LICENSED PROGRAMS. This OST (Offering Specific Terms) and the terms incorporated herein by reference (including terms referenced on a website) are an integral part of the license and online services agreement between DS and Customer (“Agreement”), which refers to this OST. In the event of a discrepancy, inconsistency or contradiction between this OST and the other terms of the Agreement, the provisions of this OST shall prevail, but only with respect to the Licensed Programs to which this OST applies. Customer acknowledges that it has full knowledge of all the terms of this OST and those incorporated herein by reference.
LICENSED PROGRAMS. In the absence of a separate software agreement between Motorola and Freescale, the following terms and conditions apply to any software or firmware (software embedded in Products) in all forms, including any documentation (“Licensed Programs”) provided by Freescale:
21.1 Title to Licensed Programs delivered under this Agreement remains vested in Freescale or Freescale’s licensor and cannot be assigned or transferred. Motorola will not reverse engineer, disassemble, decompile, or modify any Licensed Program or any portion thereof, provided that if Motorola violates this restriction, Motorola hereby irrevocably assigns to Freescale all right, title and interest to any modifications to a Licensed Program. Notwithstanding the foregoing, Motorola may modify Licensed Programs solely to interface the Licensed Programs with Motorola’s software, and in such instances those modifications are not subject to the assignment obligations set forth in the previous sentence. Motorola will reproduce all of Freescale’s copyright notices and other proprietary legends on copies of Licensed Programs.
21.2 At Freescale’s discretion, Freescale may provide a single copy of the Licensed Program to Motorola (a “Master Copy”) or may provide individual copies of the Licensed Program to Motorola in a number equal to the number of copies purchased by Motorola.
LICENSED PROGRAMS. Each of the programs set forth in Exhibit A attached hereto and incorporated by reference (collectively, the “Licensed Programs”) shall constitute a TV Series (and an Included Program) to be licensed by Licensee pursuant to the terms and conditions set forth in the Netherlands Agreement, as modified by this Agreement. The parties acknowledge that Better Call Xxxx is a current working title that may change, and all references to Better Call Xxxx in this Agreement shall mean the certain one-hour scripted TV Series that: (i) features the character “Xxxx Xxxxxxx” from Breaking Bad, (ii) stars Xxx Xxxxxxxx during at least the first two (2) seasons, (iii) is a spinoff of Breaking Bad, (iv) is co-created and executive produced by Xxxxx Xxxxxxxx; and (v) is produced in the English language for, and airs on, one of the following in the U.S.: ABC, NBC, CBS, Fox, AMC, HBO, Showtime, Starz, Netflix, or any cable network with at least 70 million subscribers in the U.S.; provided, that foregoing clause (v) shall be satisfied for any season if Better Call Xxxx does not air on one of the foregoing networks or services but the average budget per episode for such season is not materially less than the average budget per episode for season 1. For the avoidance of doubt, Licensor is not guaranteeing that any particular number of seasons of Better Call Xxxx will be produced. In the event that a season of Better Call Xxxx does not satisfy all of the applicable foregoing five (5) elements or if the series is temporarily or permanently cancelled in the U.S. but the series is still in production for international distribution, Licensor shall promptly notify Licensee and such season and all subsequent seasons shall not be Licensed Programs and this Agreement shall terminate prospectively solely with respect to any such subsequent seasons of Better Call Xxxx produced; provided, that Licensee will have a one-time exclusive right of first negotiation to exploit such subsequent seasons of Better Call Xxxx on an SVOD basis in the Territories, such exclusive first negotiation period ending no earlier than forty-five (45) days after Licensee’s receipt of such notification. In the event the first episode of Better Call Xxxx is not aired in the U.S. on or prior to December 31, 2016, this Agreement shall automatically terminate solely with respect to Better Call Xxxx and the Library Commitment in Paragraph 10 of this Agreement shall not apply.
LICENSED PROGRAMS. Included Programs. During the period commencing May 1, 2014 and expiring March 31, 2015 (“Avail Year 1”), Licensee may access for exhibition and exhibit on its Aircraft the following programs for the duration of each such program’s respective License Period as further set forth in Section 3.3 below: (a) up to fifteen (15) Current Films; (b) up to thirty-five (35) Library Films; and (c) all Television Episodes. For the avoidance of doubt, once each of the foregoing fifteen (15) Current Films becomes a Library Film under this Agreement, Licensee may exhibit each such Licensed Film as a Library Film on a Personal Device TVOD and/or Personal Device FVOD basis, subject to all of the terms and conditions set forth in this Agreement, in addition to the foregoing thirty-five (35) Library Films for a total of fifty (50) Library Films that may be exhibited on a Personal Device TVOD and/or Personal Device FVOD basis during Avail Year 1. From the period commencing April 1, 2015 and expiring March 31, 2016 (“Avail Year 2”), Licensee may access for exhibition and exhibit on its Aircraft the following programs during each such program’s respective License Period as further set forth in Section 3.3: (a) up to fifteen (15) Current Films; (b) up to thirty-five (35) Library Films; and (c) all Television Episodes. For the avoidance of doubt, once each of the foregoing fifteen (15) Current Films becomes a Library Film under this Agreement, Licensee may exhibit each such Licensed Film as a Library Film on a Personal Device TVOD and/or Personal Device FVOD basis, subject to all of the terms and conditions set forth in this Agreement, in addition to the foregoing thirty-five (35) Library Films for a total of fifty (50) Library Films that may be exhibited on a Personal Device TVOD and/or Personal Device FVOD basis during Avail Year 2. With respect to Avail Year 2, Licensor will use commercially reasonable efforts to make a minimum of twenty-six (26) Current Films available from which Licensee shall select fifteen (15)
LICENSED PROGRAMS. VERISITY hereby grants to Licensee a non- exclusive, non-assignable, non-transferable right and license, without the right to sublicense, (i) to use one copy of VERISITY LTD.'s proprietary software product _________________ (the "Licensed Program") in object code form in accordance with the documentation on a single computer located at Licensee's facility in __________________________, solely for the purpose of evaluating the VERISITY LTD. Technology, and (ii) to use one set of the Documentation at the Processing Site in connection with the use of the Licensed Program.
LICENSED PROGRAMS. 6.1 SCHLUMBERGER hereby grants to ASSOCIATE during the term of this Agreement a non-exclusive, non-transferable license to use Licensed Programs (excluding source code) within the Market for the term of this Agreement and any renewal term, in accordance with the following terms:
6.1.1 ASSOCIATE will have the right to demonstrate the use of Licensed Programs to customers interested in purchasing, licensing or leasing Products from ASSOCIATE;
6.1.2 ASSOCIATE will also be entitled to use Licensed Programs to the extent required to fulfill its maintenance and service responsibilities for Products under this Agreement;
6.1.3 ASSOCIATE will not remove any copyright or proprietary notice included in the Licensed Programs or Confidential Information furnished to ASSOCIATE and will reproduce all such notices on all copies in any form, including revised, modified, or translated versions made by ASSOCIATE, unless otherwise directed by Schlumberger in writing;
6.1.4 ASSOCIATE will limit use and access of all Licensed Programs provided by SCHLUMBERGER, and copies thereof, to such of ASSOCIATE's employees as are directly involved in the operation and maintenance of the Products. ASSOCIATE will require its employees to make no disclosure of Licensed Programs or copies which are not directly connected with the operation and maintenance of the Products.
6.2 SCHLUMBERGER may terminate the license granted by giving ninety-(90) days prior written notice to ASSOCIATE, upon the failure of ASSOCIATE to perform or observe any covenant, condition or agreement to be performed or observed by it.
6.3 In the event of the termination of the license for any reason, or the expiration or termination of this Agreement, and in addition to any other rights or remedies available to SCHLUMBERGER, ASSOCIATE will return to SCHLUMBERGER or destroy at the discretion of SCHLUMBERGER the original and all copies, including partial copies or modifications, of the Licensed Programs, Proprietary Data, and related materials furnished by Schlumberger Associate Program Agreement CONFIDENTIAL Rev 6/98.D
LICENSED PROGRAMS. In the absence of a separate software license between Customer and UltraRF, the following terms and conditions apply to UltraRF’s licensed programs:
a. Licensed programs include computer software and firmware, Title to the licensed programs delivered hereunder remain vested in UltraR.F or UltraRF’s licensor and cannot be assigned or transferred without UltraRF’s written authorization. Customer agrees not to reverse engineer, disassemble, de-compile, or modify any programs.
b. For stand alone licensed programs, UltraRF grants to Customer a non-exclusive license to use the licensed programs for its internal use in single computer system. Customer may make up to (5) copies of the licensed programs for Customer’s internal use, so long as Customer has paid UltraRF’s then current licensing fee and faithfully reproduces all of UltraRF’s copyright notices and proprietary legends on the copies. Customer agrees not to disclose, in any form, the licensed programs or any portion thereof to any person other than employees of Customer.
c. For licensed programs embedded in Products, UltraRF grants Customer a license to use such embedded licensed programs in Products subject to the terms and conditions herein.
d. If Customer is in default of any of the terms and conditions of this document, the rights granted herein by UltraRF may be terminated on one month’s prior written notice. Within one month after termination, Customer will furnish to UltraRF a certificate certifying that the original and all copies of the licensed programs and derivative versions thereof, in whole or in part and in any form, have been destroyed.
LICENSED PROGRAMS. The set of computer programs in machine-readable (object-code-only) form, developed or acquired by Vendor, including associated modules, components, formats, and/or files which are written in [designate programming language] and designed to run on the Computer Equipment and which have the following purpose: ______[specify purpose]_______. The Licensed Programs are described in the "Program Specifications" attached hereto as Exhibit A.
LICENSED PROGRAMS. (a) Each Program shall be of broadcast quality and professionally produced by or on behalf of Licensor. Licensor shall provide TWC with an updated Schedule A for each calendar month during the Term.
(b) With respect to Localized VOD Content and content for RR, Licensor shall deliver the Programs to TWC via a mutually agreed delivery method and, if applicable, will provide information about the Programs (also known as Meta data) in a format acceptable to TWC. For all other VOD Content, within thirty (30) days or the Effective Date, Licensor shall notify TWC in writing which one of the following entities Licensor has selected (such entity, the "TWC Designee"): In Demand 000 Xxxxxx Xxxxxx, 17th Floor New York, NY 10014 OR GDMX 0000 X. 000xx Xxxxxx Xxx Xxxxxxx, XX 00000 TWC may change the TWC Designee from time to time so long as TWC provides Licensor reasonable advance written notice of such change. No later than thirty (30) days prior to the first day of the Available Window of any Program on a Schedule, or (or, if no Available Window is specified for any such Program, then as soon as practicable) Licensor shall deliver to the TWC Designee, for each such Program, either (i) a single high-resolution "source video" in a format acceptable to TWC and the TWC Designee (such as Beta SP) ("Source Video"), and a meta data file in a format acceptable to TWC and the TWC Designee ("Meta Data File"), in which case the TWC Designee shall encode each Source Video and Meta Data File to be VOD Compatible (each such encoded Source Video together with the corresponding Meta Data File, an "Encoded Program File") or (ii) an Encoded Program File (comprising a VOD Compatible Source Video and Meta Data File) that is acceptable to TWC and the TWC Designee. TWC may request that the TWC Designee conduct reasonable and timely quality control testing of any Encoded Program File delivered by Licensor. If the TWC Designee determines that an Encoded Program File is defective in any way, Licensor, at its expense, shall cause any deficiencies to be corrected and shall redeliver a corrected Encoded Program File to the TWC Designee within three (3) business days after receiving notice of the deficiencies. The foregoing process shall continue until the TWC Designee confirms that the Encoded Program File is no longer defective. The TWC Designee shall thereafter deliver each such Encoded Program File and any number of copies thereof to TWC Systems, all of which is expressly permitted. Licenser i...
LICENSED PROGRAMS. (a) LICENSED PROGRAMS are our proprietary computer programs that we provide for your use pursuant to the requirements of this AGREEMENT, including without limitation, for the purpose of transmitting SALES RECORDs to us and receiving report from us. All programs that we provide to you now and in the future are proprietary to us and licensed to you on a non-exclusive basis governed by, and only for the term of, this AGREEMENT. You acknowledge that the license granted herein is limited to your own use exclusively and that you do not have the right to sub-license any of the LICENSED PROGRAMS in either their original or modified form. The original and any copies of LICENSED PROGRAMS made by you in whole or in part, are our property. You may modify any LICENSED PROGRAM in machine readable form for your own use and merge it into other program material to form an updated work, provided that, upon termination of this AGREEMENT, the LICENSED PROGRAM must be completely removed from the updated work and treated as if permission to modify had never been granted.
(b) We represent and warrant that your use of the LICENSED PROGRAMS and any documentation provided by us pursuant to this AGREEMENT, as contemplated herein, will not violate any copyright, patent, trade secret, or trademarks of any person. We will defend (or settle) at our own expense any and all claims that the above items infringe a trademark, copyright, trade secret, or patent, if you give us prompt notice of any such claim or lawsuit against you relating to the LICENSED PROGRAMS or documentation. If your use of the LICENSED PROGRAMS is prevented by any legal process, we will procure for you the right to continue to use the LICENSED PROGRAMS, or modify the LICENSED PROGRAMS so that they are no longer infringing, or replace the LICENSED PROGRAMS with non-infringing software of equal or superior functional capability.
(c) EXCEPT AS PROVIDED IN THIS SECTION, PAYMENTECH GRANTS NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ON ANY LICENSED PROGRAM OR ANY SERVICE PROVIDED UNDER THIS AGREEMENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL PAYMENTECH BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES EVEN IF PAYMENTECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
