Licensor’s Warranties. 11.1. The Licensor represents warrants and undertakes to Licensee that:
a. it has the right to enter into this Agreement and that once executed this Agreement will constitute its legal, valid and binding obligations;
b. it will grant to the Licensee the License as contemplated by this Agreement and will have throughout the Term all necessary permits, licenses, authorisations, and consents to enter into this Agreement, provide the Deliverables and comply with its obligations under this Agreement;
c. for a period of thirty (30) days from the Commencement Date: (i) the Licensed Software will perform substantially in accordance with the Documentation, and (ii) any media upon which the Licensed Software is delivered will be free of defects in materials and workmanship under normal use (“Warranty Period”); and
d. the Licensed Materials and the media on which the Licensed Materials are delivered are, to the best knowledge of the Licensor, free from viruses and/or other malicious code and/or any license key (other than the activation keys provided hereunder) or other item or device that could impair the use of the Licensed Materials.
11.2. If, within the Warranty Period, the Licensee notifies the Licensor of any defect or fault in the Licensed Materials in consequence of which it fails to conform to the warranty in clause 11.1(c), the Licensor shall correct any material error reported by the Licensee in the Licensed Materials free of charge so as to comply with the warranty in clause 11.1(c).
11.3. If, within the Warranty Period, the Licensor is unable to make the Licensed Materials (or any part of them) operate as warranted, the Licensee will be entitled, upon uninstalling the Licensed Materials (or such part of it, as applicable) and any copies made, to a refund of the Fees paid by the Licensee to Licensor for those Licensed Software Components, and the License for those Licensed Software Components will then terminate.
11.4. The Licensor does not warrant that the Licensed Software will be uninterrupted, error-free or secure.
11.5. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED UNDER THIS AGREEMENT AND TO THE EXTENT POSSIBLE BY LAW, THE LICENSED MATERIALS AND ANY MEDIA ON WHICH THE LICENSED MATERIALS ARE DELIVERED ARE PROVIDED “AS IS” AND ALL CONDITIONS, WARRANTIES, TERMS AND OBLIGATIONS OTHER THAN IN THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, ARE EXCLUDED, WHETHER ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION AND AS PERMITTED B...
Licensor’s Warranties. Licensor represents and warrants to, and covenants with, Licensee with respect to each Program that:
(i) Licensor is a California corporation and the person executing this Agreement on its behalf is duly authorized to do so, and Licensor is authorized and has the power to enter into and perform its obligations under this Agreement, including, without limitation, the power to prohibit the Exhibitions to Affiliated Systems (other than by Licensee) as contemplated by Section 2(c) of these Standard Terms and Conditions; Licensor owns or controls the right to Exhibit, publicize, reproduce, and otherwise derive revenue from such Program in the manner and form provided in this Agreement, free and clear of any and all liens, claims or encumbrances; Licensor has the right to grant the rights granted herein; and such Program has not been licensed and will not be licensed for Exhibition contrary to the provisions of this Agreement; and Licensor is not and will not be subject to any agreement or obligation which is or might be inconsistent herewith or interfere with Licensee’s full enjoyment of the rights granted to Licensee hereunder; and
(ii) Licensee shall have no obligation with respect to any fees or commissions to any agent or representative of Licensor or any performer; and payment to Licensor shall fully discharge Licensee of any payment obligation regarding each performer’s services hereunder; and
(iii) Such Program has been produced in accordance with all applicable laws, regulations and collective bargaining agreements; and such Program (and each of the performances contained therein) is in all respects in compliance with all applicable laws, regulations and collective bargaining agreements; and
(iv) Licensor shall on a timely basis make all payments which may become due or payable under any applicable guild or union collective bargaining agreement or under any other contract by reason of the exhibition of such Program hereunder; and neither Licensee nor any Affiliated System or service with which Licensee does business shall have any responsibility or liability for any services, deferments, obligations or claims made for services provided or performed by, or rights granted to, any Person in connection with such Program, nor any responsibility or liability for the making of payments to or on behalf of any Person (including, without limitation, any union, guild, actor, writer, director, producer, craftsman, performer or governmental agency) by virtue of the ...
Licensor’s Warranties. Licensor warrants that the Software, as delivered to Licensee, will substantially conform to the applicable Documentation for a period of one (1) year from the date of delivery (the “Warranty Period”), to the extent that the Software is used in accordance with such Documentation. In the event Licensee reports any Errors to the Software during the Warranty Period, Licensor will take commercially reasonable efforts to provide, solutions or Fix any Errors identified and reported by Licensee.
Licensor’s Warranties. Licensor hereby warrants and represents to Licensee as follows:
Licensor’s Warranties. Licensor represents that it has the right to sublicense the Licensor Licensed Patent Rights under the terms hereof.
Licensor’s Warranties. LICENSOR represents and warrants to LICENSEE that each Prime Lease is in full force and effect, that LICENSOR is not in default thereunder, that no event has occurred that with notice or the passage of time or both would constitute a default thereunder. LICENSOR’s representations and warranties made pursuant to this Section 4(b) will be deemed remade by LICENSOR at the time each SLA is executed.
Licensor’s Warranties. Licensors, jointly and severally, warrant to Licensees as follows:
(a) Licensors warrant that they have the full power, capacity and authority to enter into and perform this Agreement and to make the grant of rights contained herein and that to the best of Licensors' knowledge, and provided that Licensees do not exceed the scope of the license and permissions granted hereunder, Licensees' use of the Software as permitted hereunder will not infringe the patent, copyright, trade xxxx, trade secret, or other proprietary rights of any third party, and further warrant that there is currently no actual or, to the best of their knowledge, threatened suit by any such third party based on an alleged violation of such right by Licensors.
(b) Licensors warrant that during the Term, the Software shall materially conform to the requirements set forth in this Agreement and, to the extent not inconsistent with the foregoing, the Documentation (collectively, the "Specifications") and function in a manner consistently with its functionality prior to the date of this Agreement.
Licensor’s Warranties. The Licensor represents and warrants to the Licensee that
(a) Licensor is a corporation duly formed and validly existing under the laws of the state of Delaware, USA;
(b) Licensor has the necessary corporate power and authority to enter into and perform obligations under this Agreement and the Clients execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action;
(c) neither the execution and delivery of this Agreement nor the performance by the Licensor of this Agreement will violate any provision of the Licensor's Certificate of incorporation and by-laws;
(d) Licensor has neither taken any action which would Preclude or adversely affect the Licensors full performance of this Agreement nor failed to take any action necessary in order to authorize or enable such performance;
(e) Licensors Intellectual Property Rights and other rights in and to the Products do not at the date of this Agreement prevent it from granting the rights to the Licensee under this Agreement and will not affect those rights during the Term;
(f) subject to Section 4.2 above, nothing in this Agreement win infringe any intellectual property and other rights of any third party including but not limited to any rights which a third party may have to or in the Products: and
(g) Licensor has the capacity, ability and all property, including intellectual property, necessary to perform its obligations under the Agreement
Licensor’s Warranties. 7.1. The Licensor warrants by way of agreement on the specification (German legal term Beschaffenheitsvereinbarung ) that the Software will conform in all material respects with the specification according to the Documentation. Other technical descriptions or information contained in offers, prospectus, or advertising materials are not binding and will not be incorporated into the Agreement unless explicitly referred to.
7.2. The Licensor shall be legally responsible for the agreed specification of the Software pursuant to clause 8.1, like a seller, provided that the relevant delivery time occurs when the Licensor has sent the Licence Key by email to the Customer enabling the Customer to run the Software If, during the Licence Term, the Customer notifies the Licensor in writing of any defect or fault in the Software, whereby it fails to conform in all material respects to the Documentation (and such defect or fault does not result from the Customer, or anyone acting with the authority of the Customer, having amended the Software or used it outside this Agreement), the Licensor shall, at the Licensor's sole option, do one of the following:
a) repair the Software; or
b) replace the Software; provided the Customer provides all the information that may be necessary to assist the Licensor in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable the Licensor to re-create the defect or fault.
7.3. The Licensor warrants to apply the due care customary in the software industry. The Licensor does not warrant (and the Customer acknowledges) that the use of the Software will be uninterrupted or error-free.
7.4. The warranty given in section 7.1 above is subject to and dependent upon the Customer making prompt and timely payments of all Licence Fees and other fees as may be due and owing under this Agreement.
7.5. The Customer accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been developed to meet the individual requirements of the Customer.
7.6. All other conditions, warranties, or other terms which might have effect between the parties or be implied or incorporated into this licence or any collateral contract, whether by statute, common law, or otherwise, are hereby excluded, including the implied conditions, warranties, or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and c...
Licensor’s Warranties. 2.1. The Licensor warrants that he/she:
2.1.1 is the author (co-author) of the Work;
2.1.2 holds the exclusive copyrights to the Work submitted to the Licensee;
2.1.3 at the moment of signing this Agreement, he/she holds the exclusive proprietary rights to the Work;
2.1.4 before entering into this Agreement, he/she has not granted any other persons the license permitting the use of the Work;
2.1.5 he/she did not transfer in the past and in the future will not transfer the copyrights to the Work to any third parties;
2.1.6 the Work is the original;
2.1.7 at the moment of signing this Agreement, the Work has not been made public, has not been previously published and will not be published in any other publication before the Licensee publishes it;
2.1.8 he/she has not breached the intellectual property rights of other persons; if the Work incorporates the materials of other persons, except for citation to the extent justified by the research, informational or critical nature of the Work, the Licensor shall use such materials subject to current law of Ukraine;
2.1.9 he/she has obtained all of the necessary permits to use the materials incorporated into the Work and protected by current copyright law of Ukraine;
2.1.10 the Work contains no information which is prohibited for open publication under current law of Ukraine, and its printing and (or) distribution by the Licensee will not result in the disclosure of any classified information (confidential, secret, proprietary information);
2.1.11 the Work is not a derivative work, or other work processed or adapted;
2.1.12 quotations from works of other persons are used in the Work with references to the author's name and the source of citation;
2.1.13 the Work is created with observance of the principles of academic honesty;
2.1.14 the Work does not contain any plagiarism;
2.1.15 the Work does not contain any information and (or) data which, if published, may entail legal liability of any kind;
2.1.16 at the moment of entering into this Agreement, he/she is not plaintiff (defendant) in any litigation in respect of the copyright to the Work;
2.1.17 the Work is not created subject to a labor agreement (Art. 429 of the Civil Code of Ukraine), it is not an official work (Article 1 of the Law of Ukraine "On Copyright and Related Rights");
2.1.18 the Work is not created by order of another person (Art. 430 of the Civil Code of Ukraine).
