Limitation; Prevention of Infringement Sample Clauses

Limitation; Prevention of Infringement. Xxxxxxxxx.Xxx's obligations in Section 13.1.1 do not apply if: (i) the Transaction Services have been modified by parties other than Xxxxxxxxx.Xxx; (ii) the Transaction Services are used in conjunction with data where use with such data gave rise to the infringement claim; (iii) Customer’s failure to install upgrades or patches provided by Xxxxxxxxx.Xxx where such upgrade or patch would have removed the infringing condition; (iv) Customer’s use of the Transaction Services in a manner inconsistent with Services Documentation; or (v) Customer’s use of the Transaction Services with software or hardware not authorized by Xxxxxxxxx.Xxx, where use with such other software or hardware gave rise to the infringement claim. If the Transaction Services or any component thereof becomes, or in Xxxxxxxxx.Xxx's opinion is likely to become, the subject of a claim of infringement, then Customer shall permit Xxxxxxxxx.Xxx, at Xxxxxxxxx.Xxx's sole option and expense, either to (i) procure for Customer the right to continue using the Transaction Services as permitted in this Agreement, or (ii) replace or modify the affected Transaction Services or infringing component so that it becomes non- infringing. If, after using commercially reasonable efforts, Xxxxxxxxx.Xxx is unable to cure the infringement, either party may immediately terminate this Agreement. THIS SECTION 13.1.2
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Limitation; Prevention of Infringement. CyberSource's obligations in Section 13.1.1 do not apply if: (i) the Transaction Services have been modified by parties other than CyberSource; (ii) the Transaction Services are used in conjunction with data where use with such data gave rise to the infringement claim; (iii) Customer’s failure to install upgrades or patches provided by CyberSource where such upgrade or patch would have removed the infringing condition; (iv) Customer’s use of the Transaction Services in a manner inconsistent with Services Documentation; or (v) Customer’s use of the Transaction Services with software or hardware not authorized by CyberSource, where use with such other software or hardware gave rise to the infringement claim. If the Transaction Services or any component thereof becomes, or in CyberSource's opinion is likely to become, the subject of a claim of infringement, then Customer shall permit CyberSource, at CyberSource's sole option and expense, either to (i) procure for Customer the right to continue using the Transaction Services as permitted in this Agreement, or (ii) replace or modify the affected Transaction Services or infringing component so that it becomes non-infringing. If, after using commercially reasonable efforts, CyberSource is unable to cure the infringement, either party may immediately terminate this Agreement. THIS SECTION 13.1.2 STATES THE ENTIRE LIABILITY OF CYBERSOURCE TO CUSTOMER WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE TRANSACTION SERVICES.
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Limitation; Prevention of Infringement. GSPAYTECH's obligations in Section 13.1.1 do not apply if: (i) the GSPAYTECH Services have been modified by parties other than GSPAYTECH; (ii) the GSPAYTECH Services are used in conjunction with data where use with such data gave rise to the infringement claim; (iii) Customer’s failure to install upgrades or patches provided by GSPAYTECH where such upgrade or patch would have removed the infringing condition; (iv) Customer’s use of the GSPAYTECH Services in a manner inconsistent with Services Documentation; or (v) Customer’s use of the GSPAYTECH Services with software or hardware not authorized by GSPAYTECH, where use with such other software or hardware gave rise to the infringement claim. If the GSPAYTECH Services or any component thereof becomes, or in GSPAYTECH's opinion is likely to become, the subject of a claim of infringement, then Customer shall permit GSPAYTECH, at GSPAYTECH's sole option and expense, either to (i) procure for Customer the right to continue using the GSPAYTECH Services as permitted in this Agreement, or (ii) replace or modify the affected GSPAYTECH Services or infringing component so that it becomes non-infringing. If, after using commercially reasonable efforts, GSPAYTECH is unable to cure the infringement, either party may immediately terminate this Agreement. THIS SECTION 13.1.2 STATES THE ENTIRE LIABILITY OF GSPAYTECH TO CUSTOMER WIT H RESPECT TO INFRINGEMENT OF ANY INTELLECT UAL PROPERTY RIGHTS BY THE XXXXXXXXX.XXX SERVICES.
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Related to Limitation; Prevention of Infringement

  • PREVENTION OF BRIBERY 29.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Supplier’s Personnel, have at any time prior to the Commencement Date:

  • LIMITATION OF OUR LIABILITY We are not responsible or liable to you or any supplementary cardmember for: • any delay or failure by a merchant to accept the card, • goods and services you charge to your account, including any dispute with a merchant about goods and services charged to your account, • any costs, damages or expenses arising out of our failure to carry out our obligations under this agreement if that failure is caused by a third party or because of a systems failure, data processing failure, industrial dispute or other action outside our control, and • loss of profits or any incidental, indirect, consequential, punitive or special damages regardless of how they arise. For example, we will not be liable to you or any supplementary cardmember for any malfunction or failure of the card or refusal by a merchant to accept the card. QUEBEC DISCLOSURES The following section is only applicable to residents of Quebec Clause required under the Consumer Protection Act. (Open credit contract for the use of a credit card)

  • Limitation of Vendor Indemnification and Similar Clauses This is a requirement of the TIPS Contract and is non-negotiable TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, is prohibited from indemnifying third-parties (pursuant to the Article 3, Section 52 of the Texas Constitution) except as otherwise specifically provided for by law or as ordered by a court of competent jurisdiction. Article 3, Section 52 of the Texas Constitution states that "no debt shall be created by or on behalf of the State … " and the Texas Attorney General has opined that a contractually imposed obligation of indemnity creates a "debt" in the constitutional sense. Tex. Att'y Gen. Op. No. MW-475 (1982). Thus, contract clauses which require TIPS to indemnify Vendor, pay liquidated damages, pay attorney's fees, waive Vendor's liability, or waive any applicable statute of limitations must be deleted or qualified with ''to the extent permitted by the Constitution and Laws of the State of Texas." Does Vendor agree? Yes, I Agree Alternative Dispute Resolution Limitations This is a requirement of the TIPS Contract and is non-negotiable. TIPS, a department of Region 8 Education Service Center, a political subdivision, and local government entity of the State of Texas, does not agree to binding arbitration as a remedy to dispute and no such provision shall be permitted in this Agreement with TIPS. Vendor agrees that any claim arising out of or related to this Agreement, except those specifically and expressly waived or negotiated within this Agreement, may be subject to non-binding mediation at the request of either party to be conducted by a mutually agreed upon mediator as prerequisite to the filing of any lawsuit arising out of or related to this Agreement. Mediation shall be held in either Camp or Titus County, Texas. Agreements reached in mediation will be subject to the approval by the Region 8 ESC's Board of Directors, authorized signature of the Parties if approved by the Board of Directors, and, once approved by the Board of Directors and properly signed, shall thereafter be enforceable as provided by the laws of the State of Texas. Does Vendor agree? Yes, Vendor agrees Does Vendor agree? Yes, Vendor agrees No Waiver of TIPS Immunity This is a requirement of the TIPS Contract and is non-negotiable. Vendor agrees that nothing in this Agreement shall be construed as a waiver of sovereign or government immunity; nor constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department. The failure to enforce, or any delay in the enforcement, of any privileges, rights, defenses, remedies, or immunities available to Region 8 Education Service Center or its TIPS Department under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. 5 Does Vendor agree? Yes, Vendor agrees Payment Terms and Funding Out Clause This is a requirement of the TIPS Contract and is non-negotiable. Vendor agrees that TIPS and TIPS Members shall not be liable for interest or late-payment fees on past-due balances at a rate higher than permitted by the laws or regulations of the jurisdiction of the TIPS Member. Funding-Out Clause: Vendor agrees to abide by the applicable laws and regulations, including but not limited to Texas Local Government Code § 271.903, or any other statutory or regulatory limitation of the jurisdiction of any TIPS Member, which requires that contracts approved by TIPS or a TIPS Member are subject to the budgeting and appropriation of currently available funds by the entity or its governing body. 2

  • EVENTS CONSTITUTING MATERIAL BREACH OF AGREEMENT The Applicant shall be in Material Breach of this Agreement if it commits one or more of the following acts or omissions (each a “Material Breach”):

  • Limitation of Use The parties agree that this Agreement shall not be proffered by either party in another jurisdiction as evidence of any concession or as a waiver of any position taken by the other party in that jurisdiction or for any other purpose.

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