not expressly granted under these Terms are hereby reserved. Accordingly, you are hereby prohibited from using the Services in any manner that is not expressly and unambiguously authorized by these Terms. These Terms provide only a limited license to access and use the Services. Accordingly, you hereby agree that ChainX transfers no ownership or intellectual property interest or title in and to the Services or any ChainX intellectual property to you or anyone else in connection with your use of the Services. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as listed in well as the attached Fee Schedule design, attached invoice structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or accepted purchase order available through the Services are exclusively owned, controlled, and/or licensed by ChainX or its members, parent(s), licensors, or affiliates. ChainX will own any feedback, suggestions, ideas, or other information or materials regarding ChainX or the Services that you provide, whether by email, through the Services or otherwise (the "Products"“Feedback”). You do not acquire any ownership hereby assign to ChainX all right, title and interest or rights in the Products and to Feedback together with all associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal useintellectual property rights. You will not publishbe entitled to, broadcast and hereby waive any claim for, acknowledgment or sell compensation based on any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products Feedback or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensorsmodifications made based on any Feedback. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Terms of Use

License. a1.1 CULLIGAN, as licensor, hereby grants to each LICENSEE during the Term (as defined below) Subject to the terms of this AgreementLicense a non-transferable (except pursuant to Section 7 below), ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, nonroyalty-transferable free, fully paid-up right and license to use within the Licensed Territory (as defined below) the trademarks identified on Attachment A (such trademarks, together with all registrations and applications therefor and all common law rights pertaining thereto, the “Marks”) in connection with its ownership and operation of the Purchased Assets which display or otherwise make use of the Marks as of the Effective Date (the “Licensed Products”) and the promotion and advertising of the Licensed Products (the “Licensed Use”). 1.2 Each LICENSEE acknowledges that its rights acquired pursuant to this License are not exclusive to such LICENSEE and that (a) CULLIGAN and its Affiliates have access heretofore entered into franchise agreements with third-party dealers, pursuant to which such dealers have been granted the right to produce, distribute or sell products that are the same as or similar to the Licensed Products using the Marks (the “Existing Licensees”), which rights shall not be terminated or affected by the sale of the Business to LICENSEES pursuant to the Purchase Agreement, (b) the Existing Licensees may compete with the LICENSEES in their future operation of the Business, and (c) CULLIGAN and its Affiliates have heretofore produced, distributed and sold products and retain the right in the future to use the on-lineMarks to produce, FTP electronic feed or CDROM distribute and sell products provided by ProQuest to you as listed in other than the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Licensed Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only)license third parties, number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, including but not limited to automated "bots" or link checkers)the Existing Licensees to do the same. You may print and make copies For the avoidance of materials retrieved through doubt, neither the Products only as permitted in Section 1 (d) foregoing nor any other provision of this License shall amend or otherwise diminish the obligations of CULLIGAN and its Affiliates pursuant to the Non-Competition Agreement. You represent and warrant . 1.3 The territory in which the LICENSEES are authorized to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere Marks in accordance with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions this License consists of the copyright owner, you may provide public access to United States and retrieval of data and information through Canada (the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form“Licensed Territory”). Notwithstanding the above restrictionsforegoing, this paragraph the Licensed Use of the Marks by LICENSEES in advertising via the Internet shall not restrict your use be deemed a violation of this License merely because such advertisements may be viewed by persons outside of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws Licensed Territory provided that (i) such advertising is not directed to Persons outside of the United States, EnglandLicensed Territory and (ii) the Licensed Products being so advertised are provided or sold by LICENSEES only in the Licensed Territory. 1.4 CULLIGAN grants no license by implication or otherwise under this License for rights to any territory except the Licensed Territory, or German Copyright Law respectively. e) Individual content providers to any other trademark or licensors may have conditions of use applicable solely designation other than the Marks, or to their content. Such conditions of use shall be displayed on the computer screen displays associated other rights with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access respect to the Products, you will limit access to trademark “Culligan” on any product other than the Licensed Products to Authorized Users (defined below) through or with any use other than the use of user identification numbers Licensed Use. LICENSEE acknowledges that CULLIGAN retains all rights and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred privileges not expressly granted by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:this License.

Appears in 1 contract

Samples: Trademark License Agreement (Primo Water Corp)

License. a) Subject During the Subscription Term, we will grant to you (the terms of this AgreementCustomer), ProQuest Information and Learning Company ("ProQuest") hereby grants you a limited, non-exclusive, non-transferable license transferable, non- sublicensable right to have access to and use the on-linedata subscription service (Subscription Data), FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(ssole use within your business and for internal business purposes only, provided you comply with the use restrictions and allowance limitations and parameters outlined in this Agreement. The Customer accepts the terms and conditions of this Agreement and accepts full responsibility for performance by its employees, contractors, and agents (collectively, “Customer Representatives”) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Scheduleobligations under this Agreement. b) Unreasonable or Excessive Use: You agree that you will use and access the Products solely for Subscription Data in the manner that is agreed and set out in the Order Form and your own personal or internal use. You use will not publishbe: (i) Unreasonable, broadcast which is where your use is in our reasonable opinion is considered by us to be illegal or sell fraudulent, contrary to the terms of this Agreement or Order, or in a way that adversely affect other customers or their use of or access to the Subscription Data and any materials retrieved through other products and services we offer, or any negative impact to our reputation; Amongst other things, “fraudulent use” includes resupply of the Products Subscription Data or other products and services without our consent so that someone else may access or use the materials in any manner that will infringe the copyright Subscription Data or other proprietary right products and services or take advantage of ProQuest the Subscription Data or its licensors. You may not other products and services; (ii) Excessive, which is a continuing and unreasonably disproportionate use of the Products Subscription Data when compared to execute denial other average individual named users, or use that is in excess of service attacks nor may you perform automated searches against ProQuest's systems any allowance limitations detailed in an Order; and (iii) Any use or access to the extent such searches unduly burden ProQuest's systems (including, but not limited Subscription Data that we deemed to automated "bots" be Unreasonable or link checkers). You Excessive may print and make copies of materials retrieved through result in your access to the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products Subscription Data being suspended or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensorsexcess usage fees payable. c) Notwithstanding You may permit employees, to use and access the previous paragraphSubscription Data on your behalf during the Subscription Term, if you represent a public libraryon the basis that they only use the Subscription Data for projects for your benefit and on your behalf, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-siteno other purposes. You will limit such use all reasonable endeavours to ensure that employees do not use or access the customary services provided to patrons and you will not re-distribute Subscription Data (or any data extracted therefrom) for their own purposes or for the materials retrieved from the Products or provide access to the Products to other libraries or purposes of any third parties either directly or indirectly, unless specifically authorized by ProQuestparty. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Data Subscription Agreement

License. a) Subject to your continued compliance with the express terms and conditions of this Agreementthese Terms, ProQuest Information and Learning Company ("ProQuest") hereby grants Assetum provides to you a revocable, limited, royalty-free, non-exclusive, non-transferable transferable, and non-sublicensable license to have access to and use the on-lineServices on your computer or other internet compatible device for your personal, FTP electronic feed internal use only. You are not permitted to use the Services for any resale or CDROM products provided commercial use including to place trades on behalf of another person or entity. All such use is expressly prohibited and shall constitute a material violation of these Terms. The content layout, formatting, and features of and access privileges for the Services shall be as specified by ProQuest Assetum in its sole discretion. All rights not expressly granted under these Terms are hereby reserved. Accordingly, you are hereby prohibited from using the Services in any manner that is not expressly and unambiguously authorized by these Terms. These Terms provide only a limited license to access and use the Services. Accordingly, you hereby agree that Assetum transfers no ownership or intellectual property interest or title in and to the Services or any Assetum intellectual property to you or anyone else in connection with your use of the Services. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as listed in well as the attached Fee Schedule design, attached invoice structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or accepted purchase order available through the Services are exclusively owned, controlled, and/or licensed by Assetume or its members, parent(s), licensors, or affiliates. Assetum will own any feedback, suggestions, ideas, or other information or materials regarding Assetum or the Services that you provide, whether by email, through the Services or otherwise (the "Products"“Feedback”). You do not acquire any ownership hereby assign to Assetum all right, title and interest or rights in the Products and to Feedback together with all associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal useintellectual property rights. You will not publishbe entitled to, broadcast and hereby waive any claim for, acknowledgment or sell compensation based on any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products Feedback or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensorsmodifications made based on any Feedback. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Terms of Use

License. a) Subject to your continued compliance with the express terms and conditions of this Agreementthese Terms, ProQuest Information and Learning Company ("ProQuest") hereby grants DynEx provides to you a revocable, limited, royalty-free, non-exclusive, non-transferable transferable, and non-sublicensable license to have access to and use the on-lineServices on your computer or other internet compatible device for your personal, FTP electronic feed internal use only. You are not permitted to use the Services for any resale or CDROM products provided commercial use including to place trades on behalf of another person or entity. All such use is expressly prohibited and shall constitute a material violation of these Terms. The content layout, formatting, and features of and access privileges for the Services shall be as specified by ProQuest DynEx in its sole discretion. All rights not expressly granted under these Terms are hereby reserved. Accordingly, you are hereby prohibited from using the Services in any manner that is not expressly and unambiguously authorized by these Terms. These Terms provide only a limited license to access and use the Services. Accordingly, you hereby agree that DynEx transfers no ownership or intellectual property interest or title in and to the Services or any DynEx intellectual property to you or anyone else in connection with your use of the Services. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as listed in well as the attached Fee Schedule design, attached invoice structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or accepted purchase order available through the Services are exclusively owned, controlled, and/or licensed by DynEx or its members, parent(s), licensors, or affiliates. DynEx will own any feedback, suggestions, ideas, or other information or materials regarding DynEx or the Services that you provide, whether by email, through the Services or otherwise (the "Products"“Feedback”). You do not acquire any ownership hereby assign to DynEx all right, title and interest or rights in the Products and to Feedback together with all associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal useintellectual property rights. You will not publishbe entitled to, broadcast and hereby waive any claim for, acknowledgment or sell compensation based on any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products Feedback or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensorsmodifications made based on any Feedback. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Customer Agreement

License. aCustomer has the unrestricted right and authority to grant, and hereby grants to Provider, and Provider hereby accepts from Customer in accordance with the terms hereof a non-exclusive license (the “Site License”) Subject over those portions of the Properties indicated on the initial Site Plan for each System necessary for locating solar electric generation facilities, including interconnection and metering facilities (each, a “Site”) for the sole purposes of installing, operating and maintaining the Systems and uses ancillary thereto. The initial Site Plan for each System is attached hereto within Schedule 2, and such initial Site Plan for each System will be replaced with an updated Site Plan that reflects final as-built arrangements, to be provided by Provider after completion of each System; provided, however, that no material deviation from the initial Site Plan shall be permitted without Customer’s reasonable approval. The grant of the Site License shall be effective upon Provider’s acceptance of the Site License by written notice to Customer. The Site License granted herein shall survive for a period of one hundred eighty (180) days following the Expiration Date or the Early Termination Date of this Agreement to allow removal of the System and restoration of the Site. Without limiting the generality of the foregoing, and subject to the terms of Provider covenants set forth herein, Provider shall have, subject to the limitations contained in this Agreement, ProQuest Information the right to access and Learning Company utilize each Site, and otherwise shall hold the following rights and privileges: ("ProQuest"i) hereby grants you a The right to develop, erect, construct, install, replace, repair, relocate, remove, maintain, operate, and use, from time to time, the Systems, underground and above- ground electrical transmission and communications lines related to the operation of the Systems (consistent with the Site Plan or as otherwise approved in writing by Customer), electric transformers, telecommunications equipment, roads, meteorological towers and weather/solar measurement equipment, and related facilities and equipment; (ii) The non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary exclusive right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (includingpedestrian and vehicular ingress, but not limited to automated "bots" or link checkers). You may print egress, and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent access over and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions across each of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuestSites. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Solar Power Services Agreement

License. Through uploading a Track You expressly grant to MusicRevolution the non-exclusive worldwide right and license to make the Track available to the public by any means and media now known or later discovered or developed, including any communication to the public of the Track, by wire or wireless means including on XxxxxXxxxxxxxxx.xxx, and through 3rd party licensees and distributors. You expressly grant MusicRevolution the non-exclusive right to grant limited, non-exclusive licenses to users of the Service to use the Track in: a) Subject Worldwide commercial Internet usage (websites, web videos), as long as music is not offered as a stand-alone download or product, b) Broadcast television advertising & programming (network & cable) c) Physical and electronic media for sale (DVD, audio CDs, video games, toys) that incorporates the Content, d) Physical locations (e.g., retail, office, on hold), e) Live business presentations, f) Any electronic or physical media produced for personal use only, g) Public service announcement TV/radio broadcasts, h) Any electronic or physical media produced by certified non-profit or educational institutions, i) Broadcast radio, j) Closed Circuit Television, k) Kiosks, l) Theatrical screens or stages, and m) Commercial and non-profit Internet streaming. In addition to the foregoing You grant MusicRevolution the right to use the Track for its own business purposes relating to the promotion of the Service. This promotional usage may include the granting of limited pre-sale (or "comp") licenses. No compensation shall be due for use of the Track for such business purposes. We will not give Your Tracks away for free without Your express permission. All rights, including title and copyright, in and to the uploaded Track will be retained by You, and no title or copyright is transferred or granted in any way to us or any 3rd party except as provided in this Upload Agreement and the License Agreement. You acknowledge that MusicRevolution cannot take responsibility for the compliance by purchasers and licensees of the License Agreement. You also agree that MusicRevolution shall have no liability to You or any person claiming through You for any breach by a licensee of the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Scheduleagreement respecting Tracks. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Upload Agreement

License. a) Subject to the terms of this AgreementXXXX, ProQuest Information and Learning Company ("ProQuest") TESCCC hereby grants you a the ISD the non-exclusive, non-transferable license and non-assignable license, during the term of this XXXX, to use, copy and distribute the Content, subject to each of the following restrictions: 2.1 The ISD shall use the Content solely: (i) for the ISD’s educational purposes; (ii) on campuses that are CSCOPE participants; and (iii) through Authorized Users. 2.2 The ISD shall not use the Content for commercial purposes. 2.3 Unless it has obtained the express prior written consent of TESCCC, which may be granted or withheld in TESCCC’s sole discretion, the ISD shall not, directly or indirectly: (i) allow anyone who is not an Authorized User to have possession of the Content; or (ii) allow anyone who is not an Authorized User to have username and password access to the Website. The ISD may, if permitted by TESCCC policies and by ISD policies acceptable to TESCCC, allow parents, students and community members to view the Content and the Website as long as they do not view the Content and the Website outside of the presence of an Authorized User. 2.4 Unless it has obtained the express prior written consent of TESCCC, which may be granted or withheld in TESCCC’s sole discretion, the ISD shall only grant Authorized Users such access to the Content and the Website as is necessary to allow the Authorized User to obtain the Services contracted for under this XXXX. 2.5 The ISD shall not sell, lease, sublicense, disclose, assign or transfer the Content. The ISD shall not use the on-lineContent to operate a service bureau, FTP electronic feed to act as an application service provider or CDROM products provided by ProQuest for any commercial purpose. 2.6 The ISD shall not, directly or indirectly, attempt to you as listed in reverse engineer, decompile, disassemble or otherwise attempt to access or discover the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location source code for the type(s) Website. 2.7 The ISD shall not use, remove, delete, modify, obscure or alter in any way any trademark, tradename, product name or logo, or any copyright or trademark notice or other proprietary notice, legend, symbol or label contained in or attached to the Content for the Website. 2.8 The ISD shall not incorporate any portion of the Content into another software program, database or alternative content delivery system without the express written consent of TESCCC, which may be granted or withheld in TESCCC’s sole discretion. 2.9 The ISD shall use its best efforts to prevent access (whether remote or on-site only)to the Website and Content by anyone who is not an Authorized User. If the ISD becomes aware of any unauthorized use, number it shall immediately give written notice of simultaneous users the unauthorized use to TESCCC and it shall cooperate with TESCCC and 3rdL to terminate the unauthorized use. 2.10 The ISD shall use its best efforts to ensure that Authorized Users affiliated with the ISD comply with the terms and restrictions of this XXXX and the network configuration specified Terms of Use on the Fee Schedule; additional authorized sites Website. 2.11 Except as expressly provided in this XXXX, without prior express written consent of TESCCC, which may be granted or locations must be listed withheld in TESCCC’s sole discretion, the ISD shall not, copy, distribute or publicly display any portion of the Content. 2.12 The ISD shall not adapt, modify or create derivative works based on the Additional Sites/Member Libraries ScheduleWebsite, including the Content, other than for use by the ISD in accordance with the terms of this XXXX. The ISD shall provide TESCCC with prompt written notice of any efforts to create adaptations, modifications and derivative works, and with all information relating to its efforts as is requested by TESCCC. All adaptations, modifications and derivative works that the ISD creates shall be the exclusive property of TESCCC. b) You will 2.13 The ISD shall not use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials CSCOPE in any manner that will infringe is not expressly authorized by the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) terms of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mailXXXX. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as rights to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access CSCOPE that are not specifically granted to materials outside your subscription bundle, you the ISD in this XXXX are responsible for all charges incurred reserved by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:TESCCC.

Appears in 1 contract

Samples: District User License Agreement

License. For the duration of the Agreement and upon the terms and subject to the conditions contained herein, the parties hereto agree as follows: (a) Subject we agree to provide the Template, the Link and BOX Content (and, to the terms of this Agreementextent contemplated by the Template and provided to us by you, ProQuest Information “Client Content”) and Learning Company ("ProQuest") hereby grants grant to you a non-exclusive, nonworld-transferable wide, royalty-free license (the “BOX License”) to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest Template and the Link and to you as listed access and display BOX Content pursuant to the Link in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products manner and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems contemplated by the Template. Said license shall be contemporaneous with this Agreement and shall terminate upon the termination of this Agreement; (b) you agree to grant to us a non-exclusive, world-wide, royalty-free license (the “Client License”) to use the Template and the Link and to display Client Content in the manner and to the extent contemplated by the Template. Said license shall be contemporaneous with this Agreement and shall terminate upon the termination of this Agreement; (c) you agree that you will employ reasonable measures not to allow the Content to be linked from your Site to any Site other than our Site and we agree that we will employ reasonable measures not to allow Client Content to be linked from our Site to any Site other than your Site; (d) pursuant to the BOX License and in the manner and as contemplated in the Template, (i) you shall have the right to display on either Site or on both Sites or otherwise use in the ordinary course of your business all or any portion of the Content as you deem desirable, and (ii) we shall have the right to display on either Site or on both Sites all or any portion of the Content as is required or permitted to be so displayed as contemplated in the Template; (e) except as expressly permitted in this Section 2, you shall not copy, or create a derivative work from, the look and feel of images contained in BOX Content or create the impression that your Site is in any way affiliated with, or endorsed by, our Site, except as contemplated in the Template or pursuant to this Agreement; (f) subject to your rights under the BOX License, no goodwill related to the Template or the BOX Content shall inure to your benefit and we shall retain all right, title and ownership of the Template, the BOX Content or any other material, including, but not limited to, all computer software (in object code and source code form), data or information developed or used by us or our suppliers, including, but not limited to, patents, copyrights, trademarks, trade secrets, know- how, methodologies, equipment, processes or other proprietary information, used to automated "bots" provided the Services hereunder or link checkers). You any modification, derivative works and improvements thereto; (g) subject to our rights under the Client License, no goodwill related to the Client Content shall inure to our benefit and you shall retain all right, title and ownership of the Client Content, including without limitation, any modification, derivative works and improvements thereto; and (h) each party hereto have the right to review all uses of the Content provided by the other party hereunder for quality control purposes and proper compliance with its trademark policies and guidelines, as they may print be modified from time to time, and make copies of materials retrieved through reserves the Products only as right to take action against any such use that is not contemplated in the Template or permitted in Section 1 (d) of under this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Linking Agreement

License. a) Subject to Your compliance with the terms and conditions of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby HEALTH HABIT grants you You a non-exclusive, non-sublicensable, revocable, non-transferable license to use the Services through the Website or by downloading and installing our Applications. THE SERVICES ARE FOR YOUR PERSONAL AND NON-COMMERCIAL USE. The Services, including the Website and the Applications, or any portion thereof, may not be reproduced, duplicated, copied, modified, sold, resold, distributed, visited, or otherwise exploited for any commercial purpose without the express written consent of HEALTH HABIT. Except as expressly set forth herein, this Agreement grants You no rights in or to the intellectual property of HEALTH HABIT or any other party. The license granted in this section is conditioned on Your compliance with the terms and conditions of this Agreement. In the event that You breach any provision of this Agreement, Your rights under this section will immediately terminate. When accessing the Services through the Applications that were downloaded from an app store or app distribution platform, such as the Apple App Store or Google Play, (the “App Provider”), You acknowledge and agree that: (a) this Agreement is concluded between us, and not with the App Provider, and that we are solely responsible for the Applications (not the App Provider); (b) the App Provider has no obligation to furnish any maintenance and support services with respect to the Applications; (c) in the event of any failure of the Applications to conform to any applicable warranty, (i) you may notify the App Provider and the App Provider will refund the purchase price for the Applications to you (if applicable), (ii) to the maximum extent permitted by applicable law, the App Provider will have access no other warranty obligation whatsoever with respect to the Applications, and (iii) any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility; (d) the App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the Applications or your possession and use of the on-lineApplications, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to: (i) product liability claims; (ii) any claim that the app fails to automated "bots" conform to any applicable legal or link checkers). You may print regulatory requirement; and make copies (iii) claims arising under consumer protection or similar legislation; (e) in the event of materials retrieved through any third party claim that the Products only Applications or your possession and use of that Applications infringes that third party’s intellectual property rights, we will be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement; (f) the App Provider, and its subsidiaries, are third party beneficiaries of this Agreement as permitted in Section 1 (d) it relates to your license of the Applications, and that, upon your acceptance of the terms and conditions of this Agreement. You represent , the App Provider will have the right (and warrant will be deemed to ProQuest that you will not use have accepted the Products or any material retrieved from the Products right) to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access enforce this Agreement as related to data and information, then, subject to any special restrictions your license of the copyright ownerApplications against you as a third party beneficiary thereof; and (g) you must also comply with all applicable third party terms of service when using the Applications. HEALTH HABIT provides the Services for informational purposes only. THE SERVICES DO NOT CONTAIN OR CONSTITUTE, you may AND SHOULD NOT BE INTERPRETED AS, MEDICAL ADVICE OR OPINION. HEALTH HABIT are not medical professionals, and do not provide public access to medical services or render medical advice. The Services are not a substitute for the advice of a medical professional, and retrieval of data and the information made available on or through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will Services should not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimilebe relied upon when making medical decisions, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal to diagnose or personal use. Downloading of all treat a medical or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misusedhealth condition. If you authorize feerequire medical advice or services, You should consult a medical professional. YOUR USE OF THE SERVICES DOES NOT CREATE A DOCTOR-per-article access to materials outside your subscription bundlePATIENT RELATIONSHIP BETWEEN YOU AND THE HEALHTY NAVEL. YOU HEREBY AGREE THAT, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s)BEFORE USING THE SERVICES, YOU SHALL CONSULT YOUR PHYSICIAN, PARTICULARLY IF YOU ARE AT RISK FOR PROBLEMS RESULTING FROM EXERCISE OR CHANGES IN YOUR DIET. The term "Authorized User" means:YOU KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING XXXXXXXXXXX.XXX WEBSITE, APPLICATIONS AND SERVICES. YOU, ON BEHALF OF YOURSELF, YOUR PERSONAL REPRESENTATIVES AND YOUR HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY HEALTH HABIT AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES, SUBLICENSEES, SUCCESSORS, AND ASSIGNS FROM ANY AND ALL CLAIMS, ACTIONS OR LOSSES FOR BODILY INJURY, PROPERTY DAMAGE, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF THE SERVICES.

Appears in 1 contract

Samples: Terms of Use

License. a) 3.1. Subject to payment of the applicable Subscription Fees or License Fees, the restrictions set out in this clause 3 and the terms and conditions of this AgreementAgreement and the applicable Contract Order Form, ProQuest Information and Learning Company ("ProQuest") SmarterPay hereby grants you to the Customer a non-exclusive, non-transferable license to have use the Services and the Documentation in accordance with and Usage Limits set out on the Contract Order Form during the Subscription Term and solely for Customer's internal business operations. 3.2. In relation to the Authorised Users, Customer undertakes that: a) The maximum number of Authorised Users that it grants access to and use of the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in Services and Documentation shall not exceed the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and Authorised Users set out under the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.Usage Limits; b) You will use the Products solely for your own personal or internal use. You it will not publishallow more than one named individual user per Authorised User unless that Authorised User has been reassigned in its entirety to another individual user, broadcast or sell in which case the prior Authorised User shall no longer have any materials retrieved through the Products right to access or use the materials in any manner that will infringe the copyright Services and/or Documentation. In particular, Customer shall not allow group or other proprietary right sharing of ProQuest an Authorised User login either within or outside of its licensorsorganisation; c) each Authorised User shall keep a secure password for its use of the Services and Documentation, take all necessary or recommended security measures in relation to password security and that each Authorised User password shall be kept confidential; 3.3. You Customer shall permit SmarterPay to audit: a) Customer’s compliance with the terms of this Agreement generally; and b) Customer’s Use of the Services in order to establish the identity of each Authorised User and the number of Authorised Users is in accordance with the Subscription purchased. Without prejudice to SmarterPay’s other rights, if any such audit reveal that the Services are being used by any individual who is not an Authorised User, Customer shall promptly disable such access; or, if SmarterPay agrees, at its sole discretion, shall pay an additional fee at SmarterPay’s then current rates for such individual’s continued use as an Authorised User. 3.4. Except as may not use be allowed by any applicable law which is incapable of exclusion by agreement between the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems parties, Customer shall not: a) except to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as expressly permitted in Section 1 (d) of under this Agreement. You represent and warrant , attempt to ProQuest that you will not use the Products copy, modify, duplicate, create derivative works from, download, display, transmit, or distribute all or any material retrieved from portion of the Products Software and/or Documentation (as applicable) in any form or media or by any means; b) attempt to create products reverse compile, disassemble, reverse engineer or perform services which compete otherwise reduce to human-perceivable form all or interfere with any part of the publications and services of ProQuest or its licensors.Software; c) Notwithstanding access all or any part of the previous paragraphServices and Documentation in order to build a product or service which competes with the Services and/or the Documentation; d) use the Services and/or Documentation to provide services to third parties; e) license, if you represent a public librarysell, educational institutionrent, governmental agency lease, transfer, assign, distribute, display, disclose, or non-profit institution allowing public access to data and informationotherwise commercially exploit, then, subject or otherwise make the Services and/or Documentation available to any special restrictions of third party except the copyright ownerAuthorised Users; or f) attempt to obtain, you may provide public access to and retrieval of data and information through the Products by or for walk-assist third parties in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide obtaining, access to the Products to Services and/or Documentation, other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuestthan as provided under this clause 3. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile3.5. Customer shall use all reasonable endeavours to prevent any unauthorised access to, or electronic mailuse of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify SmarterPay. 3.6. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through In the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your event Customer’s use of the materials under Services exceeds the doctrines Usage Limits, Customer shall pay the Overage Fees in respect of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelysuch excess use in accordance with clause 4. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Master Agreement

License. a) Subject Each license to All-Access will be provided to you in what is called a “Pass” or an “All-Access Pass”. The Pass will indicate the terms type of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby license that You have purchased for the Eligible Products which are licensed based on one of the following license types: Licensor grants you to You a non-exclusive, non-transferable license right to use the Eligible Products within the territory specified by your business address listed in the ordering document for the Eligible Products solely in the following manner: (a) If You have access purchased a Single Seat License (also called a Workstation License) of All-Access this will allow You to install the Eligible Products on one computer for one user. (b) If You have purchased a Network Named User License of All-Access this will allow You to designate one person in your organization ("Named User") the right to install the Eligible Products on one or more computers and use the onEligible Products, provided that only the Named User uses the Eligible Products. (c) If You have purchased a Concurrent User License of All-line, FTP electronic feed or CDROM products provided Access this will allow You to install the Eligible Products and/or product key on a network to be used concurrently on different computers by ProQuest up to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), authorized number of simultaneous users for whom You have purchased All-Access, provided that if You check out one product within the Eligible Products, all of the software associated with that Concurrent User License is checked out to that user. Regardless of the license type, and subject to the network configuration specified on other restrictions of the Fee Schedule; additional authorized sites particular license type, one user (concurrent, named or locations must be listed on seat) may use any of the Additional Sites/Member Libraries Schedule. b) Eligible Products per each All- Access Pass purchased (each a “Licensed User”). You will use the Products solely for your own personal or internal use. agree that You will not publishdesignate more users than the number of licenses that Embarcadero or an Embarcadero authorized reseller has expressly granted to You, broadcast or sell and You will not allow the Eligible Products to be used by any materials retrieved through individuals other than the users for whom You have purchased a license to All-Access. If the license terms that accompany any of the Eligible Products (the “XXXX”) give You other rights that do not expressly conflict with this Agreement, You also have those rights subject to any additional restrictions applicable to the rights that are indicated in such XXXX. For example, the particular software product may contain redistributables and specific license rights and restrictions regarding those redistributables. If You elect to exercise those rights contained in the XXXX, your rights shall be as defined in the XXXX and subject to any restrictions contained in the XXXX. In addition, the XXXX for the particular Eligible Product may contain additional license types and restrictions. These license types and restrictions also apply to your usage and may require You to purchase additional licenses to receive additional usage rights. If You are a system integrator You may use the Eligible Products to provide services to your end user customers, provided that the Eligible Products may not be installed on the end user customer machine, but only on the system integrator machine. The end user customer receives no rights to use the Eligible Products or use benefit from the materials in any manner that will infringe support provided herein or the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print terms and make copies of materials retrieved through the Products only as permitted in Section 1 (d) conditions of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: All Access Terms and Conditions

License. USE. (a) Subject This Appendix I shall govern use by FIRST TRUST EXCHANGE-TRADED ALPHADEX (TM) FUND (the "Trust") of electronic communications, information delivery, portfolio management and banking services, that The Bank of New York and its affiliates (herein "BNY") may provide in connection with the services as Custodian pursuant to the annexed Custody Agreement (the "Agreement"), such as The Bank of New York Inform (TM) and The Bank of New York CA$H-Register Plus(R), and any computer software, proprietary data and documentation provided by BNY to the Trust in connection therewith (collectively, the "ELECTRONIC SERVICES"). In the event of any conflict between the terms of this AgreementAppendix I and the main body of this Agreement with respect to the Trust's use of the Electronic Services, ProQuest Information the terms of this Appendix I shall control. (b) BNY grants to the Trust a personal, nontransferable and Learning Company nonexclusive license to use the Electronic Services to which the Trust subscribes solely for the purpose of transmitting instructions and information ("ProQuestWritten Instructions") hereby grants you a non-exclusive), non-transferable license obtaining reports, analyses and statements and other information and data, making inquiries and otherwise communicating with BNY in connection with the Trust's relationship with BNY, as Custodian pursuant to have access to and the Agreement. The Trust shall use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed Electronic Services solely for its own internal and proper business purposes and not in the attached Fee Schedule operation of a service bureau. Except as set forth herein, attached invoice no license or accepted purchase order (the "Products"). You do not acquire right of any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License kind is granted to you at your principal location the Trust or any other person with respect to the Electronic Services. The Trust acknowledges that BNY and its suppliers retain and have title and exclusive proprietary rights to the Electronic Services, including any trade secrets or other ideas, concepts, know-how, methodologies, and information incorporated therein and the exclusive rights to any copyrights, trade dress, look and feel, trademarks and patents (including registrations and applications for registration of either), and other legal protections available in respect thereof (unless such information was provided by the Trust). The Trust further acknowledges that all or a part of the Electronic Services may be copyrighted or trademarked (or a registration or claim made therefor) by BNY or its suppliers. The Trust shall not take any action with respect to the Electronic Services inconsistent with the foregoing acknowledgments, nor shall the Trust attempt to decompile, reverse engineer or modify the Electronic Services. The Trust may not copy, distribute, sell, lease or provide, directly or indirectly, the Electronic Services or any portion thereof to any other person or entity without BNY's prior written consent. The Trust may not remove any statutory copyright notice or other notice included in the Electronic Services. The Trust shall reproduce any such notice on any reproduction of any portion of the Electronic Services and shall add any statutory copyright notice or other notice upon BNY's request. (c) Portions of the Electronic Services may contain, deliver or rely on data supplied by third parties ("Third Party Data"), such as pricing data and indicative data, and services supplied by third parties ("Third Party Services") such as analytic and accounting services. Third Party Data and Third Party Services supplied hereunder are obtained from sources that BNY believes to be reliable but, except to the extent otherwise expressly provided in the Agreement with respect to the duties of BNY as Custodian, are provided without any independent investigation by BNY. BNY and its suppliers do not represent or warrant that the Third Party Data or Third Party Services are correct, complete or current. Third Party Data and Third Party Services are proprietary to their suppliers, are provided solely for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or Trust's internal use, and may not be reused, disseminated or redistributed in any form. You will The Trust shall not publish, broadcast or sell use any materials retrieved through the Products or use the materials Third Party Data in any manner that will infringe would act as a substitute for obtaining a license for the copyright or other proprietary right data directly from the supplier. Third Party Data and Third Appendix I Party Services should not be used in making any investment decision. BNY AND ITS SUPPLIERS ARE NOT RESPONSIBLE FOR ANY RESULTS OBTAINED FROM THE USE OF OR RELIANCE UPON THIRD PARTY DATA OR THIRD PARTY SERVICES. BNY's suppliers of ProQuest or its licensors. You may not use the Products to execute denial Third Party Data and Services are intended third party beneficiaries of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print this Section 1(c) and make copies of materials retrieved through the Products only as permitted in Section 1 5 below. (d) The Trust understands and agrees that any links in the Electronic Services to Internet sites may be to sites sponsored and maintained by third parties. BNY make no guarantees, representations or warranties concerning the information contained in any third party site (including without limitation that such information is correct, current, complete or free of this Agreement. You represent and warrant to ProQuest that you will not use the Products viruses or other contamination), or any material retrieved from the Products to create products or perform services which compete sold through third party sites. All such links to third party Internet sites are provided solely as a convenience to the Trust and the Trust accesses and uses such sites at its own risk. A link in the Electronic Services to a third party site does not constitute BNY's endorsement, authorisation or interfere with the publications sponsorship of such site or any products and services of ProQuest or its licensorsavailable from such site. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Custody Agreement (First Trust Exchange-Traded Alphadex Fund)

License. a2.1 Activision grants you a personal, limited, non-exclusive license to use the Product for your non-commercial use. To the fullest extent permitted by applicable law, this license granted to use the Product is non- transferable. You may not rent, lease, lend, sell, redistribute or sublicense the Product. You may not copy, other than one (1) Subject copy for your own personal back-up purposes (except as expressly permitted by this license and any other applicable terms, conditions, or usage rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Product, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the licensed application). You may not remove or alter Activision’s or its licensors’ trademarks or logos, or legal notices included in the Product or related assets. Any attempt to use the Product in breach of the terms of this Agreement is a violation of the rights of Activision and its licensors. If you breach the terms of this Agreement, ProQuest Information you may be subject to prosecution and Learning Company damages. The terms of this Agreement will govern any upgrades provided by Activision that replace and/or supplement the Product, unless such upgrade is accompanied by a separate ("ProQuest"and/or updated) hereby grants you a non-exclusiveagreement, non-transferable license to have access to in which case the terms of that agreement will govern. 2.2 If the Product is an App then unless expressly authorized by Activision in writing • installation and use is restricted to an authorised Device; and • you are prohibited from making a copy of the on-line, FTP electronic feed App available on a network where it could be used or CDROM products provided downloaded by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or multiple users. 2.3 The license rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at herein are also subject to the limitations set forth below. Any use of the Product in violation of these limitations is a material breach of the Agreement, subjects you to immediate revocation of your principal location for license, and will be regarded as an infringement of Activision’s copyrights and other rights in and to the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal useProduct. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest agree that you will not use the Products not, under any circumstances: A. use, develop, host or distribute cheats, automation software (bots), modded lobbies, hacks, mods or any material retrieved from the Products to create products or perform services which compete or interfere other unauthorized third-party software in connection with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimileProduct, or electronic mail. All reproduction and distribution engage in any form of such printoutscheating, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, Englandboosting, or German Copyright Law respectively. ebooting in order to gain (or allow others to gain) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) advantage through the use of user identification numbers the Product; B. exploit or reverse engineer the Product (or any of its parts), for any commercial purpose, including without limitation (a) to enable use at a cyber cafe, computer gaming center or any other location- based site without the express written consent of Activision; (b) for gathering in-game currency, items or resources for sale outside the Product; (c) performing in-game services in exchange for payment outside the Product, e.g., power-leveling; or (d) the sale of accounts, log-in information, in game virtual goods and passwordscurrency, IP address verification or other secure method Product materials, access, or rights; C. use any unauthorized third-party software that intercepts, "mines", or otherwise collects information from or through the Product; D. except as authorized by Activision in writing, host, provide or develop matchmaking services for the Product, or intercept, emulate or redirect the communication protocols used by Activision in any way, for any purpose, including without limitation unauthorized play over the internet, network play, or as part of user verification. You will immediately notify ProQuest if you believe one content aggregation networks; E. facilitate, create or more of your secure access method(smaintain any unauthorized connection to the Product, including without limitation (a) is being misused. If you authorize fee-per-article access any connection to materials outside your subscription bundleany unauthorized server that emulates, you are responsible for all charges incurred or attempts to emulate, the Product; and (b) any connection using programs or tools not expressly approved by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:Activision in writing;

Appears in 1 contract

Samples: Product License and Service Agreement

License. USE. (a) Subject This Appendix I shall govern use by FIRST TRUST EXCHANGE-TRADED ALPHADEX (TM) FUND (the "Trust") of electronic communications, information delivery, portfolio management and banking services, that The Bank of New York and its affiliates (herein "BNY") may provide in connection with the services as Custodian pursuant to the annexed Custody Agreement (the "Agreement"), such as The Bank of New York Inform (TM) and The Bank of New York CA$H-Register Plus(R), and any computer software, proprietary data and documentation provided by BNY to the Trust in connection therewith (collectively, the "ELECTRONIC SERVICES"). In the event of any conflict between the terms of this AgreementAppendix I and the main body of this Agreement with respect to the Trust's use of the Electronic Services, ProQuest Information the terms of this Appendix I shall control. (b) BNY grants to the Trust a personal, nontransferable and Learning Company nonexclusive license to use the Electronic Services to which the Trust subscribes solely for the purpose of transmitting instructions and information ("ProQuestWritten Instructions") hereby grants you a non-exclusive), non-transferable license obtaining reports, analyses and statements and other information and data, making inquiries and otherwise communicating with BNY in connection with the Trust's relationship with BNY, as Custodian pursuant to have access to and the Agreement. The Trust shall use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed Electronic Services solely for its own internal and proper business purposes and not in the attached Fee Schedule operation of a service bureau. Except as set forth herein, attached invoice no license or accepted purchase order (the "Products"). You do not acquire right of any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License kind is granted to you at your principal location the Trust or any other person with respect to the Electronic Services. The Trust acknowledges that BNY and its suppliers retain and have title and exclusive proprietary rights to the Electronic Services, including any trade secrets or other ideas, concepts, know-how, methodologies, and information incorporated therein and the exclusive rights to any copyrights, trade dress, look and feel, trademarks and patents (including registrations and applications for registration of either), and other legal protections available in respect thereof (unless such information was provided by the Trust). The Trust further acknowledges that all or a part of the Electronic Services may be copyrighted or trademarked (or a registration or claim made therefor) by BNY or its suppliers. The Trust shall not take any action with respect to the Electronic Services inconsistent with the foregoing acknowledgments, nor shall the Trust attempt to decompile, reverse engineer or modify the Electronic Services. The Trust may not copy, distribute, sell, lease or provide, directly or indirectly, the Electronic Services or any portion thereof to any other person or entity without BNY's prior written consent. The Trust may not remove any statutory copyright notice or other notice included in the Electronic Services. The Trust shall reproduce any such notice on any reproduction of any portion of the Electronic Services and shall add any statutory copyright notice or other notice upon BNY's request. (c) Portions of the Electronic Services may contain, deliver or rely on data supplied by third parties ("Third Party Data"), such as pricing data and indicative data, and services supplied by third parties ("Third Party Services") such as analytic and accounting services. Third Party Data and Third Party Services supplied hereunder are obtained from sources that BNY believes to be reliable but, except to the extent otherwise expressly provided in the Agreement with respect to the duties of BNY as Custodian, are provided without any independent investigation by BNY. BNY and its suppliers do not represent or warrant that the Third Party Data or Third Party Services are correct, complete or current. Third Party Data and Third Party Services are proprietary to their Appendix A suppliers, are provided solely for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or Trust's internal use, and may not be reused, disseminated or redistributed in any form. You will The Trust shall not publish, broadcast or sell use any materials retrieved through the Products or use the materials Third Party Data in any manner that will infringe would act as a substitute for obtaining a license for the copyright or other proprietary right data directly from the supplier. Third Party Data and Third Party Services should not be used in making any investment decision. BNY AND ITS SUPPLIERS ARE NOT RESPONSIBLE FOR ANY RESULTS OBTAINED FROM THE USE OF OR RELIANCE UPON THIRD PARTY DATA OR THIRD PARTY SERVICES. BNY's suppliers of ProQuest or its licensors. You may not use the Products to execute denial Third Party Data and Services are intended third party beneficiaries of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print this Section 1(c) and make copies of materials retrieved through the Products only as permitted in Section 1 5 below. (d) The Trust understands and agrees that any links in the Electronic Services to Internet sites may be to sites sponsored and maintained by third parties. BNY make no guarantees, representations or warranties concerning the information contained in any third party site (including without limitation that such information is correct, current, complete or free of this Agreement. You represent and warrant to ProQuest that you will not use the Products viruses or other contamination), or any material retrieved from the Products to create products or perform services which compete sold through third party sites. All such links to third party Internet sites are provided solely as a convenience to the Trust and the Trust accesses and uses such sites at its own risk. A link in the Electronic Services to a third party site does not constitute BNY's endorsement, authorisation or interfere with the publications sponsorship of such site or any products and services of ProQuest or its licensorsavailable from such site. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Transfer Agency and Service Agreement (First Trust Exchange-Traded Alphadex Fund)

License. a) Subject During the Subscription Term, we will grant to you, the customer identified in the Order Form, a limited, non-exclusive, non- transferable, non-sublicensable right to access and use the data subscription service as detailed in the Order (Subscription Data), and for the sole use within your business and for internal business purposes only, provided that you comply with the use restrictions and allowance limitations and parameters outlined in the Order and this Agreement. The Customer accepts the terms and conditions of this Agreement and accepts full responsibility for performance by its employees, contractors and agents (collectively, “Customer Representatives”) of obligations under this Agreement. b) Unreasonable or Excessive Use: You agree that you will use and access the Subscription Data in the manner that is agreed and set out in the Order Form and your use will not be: (i) Unreasonable, which is where your use is in our reasonable opinion is considered by us to be illegal or fraudulent, contrary to the terms of this AgreementAgreement or Order, ProQuest Information and Learning Company ("ProQuest") hereby grants you or in a non-exclusive, non-transferable license to have way that adversely affect other customers or their use of or access to the Subscription Data and use any other products and services we offer, or any negative impact to our reputation; Amongst other things, “fraudulent use” includes resupply of the on-line, FTP electronic feed Subscription Data or CDROM other products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of services without our consent so that someone else may access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright Subscription Data or other proprietary right products and services or take advantage of ProQuest the Subscription Data or its licensors. You may not other products and services; (ii) Excessive, which is a continuing and unreasonably disproportionate use of the Products Subscription Data when compared to execute denial other average individual named users, or use that is in excess of service attacks nor may you perform automated searches against ProQuest's systems any allowance limitations detailed in an Order; and (iii) Any use or access to the extent such searches unduly burden ProQuest's systems (including, but not limited Subscription Data that we deemed to automated "bots" be Unreasonable or link checkers). You Excessive may print and make copies of materials retrieved through result in your access to the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products Subscription Data being suspended or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensorsexcess usage fees payable. c) Notwithstanding You may permit employees, to use and access the previous paragraphSubscription Data on your behalf during the Subscription Term, if you represent a public libraryprovided that they only use the Subscription Data for projects being performed by such persons or entities for your benefit and on your behalf, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-siteno other purposes. You will limit use all reasonable endeavours to ensure that such persons and entities do not use to or access the customary services provided to patrons and you will not re-distribute Subscription Data (or any data extracted therefrom) for their own purposes or for the materials retrieved from the Products or provide access to the Products to other libraries or purposes of any third parties either directly or indirectly, unless specifically authorized by ProQuestparty. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Data Subscription Agreement

License. a) Subject to the terms other requirements of this AgreementXXXX (including but not limited to the Credit requirements of Section 8, ProQuest Information as applicable), you are granted a non-exclusive and Learning Company non-transferable license to use the art pack in the following manner: ("ProQuest"a) hereby grants you may load the Art Pack into and use it on a single computer which is in your custody and control for your own for either private and domestic use; (b) you may transfer the Art Pack from one computer to another provided it is used on only one computer at any one time and any computer on which it is used is under your custody and control at the time of use; (c) you may make as many copies of the Art Pack in machine readable form for personal backup purposes only, provided that all copyright and any other proprietary legends or other notices on the original are reproduced in full and they are retained entirely under your control; (d) you may use the Art Pack to create items for personal use or resale, including book covers, maps, calendars, interior artwork, adventures, modules, and consumer merchandise, provided such use is not intended to allow the re-distribution or re-use of the images themselves. (e) you may use images from the art pack as décor or gaming props in office areas, lobbies, public areas, restaurants, or retail stores. The images may be used as design elements in video, film, or television broadcasts. (f) you may use the images in connection with your business or entity (i.e., letterhead and/or identity documents, provided the restrictions in paragraph 3(b) are followed. (g) you may modify or alter images from the art pack as necessary for your use, provided that if such modification or alteration constitutes a derivative work, the rights to all such derivative works shall be retained with Scrying Eye Games, and that you shall only use such derivative work in accordance with this agreement. (h) you acknowledge that this is a non-exclusive, non-transferable license, and you may not transfer the Art Pack or its license in any fashion to have access to and use any other person or entity without the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) express written permission of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries ScheduleScrying Eye Games. b(i) You will your rights of use under this XXXX are strictly conditional upon your observance of the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials terms and conditions contained in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: End User License Agreement

License. (a) Subject to the payment of the Purchase Price and the terms and conditions of this Agreement, ProQuest Information each of Seller, Guarantor and Learning Company their Affiliates ("ProQuest"“Licensors”) hereby grants you grant to Buyer a personal, nontransferable (except in connection with the sale by Buyer of the Acquired Company), perpetual, irrevocable, non-exclusive, non-transferable sublicenseable (except as set forth in Section 5.10(b) below), worldwide, and royalty-free license under the Licensed Claims (as such is defined below in this Section 5.10) to make, have access made, use, sell, offer to sell, import, distribute, and use support Acquired Company Products, provided however that these licenses under the on-line, FTP electronic feed or CDROM products Licensed Claims do not extend to any modifications to any Acquired Company Product as such is provided by ProQuest Seller to you Buyer at Closing. For avoidance of doubt, the licenses under the Licensed Claims do not extend only to the extent of the specific modification, but unmodified portions of the Acquired Company Products nonetheless remain licensed under the Licensed Claims. (b) With respect to Acquired Company Products that are software, the foregoing license allows the sublicensing of the right to use, reproduce and distribute such Acquired Company Products to end users or to authorized agents of the Buyer or an Affiliate of Buyer such as listed a distributor, replicator, VAR or OEM, solely as necessary to exercise the rights to use, reproduce and distribute such Acquired Company Product granted by Buyer or Buyer Affiliate. Nothing in this Section 5.10 shall be used or relied on as being an implied Patent license. (c) If Guarantor, Seller or any of their Affiliates (each a “Sued Party”) is threatened with a suit, or sued, for patent infringement by Acquired Company, Buyer or any of their Affiliates (each a “Suing Party”), then the Sued Party may terminate or withhold the grant of patent licenses to its Licensed Patents under this Section 5.10 to the Suing Party and its Affiliates. Any such termination or withholding shall be applicable only against the Suing Party and its Affiliates. (d) For the purposes of this Section 5.10, “Licensed Claims” means claims of a Patent: (a) that any Licensor now or hereafter owns, controls or otherwise has the right to license, without an obligation to make any additional payment of any royalty or other amounts to any unaffiliated third party as a result of the license granted above; (b) that would be infringed by an Acquired Company Product, as such is provided by Seller to Buyer at Closing, absent the license granted under this Section 5.10; and (c) have a priority date on or before Closing. Notwithstanding the foregoing, “Licensed Claims” do not include any claims: (1) other than those set forth above, even if contained in the attached Fee Schedule , attached invoice same patent or accepted purchase order patent application as a Licensed Claim; (the "Products"). You do not acquire 2) covering any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted enabling technologies that may be necessary to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products make or use any product (or a portion thereof) or combination that implements an Acquired Company Product, (such as hardware, software, semiconductor manufacturing, compiler, object-oriented, operating system, protocol, programming interface or networking technologies); (3) covering the materials implementation of any specification, technical documentation or technology relating to wireless network technology that is merely referenced in any manner that will infringe one of the copyright Acquired Company Products; or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems (4) to the extent such searches unduly burden ProQuest's systems Licensed Claim covers any product (includingor portion thereof) or combination, but that is not limited an Acquired Company Product as such is provided by Seller to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensorsBuyer at Closing. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Stock Purchase Agreement (Informatica Corp)

License. a) 2.1 Subject to the terms of and conditions set forth in this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby Appeon grants you to You a non-non- exclusive, non-transferable license to have access Use each licensed Program within the country specified on the Order or Reseller's order. Each Program shall be subject to the usage limitations based on quantity and use type of license purchased, as indicated on the onOrder or Reseller's order, and the Fair Usage Policy (/appeon-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"fair-usage-policy.html). You do may Use the Program (and accompanying Redistributables) solely for Your internal business purposes by Your employees, agents and contractors (including third parties performing services for You), unless otherwise permitted by the type of license purchased. If you purchased a subscription-based (non-perpetual) license, You may Use the Program only during the applicable Subscription Term. If the license type is not acquire any ownership interest or rights indicated in the Products Order or Reseller's order, the license type shall be a Seat License to be Used on a non-perpetual basis with a Subscription Term of one (1) year. The Program, license, Redistributables, and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access Documentation may not be transferred, sold, assigned, sublicensed or otherwise conveyed (whether remote by operation of law or onotherwise) to another party without Appeon's prior written consent and payment of any applicable fees in accordance with Appeon's then-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedulecurrent policies. b) 2.2 You will use may not modify, reverse engineer, decompile or disassemble the Products solely for your own personal Program (except as specifically permitted by law without the possibility of contractual waiver or internal use. You will not publish, broadcast or sell any materials retrieved through as expressly permitted in the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensorsDocumentation). You may not use share, publish, rent or lease the Products Program, or provide the Program as a stand-alone offering for others to execute denial Use. Redistributables shall be Used solely for the purpose of service attacks nor running Your Business Application, which shall be developed Using licensed copies of the Program. You shall not remove any copyright notices or other proprietary notices from the Program, and shall reproduce such notices on all copies of the Program. Results of benchmark or other performance tests run on the Program may not be disclosed to any third party without Appeon's prior written consent. 2.3 Appeon shall make the Program (and any Updates available at the time) available to You, via ESD, and if applicable, an activation code or other means permitting You to install and activate each license specified on the Order or Reseller's order. Risk of loss passes at the time of such electronic delivery. You, at Your own expense, shall be responsible for properly installing and configuring the Program (and all Updates). 2.4 Third-party software that are accompanied by a separate license agreement from a third party (“Other Software”) are under such third-party license terms. The Program gives you perform automated searches against ProQuest's systems the option to download third-party software from package managers (“Packages”). The terms of this Agreement shall not apply to Other Software and Packages, except that, as between You and Appeon, the provisions of this Section 2.4, Section 3, Section 7.4 and Section 9.8 shall apply. Third-party software not accompanied by a license agreement from a third party shall be subject to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) terms of this Agreement. You represent and warrant to ProQuest By downloading, installing, or using the Program in any way, you acknowledge that you will not use have read, understand and agree to the Products or licenses of the third-party software of the Program posted to the Appeon website (/thirdpartylicenses.html). 2.5 No more often than once in any material retrieved from 12-month period, Appeon may, at its expense, upon written notice and during business hours, audit the Products to create products or perform services which compete or interfere number of copies of the Program in Use and Your compliance with the publications and services applicable usage limitations set forth by this Agreement. The auditors shall protect the confidentiality of ProQuest or its licensors. c) Notwithstanding Your information. If the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions Use of the copyright ownerProgram is found to be greater than that for which You are licensed, you may provide public access You shall pay any additional amounts due based upon the list prices set forth in the Price List in effect upon the date of notice of the audit. Your refusal to and retrieval permit an audit within a period of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. dthirty (30) You may create printouts calendar days following receipt of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products notice shall be for your own internal or personal use. Downloading a material breach of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelyAgreement. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Software License Agreement

License. a) Subject to There may be low-resolution comping images (the terms of this Agreement, ProQuest Information and Learning Company ("ProQuestLow-Resolution Digital Media") hereby and there may be high-resolution images (the "High-Resolution Digital Media") on each disc or internet download. Licensor(s) grants to you and your employer, if you are licensing on behalf of your employer, a non-exclusive, non-transferable license sub licensable right to have access to use any software obtained from Licensor(s) ("Software") and use the onany of Licensor(s)' Low-lineResolution Digital Media and High-Resolution Digital Media and any derivatives or copies (collectively, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "ProductsDigital Media"), on your personal computer. The Digital Media, Software and disc may not be shared by creating a disc library, Digital Media storage jukebox, network configuration or similar arrangement and you may not create a network of servers, either with or without a central location, which enables others to share the Digital Media, Software or discs. You do may not acquire any ownership interest utilize the Digital Media, Software or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials disc in any manner that will infringe is not expressly permitted in this license agreement. All rights not specifically granted above are retained by Licensor(s). One copy of the copyright Digital Media and Software may be made for backup purposes only, but may be used only if the original Digital Media or other proprietary right of ProQuest Software becomes defective, or its licensorsis destroyed or otherwise irretrievably lost. You Except as specifically provided in this license agreement, no Digital Media, Software or disc may be shared or copied. Software may be used only in conjunction with the Digital Media. The Low-Resolution Digital Media may be used in materials for PERSONAL, NONCOMMERCIAL use and TEST or SAMPLE use, including COMPS and LAYOUTS. The Low-Resolution Digital Media may not use the Products to execute denial be used in any final materials distributed inside of service attacks nor may you perform automated searches against ProQuest's systems your company or any materials distributed outside of your company or to the extent such searches unduly burden ProQuest's systems (includingpublic, including but not limited to automated "bots" to, advertising and marketing materials or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 any online, broadcast or other electronic distribution system (d) of this Agreement. You represent and warrant to ProQuest except that you will may transmit comps digitally or electronically to your clients for their review) and may not be distributed, sublicensed or made available for use the Products or any material retrieved from the Products to create products distribution separately or perform services which compete or interfere with the publications individually and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you no rights may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use be granted to the customary services provided to patrons and you will not reLow-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s)Resolution Digital Media. The term "Authorized User" meansHigh-Resolution Digital Media may be used on a worldwide and perpetual basis as a part of:

Appears in 1 contract

Samples: Royalty Free End User License Agreement

License. aContent Provider hereby grants to MDC Productions LLC (the “Company”) Subject a worldwide, assignable, sublicensable (through multiple tiers), royalty-free, perpetual, irrevocable license (i) to make, display, perform, use, reproduce, distribute, offer, sell, import, transmit, create Derivatives of, provide user access to, and otherwise commercialize and fully exploit, in any and every manner and medium now or hereafter known, the Content, any Content IP and any Derivatives created pursuant to this license, and (ii) to use and disseminate Content Provider’s names, marks and other designations, as well as Content Provider’s likeness and biographical information, for promotional and other purposes in connection with any of the foregoing. To the extent Company creates any Derivatives of the Content, Company will retain ownership of all right, title and interest in and to such Derivatives it creates, including without limitation all intellectual property rights related thereto. Content Provider will confirm its consent to the terms of this Agreementforegoing, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusiveratify any action pursuant to the foregoing, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided at any time requested by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products")Company. You do not acquire any ownership interest or rights in the Products hereby consent to all uses and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems revisions to the extent such searches unduly burden ProQuest's systems Content, Content IP and any Derivatives and hereby waive any moral rights or “droit moral” (including, but not limited to automated "bots" any rights of attribution or link checkersintegrity). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant also hereby waive any right to ProQuest that you will not use the Products royalties or any material retrieved other compensation arising from the Products or related to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwordsanything contemplated herein. “Content” includes any text, IP address verification images, audio, video or other secure method multimedia content that Content Provider submits to the Company. “Derivatives” of user verificationany subject matter include, without limitation, all derivatives, enhancements, extensions, improvements, modifications, new products and the like, that to any extent incorporate or are based on or related to any portion of that subject matter. You will immediately notify ProQuest if you believe one “Content IP” includes, without limitation, all patent rights, copyrights, trademark rights, trade secret rights, moral rights, and any other intellectual property rights or more of your secure access method(s) is being misusedsimilar rights anywhere in the world covering or embodied in or relating to any Content or any modification, use, production or dissemination or other activity or exploitation relating to any Content. If you authorize fee-per-article access This Agreement does not represent an obligation or commitment by Company to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing use the on-line products through your designated secure access method(s). The term "Authorized User" means:Content or Content IP.

Appears in 1 contract

Samples: Content License

License. a) 2.01 Subject to the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") NEORX hereby grants you THESEUS a non-exclusive, non-transferable nonexclusive license to have access the NEORX Xxxxxx Technology to make, use and use sell Linker Licensed Products within the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in Field In the attached Fee Schedule , attached invoice or accepted purchase order (the "Products")Licensed Territory. You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may THESEUS shall not use the Products NEORX Linker Technology for any other purpose. THESEUS shall not have the right to execute denial of service attacks nor sublicense its rights under this Section 2.01, except to a wholly owned subsidiary so long as it remains a wholly owned subsidiary. 2.02 THESEUS, upon thirty (30) days' prior written notice to NEORX with supporting information, may you perform automated searches against ProQuest's systems elect to expand, on a product-by-product basis, the license granted in Section 2.01 by adding a product to the extent such searches unduly burden ProQuest's systems definition of "Linker Licensed Product" that (includinga) is under development at THESEUS or its Affiliates and about to enter a pivotal clinical trial, but not limited to automated "bots" (b) is for use only in the Field, (c) utilizes a Licensed Ligand or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 a Licensed Linker with a THESEUS Vector, (d) of this Agreement. You represent and warrant does not relate to ProQuest that you will not use the Products or incorporate a tissue plasminogen activator or any material retrieved from the Products to create products modification or perform services which compete derivative thereof and (e) is not a product acquired or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraphlicensed, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuestfrom Diatide, Inc. or its Related Parties or licensees or incorporating or based on the technology of Diatide, Inc. 2.03 Subject to the terms of this Agreement, NEORX hereby grants THESEUS an exclusive license to the NEORX Annexin Technology to make, use and sell Annexin Licensed Products within the Field in the Licensed Territory. THESEUS shall not use the NEORX Annexin Technology for any other purpose. THESEUS shall have the right to sublicense its rights under this Section 2.03 with the prior written consent of NEORX, which consent shall not be unreasonably withheld. It is recognized and agreed that a portion of the NEORX Annexin Technology may be licensed from third-party institutions and that it is subject to, and THESEUS shall comply and perform in accordance with, the terms of the third-party license agreement. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products 2.04 THESEUS shall be for your own internal or personal use. Downloading of all or parts provide NEORX with written notice of the Products name, address and scope of rights of each Sublicensee to which it intends to grant a sublicense in a systematic or regular manner so as to create a collection of materials comprising all or part accordance with this Agreement and within ten (10) days after the completion of the Products is strictly prohibited whether grant or not such collection is in electronic or print form. Notwithstanding any amendment to the above restrictions, this paragraph shall not restrict your use scope of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelySublicensee's rights. e2.05 During the next twelve (12) Individual content providers months, NEORX shall provide reasonable assistance to THESEUS, upon THESEUS' request and at THESEUS' expense, in seeking to acquire other rights to technology owned or licensors controlled by Boehringer Ingelheim that may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated useful in connection with such content and shall not materially alter your use of the Annexin Licensed Products. f) If your subscription allows you 2.06 THESEUS shall use reasonable and diligent efforts to provide remote access to the develop and commercialize Annexin Licensed Products and Linker Licensed Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:.

Appears in 1 contract

Samples: License Agreement (North American Scientific Inc)

License. a) Subject During the Term and subject to the terms and conditions of this Agreement, ProQuest Information and Learning Company ("ProQuest") HS hereby grants you AOL a non-exclusivelimited, non-transferable worldwide, nonexclusive license (a) to have access to use, market, license, store, distribute, reproduce, display, adapt, communicate, perform, transmit, and use promote the on-line, FTP electronic feed Customized Programming and the Licensed Content (or CDROM products provided by ProQuest to you as listed any portion thereof) through the AOL Network in the attached Fee Schedule ordinary course of the operation of the AOL Network, attached invoice (b) to use, link to, market, and promote the Customized Sites as contemplated in this Agreement and, to the extent necessary or accepted purchase order appropriate for the delivery of the Customized Sites to AOL Users as contemplated in this Agreement, store, distribute, reproduce, display, communicate, perform, and transmit the Customized Sites (the "Products"). You do not acquire or any ownership interest or rights portion thereof) in the Products ordinary course of operation of the AOL Network; and associated materials (c) to use, market, license, store, distribute, reproduce, display, adapt, communicate, perform, transmit, and promote the Customized Programming and Licensed Content (or any portion thereof) to promote the products and services of AOL and its Affiliates in online or offline media. In the event that AOL desires to translate the Licensed Content or Customized Programming (or any portion thereof) from English to a another language (e.g., Spanish), HS will negotiate in good faith to permit AOL to translate such Licensed Content or Customized Programming; provided, however that any such translation will be subject to HS’ approval. Upon expiration or earlier termination of the Agreement, AOL shall take no action with respect to the Licensed Content that would infringe the intellectual property rights of HS in the Licensed Content and AOL shall delete the Licensed Content in accordance with AOL’s standard practices in similar circumstances. AOL Network Distribution. HS shall not authorize or knowingly permit any third party to distribute any Content of HS through the AOL Network absent AOL’s prior written approval. The distribution, placements and/or promotions described in this Agreement or otherwise provided to HS by AOL shall be used by HS solely for its own benefit, will promote solely the Licensed Content within the Customized Site or Customized Programming expressly described on Exhibit A or as permitted in the Agreement and will not be resold, traded, exchanged, bartered, brokered or otherwise offered or transferred to any third party or contain any branding other than HS’ branding. Further, the Content of all such rights distribution, placements and interests remain promotions shall be subject to AOL’s relevant written policies that are provided in ProQuest writing to HS regarding objectionable content (e.g., illegal, illicit or unfit for minors) and its licensors. This License is granted to you at your principal location for the type(s) of access promotion (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will provided that such policies shall not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems apply to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials policies would materially adversely affect HS’ rights under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelyAgreement). e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Distribution Agreement (Homestore Inc)

License. a) Subject 3.2.1. The Trial Software provided to the End User under this Agreement is subject to the End User’s compliance with all the terms and conditions of this AgreementAgreement and the corresponding Managed Service Agreement for the Trial Software found on our online terms and conditions page. The Managed Service Provider grants to the End User a limited, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable subscription-based license to have use the Trial Software and the Managed Service Provider Materials solely as provided by the Managed Service Provider for the purpose of internal trial and evaluation of the Trial Software for the Trial Period. The use of the Trial Software by the End User is subject to the Licensed Levels stipulated in the Delivery Note. 3.2.2. The Managed Service Provider shall install or assist the End User to install the Trial Software on hardware that is owned or controlled and in any event operated by the Managed Service Provider via a private network or the internet (the “Hardware”). The End User shall be entitled to access to and use the on-line, FTP electronic feed or CDROM products Trial Software using License Keys provided by ProQuest to you as listed in the attached Fee Schedule Managed Service Provider. The Trial Software will remain on the Hardware for the Trial Period. 3.2.3. The End User shall indemnify, attached invoice or accepted purchase order (defend and hold harmless the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest Managed Service Provider and its licensors. This License is granted to you at your principal location licensors and suppliers for any claim arising from the type(sEnd User’s use of the Trial Software: (i) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) breach of this Agreement; or (ii) in breach or infringement of third party rights. 3.2.4. You represent and warrant THE END USER’S RIGHT TO USE THE TRIAL SOFTWARE SHALL BE EFFECTIVE FROM THE EFFECTIVE DATE FOR THE TRIAL PERIOD. NOTICE OF EXPIRATION WILL NOT ACTIVELY BE GIVEN. THE END USER AGREES TO DESTROY THE MANAGED SERVICE PROVIDER MATERIALS, THE TRIAL SOFTWARE AND ALL COPIES MADE OF IT WITHIN 10 (TEN) DAYS OF THE END OF THE TRAIL PERIOD. 3.2.5. If the End User desires to ProQuest that you will not use the Products Trial Software after the Trial Period, it will need to acquire a validly licensed copy of the productive use version of the Trial Software, to which a charge will apply. The TRIAL SOFTWARE is "NOT FOR PRODUCTION USE". The End User may not demonstrate, test, examine, evaluate or otherwise use the Trial Software in a live operating environment or with data that has not been sufficiently backed up. The Trial Software shall not be used for any material retrieved purposes other than evaluation and testing of the Trial Software. Configurations created for non-productive use, evaluation and testing shall not be used for projects outside the Trial Period. 3.2.6. This license does not permit the End User to: (i) use the Managed Service Provider Materials to provide services to third parties (e.g. business process outsourcing, service bureau applications or third party training); (ii) lease, loan, resell, sublicense or otherwise distribute the Managed Service Provider Materials; (iii) distribute or publish keycode(s); (iv) make any use of or perform any acts with respect to the Managed Service Provider Materials other than as expressly permitted in accordance with the terms of this Agreement; (v) use software components other than those specifically identified herein as the Trial Software, even if it is also technically possible for the End User to access other software components; (vi) modify the Trial Software; (vii) use the Trial Software or the Managed Service Provider Materials for any purposes that are competitive with the Managed Service Provider; (viii) use the Trail Software for productive purposes or otherwise use, copy, modify or distribute the Trail Software except as expressly permitted in this Agreement; (ix) use any of the Managed Service Provider Materials or the Trial Software components, files, modules, audio-visual content, or related licensed materials separately from the Products Trail Software; (x) use the Trail Software for commercial application hosting; or (xi) benchmark or disclose the results of any benchmark test of the Trial Software to create products or perform services which compete or interfere any third party without the Managed Service Provider's prior written approval. This Agreement incorporates by reference any use restrictions, notices and pass-through terms with respect to the publications Trial Software set forth in the Managed Service Provider Use Rights. Any reference to ‘the Agreement’ shall include the relevant use restrictions, notices and services of ProQuest or its licensorspass-through terms contained in the Managed Service Provider Use Rights. The End User acknowledges it has had the opportunity to review the Managed Service Provider Use Rights prior to accepting this Agreement. c) Notwithstanding 3.2.7. The Trial Software is licensed solely for Standalone Use. “Standalone Use” means the previous paragraphTrial Software may not be used to access, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through in any manner whatsoever, any other software and/or third-party software licensed from the Products via on-line printing, off-line printing, facsimileManaged Service Provider, or electronic mail. All reproduction and distribution of such printoutsan authorized reseller, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal distributor, OEM or personal use. Downloading of all or parts other authorized partner of the Products in a systematic Managed Service Provider or regular manner so as to create a collection of materials comprising all its licensor, unless such software or part of the Products is strictly prohibited whether or not third-party software explicitly allows such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelyaccess. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Trial License Agreement

License. aAs long as you are in compliance with the conditions of this Agreement and all incorporated documents, we hereby grant you during the Term (as defined herein) Subject a limited, revocable, non-assignable, non- transferable, non-sublicensable, non-exclusive license to access and use the Services and the materials thereon that are intended to be displayed publicly. No rights not explicitly listed herein are granted. INCORPORATED TERMS The following additional terms are incorporated into this Agreement as if fully set forth herein: Privacy Policy Copyright Policy Complaint Policy (including Privacy and Trademark)DISCLAIMERS The materials appearing on the Services, including but not limited to summaries, descriptions, publications and any other such materials, are not intended to and DO NOT constitute legal, medical, financial, investment, business or professional advice of any kind. Those accessing the materials appearing on the Services should not act upon them without first seeking relevant professional counsel, as these materials are general in nature, and may not apply to particular circumstances. The materials should not be used as a substitute for consultation with a professional adviser. You agree that we are not responsible for any decisions that you may make. While we make reasonable efforts to ensure that the Services remain live and available, we do not represent or warrant that access to the Services will be error-free or uninterrupted, and we do not guarantee that users will be able to access or use the Services, or their features, at all times. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services, or any part thereof, with or without notice. The Services may contain typographical errors or inaccuracies, including relating to price, and may not be complete or current. We reserve the right to correct any such errors, inaccuracies or omissions and to change or update information at any time without prior notice. Although we have the right to review, edit, remove or modify information from or on the Services, we may not screen this material or control the sources of this information, and we do not guarantee the accuracy, suitability, completeness, currency, quality, adequacy or applicability of any such information. ELIGIBILITY You must be over the age of 18 to register an account or use the Services. By using the Services, you represent that you meet this minimum age requirement. ME1 25179268v.3 Some parts or all of the Services may not be available to the general public, and we may impose eligibility rules on such portion of the Services from time to time. We reserve the right to amend or eliminate these eligibility requirements at any time. You are not eligible to use the Services if doing so would violate any U.S. law or regulation, including but not limited to export controls or restrictions. SUBSCRIPTION AND FEES As more fully described on the Services, certain elements of the Services may require fees for access (the “Paid Services”). We may use a third-party payment processor (the “Payment Processor”) to charge you through an online account for use of the Paid Service. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for error by the Payment Processor. You agree to pay us, through the Payment Processor or in another format accepted by us, all charges for the Paid Services that you access, and you authorize us, where applicable, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). For Paid Services involving one-time fees, as identified on the Services, your Payment Method will be charged at the time of purchase, or you will be billed by us, as determined by us. For recurring subscriptions, we will automatically charge your Payment Method or invoice you (as determined by us) for the next period at the end of each subscription period, as further identified on the Services and at purchase. If you purchase a subscription, it may result in recurring charges, to your Payment Method or otherwise, and you agree that we may charge such amounts until such a time as your subscription expires or you cancel the subscription, depending on the subscription type. WE MAY SUBMIT PERIODIC CHARGES WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. For any subscriptions, you agree that your license to the Services is not a service, repair or maintenance to real or personal property. If you wish to cancel, upgrade or downgrade your subscription, you may do so at any time through your account. Any charges incurred prior to cancellation or downgrade are non-refundable. If you upgrade your subscription, you will be charged the difference in your current subscription and the upgraded subscription at that time, and you will be charged the price for the upgraded subscription on an ongoing basis until cancellation. If you downgrade your subscription, you will be charged the reduced price at the beginning of the next term. If you gain access to our software through a promotional trial period, whatever that trial period might be, you agree and consent to be charged the recurring monthly payment at the end of said trial period. Unless you choose to end your subscription before the end of the allotted time. Your account will be considered delinquent if payment in full is not successful when a charge is initiated. Unless specified in an invoice, amounts due are exclusive of all applicable taxes, levies, or duties, and you will be responsible for payment of all such amounts. In addition to other applicable remedies, we reserve the right to suspend and/or terminate your access to the Services and/or terminate this Agreement if your Payment Method is declined or fails and your account therefore is delinquent. Charges to delinquent accounts are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including reasonable attorneys’ fees and court costs. RULES OF CONDUCT Your use of the Services is conditioned on your compliance with the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, including but not limited to automated "bots" or link checkers)these rules of conduct. ME1 25179268v.3 You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest agree that you will not use the Products violate any applicable law or any material retrieved from the Products to create products or perform services which compete or interfere regulation in connection with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the Services. You agree not to distribute, upload, make available or otherwise publish through the Services any suggestions, information, ideas, comments, causes, promotions, documents, questions, notes, plans, drawings, proposals, or materials under similar thereto (“Submissions”) or graphics, text, information, links, profiles, audio, photos, software, music, sounds, video, comments, messages or tags, or similar materials (“Content”) that: is unlawful or encourages another to engage in anything unlawful; contains a virus or any other similar programs or software which may damage the doctrines operation ofour or another’s computer; violates the rights of "fair use" any party or "fair dealing" as defined under infringes upon the laws patent, trademark, trade secret, copyright,right of privacy or publicity or other intellectual property right of any party; is false, inaccurate, fraudulent or misleading; or, is libelous, defamatory, obscene, inappropriate, invasive of privacy or publicity rights, abusing,harassing, threatening or bullying. You must keep your user name and password and any other information needed to login to the Services, if applicable, confidential and secure. We are not responsible for any unauthorized access to your account or profile by others. You further agree that you will not do any of the United Statesfollowing: modify, Englandadapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Services; interfere with or disrupt the operation of the Services, including restricting or inhibiting any other person from using the Services by means of hacking or defacing; transmit to or make available in connection with the Services any denial of service attack, virus, worm, Trojan horse or other harmful code or activity; attempt to probe, scan or test the vulnerability of a system or network of the Services or to breach security or authentication measures without proper authorization; take any action that imposes, or German Copyright Law respectively. e) Individual may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure; harvest or collect the email address or other contact information of other users of the Services; scrape or collect content providers from the Services via automated or licensors large group means; submit, post or make available false, incomplete or misleading information to the Services, orotherwise provide such information to us; register for more than one user account; or, impersonate any other person or business. You are not licensed to access any portion of the Services that is not public, and you may have conditions of use applicable solely not attempt to their content. Such conditions of use shall be displayed override any security measures in place on the computer screen displays associated with such content and shall not materially alter Services. Notwithstanding the foregoing rules of conduct, our unlimited right to terminate your use of the Products. f) If your subscription allows you to provide remote access to the ProductsService shall not be limited to violations of these rules of conduct. CONTENT SUBMITTED OR MADE AVAILABLE TO US You are under no obligation to submit anything to us, and unless otherwise noted, we will not claim ownership of any Content. However, in order for us to provide the Services, we need your permission to process, display, reproduce and otherwise use Content you make available to us. Therefore, if you choose to submit any Content to the Services, or otherwise make available any Content through the Services, you will limit access hereby grant to us a perpetual, irrevocable, transferrable, sub-licensable, non- exclusive, worldwide, royalty-free license to reproduce, use, modify, display, perform, distribute, translate ME1 25179268v.3 and create derivative works from any such Content, including without limitation distributing part or all of the Products Content in any media format through any media channels. By submitting any Content or Submissions to Authorized Users (defined below) through the use of user identification numbers us you hereby agree, warrant and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" meansrepresent that:

Appears in 1 contract

Samples: Terms of Service Agreement

License. a5.1 If you are a Candidate and has not been conferred with certification, you shall not be granted the rights to use and/or display the EC-Council trademarks, logo, insignia (hereinafter “Marks”) for whatsoever purpose, be it for promotional, advertising, marketing and/or publicity purposes. Failure to abide with this section shall attract legal recourse in the forms of injunctions, civil liability, and forfeiture of profits, and punitive damages and/or other legal sanctions deemed reasonable to address such breach. 5.2 Subject to the terms and conditions of this AgreementAgreement and the attainment of one or more of EC-Council certifications, ProQuest Information EC-Council shall grant you in your capacity as Certified Member a non- exclusive and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access only use and display the relevant Marks solely in connection with providing the professional services that correspond to and the certification program that the Certified Member had earned. 5.3 Once certified, you may use the on-lineMarks such on such promotional display and advertising materials as it may, FTP electronic feed or CDROM products provided by ProQuest in your judgement, promote the professional services in correspondence to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedulecertification. b) 5.4 You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may shall not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems Marks for any purposes that are not directly related to the extent such searches unduly burden ProQuest's systems (including, but not limited provision of the professional services corresponding to automated "bots" or link checkers). your particular certification You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will shall not use the Products or Marks if any material retrieved from certification program unless you have completed the Products to create products or perform services which compete or interfere with certification program requirements and have been notified by EC-Council in writing that you have achieved the publications and services of ProQuest or its licensorscertification status for that particular Program. c) Notwithstanding the previous paragraph, if you represent 5.5 As a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright ownerCertified Member, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will shall not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for misrepresent your own internal certification status or personal use. Downloading of all or parts of the Products in a systematic or regular manner qualifications so as to create imply or suggest that EC-Council in any way endorses, sponsors or recommends you, or any of your products or services. 5.6 You also agree that your status as a collection of materials comprising all or part of Certified Member and your rights pertaining to the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, Marks as vested to you under this paragraph Agreement shall not restrict your use permit you to hold yourself out as having any ownership rights over the official Training/Examination Materials. Any attempts/action which implies to the public that you have some degree of ownership to the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use official Training/Examination Materials shall be displayed on the computer screen displays associated construed as a material breach of this Agreement and your certification shall be revoked with such content and shall not materially alter your use of the Productsimmediate effect. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Certification Agreement

License. a) Subject to Provided that you constantly comply with the express terms of this Agreementand conditions stated in these Terms, ProQuest Information and Learning Company ("ProQuest") hereby Invexcoin Exchange grants you a revocable, limited, royalty-free, non-exclusive, non-transferable transferable, and non-sublicensable license to have access to and use Invexcoin Exchange Services through your computer or Internet compatible devices for your personal/internal purposes. You are prohibited to use Invexcoin Exchange Services for resale or commercial purposes, including transactions on behalf of other persons or entities. All the on-lineabove actions are expressly prohibited and constitute a material violation of these Terms. The content layout, FTP electronic feed or CDROM products provided by ProQuest to you as listed format, function and access rights regarding Invexcoin Exchange Services should be stipulated in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products")discretion of Invexcoin Exchange. You do Invexcoin Exchange reserves all rights not acquire any ownership interest or rights expressly granted in the Products and associated materials and all such rights and interests remain in ProQuest and its licensorsthese Terms. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundleTherefore, you are responsible hereby prohibited from using Invexcoin Exchange Services in any way not expressly authorized by these Terms. These Terms only grant a limited license to access and use Invexcoin Exchange Services. Therefore, you hereby agree when you use Invexcoin Exchange Services, Invexcoin Exchange does not transfer Invexcoin Exchange Services or the ownership or intellectual property rights of any Invexcoin Exchange intellectual property to you or anyone else. All the text, graphics, user interfaces, visual interface, photos, sounds, process flow diagrams, computer code (including html code), programs, software, products, information and documents, as well as the design, structure, selection, coordination, expression, look and feel, and layout of any content included in the services or provided through Invexcoin Exchange Services, are exclusively owned, controlled and/or licensed by Invexcoin Exchange Operators or its members, parent companies, licensors or affiliates. Invexcoin Exchange owns any feedback, suggestions, ideas, or other information or materials (hereinafter collectively referred to as “Feedback”) about Invexcoin Exchange or Invexcoin Exchange Services you provide through email, Invexcoin Exchange Services, or other ways. You hereby transfer all rights, ownership and interests of the Feedback and all related intellectual property rights to Invexcoin Exchange. You have no right and hereby waive any request for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:acknowledgment or compensation based on any Feedback, or any modifications based on any Feedback.

Appears in 1 contract

Samples: Terms of Use

License. aMERCHANT hereby grants AOL a [ * ] license to reproduce, display, ---------- perform, transmit and promote the Merchant Site and all content products and services offered therein or otherwise provided by MERCHANT in connection herewith (e.g., offline or online promotional content; Promotions, etc.) Subject through the AOL Service, XXX.xxx and the CompuServe Service and through any other product or service owned, operated, distributed or authorized to be distributed by or through AOL or its affiliates worldwide through which such Party elects to offer the terms Merchant Site (which may include, without limitation, Internet sites promoting AOL products and services and any "offline" information browsing products of this AgreementAOL or its affiliates), ProQuest Information Users of the AOL Service, XXX.xxx and Learning Company the CompuServe Service (as applicable) ("ProQuestAOL Users") hereby grants you a non-exclusive, non-transferable license will have the right to have access to and use the on-lineMerchant Site. Subject to such license, FTP electronic feed or CDROM products provided by ProQuest MERCHANT retains all right, title to you as listed and interest in the attached Fee Schedule Merchant Site. During the Term, attached invoice or accepted purchase order AOL will have the right to use MERCHANT's trademarks, trade names and service marks in connection with performance of this Agreement (the "ProductsMerchant Marks")) subject to any written guidelines provided in writing to AOL. You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You MERCHANT will not publishuse, broadcast display or sell any materials retrieved through modify AOL's trademarks, tradenames or * Certain confidential information on this page has been omitted and filed separately with the Products or use the materials Securities and Exchange Commission. EXHIBIT C Standard Legal Terms & Conditions --------------------------------- servicemarks in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuestmanner, absent AOL's systems express prior written approval; provided that, to the extent AOL has provided such searches unduly burden ProQuest's systems approval for a use by MERCHANT of an AOL trademark, tradename or servicemark (includingan "AOL Xxxx". and, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications "Merchant Marks," the "Marks"), MERCHANT will be entitled to use such AOL Xxxx in strict accordance with (i) the conditions and services limitations of ProQuest or its licensors. cthe applicable AOL approval and (ii) Notwithstanding any written guidelines providing in writing to MERCHANT. AOL shall be deemed to have approved use of an AOL Xxxx to be used by MERCHANT in connection with a "Back to AOL" button to appear on the previous paragraphMerchant Site, if you represent a public libraryprovided AOL subsequently agrees in writing with MERCHANT on the AOL Xxxx to be used by Merchant and approves in writing the special creative execution using such AOL Xxxx. In addition, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject the following terms shall apply to any special restrictions use by a Party of the copyright owner, you may provide public access to and retrieval Marks of data and information through the Products by or for walk-in public users while on-site. You will limit such use other Party to the customary services provided to patrons and you will extent otherwise permitted above: Such use (i) shall not re-distribute create a unitary composite xxxx involving a Xxxx of the materials retrieved from other Party without the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution prior written approval of such printouts, other Party; and all downloading (ii) shall include display of symbols and electronic storage of materials retrieved through notices clearly and sufficiently indicating the Products shall be for your own internal or personal use. Downloading of all or parts trademark status and ownership of the Products other Party's Marks in a systematic or regular manner so as to create a collection of materials comprising accordance with applicable trademark law and practice. Each Party agrees that all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under other Party's Marks hereunder will inure to the doctrines of "fair use" or "fair dealing" as defined under the laws benefit, and be on behalf, of the United Statesother Party. Each Party acknowledges that its utilization of the other Party's Marks will not create in it any right, Englandtitle, or German Copyright Law respectivelyinterest in or to such Marks other than the licenses expressly granted herein. Each Party agrees that the nature and quality of its products and services supplied in connection with the other Party's Marks will conform to quality standards set by the other Party. Each Party agrees to supply the other Party, upon request, with a reasonable number of samples of any Materials publicly disseminated by such Party which utilize the other Party's Marks. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: Promotional Agreement (Garden Com Inc)

License. aA. EBSCO hereby grants to the LICENSEE and SITES, a nontransferable and non- exclusive right to use the Database(s) Subject according to the terms and conditions set forth in this AGREEMENT. The ORIGINAL COPYRIGHT OWNER retains the ownership of this Agreement, ProQuest Information and Learning Company ("ProQuest"the Database(s) hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights portions thereof; EBSCO does NOT transfer any ownership, and interests remain the LICENSEE and SITES may not reproduce, transfer or transmit, in ProQuest any form , or by any means, the Database(s) or any portian thereofwithout the prior written consent of EBSCO, except as specifically authorized in this AGREEMENT. B. The LICENSEE and its licensors. This License is granted SITES are authorized to you at your principal location for the type(s) of access (whether remote or provide on-site only), number of simultaneous users access to the Database(s) to their walk-in patrons. The LICENSEE and SJTES are authorized to provide remate access to the network configuration specified on the Fee Schedule; additional authorized sites Database(s) only to their patrons as long as security procedures are undertaken that will preven! remole access by institutions or locations must be listed on the Additional Sites/Member Libraries Scheduleindividuals that are not parties to this AGREEMENT who are not expressly and specifically granted access by EBSCO. b) You will use C. Through this AGREEMENT, the Products LICENSEE, SITES and/or the patrons of the LICENSEE and/or SI TES m ay download or print limited copies of citations, abstracts, full text or portions thereof provided the information is used solely for your own personal or internal personal, non- commercial use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you LICENSEE will not use the Products Database as a componen! of or the basis of any other publication prepared for sale and will neither duplicate nor alter the Database or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access content therein in any manner nor use same for sale or distribution. The LICENSEE and SITES shall take all reasonable precautions to and retrieval limit the usage of data and information through the Products by or for walk-in public users while on-site. You will limit such use Database(s) to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless !hose specifically authorized by ProQuestthis AGREEMENT. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, D. Authorized sites m ay be added or electronic mail. All reproduction deleted from this AGREEMENT as mutually agreed u pon by EBSCO and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelyLICENSEE. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:

Appears in 1 contract

Samples: License Agreement

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