Miscellaneous Terms. 16.1. The Licence will terminate immediately if you: (i) enter into voluntary or compulsory liquidation, have a receiver appointed, or suffer any other insolvency or bankruptcy event, (ii) cease or threaten to cease to carry on trading (if applicable);or (iii) commit a material breach of this Agreement and, if such breach is remediable, it is not remedied within fourteen (14) days of receipt of notice requiring remedy. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rights. 16.2. The Licence is conditional on you not being aware of or having received, prior to licensing any Content, any correspondence, representations, complaints or claims from Alamy or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, and without prejudice to Alamy's other remedies under this Agreement, Alamy reserves the right to charge and you agree to pay a fee equal to up to five (5) times Alamy's standard Licence fee for the unauthorised use of the Content. 16.3. No variation of any of these Terms will be effective unless in writing and signed by Alamy and you. 16.4. The failure or delay by either party to enforce at any time any one or more of the terms or conditions of this Agreement will not be a waiver of such rights or any other rights. 16.5. In the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by you, the Terms of this Agreement will prevail. 16.6. Each party acknowledges that, in entering into this Agreement, it has not relied on any representation made by the other party that has not been set out in this Agreement. 16.7. Neither party will be liable to the other under or in connection with this Agreement for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control. 16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld or delayed. 16.9. The parties agree that for the purpose of Section 1(2) of the Contracts (Rights of Third Parties) Xxx 0000 no term of this Agreement shall be enforceable by a third party. 16.10. If any provision of this Agreement is held to be void or unenforceable in whole or in part, this Agreement will continue in force in relation to the unaffected provisions and the remainder of the provision in question. 16.11. This Agreement, its validity and effect, will be interpreted under and governed by the laws of England and be subject to the exclusive jurisdiction of the English courts. If Alamy is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify Alamy in respect of all reasonable legal fees and costs incurred by Alamy in relation thereto.
Appears in 2 contracts
Miscellaneous Terms. 16.1. The Licence will terminate immediately if you: (i) enter into voluntary or compulsory liquidation, have a receiver appointed, or suffer any other insolvency or bankruptcy event, (ii) cease or threaten In addition to cease to carry on trading (if applicable);or (iii) commit a material breach of this Agreement and, if such breach is remediable, it is not remedied within fourteen (14) days of receipt of notice requiring remedy. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
16.2. The Licence is conditional on you not being aware of or having received, prior to licensing any Content, any correspondence, representations, complaints or claims from Alamy or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, and without prejudice to Alamy's other remedies under this Agreement, Alamy reserves the right to charge and you agree to pay a fee equal comply with and be bound by all terms and conditions of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to up your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to five (5) times Alamy's standard Licence fee for the unauthorised use of the Content.
16.3your account, and any revisions to such agreements and disclosures as may occur. No variation of We shall not be deemed to have waived any of these Terms will be effective our rights or remedies hereunder or under your Membership and Account Agreement unless such waiver is in writing and signed by Alamy and you.
16.4. The failure or delay by either party to enforce at any time any one or more an authorized representative of the terms credit union. Any delay or conditions of omission on our part in exercising any rights under this Agreement will or any other account agreement you have with us shall not be operate as a waiver of such rights or remedies. We may make amendments to this Agreement and the EFT Disclosure and any other rights.
16.5account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. In the event of However, any inconsistency between the Terms and the terms contained amendments will be made in accordance with applicable law, including any purchase order notice requirements. Any required or other communication voluntary notice will be sent by yousending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, the Terms we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms of this Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you actually read these terms and conditions, your use of the site will prevail.
16.6be deemed as acceptance of them. Each party acknowledges that, in entering into Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreement, it has not relied on any representation made by the other party that has not been set out in this Agreement.
16.7. Neither party will be liable to the other under or in connection with this Agreement for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld or delayed.
16.9. The parties agree that for the purpose of Section 1(2) of the Contracts (Rights of Third Parties) Xxx 0000 no term of this Agreement shall be enforceable by a third party.
16.10. If any provision of this Agreement is held to be void invalid, illegal, or unenforceable unenforceable, the validity, legality, or enforceability of the remaining provisions shall in whole no way be affected or in part, impaired thereby. This Agreement constitutes the entire Agreement between you and the credit union and supersedes all other proposals either oral or written between you and the credit union on this subject. This Agreement shall be binding upon the successors and assignees of both parties. Obligations of both parties with respect to confidential or private information and data pursuant to this Agreement will remain in effect and shall continue in force in relation to the unaffected provisions and survive cancellation, termination, or expiration of this Agreement. This Agreement and the remainder EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are governed by federal laws and regulations, laws and regulations of the provision state of Michigan, and local clearinghouse rules and may be amended from time to time. Except as otherwise provided in question.
16.11. This AgreementSection 14, its validity and effect, will be interpreted under and governed by the laws of England and any disputes regarding this Agreement shall be subject to the exclusive jurisdiction of the English courtsappropriate court in Macomb County or Federal District Court of the Eastern District of Michigan. If Alamy is required You agree that you will be liable to enforce its rights us for any loss, cost or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms and conditions set forth herein and as we may amend from time to time. You authorize us to deduct any breach of these termsloss, whether legal proceedings are commenced cost or not, other expenses including reasonable attorney's fees for any action we may take to enforce this Agreement from any account you agree to indemnify Alamy in respect of all reasonable legal fees and costs incurred by Alamy in relation theretohold at the credit union.
Appears in 2 contracts
Samples: Electronic Banking Agreement, Electronic Banking Agreement
Miscellaneous Terms. 16.1(a) The terms stated in this Contract and the relevant Transaction Schedule and any addendum make up the entire terms of the XXXXXXXXX INTERNAL Service Plan. The Licence Any cancellation of or change to any term of this Contract or the attached Transaction Schedule is only binding if it is in writing;
(b) You warrant the correctness of material details, including all personal or company information given by you to the to us;
(c) Fraud Invalidates the Plan You will terminate immediately lose your benefits under this plan if you: , or anyone acting on your behalf:
(i) enter into voluntary Files a claim that is fraudulent, improper, improperly processed or compulsory liquidation, have a receiver appointed, or suffer any other insolvency or bankruptcy event, improperly filed;
(ii) cease Uses any fraudulent or threaten improper means to cease to carry on trading (if applicable);or get any benefit under this Contract, or;
(iii) commit Wilfully or negligently causes the damage or destruction that is the subject matter of the claim;
(d) You warrant that you are authorised to enter this Contract. If a material breach of representative enters this Agreement andContract on your behalf, if such breach you warrant that the representative is remediable, it so authorised. If your representative is not remedied within fourteen authorised to enter this Contract for you, then that representative will be individually and jointly liable as co-principal debtor with you for your due and punctual performance of duties under this Contract;
(14e) days The parties may not assume that this Contract is no longer valid if:
(i) Any one of receipt of notice requiring remedy. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
16.2. The Licence is conditional on you not being aware of or having received, prior to licensing any Content, any correspondence, representations, complaints or claims from Alamy or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported choose to be Licenced will render any Licence granted void from the beginning. lenient by not strictly applying its terms, or;
(ii) Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, and without prejudice to Alamy's other remedies under this Agreement, Alamy reserves the right to charge and you agree to pay a fee equal to up to five (5) times Alamy's standard Licence fee for the unauthorised use one of the Content.
16.3. No variation of parties neglect to or cannot enforce any of these Terms will be effective unless in writing and signed by Alamy and you.its terms;
16.4. The failure or delay by either (f) No party to enforce at any time any one or more of the terms or conditions of this Agreement will not be may assume a waiver of such rights for a breach in one instance means a waiver of rights for any later breaches of this Contract. Any previous error in favour of you, or any other rights.
16.5. In the event leniency shown by us at any stage, cannot be construed as an undertaking of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by you, the Terms of this Agreement will prevail.
16.6. Each party acknowledges that, in entering into this Agreement, it has not relied on any representation made by the other party that has not been set out in this Agreement.
16.7. Neither party will be liable to the other under or in connection with this Agreement continued leniency for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld or delayed.
16.9. The parties agree that for the purpose of Section 1(2) of the Contracts (Rights of Third Parties) Xxx 0000 no term of this Agreement shall be enforceable by a third party.
16.10. If any provision of this Agreement is held to be void or unenforceable in whole or in part, this Agreement will continue in force in relation to the unaffected provisions and the remainder of the provision in questionContract.
16.11(g) All terms of this Contract and its attachments are independent of each other. This AgreementIf any term is found to be invalid, its validity and effectunlawful, will be interpreted under and governed by or unenforceable, the laws of England and be subject to the exclusive jurisdiction rest of the English courts. If Alamy is required Contract will continue in full force;
(h) The terms of this Contract apply independently to enforce its rights as a result of any breach of these termseach vehicle and to each Transaction Schedule attached to this Contract, whether legal proceedings are commenced accepted at the same time or not, you agree to indemnify Alamy in respect of all reasonable legal fees and costs incurred by Alamy in relation thereto.
Appears in 2 contracts
Samples: Service Plan, Service Plan
Miscellaneous Terms. 16.1Nearmap customer Licensee grants Nearmap the right to use Licensee’s name and logo to identify as a Nearmap customer for marketing or promotional purposes in public or private communications with our existing or potential customers, subject to Licensee’s standard trademark usage guidelines as provided to us from time to time. Additional Terms and Conditions The Additional Terms and Conditions form part of, and should be read in conjunction with, this Agreement. Independent Contractors The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. The Licence will terminate immediately if you: (i) enter into voluntary parties agree that neither party’s employee or compulsory liquidation, have a receiver appointed, or suffer any contractor is an employee of the other insolvency or bankruptcy event, (ii) cease or threaten to cease to carry on trading (if applicable);or (iii) commit a material breach party Construction The parties agree that the terms of this Agreement and, if such breach is remediable, it is result from negotiations between them. This Agreement will not remedied within fourteen (14) days be construed in favour of receipt of notice requiring remedyor against either party by reason for authorship. In the event of termination, all rights granted will immediately revert to us and any further exploitation Waiver Any waiver of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
16.2. The Licence is conditional on you not being aware of or having received, prior to licensing any Content, any correspondence, representations, complaints or claims from Alamy or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, and without prejudice to Alamy's other remedies under this Agreement, Alamy reserves the right to charge and you agree to pay a fee equal to up to five (5) times Alamy's standard Licence fee for the unauthorised use terms of the Content.
16.3. No variation of any of these Terms Agreement will be effective unless only if in writing and signed by Alamy the party granting the waiver and you.
16.4will be effective only to the extent specifically set out in that waiver. The failure or delay by either party to enforce at any time any Any rights not expressly granted herein are reserved. Severability If one or more of the terms of the Agreement are found to be invalid, illegal or conditions unenforceable in any respect, the validity, legality and enforceability of this Agreement the remaining terms will not be a waiver affected. Amendments This Agreement may only be varied with the written consent of such rights or any other rights.
16.5. In the event of any inconsistency between the Terms Nearmap and the terms contained in Licensee. Nearmap may make any purchase order or other communication sent by you, the Terms of amendment to this Agreement will prevail.
16.6immediately and without providing the Licensee any notice, if Nearmap reasonably considers that the amendment is likely to benefit or have a neutral impact on the Licensee (Non-Detrimental Amendment). Each Assignment Except as provided below, neither party acknowledges that, in entering into this Agreement, it has not relied on may assign or otherwise transfer or attempt to assign any representation made by the other party that has not been set out in this Agreement.
16.7. Neither party will be liable to the other under right or in connection with this Agreement for any failures, interruptions, delays or other matters of a similar nature obligation arising out of circumstances beyond its reasonable control.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.
16.9. The parties agree that for Nearmap may assign all or any part of this Agreement, without the purpose Licensee’s consent, in connection with a merger, acquisition, corporate reorganisation, change of Section 1(2) control or sale or disposition of the Contracts substantially all of its assets (Rights of Third Parties) Xxx 0000 no term or any substantially similar transaction). Additionally, Nearmap may assign all or any part of this Agreement shall be enforceable by a third party.
16.10to its Related Parties and Subsidiaries without the Licensee’s consent. If any provision Entire Agreement This Agreement: comprises the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement; and supersedes any prior written agreement connected with that subject matter. Governing Law This Agreement is held to be void or unenforceable in whole or in part, this Agreement will continue in force in relation to the unaffected provisions and the remainder of the provision in question.
16.11. This Agreement, its validity and effect, will be interpreted under and governed by and construed in accordance with the laws of England New South Wales, Australia, and be subject each party irrevocably submits to the non-exclusive jurisdiction of the English courtscourts of New South Wales and the Commonwealth of Australia. If Alamy is required Application of this Agreement This Agreement only applies to enforce its rights as Licensees that are considered a result Small Business Customer. Precedence of Documents In the event of any breach inconsistencies between the terms of these termsthis agreement, whether legal proceedings are commenced or notthe Additional Terms and Conditions and the Quote, you agree the following order of precedence applies, from highest to indemnify Alamy in respect of lowest: the Additional Terms and Conditions; the Quote; any Product-Specific Terms; and this products agreement. This Agreement between Nearmap and the Licensee supersedes all reasonable legal fees terms and costs incurred by Alamy in relation theretoconditions attached to the Licensee’s purchase order.
Appears in 2 contracts
Samples: Products Agreement, Products Agreement
Miscellaneous Terms. 16.1. The Licence will terminate immediately if you: (i) enter into voluntary or compulsory liquidation, have a receiver appointed, or suffer any other insolvency or bankruptcy event, (ii) cease or threaten In addition to cease to carry on trading (if applicable);or (iii) commit a material breach of this Agreement and, if such breach is remediable, it is not remedied within fourteen (14) days of receipt of notice requiring remedy. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
16.2. The Licence is conditional on you not being aware of or having received, prior to licensing any Content, any correspondence, representations, complaints or claims from Alamy or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, and without prejudice to Alamy's other remedies under this Agreement, Alamy reserves the right to charge and you agree to pay a fee equal comply with and be bound by all terms and conditions of all applicable account agreements with the credit union and with all applicable law and regulations. We refer you to up your Membership and Account agreement that you received when you opened your account with us for additional terms and conditions and other disclosures that apply to five (5) times Alamy's standard Licence fee for the unauthorised use of the Content.
16.3your account, and any revisions to such agreements and disclosures as may occur. No variation of We shall not be deemed to have waived any of these Terms will be effective our rights or remedies hereunder or under your Membership and Account Agreement unless such waiver is in writing and signed by Alamy and you.
16.4. The failure or delay by either party to enforce at any time any one or more an authorized representative of the terms credit union. Any delay or conditions of omission on our part in exercising any rights under this Agreement will or any other account agreement you have with us shall not be operate as a waiver of such rights or remedies. We may make amendments to this Agreement and the EFT Disclosure and any other rights.
16.5account agreements/disclosures with Extra Credit Union and any related fees or charges at any time and without notice. In the event of However, any inconsistency between the Terms and the terms contained amendments will be made in accordance with applicable law, including any purchase order notice requirements. Any required or other communication voluntary notice will be sent by yousending you a notice via e-mail or regular mail sent to the address as it appears in our records. Unless otherwise required by law, the Terms we will provide you notice of such changes in a manner we deem reasonable. Any use of eBanking, mobile banking, or eBill Pay after we send you a notice of change shall constitute your acceptance of such change in terms of this Agreement or the EFT Disclosure and any other account agreements/disclosures with Extra Credit Union. Do not use our eBanking, mobile banking, or eBill Pay services if you do not agree to all the terms and conditions. Whether or not you read these terms and conditions, your use of the site will prevail.
16.6be deemed as acceptance of them. Each party acknowledges that, in entering into Section headings are for convenient reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of this Agreement, it has not relied on any representation made by the other party that has not been set out in this Agreement.
16.7. Neither party will be liable to the other under or in connection with this Agreement for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld or delayed.
16.9. The parties agree that for the purpose of Section 1(2) of the Contracts (Rights of Third Parties) Xxx 0000 no term of this Agreement shall be enforceable by a third party.
16.10. If any provision of this Agreement is held to be void invalid, illegal, or unenforceable unenforceable, the validity, legality, or enforceability of the remaining provisions shall in whole no way be affected or in part, impaired thereby. This Agreement constitutes the entire Agreement between you and the credit union and supersedes all other proposals either oral or written between you and the credit union on this subject. This Agreement shall be binding upon the successors and assignees of both parties. Obligations of both parties with respect to confidential or private information and data pursuant to this Agreement will remain in effect and shall continue in force in relation to the unaffected provisions and survive cancellation, termination, or expiration of this Agreement. This Agreement and the remainder EFT Disclosure and any other account agreements/disclosures with Extra Credit Union are governed by federal laws and regulations, laws, and regulations of the provision state of Michigan, and local clearinghouse rules and may be amended from time to time. Except as otherwise provided in question.
16.11. This AgreementSection 14, its validity and effect, will be interpreted under and governed by the laws of England and any disputes regarding this Agreement shall be subject to the exclusive jurisdiction of the English courtsappropriate court in Macomb County or Federal District Court of the Eastern District of Michigan. If Alamy is required You agree that you will be liable to enforce its rights us for any loss, cost, or other expenses, including reasonable attorney's fees, we incur as a result of your failure to comply with the terms and conditions set forth herein and as we may amend from time to time. You authorize us to deduct any breach of these termsloss, whether legal proceedings are commenced cost or not, other expenses including reasonable attorney's fees for any action we may take to enforce this Agreement from any account you agree to indemnify Alamy in respect of all reasonable legal fees and costs incurred by Alamy in relation theretohold at the credit union.
Appears in 2 contracts
Samples: Electronic Banking Agreement, Electronic Banking Agreement
Miscellaneous Terms. 16.1(a) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California applicable to agreements entered into and wholly performed therein.
(b) You hereby waive all rights of droit moral or "moral rights of authors" or any similar rights or principles of law which you may now or later have in any materials created or assembled by us hereunder. The Licence will terminate immediately if you: (ic) enter into voluntary or compulsory liquidation, have a receiver appointed, or suffer You agree to execute any documents and do any other insolvency acts consistent herewith as may be reasonably required by us or bankruptcy eventour assigns or licensees to further evidence or effectuate our rights as set forth in this Agreement. Upon your failure to do so following five days written request therefor, you hereby appoint us as your attorney in fact for such purposes (iiit being acknowledged that such appointment is irrevocable and shall be deemed a power coupled with an interest), with full power of substitution and delegation.
(d) cease You agree and acknowledge that your rights and remedies against us or threaten any other party related to cease the sale or auction of the Property shall be limited to carry on trading an action at law for money damages, and you hereby waive all other rights and remedies which you might have at law or in equity (if applicable);or (iii) commit a material breach including, without limitation, injunctive relief and rescission, cancellation and termination of this Agreement and, if such breach is remediable, it is not remedied within fourteen (14) days of receipt of notice requiring remedy. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
16.2. The Licence is conditional on you not being aware of or having received, prior to licensing any Content, any correspondence, representations, complaints or claims from Alamy or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, and without prejudice to Alamy's other remedies under this Agreement, Alamy reserves the right to charge enjoin or restrain the advertisement, promotion, marketing or exploitation by us or any third party in connection with the auction and/or any rights or activities hereunder in any and all manner or media whatsoever, whether now known or hereafter devised). In any legal action between us, we shall not be liable to you agree to pay a fee equal to up to five (5) times Alamy's standard Licence fee for the unauthorised use of the Contentany special, consequential or incidental damages.
16.3. No variation of (e) You agree that we and our assignees shall have the
(f) The parties hereby agree that any of these Terms will be effective unless in writing and signed by Alamy and you.
16.4. The failure or delay by either party to enforce at any time any one or more of the terms or conditions of dispute under this Agreement will be resolved exclusively by final, binding arbitration under the rules and guidelines of any independent alternative dispute resolution service as the parties may agree upon; if the parties cannot agree, then the matter will be a waiver of such rights or any other rightssubmitted to the American Arbitration Association for arbitration.
16.5. In the event of any inconsistency between the Terms (g) This Agreement shall be binding upon your heirs, executors, beneficiaries, successors and the terms contained in any purchase order or other communication sent by youassigns, the Terms of but you may not assign this Agreement will prevail.
16.6. Each party acknowledges that, in entering into this Agreement, it has not relied on any representation made by the other party that has not been set out in this Agreement.
16.7. Neither party will be liable to the other under or in connection with this Agreement for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement agreement without the our prior written consent of the other party, not to be unreasonably withheld or delayedin each instance.
16.9. (h) The parties agree that paragraph headings in this Agreement are for convenience only and shall not affect in any way the purpose of Section 1(2) of the Contracts (Rights of Third Parties) Xxx 0000 no term meaning or interpretation of this Agreement shall be enforceable by a third partyagreement.
16.10. If any provision of this Agreement is held to be void or unenforceable in whole or in part, this Agreement will continue in force in relation to the unaffected provisions and the remainder of the provision in question.
16.11. This Agreement, its validity and effect, will be interpreted under and governed by the laws of England and be subject to the exclusive jurisdiction of the English courts. If Alamy is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify Alamy in respect of all reasonable legal fees and costs incurred by Alamy in relation thereto.
Appears in 1 contract
Samples: Consignment Agreement
Miscellaneous Terms. 16.1. The Licence parties agree that: (a) EA provides no license or right under any EA property, patent, copyright, service or trademark; ( b) Vendor will terminate immediately maintain complete records relating to performance of any Purchase Order in accordance with Generally Accepted Accounting Principles and Vendor will provide such records to EA in order to permit EA to audit them to ensure Vendor's performance under the applicable Purchase Order; (c) Vendor will not assign or delegate its rights or duties without EA's prior written approval; (d) EA may complete any Vendor work if you: Vendor is in default under a Purchase Order; (e) any remedy specified in this Order is in addition to any remedy the contract parties are entitled in law or equity; (f) the invalidity or unenforceability in whole or in part of any provision of these Terms and Conditions shall not affect the validity or enforceability of any other provision; (g) the failure of EA at any time to enforce any provision or elect any option hereunder shall not be construed as a waiver of any such provision or option or the right thereafter to enforce any such provision or elect any such option; (h) any modifications to these Terms and Conditions of any Purchase Order thereunder shall be in writing, signed by an authorized representative of the party against whom such modification is to be enforced; (i) enter into voluntary except as otherwise indicated herein, all notices hereunder shall be given in writing either by personal delivery or compulsory liquidationby certified mail to the address for each party provided herein or such other address as each party may provide to the other in accordance with this section, have a receiver appointedand shall be effective upon receipt; (j) EA and Vendor are independent contractors, and nothing herein will be deemed to place the parties in the relationship of employer-employee, principal-agent, partners or suffer any other insolvency or bankruptcy eventjoint venturers; (k) headings are provided for reference only, and shall not be considered in interpreting this order, (iil) cease or threaten to cease to carry on trading (if applicable);or (iii) commit a material breach of this Agreement and, if such breach is remediable, it is not remedied within fourteen (14) days of receipt of notice requiring remedy. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
16.2. The Licence is conditional on you not being aware of or having received, prior to licensing any Content, any correspondence, representations, complaints or claims from Alamy or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, and without prejudice to Alamy's other remedies under this Agreement, Alamy reserves the right to charge and you agree to pay a fee equal to up to five (5) times Alamy's standard Licence fee for the unauthorised use of the Content.
16.3. No variation of any of these Terms will be effective unless in writing and signed by Alamy and you.
16.4. The failure or delay by either party to enforce at any time any one or more of the terms or conditions of this Agreement will not be a waiver of such rights or any other rights.
16.5. In the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by you, the Terms of this Agreement will prevail.
16.6. Each party acknowledges that, in entering into this Agreement, it has not relied on any representation made by the other party that has not been set out in this Agreement.
16.7. Neither party will be liable to the other under or legal action instituted in connection with this Agreement for any failuresorder, interruptions, delays or other matters of a similar nature arising out of circumstances beyond the prevailing party shall be entitled to recover its reasonable control.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the prior written consent of attorneys' fees from the other party; and
(m) any term which by its nature is intended to survive expiration, not to be unreasonably withheld termination or delayedcancellation, shall so survive.
16.9. The parties agree that for the purpose of Section 1(2) of the Contracts (Rights of Third Parties) Xxx 0000 no term of this Agreement shall be enforceable by a third party.
16.10. If any provision of this Agreement is held to be void or unenforceable in whole or in part, this Agreement will continue in force in relation to the unaffected provisions and the remainder of the provision in question.
16.11. This Agreement, its validity and effect, will be interpreted under and governed by the laws of England and be subject to the exclusive jurisdiction of the English courts. If Alamy is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify Alamy in respect of all reasonable legal fees and costs incurred by Alamy in relation thereto.
Appears in 1 contract
Samples: Terms and Conditions for Purchases
Miscellaneous Terms. 16.1You warrant that you have obtained any authorization as may be required under applicable law to permit your utilization of the Services. You and we hereby agree to the terms of the Business Associate Agreement attached hereto as Exhibit A and incorporated herein by reference unless you and we have negotiated a separate Business Associate Agreement signed by you and us. In the case of the latter, the separate Business Associate Agreement executed by you and us shall supersede the terms of the Business Associate Agreement attached hereto and shall control with respect to the use and disclosure of Protected Health Information we receive from you, or create, maintain, transmit, or receive on behalf of you. Except as otherwise provided expressly herein, if any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. We may assign our rights and obligations under the Agreement. The Licence Agreement will terminate immediately if you: (i) enter into voluntary inure to the benefit of our successors, assigns and licensees. The failure of either party to insist upon or compulsory liquidation, have a receiver appointedenforce the strict performance of the other party with respect to any provision of the Agreement, or suffer to exercise any right under the Agreement, will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other insolvency instance; rather, the same will be and remain in full force and effect. The relationship between you and us is that of independent contractors and this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or bankruptcy event, (ii) cease or threaten to cease to carry on trading (if applicable);or (iii) commit a material breach employment relationship. Our rights hereunder which by their nature would continue beyond the termination of this Agreement andor expiration shall survive. This includes, if such breach is remediableby way of example but not limitation, it is not remedied within fourteen (14) days your obligations, and our rights, regarding fees and payment, proprietary rights and licenses, disclaimers, indemnification, and limitation of receipt liability Except as otherwise provided in the first paragraph of notice requiring remedy. In this Section 24, the event Agreement constitutes the entire agreement between you and us with respect to the subject matter of terminationthe Agreement and supersedes and replaces any other prior or contemporaneous agreements, all rights granted will immediately revert or terms and conditions applicable to us and any further exploitation the subject matter of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
16.2the Agreement. The Licence is conditional on you not being aware of or having receivedAgreement creates no third-party beneficiary rights. As used in this agreement, prior “we,” “our,” and “us” refer to licensing any ContentNational Electronic Attachment, any correspondenceInc. together with its subsidiaries, representations, complaints or claims from Alamy or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In additiondoing business as Vyne Dental2, and without prejudice its and their respective successors and assigns, and “you” and “your” refer to Alamy's other remedies under this Agreement, Alamy reserves the right to charge and you agree to pay a fee equal to up to five (5) times Alamy's standard Licence fee individual or entity subscribing for the unauthorised use Services. This Business Associate Agreement (this “Agreement”) is effective as of the Content.
16.3. No variation latter of any of these Terms will be effective unless in writing and signed by Alamy and you.
16.4. The failure or delay by either party to enforce at any time any one or more of the terms or conditions of this Agreement will not be a waiver of such rights or any other rights.
16.5. In the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by you, the Terms of this Agreement will prevail.
16.6. Each party acknowledges that, in entering into this Agreement, it has not relied on any representation made by the other party that has not been set out in this Agreement.
16.7. Neither party will be liable (a) first date you subscribe to the other under Services or in connection with this Agreement for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without (b) the prior written consent of the other party, not to be unreasonably withheld or delayed.
16.9. The parties agree that date your terms and conditions for the purpose of Section 1(2) of Services were last amended or revised (the Contracts (Rights of Third Parties) Xxx 0000 no term of this Agreement shall be enforceable by a third party“Effective Date”).
16.10. If any provision of this Agreement is held to be void or unenforceable in whole or in part, this Agreement will continue in force in relation to the unaffected provisions and the remainder of the provision in question.
16.11. This Agreement, its validity and effect, will be interpreted under and governed by the laws of England and be subject to the exclusive jurisdiction of the English courts. If Alamy is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify Alamy in respect of all reasonable legal fees and costs incurred by Alamy in relation thereto.
Appears in 1 contract
Samples: Terms and Conditions
Miscellaneous Terms. 16.1. The Licence parties agree that: (a) EA provides no license or right under any EA property, patent, copyright, service or trademark; (b) Vendor will terminate immediately maintain complete records relating to performance of any Purchase Order in accordance with Generally Accepted Accounting Principles and Vendor will provide such records to EA in order to permit EA to audit them to ensure Vendor's performance under the applicable Purchase Order; (c) Vendor will not assign or delegate its rights or duties without EA's prior written approval; (d) EA may complete any Vendor work if you: Vendor is in default under a Purchase Order, at Vendor’s expenses; (e) any remedy specified in this Order is in addition to any remedy the contract parties are entitled in law or equity; (f) the invalidity or unenforceability in whole or in part of an y provision of these Terms and Conditions shall not affect the validity or enforceability of any other provision; (g) the failure of EA at any time to enforce any provision or elect any option hereunder shall not be construed as a waiver of any such provision or option or the right thereafter to enforce any such provision or elect any such option; (h) any modifications to these Terms and Conditions of any Purchase Order thereunder shall be in writing, signed by an authorized representative of the party against whom such modification is to be enforced; (i) enter into voluntary except as otherwise indicated herein, all notices hereunder shall be given in writing either by personal delivery or compulsory liquidationby certified mail to the address for each party provided herein or such other address as each party may provide to the other in accordance with this section, have a receiver appointedand shall be effective upon receipt; (j) EA and Vendor are independent contractors, and nothing herein will be deemed to place the parties in the relationship of employer-employee, principal-agent, partners or suffer any other insolvency or bankruptcy eventjoint venturers; (k) headings are provided for reference only, and shall not be considered in interpreting this order, (iil) cease or threaten to cease to carry on trading (if applicable);or (iii) commit a material breach of this Agreement and, if such breach is remediable, it is not remedied within fourteen (14) days of receipt of notice requiring remedy. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
16.2. The Licence is conditional on you not being aware of or having received, prior to licensing any Content, any correspondence, representations, complaints or claims from Alamy or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, and without prejudice to Alamy's other remedies under this Agreement, Alamy reserves the right to charge and you agree to pay a fee equal to up to five (5) times Alamy's standard Licence fee for the unauthorised use of the Content.
16.3. No variation of any of these Terms will be effective unless in writing and signed by Alamy and you.
16.4. The failure or delay by either party to enforce at any time any one or more of the terms or conditions of this Agreement will not be a waiver of such rights or any other rights.
16.5. In the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by you, the Terms of this Agreement will prevail.
16.6. Each party acknowledges that, in entering into this Agreement, it has not relied on any representation made by the other party that has not been set out in this Agreement.
16.7. Neither party will be liable to the other under or legal action instituted in connection with this Agreement for any failuresorder, interruptions, delays or other matters of a similar nature arising out of circumstances beyond the prevailing party shall be entitled to recover its reasonable control.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the prior written consent of attorneys' fees from the other party; and (m) any term which by its nature is intended to survive expiration, not to be unreasonably withheld termination or delayedcancellation, shall so survive.
16.9. The parties agree that for the purpose of Section 1(2) of the Contracts (Rights of Third Parties) Xxx 0000 no term of this Agreement shall be enforceable by a third party.
16.10. If any provision of this Agreement is held to be void or unenforceable in whole or in part, this Agreement will continue in force in relation to the unaffected provisions and the remainder of the provision in question.
16.11. This Agreement, its validity and effect, will be interpreted under and governed by the laws of England and be subject to the exclusive jurisdiction of the English courts. If Alamy is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify Alamy in respect of all reasonable legal fees and costs incurred by Alamy in relation thereto.
Appears in 1 contract
Samples: Terms and Conditions for Purchases
Miscellaneous Terms. 16.1You warrant that you have obtained any authorization as may be required under applicable law to permit your utilization of the Services. The Licence will terminate immediately if you: (i) enter into voluntary or compulsory liquidation, You and we hereby agree to the terms of the Business Associate Agreement attached hereto as Exhibit A and incorporated herein by reference unless you and we have negotiated a receiver appointed, or suffer any other insolvency or bankruptcy event, (ii) cease or threaten to cease to carry on trading (if applicable);or (iii) commit a material breach of this separate Business Associate Agreement and, if such breach is remediable, it is not remedied within fourteen (14) days of receipt of notice requiring remedysigned by you and us. In the event case of terminationthe latter, all rights granted will immediately revert the separate Business Associate Agreement executed by you and us shall supersede the terms of the Business Associate Agreement attached hereto and shall control with respect to us the use and disclosure of Protected Health Information we receive from you, or create, maintain, transmit, or receive on behalf of you. Except as otherwise provided in Section 15, if any further exploitation provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any Content remaining provisions. We may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
16.2assign our rights and obligations under the Agreement. The Licence is conditional on you not being aware Agreement will inure to the benefit of or having receivedour successors, prior to licensing any Content, any correspondence, representations, complaints or claims from Alamy or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy to exercise all rights assigns and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, and without prejudice to Alamy's other remedies under this Agreement, Alamy reserves the right to charge and you agree to pay a fee equal to up to five (5) times Alamy's standard Licence fee for the unauthorised use of the Content.
16.3. No variation of any of these Terms will be effective unless in writing and signed by Alamy and you.
16.4licensees. The failure or delay by of either party to insist upon or enforce at any time any one or more the strict performance of the terms other party with respect to any provision of the Agreement, or conditions of this Agreement to exercise any right under the Agreement, will not be construed as a waiver or relinquishment to any extent of such rights party's right to assert or rely upon any such provision or right in that or any other rights.
16.5. In the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by youinstance; rather, the Terms same will be and remain in full force and effect. Except as otherwise provided in the first paragraph of this Section 19, the Agreement will prevail.
16.6constitutes the entire agreement between you and us with respect to the subject matter of the Agreement and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of the Agreement. Each The Agreement creates no third-party acknowledges that, in entering into this Agreement, it has not relied on any representation made by the other party that has not been set out beneficiary rights. As used in this Agreement.
16.7. Neither party will be liable agreement, “we,” “our,” and “us” refer to Dentalogic Inc. together with its subsidiaries, doing business as Dentalogic, and its and their respective successors and assigns, and “you” and “your” refer to the other under individual or in connection with entity subscribing for the Services. This Business Associate Agreement (this Agreement for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the prior written consent “Agreement”) is effective as of the other party, not latter of (a) first date you subscribe to be unreasonably withheld the Services or delayed.
16.9. The parties agree that (b) the date your terms and conditions for the purpose of Section 1(2) of Services were last amended or revised (the Contracts (Rights of Third Parties) Xxx 0000 no term of this Agreement shall be enforceable by a third party“Effective Date”).
16.10. If any provision of this Agreement is held to be void or unenforceable in whole or in part, this Agreement will continue in force in relation to the unaffected provisions and the remainder of the provision in question.
16.11. This Agreement, its validity and effect, will be interpreted under and governed by the laws of England and be subject to the exclusive jurisdiction of the English courts. If Alamy is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify Alamy in respect of all reasonable legal fees and costs incurred by Alamy in relation thereto.
Appears in 1 contract
Samples: Terms and Conditions
Miscellaneous Terms. 16.1. The Licence will terminate immediately if you: (ia) enter into voluntary or compulsory liquidation, have a receiver appointed, or suffer any other insolvency or bankruptcy event, (ii) cease or threaten to cease to carry on trading (if applicable);or (iii) commit a material breach of this Agreement and, if such breach is remediable, it is not remedied within fourteen (14) days of receipt of notice requiring remedy. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
16.2. The Licence is conditional on you not being aware of or having received, prior to licensing any Content, any correspondence, representations, complaints or claims from Alamy or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, and without prejudice to Alamy's other remedies under this Agreement, Alamy reserves the right to charge and you agree to pay a fee equal to up to five (5) times Alamy's standard Licence fee for the unauthorised use of the Content.
16.3. No variation of any of these Terms will be effective unless in writing and signed by Alamy and you.
16.4. The failure or delay by either Each party to enforce at any time any one or more of the terms or conditions of this Agreement will not be a waiver of such rights or any other rights.
16.5. In the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by you, the Terms of this Agreement will prevail.
16.6. Each party acknowledges that, in Offer is entering into this Agreement, it has not relied on any representation made by the other party that has not been set out Offer as an independent contractor. Nothing in this AgreementOffer is intended to: (a) create any partnership, joint venture or fiduciary relationship of any kind whatsoever; or (b) benefit any third parties or create any obligations to any third parties, except for the Indemnity, which is intended to benefit all Indemnified Parties. This Offer, including all schedules to this Offer, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties with respect to such subject matter. This Offer may only be amended, supplemented, or otherwise modified by written agreement signed by all of the parties.
16.7. Neither party (b) This Offer, including the Indemnity, will be liable enure to the other under benefit of and be binding upon the respective successors and assigns of the parties to this Offer and of the Indemnified Parties, provided that no party may assign this Offer or in connection with this Agreement for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement Offer, in whole or in part, without the prior written consent of the every other party, not to be unreasonably withheld or delayed.
16.9. The parties agree that for the purpose of Section 1(2) of the Contracts (Rights of Third Parties) Xxx 0000 no term of this Agreement shall be enforceable by a third party.
16.10(c) No waiver of any provision of this Offer will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the party to be bound by the waiver. A party’s failure or delay in exercising any right under this Offer will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a party from any other or further exercise of that right or the exercise of any other right it may have.
(d) If any provision of this Agreement Offer is held determined to be void illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction from which no appeal exists or is taken, that provision will be severed from this Offer and the remaining provisions will remain in whole full force and effect.
(e) To the extent any fees, expenses or in part, other amounts payable under this Agreement are subject to harmonized sales tax, goods and services tax and/or provincial sales tax, you will continue in force in relation pay an additional amount equal to the unaffected provisions and amount of any applicable tax, which will be payable to us at the remainder same times as such fees, expenses or other amounts are payable.
(f) Unless indicated otherwise, all references to currency are in Canadian dollars.
(g) Time shall be of the provision in questionessence with respect to this Offer.
16.11. This Agreement, its validity and effect, will be interpreted under and governed by the laws of England and be subject to the exclusive jurisdiction of the English courts. If Alamy is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify Alamy in respect of all reasonable legal fees and costs incurred by Alamy in relation thereto.
Appears in 1 contract
Miscellaneous Terms. 16.1. The Licence will terminate immediately if you: (i) enter into voluntary or compulsory liquidation, have a receiver appointed, appointed or suffer any other insolvency or bankruptcy event, (ii) cease or threaten to cease to carry on trading (if applicable);or (iii) commit a material breach of this Agreement and, if such breach is remediable, it is not remedied within fourteen (14) days of receipt of notice requiring remedy. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
16.2. The Licence is conditional on you not being aware of or having received, prior to licensing any Content, any correspondence, representations, complaints or claims from Alamy Limited, Alamy or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy Limited and/or Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, and without prejudice to Alamy's other remedies under this Agreement, Alamy reserves the right to charge and you agree to pay a fee equal to up to five (5) times Alamy's standard Licence fee for the unauthorised use of the Content.
16.3. No variation of any of these Terms will be effective unless in writing and signed by Alamy and you.
16.4. The failure or delay by either party to enforce at any time any one or more No action of the terms or conditions of this Agreement will not Alamy, other than an express written waiver, may be construed as a waiver of any Clause of this Agreement. In the event that Alamy waives any specific part of this Agreement, such rights or fact does not mean that any other rightspart is waived.
16.5. In the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by you, the Terms of this Agreement will prevail.
16.6. Each party acknowledges thatIf any provision of this Agreement is held to be void or unenforceable in whole or in part, this Agreement will continue in entering into this Agreement, it has not relied on any representation made by force in relation to the other party that has not been set out unaffected provisions and the remainder of the provision in this Agreementquestion.
16.7. Neither party will be liable to the other under or in connection with this Agreement for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld or delayed.
16.9. The parties In the event Alamy retains an attorney or collection agency to collect any outstanding payment due by you, you agree that for the purpose of Section 1(2) of the Contracts (Rights of Third Parties) Xxx 0000 no term of this Agreement shall be enforceable by a third partyto pay all collection costs, attorneys' fees and court costs relating thereto, in addition to any outstanding amounts due and applicable interest.
16.10. If any provision of this Agreement is held to be void or unenforceable in whole or in part, this Agreement will continue in force in relation to the unaffected provisions and the remainder of the provision in question.
16.11. This Agreement, its validity and effect, will be interpreted under and governed by the laws of England Australia and be subject to the exclusive jurisdiction of the English Australian courts. If Alamy is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify Alamy in respect of all reasonable legal fees and costs incurred by Alamy in relation thereto.
16.11. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors, and assigns.
16.12. This Agreement supersedes all prior understandings both oral and written between the Parties and constitutes the entire agreement between the Parties.
Appears in 1 contract
Samples: Licence Agreement
Miscellaneous Terms. 16.1PNT is not liable for its failure to perform any of its obligations under this Agreement during any period in which performance is delayed by Customer or circumstances beyond PNT's reasonable control. The Licence will terminate immediately if you: (i) enter into voluntary or compulsory liquidationparties are independent contractors and this Agreement does not create a partnership, have a receiver appointedfranchise, joint venture, agency, fiduciary, or suffer any other insolvency or bankruptcy event, (ii) cease or threaten to cease to carry on trading (if applicable);or (iii) commit a material breach of this Agreement andemployment relationship between the parties. Customer will receive system notifications from PNT and its licensors, if such breach is remediableapplicable (i.e. planned downtime notices, it is not remedied within fourteen (14) days of receipt of notice requiring remedyetc). In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
16.2. The Licence is conditional on you not being aware of or having received, prior to licensing any Content, any correspondence, representations, complaints or claims from Alamy or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringementThis Agreement, including any Claims by a third partyExhibits and Orders constitutes the entire agreement between Customer and PNT and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written concerning the Services. In additionThere are no representations, and without prejudice to Alamy's promises, warranties, covenants, or undertakings between the parties other remedies under than those expressly set forth in this Agreement, Alamy reserves the right . There are no third party beneficiaries to charge this Agreement; Customer is not entering into a contractual relationship with PNT’s licensors and you agree PNT’s licensors have no liability to pay a fee equal to up to five (5) times Alamy's standard Licence fee for the unauthorised use of the Content.
16.3Customer. No variation modification or waiver of any of these Terms provision hereof will be effective unless made in a writing and signed by Alamy both PNT and you.
16.4Customer. The failure Customer may not assign or delay by either party to enforce at any time any one or more of the terms or conditions of transfer this Agreement will not be a waiver of such rights or any other rights.
16.5. In the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by you, the Terms of this Agreement will prevail.
16.6. Each party acknowledges that, in entering into this Agreement, it has not relied on any representation made by the other party that has not been set out in this Agreement.
16.7. Neither party will be liable Services to the other under or in connection with this Agreement for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld or delayed.
16.9. The parties agree that for the purpose of Section 1(2) of the Contracts (Rights of Third Parties) Xxx 0000 no term of this Agreement shall be enforceable by a third party.
16.10, whether by merger or otherwise. If Should any provision of this Agreement is held to be void invalid or unenforceable in whole or in partunenforceable, this Agreement will continue in force in relation to the unaffected provisions and the remainder of the provision provisions will remain in question.
16.11effect. This Any additional or conflicting terms of any Customer purchase order are rejected by PNT and do not apply. If any action is brought by either party to this Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation. You acknowledge that, in the event of your breach of this Agreement, PNT will not have an adequate remedy in money or damages. PNT shall therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. PNT’s right to obtain injunctive relief shall not limit its validity and effect, will be interpreted under and governed by the laws of England and be subject right to the exclusive jurisdiction of the English courts. If Alamy is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify Alamy in respect of all reasonable legal fees and costs incurred by Alamy in relation theretoseek further remedies.
Appears in 1 contract
Miscellaneous Terms. 16.1This Agreement constitutes the entire agreement of the parties and supersedes all prior oral or written agreements between them concerning the same subject. The Licence will terminate immediately if you: (i) enter into voluntary or compulsory liquidation, have a receiver appointed, or suffer any other insolvency or bankruptcy event, (ii) cease or threaten to cease to carry on trading (if applicable);or (iii) commit a material breach of this Agreement and, if such breach is remediable, it is not remedied within fourteen (14) days of receipt of notice requiring remedy. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
16.2. The Licence is conditional on you not being aware of or having received, prior to licensing any Content, any correspondence, representations, complaints or claims from Alamy or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this This Agreement may constitute copyright infringement, entitling Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will only be responsible for any damages resulting from any such copyright infringement, including any Claims amended or modified by a third party. In addition, and without prejudice written instrument executed by the parties to Alamy's other remedies under this Agreement, Alamy reserves the right to charge and you agree to pay a fee equal to up to five (5) times Alamy's standard Licence fee for the unauthorised use of the Content.
16.3. No variation of any of these Terms will be effective unless in writing and signed by Alamy and you.
16.4. The failure or delay by on the part of either party to enforce at in exercising any time of its respective rights hereunder upon any one or more of the terms or conditions of this Agreement will not be a waiver of such rights or any other rights.
16.5. In the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by you, the Terms of this Agreement will prevail.
16.6. Each party acknowledges that, in entering into this Agreement, it has not relied on any representation made failure by the other party that has not been set out in to perform or observe any condition, covenant or provision herein contained shall operate as a waiver thereof, nor shall any single or partial exercise of any such rights preclude any other or further exercise thereof or the exercise of any other or further exercise thereof or the exercise of any other right hereunder. Without limiting the foregoing, no payment by CPT shall constitute a waiver of any term or condition of this Agreement.
16.7. Neither This Agreement may not be assigned by either party will be liable to the other under or in connection with this Agreement for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement hereto without the prior written consent of the other party; provided, not that CPT may assign this agreement to be unreasonably withheld or delayed.
16.9any of its affiliates that are within the Sony group of companies without obtaining the consent of TCCSL and will notify TCCSL of any such assignment if such assignment will have any material impact on TCCSL. The parties agree that for the purpose of Section 1(2) Each of the Contracts (Rights parties shall execute and deliver any further documents or instruments the other may reasonably request to carry out the intent of Third Parties) Xxx 0000 no term this Agreement. Nothing contained in this Agreement shall constitute a partnership between, or joint venture by, the parties hereto or constitute either party the agent of the other. Neither party shall hold itself out contrary to the terms of this Agreement and neither party shall become liable by reason of any representation, act or omission of the other contrary to the provisions hereof. Nothing expressed or referred to in this Agreement is intended or shall be enforceable construed to give any person or entity, other than the parties to this Agreement, or their permitted successors and assigns, any legal or equitable right, remedy or claim under or in respect thereof or any provision contained herein, it being the intention of the parties that this Agreement is for the sole and exclusive benefit of such parties, and any permitted successors and assigns of this Agreement and for the benefit of no other person or entity. The section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. This Agreement and all of its terms shall be confidential, and each party agrees that, except as may be required by a third law, it shall not make any disclosures with regard thereto without the prior written approval of the non-disclosing party.
16.10. If any provision of this Agreement Agreement, or any covenant, obligation or agreement contained herein is held determined by a court of competent jurisdiction to be void invalid or unenforceable, such determination shall not affect any other provision, covenant, obligation or agreement, each of which shall be construed and enforced as if such invalid or unenforceable provision were not contained herein. Such invalidity or unenforceability shall not affect any valid and enforceable application thereof, and each such provision, covenant, obligation or agreement, shall be deemed to be effective, operative, made, entered into or taken in whole the matter and to the full extent permitted by law. In the event of the occurrence of an event of force majeure which materially interferes with the production or in partdelivery of the Program or with the rendition of TCCSL’s material obligations hereunder, CPT shall have the right to suspend this Agreement will continue in force in relation and shall have the right, but not the obligation, to the unaffected provisions and the remainder of the provision in question.
16.11. This Agreement, its validity and effect, will be interpreted under and governed extend this Agreement by the laws of England and be subject to the exclusive jurisdiction of the English courts. If Alamy is required to enforce its rights as a result length of any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify Alamy in respect of all reasonable legal fees and costs incurred by Alamy in relation theretosuch suspension.
Appears in 1 contract
Samples: Distribution Agreement
Miscellaneous Terms. 16.1You warrant that you have obtained any authorization as may be required under applicable law to permit your utilization of the Services. The Licence will terminate immediately if you: (i) enter into voluntary or compulsory liquidation, You and we hereby agree to the terms of the Business Associate Agreement attached hereto as Exhibit A and incorporated herein by reference unless you and we have negotiated a receiver appointed, or suffer any other insolvency or bankruptcy event, (ii) cease or threaten to cease to carry on trading (if applicable);or (iii) commit a material breach of this separate Business Associate Agreement and, if such breach is remediable, it is not remedied within fourteen (14) days of receipt of notice requiring remedysigned by you and us. In the event case of terminationthe latter, all rights granted will immediately revert the separate Business Associate Agreement executed by you and us shall supersede the terms of the Business Associate Agreement attached hereto and shall control with respect to us the use and disclosure of Protected Health Information we receive from you, or create, maintain, transmit, or receive on behalf of you. Except as otherwise provided in Section 14, if any further exploitation provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any Content remaining provisions. We may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
16.2assign our rights and obligations under the Agreement. The Licence is conditional on you not being aware Agreement will inure to the benefit of or having receivedour successors, prior to licensing any Content, any correspondence, representations, complaints or claims from Alamy or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy to exercise all rights assigns and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, and without prejudice to Alamy's other remedies under this Agreement, Alamy reserves the right to charge and you agree to pay a fee equal to up to five (5) times Alamy's standard Licence fee for the unauthorised use of the Content.
16.3. No variation of any of these Terms will be effective unless in writing and signed by Alamy and you.
16.4licensees. The failure or delay by of either party to insist upon or enforce at any time any one or more the strict performance of the terms other party with respect to any provision of the Agreement, or conditions of this Agreement to exercise any right under the Agreement, will not be construed as a waiver or relinquishment to any extent of such rights party's right to assert or rely upon any such provision or right in that or any other rights.
16.5. In the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by youinstance; rather, the Terms same will be and remain in full force and effect. Except as otherwise provided in the first paragraph of this Section 18, the Agreement will prevail.
16.6constitutes the entire agreement between you and us with respect to the subject matter of the Agreement and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of the Agreement. Each The Agreement creates no third-party acknowledges that, in entering into this Agreement, it has not relied on any representation made by the other party that has not been set out beneficiary rights. As used in this Agreement.
16.7. Neither party will be liable agreement, “we,” “our,” and “us” refer to National Electronic Attachment, Inc. together with its subsidiaries, doing business as Vyne Dental2, and its and their respective successors and assigns, and “you” and “your” refer to the other under individual or in connection with entity subscribing for the Services. This Business Associate Agreement (this Agreement for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the prior written consent “Agreement”) is effective as of the other party, not latter of (a) first date you subscribe to be unreasonably withheld the Services or delayed.
16.9. The parties agree that (b) the date your terms and conditions for the purpose of Section 1(2) of Services were last amended or revised (the Contracts (Rights of Third Parties) Xxx 0000 no term of this Agreement shall be enforceable by a third party“Effective Date”).
16.10. If any provision of this Agreement is held to be void or unenforceable in whole or in part, this Agreement will continue in force in relation to the unaffected provisions and the remainder of the provision in question.
16.11. This Agreement, its validity and effect, will be interpreted under and governed by the laws of England and be subject to the exclusive jurisdiction of the English courts. If Alamy is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify Alamy in respect of all reasonable legal fees and costs incurred by Alamy in relation thereto.
Appears in 1 contract
Samples: Terms and Conditions
Miscellaneous Terms. 16.15.1. The Licence IN NO EVENT WILL VIGILANT VIDEO BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS, LOST REVENUES, LOSS OF USE OR DOWNTIME, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY OR FORM OF ACTION, EVEN IF VIGILANT VIDEO HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. Vigilant Video and Customer agree that the limitations specified above and otherwise in this agreement will terminate immediately survive and apply even if you: (i) enter into voluntary or compulsory liquidation, any limited remedy provided in this agreement is found to have a receiver appointed, or suffer any other insolvency or bankruptcy event, (ii) cease or threaten to cease to carry on trading (if applicable);or (iii) commit a material breach failed of this Agreement and, if such breach is remediable, it is not remedied within fourteen (14) days of receipt of notice requiring remedy. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rightsits essential purpose.
16.2. The Licence is conditional on you not being aware of or having received, prior to licensing any Content, any correspondence, representations, complaints or claims from Alamy or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, and without prejudice to Alamy's other remedies under this Agreement, Alamy reserves the right to charge and you agree to pay a fee equal to up to five (5) times Alamy's standard Licence fee for the unauthorised use of the Content.
16.3. No variation of any of these Terms will be effective unless in writing and signed by Alamy and you.
16.4. The failure or delay by either party to enforce at any time any one or more of the terms or conditions of this Agreement will not be a waiver of such rights or any other rights.
16.5. In the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by you, the Terms of this Agreement will prevail.
16.6. Each party acknowledges that, in entering into this Agreement, it has not relied on any representation made by the other party that has not been set out in this Agreement.
16.75.2. Neither party will be liable to the other under or in connection with this Agreement for any failuresfailure or delay in the performance of its obligations under the stated software support, interruptionswarranty and maintenance services. Failure or delay to render such services shall not be deemed as default of any Agreement and therefore shall not be grounds for termination of any pre-existing Agreement between Customer and Vigilant Video if both of the following conditions are satisfied: 1) the failure or delay could not have been prevented by reasonable precautions, delays and cannot be circumvented by the non-performing party through the use of alternate sources, work-around plans, or other matters means; and 2) the failure or delay is caused, directly or indirectly, by reason of fire or other casualty or accident; strikes or labor disputes; inability to procure raw materials, equipment, power, or supplies; war, terrorism, or other violence; and law, order, proclamation, regulation, ordinance, demand, or requirement of any government agency or intergovernmental body other that a similar nature arising out party hereto; or any other act or condition beyond the reasonable control of circumstances beyond its reasonable control.
16.8the non-performing party. Subject to Clause 3.1.13Upon the occurrence of an event which satisfies both of the above conditions (a "Force Majeure Event"), neither the non-performing party will assign, sub-contract, sub-license or otherwise transfer its rights or be excused from any further performance of those obligations under this Agreement agreement affected by the Force Majeure Event for as long as: a) the force Majeure Event continues; and b) the non-performing party continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay. Upon the prior occurrence of a Force Majeure Event, the non-performing party will immediately notify the other party by telephone (to be confirmed by written consent notice within two (2) business days of the other party, not to be unreasonably withheld failure or delayed.
16.9. The parties agree that for the purpose of Section 1(2delay) of the Contracts (Rights occurrence of Third Parties) Xxx 0000 no term a Force Majeure Event and will describe in reasonable detail the nature of this Agreement shall be enforceable by a third partythe Force Majeure Event.
16.105.3. If any provision of the terms of this software warranty conflict with any Customer Site License Agreement, the terms of the Customer's software Site License Agreement is held shall survive.
5.4. Customer, upon written request to be void or unenforceable in whole or in partVigilant Video, this Agreement will continue in force in relation and with thirty (30) days advanced notification to vigilant Video, shall have the right to investigate, examine, and audit any and all necessary non-financial books, papers, documents, records and personnel that pertain to the unaffected provisions software support, warranty and maintenance services rendered to the remainder Customer throughout any time period Customer had received such services. Attached for your signature and initials is Vigilant Video Law Enforcement Product Software Site License Agreement. This agreement is for the software licenses associated with the license plate reader project being purchased with FY09 UASI LEAP and FY10 UASI LEAP grant funds. I have tabbed the pages where your signature and your initials are needed. Please contact me (x4243) with any questions or concerns. Approved Xxxxxxx Xxxxxxxxx Program Support Manager Date Not Approved Comments Attached Approved Xxxx Xxxxxxxxx Chief of Staff Date Not Approved Comments Attached Approved Xxxxxxx X. Xxxxxxxx Chief Date Not Approved Comments Attached Approved Xxxxxxx Xxxxxxxxx Assistant City Attorney Date Not Approved Comments Attached M&C Review xxxx://xxxx.xxxxxx.xxx/council_packet/mc_review.asp?ID=15575&council... ITY OUNCIL GENDA Official site of the provision in questionCity of Fort Worth, Texas P-11316 LOG NAME: 13P11-0271 LPR VIDEO SYS LSJ CODE: P TYPE: NON-CONSENT PUBLIC NO It is recommended that the City Council authorize a sole source Purchase Agreement with Vigilant Video, Inc., for license plate reader systems, software licenses and related services for the Police Department using grant funds for an amount of $164,674.00 for the first year, freight included, with payment due 30 days after the receipt of invoices.
16.11. This Agreement, its validity and effect, will be interpreted under and governed by the laws of England and be subject to the exclusive jurisdiction of the English courts. If Alamy is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify Alamy in respect of all reasonable legal fees and costs incurred by Alamy in relation thereto.
Appears in 1 contract
Samples: Site License Agreement, Software Warranty and Maintenance Terms and Conditions
Miscellaneous Terms. 16.1. The Licence will terminate immediately if you: (i) enter into voluntary or compulsory liquidation, have A waiver by a receiver appointed, or suffer party of any other insolvency or bankruptcy event, (ii) cease or threaten to cease to carry on trading (if applicable);or (iii) commit a material breach of this Agreement and, if such breach is remediable, it is not remedied within fourteen (14) days of receipt of notice requiring remedy. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
16.2. The Licence is conditional on you not being aware of or having received, prior to licensing any Content, any correspondence, representations, complaints or claims from Alamy or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, and without prejudice to Alamy's other remedies under this Agreement, Alamy reserves the right to charge and you agree to pay a fee equal to up to five (5) times Alamy's standard Licence fee for the unauthorised use of the Content.
16.3. No variation of any of these Terms will be effective unless in writing and signed by Alamy and you.
16.4. The failure or delay by either party to enforce at any time any one or more of the terms or conditions term of this Agreement will not be construed as a waiver of such rights any continuing or succeeding breach. Should any other rights.
16.5. In the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by you, the Terms of this Agreement will prevail.
16.6. Each party acknowledges that, in entering into this Agreement, it has not relied on any representation made by the other party that has not been set out in this Agreement.
16.7. Neither party will be liable to the other under or in connection with this Agreement for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld or delayed.
16.9. The parties agree that for the purpose of Section 1(2) of the Contracts (Rights of Third Parties) Xxx 0000 no term of this Agreement shall be enforceable by a third party.
16.10invalid or unenforceable, the remaining terms will remain in effect. If The parties acknowledge they have read this Agreement and agree that it is the complete and exclusive statement of the agreement and supersedes any provision prior or contemporaneous negotiations or agreements, between the parties relating to the subject matter of this Agreement. This Agreement may not be modified or rescinded except in writing signed by both parties. The prevailing party in any litigation is held entitled to recover its attorney’s fees and costs from the other party. To the extent BMC Products include third party code: if (a) such third party code is provided for use with a Product, it may be void used only with that Product unless otherwise provided for in the Documentation; and (b) the Documentation contains terms that pertain to such third party code, those terms govern the third party code in place of the terms of the applicable Order and this Agreement; except that the third party terms will not (i) negate or unenforceable amend the rights granted by BMC to Customer or the obligations undertaken by BMC in whole the applicable Order or this Agreement with respect to a Product; or (ii) impose any additional restrictions on Customer’s use of the Product. In some circumstances, usually either for the convenience of its customers or in partorder to comply with the obligation to make source code available under specific license terms, BMC distributes to customers, without charge, products that are not governed by an Order or this Agreement will continue in force in relation to Agreement. Such products are distributed separately from the unaffected provisions and the remainder of the provision in question.
16.11. This AgreementBMC Products, its validity and effect, will be interpreted under and are governed by the laws of England license terms that are included with them, and are provided by BMC AS IS, WHERE IS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, AND EXCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. The parties have agreed that this Agreement and the documents related thereto be subject to the exclusive jurisdiction of drawn up in the English courtslanguage. If Alamy is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify Alamy in respect of all reasonable legal fees and costs incurred by Alamy in relation theretoLes parties exigent que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
Appears in 1 contract
Samples: End User License Agreement
Miscellaneous Terms. 16.130.1 This Lease and the other agreements referenced herein contain the entire agreement between the parties regarding the subject matter set forth herein and may not be extended, renewed, restated, terminated or otherwise modified in any manner except by an instrument in writing executed by the parties hereto. The Licence will terminate immediately if you: (i) enter into voluntary or compulsory liquidation, have a receiver appointed, or suffer any other insolvency or bankruptcy event, (ii) cease or threaten to cease to carry on trading (if applicable);or (iii) commit a material breach All prior understandings and agreements between the parties and all prior working drafts of this Agreement andLease are merged in this Lease, if such breach is remediable, it is not remedied within fourteen (14) days of receipt of notice requiring remedy. In which alone expresses the event of termination, all rights granted will immediately revert to us and any further exploitation of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
16.2. The Licence is conditional on you not being aware of or having received, prior to licensing any Content, any correspondence, representations, complaints or claims from Alamy or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, and without prejudice to Alamy's other remedies under this Agreement, Alamy reserves the right to charge and you agree to pay a fee equal to up to five (5) times Alamy's standard Licence fee for the unauthorised use agreement of the Content.
16.3. No variation of any of these Terms will be effective unless in writing and signed by Alamy and you.
16.4. The failure or delay by either party to enforce at any time any one or more of the terms or conditions of this Agreement will not be a waiver of such rights or any other rights.
16.5. In the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by you, the Terms of this Agreement will prevail.
16.6. Each party acknowledges that, in entering into this Agreement, it has not relied on any representation made by the other party that has not been set out in this Agreement.
16.7. Neither party will be liable to the other under or in connection with this Agreement for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld or delayed.
16.9parties. The parties agree that for no inferences shall be drawn from matters deleted from any working drafts of this Lease.
30.2 No receipt of moneys by the purpose Landlord from the Tenant after the termination or expiry of Section 1(2) this Lease shall reinstate, continue or extend the Term, or affect any notice theretofore given to the Tenant, or affect or otherwise operate as a waiver of the Contracts (Rights right of Third Parties) Xxx 0000 no term the Landlord to enforce the payment of Principal Rent then due, or thereafter falling due, or operate as a waiver of the right of the Landlord to recover possession of the Premises by proper, action, proceeding or remedy. The acceptance of any cheque or payment bearing or accompanied by any endorsement, legend or statements shall not, of itself, constitute any change in or termination of this Agreement Lease. The failure of the Landlord to enforce any agreement, condition, covenant or term, by reason of its breach by the Tenant shall not be deemed to void, waive or affect the right of the Landlord to enforce the same agreement, condition, covenant or term on the occasion of a subsequent default or breach. No surrender of the Premises by the Tenant (prior to any termination of this Lease) shall be enforceable valid unless consented to in writing by a third partythe Landlord.
16.10. If 30.3 Notwithstanding any provision of this Agreement is held to be void Lease or unenforceable in whole or in part, this Agreement will continue in force in relation the provisions of any other existing agreement between the parties hereto to the unaffected provisions contrary, the Landlord may publicly file, disclose, report or publish any and all information related to this Lease (including the remainder information provided to the Landlord pursuant to this clause) that may be reasonably interpreted as being required by US law.
30.4 The Landlord shall not be liable for any injury or damage to any property or to any person happening in on or about the Premises, nor for any injury or damage to any property of the provision in question.
16.11Tenant, or of any other person or persons contained therein unless the same is caused by Landlord negligence or wilful misconduct. This Agreement, its validity and effect, will be interpreted under and governed by the laws of England and be subject The Tenant agrees to look solely to the exclusive jurisdiction of the English courts. If Alamy is required to enforce its rights as a result Landlord for recovery of any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify Alamy judgment in respect of the provisions of this Lease from such Landlord and in no event shall the Tenant look to any other landlord, nor shall any landlord (or its partners, shareholders, members, managers, officers, directors or Affiliates) ever be personally liable for any such judgment.
30.5 The parties took equal part in drafting this Lease and no rule of construction that would cause any of the terms hereof to be construed against the drafter shall be applicable to the interpretation of this Lease.
30.6 Subject to the express terms of this Lease the Tenant hereby waives, to the fullest extent permitted by Applicable Law, any and all rights that it may now have or that at any time hereafter may be conferred upon it, by Applicable Law or otherwise, to modify, terminate, quit or surrender this Lease or to effect or claim any diminution or reduction of Rent payable by Tenant hereunder.
30.7 If the Landlord becomes concerned that any person who directly owns a controlling interest in or otherwise directly controls the Tenant is, (i) listed on the Specially Designated Nationals and Blocked persons List (the “SDN List”) maintained by the US Office of Foreign Assets Control (“OFAC”), US Department of the Treasury, and/or on any other similar list (“Other Lists” and, collectively with the SDN List, the “Lists”) maintained by the OFAC pursuant to any authorizing statute, US Executive Order or regulation (collectively, “OFAC Laws and Regulations”); or (ii) a person (a “Designated Person”) designated under Sections 1(a), 1(b), 1(c) or 1(d) of Executive Order No. 13224, 66 Fed. Reg. 49079 (published September 25, 2001) or similarly designated under any related enabling legislation or any other similar Executive Orders (collectively, the “Executive Orders”) then it shall provide the Tenant with as much information as it is able to do and the Tenant will if the information is verified then use all reasonable legal fees and costs incurred lawful endeavours to terminate said person’s employment by Alamy in relation theretoor association with the Tenant.
30.8 Schedule 1 : Premises and Rights and Reservations
Part 1 : The Premises
Appears in 1 contract
Samples: Lease Agreement (Griffin-American Healthcare REIT II, Inc.)
Miscellaneous Terms. 16.1. The Licence will terminate immediately if you: (i) enter into voluntary or compulsory liquidation, have A waiver by a receiver appointed, or suffer party of any other insolvency or bankruptcy event, (ii) cease or threaten to cease to carry on trading (if applicable);or (iii) commit a material breach of this Agreement and, if such breach is remediable, it is not remedied within fourteen (14) days of receipt of notice requiring remedy. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
16.2. The Licence is conditional on you not being aware of or having received, prior to licensing any Content, any correspondence, representations, complaints or claims from Alamy or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, and without prejudice to Alamy's other remedies under this Agreement, Alamy reserves the right to charge and you agree to pay a fee equal to up to five (5) times Alamy's standard Licence fee for the unauthorised use of the Content.
16.3. No variation of any of these Terms will be effective unless in writing and signed by Alamy and you.
16.4. The failure or delay by either party to enforce at any time any one or more of the terms or conditions term of this Agreement will not be construed as a waiver of such rights any continuing or succeeding breach. Should any other rights.
16.5. In the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by you, the Terms of this Agreement will prevail.
16.6. Each party acknowledges that, in entering into this Agreement, it has not relied on any representation made by the other party that has not been set out in this Agreement.
16.7. Neither party will be liable to the other under or in connection with this Agreement for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld or delayed.
16.9. The parties agree that for the purpose of Section 1(2) of the Contracts (Rights of Third Parties) Xxx 0000 no term of this Agreement shall be enforceable by a third party.
16.10invalid or unenforceable, the remaining terms will remain in effect. If The parties acknowledge they have read this Agreement and agree that it is the complete and exclusive statement of the agreement and supersedes any provision prior or contemporaneous negotiations or agreements, between the parties relating to the subject matter of this Agreement. This Agreement may not be modified or rescinded except in writing signed by both parties. The prevailing party in any litigation is held entitled to recover its attorney’s fees and costs from the other party. To the extent BMC Products include third party code: if (a) such third party code is provided for use with a Product, it may be void used only with that Product unless otherwise provided for in the Documentation; and (b) the Documentation contains terms that pertain to such third party code, those terms govern the third party code in place of the terms of the applicable Order and this Agreement; except that the third party terms will not (i) negate or unenforceable amend the rights granted by BMC to Customer or the obligations undertaken by BMC in whole the applicable Order or this Agreement with respect to a Product; or (ii) impose any additional restrictions on Customer’s use of the Product. In some circumstances, usually either for the convenience of its customers or in partorder to comply with the obligation to make source code available under specific license terms, BMC distributes to customers, without charge, products that are not governed by an Order or this Agreement will continue in force in relation to Agreement. Such products are distributed separately from the unaffected provisions and the remainder of the provision in question.
16.11. This AgreementBMC Products, its validity and effect, will be interpreted under and are governed by the laws of England license terms that are included with them, and are provided by BMC AS IS, WHERE IS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, AND EXCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. The parties have agreed that this Agreement and the documents related thereto be subject to the exclusive jurisdiction of drawn up in the English courtslanguage. If Alamy is required Les parties exigent que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais. Customer agrees that BMC and its affiliates may refer to enforce its rights Customer as a result customer of any breach of these termsBMC, whether legal proceedings are commenced or not, you agree to indemnify Alamy both internally and in respect of all reasonable legal fees and costs incurred by Alamy in relation theretoexternally published media.
Appears in 1 contract
Samples: End User License Agreement
Miscellaneous Terms. 16.1You warrant that you have obtained any authorization as may be required under applicable law to permit your utilization of the Services. You and we hereby agree to the terms of the Business Associate Agreement attached hereto as Exhibit A and incorporated herein by reference unless you and we have negotiated a separate Business Associate Agreement signed by you and us. In the case of the latter, the separate Business Associate Agreement executed by you and us shall supersede the terms of the Business Associate Agreement attached hereto and shall control with respect to the use and disclosure of Protected Health Information we receive from you, or create, maintain, transmit, or receive on behalf of you. Except as otherwise provided in Section 16, if any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. We may assign our rights and obligations under the Agreement. The Licence Agreement will terminate immediately if you: (i) enter into voluntary inure to the benefit of our successors, assigns and licensees. The failure of either party to insist upon or compulsory liquidation, have a receiver appointedenforce the strict performance of the other party with respect to any provision of the Agreement, or suffer to exercise any right under the Agreement, will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other insolvency instance; rather, the same will be and remain in full force and effect. The relationship between you and us is that of independent contractors and this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or bankruptcy event, (ii) cease or threaten to cease to carry on trading (if applicable);or (iii) commit a material breach employment relationship. Our rights hereunder which by their nature would continue beyond the termination of this Agreement andor expiration shall survive. This includes, if such breach is remediableby way of example but not limitation, it is not remedied within fourteen (14) days your obligations, and our rights, regarding fees and payment, proprietary rights and licenses, disclaimers, indemnification, and limitation of receipt liability Except as otherwise provided in the first paragraph of notice requiring remedy. In this Section 20, the event Agreement constitutes the entire agreement between you and us with respect to the subject matter of terminationthe Agreement and supersedes and replaces any other prior or contemporaneous agreements, all rights granted will immediately revert or terms and conditions applicable to us and any further exploitation the subject matter of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
16.2the Agreement. The Licence is conditional on you not being aware of or having receivedAgreement creates no third-party beneficiary rights. As used in this agreement, prior “we,” “our,” and “us” refer to licensing any ContentNational Electronic Attachment, any correspondenceInc. together with its subsidiaries, representations, complaints or claims from Alamy or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In additiondoing business as Vyne Dental2, and without prejudice its and their respective successors and assigns, and “you” and “your” refer to Alamy's other remedies under this Agreement, Alamy reserves the right to charge and you agree to pay a fee equal to up to five (5) times Alamy's standard Licence fee individual or entity subscribing for the unauthorised use Services. This Business Associate Agreement (this “Agreement”) is effective as of the Content.
16.3. No variation latter of any of these Terms will be effective unless in writing and signed by Alamy and you.
16.4. The failure or delay by either party to enforce at any time any one or more of the terms or conditions of this Agreement will not be a waiver of such rights or any other rights.
16.5. In the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by you, the Terms of this Agreement will prevail.
16.6. Each party acknowledges that, in entering into this Agreement, it has not relied on any representation made by the other party that has not been set out in this Agreement.
16.7. Neither party will be liable (a) first date you subscribe to the other under Services or in connection with this Agreement for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without (b) the prior written consent of the other party, not to be unreasonably withheld or delayed.
16.9. The parties agree that date your terms and conditions for the purpose of Section 1(2) of Services were last amended or revised (the Contracts (Rights of Third Parties) Xxx 0000 no term of this Agreement shall be enforceable by a third party“Effective Date”).
16.10. If any provision of this Agreement is held to be void or unenforceable in whole or in part, this Agreement will continue in force in relation to the unaffected provisions and the remainder of the provision in question.
16.11. This Agreement, its validity and effect, will be interpreted under and governed by the laws of England and be subject to the exclusive jurisdiction of the English courts. If Alamy is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify Alamy in respect of all reasonable legal fees and costs incurred by Alamy in relation thereto.
Appears in 1 contract
Samples: Terms and Conditions
Miscellaneous Terms. 16.1. a) The Licence will terminate immediately if you: (i) enter into voluntary or compulsory liquidation, have a receiver appointed, or suffer any other insolvency or bankruptcy event, (ii) cease or threaten Schedules to cease to carry on trading (if applicable);or (iii) commit a material breach this Agreement and the CWRG Program Requirements are an integral part of this Agreement andas if included in the body of this Agreement.
b) This Agreement together with any documents or other information referred to in it, if such breach is remediableincluding the Approval Letter, it is not remedied within fourteen (14) days the CWRG Program Requirements, and the Payment Guidelines available in the Claim Submission Guidelines, constitute the entire Agreement between the Parties with respect to the subject matter of receipt this Agreement, with a descending order of notice requiring remedy. In precedence in the event of terminationa conflict or inconsistency as follows: Schedule B, all rights granted will immediately revert to us and any further exploitation of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rightsSchedule A, Approval Letter, CWRG Program Requirements.
16.2. The Licence is conditional on you not being aware of or having received, prior to licensing any Content, any correspondence, representations, complaints or claims from Alamy or third parties (collectively ‘Claims’c) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, and without prejudice to Alamy's other remedies under this Agreement, Alamy reserves unless the right to charge context requires otherwise, words using the singular form include the plural form and you agree to pay a fee equal to up to five (5) times Alamy's standard Licence fee for the unauthorised use of the Contentvice versa.
16.3. d) The headings in this Agreement are inserted for convenience only and do not form part of this Agreement.
e) No variation amendment to or modification of any of these Terms this Agreement will be effective unless it is in writing and signed by Alamy and youboth Parties.
16.4. The failure f) Nothing in this Agreement operates as a consent, permit, approval or delay authorization by either party to enforce at any time any one Ministry or more Branch of the terms Government of the Province of British Columbia for anything that, by statute, you are required to obtain, unless this Agreement expressly indicates otherwise.
g) No term or conditions condition of this Agreement and no breach of any such term or condition by you will be deemed to have been waived unless such waiver is in writing and signed by both Parties.
h) Our written waiver of any breach by you of a term or condition of this Agreement will not be deemed a waiver of such rights or any other rightsprovision of this Agreement or of any prior or subsequent breach.
16.5. i) This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.
j) In the event of any inconsistency dispute between the Terms and the terms contained in any purchase order or other communication sent by you, the Terms Parties arising out of this Agreement will prevail.
16.6. Each party acknowledges that, in entering into this Agreement, it has not relied on any representation made by the other party that has not been set out in this Agreement.
16.7. Neither party will be liable to the other under or in connection with this Agreement for any failuresAgreement, interruptionsthe following dispute resolution process will apply unless the Parties otherwise agree in writing:
i. the Parties must initially attempt to resolve the dispute through collaborative negotiation;
ii. if the dispute is not resolved through collaborative negotiation within 15 days of the dispute arising, delays the Parties must then attempt to resolve the dispute through mediation under the rules of the Mediate BC Society;
iii. if the dispute is not resolved through mediation within 30 days of the commencement of mediation, the dispute must be referred to and finally resolved by arbitration under the British Columbia Arbitration Act;
iv. unless the Parties otherwise agree in writing, an arbitration or other matters mediation under this section will be held in Victoria, British Columbia; and
v. unless the Parties otherwise agree in writing or, in the case of an arbitration, the arbitrator otherwise orders, the Parties must share equally the costs of a similar nature arising out mediation or arbitration under this section other than those costs relating to the production of circumstances beyond its reasonable controlexpert evidence or representation by counsel.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld or delayed.
16.9. The parties agree that for the purpose of Section 1(2k) of the Contracts (Rights of Third Parties) Xxx 0000 no term of this Agreement shall be enforceable by a third party.
16.10. If any provision of this Agreement or its application to any person or circumstance is held found by a court of competent jurisdiction or, if applicable, an arbitrator, to be void invalid or unenforceable in whole or in partto any extent, the remainder of this Agreement and the application of that provision to any other person or circumstance will not be affected or impaired and will be enforceable to the extent permitted by law.
l) The provisions of the Approval Letter and sections 2, 5 d), 5 e), 7 d) and 8 of this Schedule B and any other provision(s) or section(s) of this Agreement (including this Schedule B) or the CWRG Program Requirements, which, by their terms or nature, are intended to survive the completion or termination of this Agreement or are necessary for the interpretation or enforcement of this Agreement, will continue in force in relation to the unaffected provisions and the remainder of the provision in question.
16.11. This Agreement, its validity and effect, will be interpreted under and governed by the laws of England and be indefinitely subject to the exclusive jurisdiction of the English courts. If Alamy is required to enforce its rights as a result of any breach of these termsapplicable limitation period prescribed by law, whether legal proceedings are commenced or not, you agree to indemnify Alamy in respect of all reasonable legal fees and costs incurred by Alamy in relation theretoeven after this Agreement ends.
Appears in 1 contract
Samples: Shared Cost Arrangement Agreement
Miscellaneous Terms. 16.1. The Licence License will terminate immediately if you: you (ia) enter into voluntary or compulsory liquidation, (b) have a receiver appointed, appointed or suffer (c) fail to perform any other insolvency or bankruptcy event, (ii) cease or threaten to cease to carry on trading (if applicable);or (iii) commit a material breach of this your obligations under the Agreement and, if such breach is remediable, it is not remedied within fourteen (14) 28 days of receipt of our giving you notice requiring remedyto comply. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Content Image(s)/Footage may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
16.2. The Licence License is conditional on you not being aware of or having received, prior to licensing any ContentImage(s)/Footage, any correspondence, representations, complaints or claims Claims from Alamy Limited, Alamy or third parties (collectively ‘'Claims’') alleging that the Content Image(s)/Footage in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content Image(s)/Footage is purported to be Licenced Licensed will render any Licence License granted void from the beginning. Any use of in-copyright Content Image(s)/Footage in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy Limited and/or Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will shall be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, addition and without prejudice to Alamy's other remedies under this Agreement, Alamy reserves the right to charge and you agree to pay a fee equal to up to five (5) times Alamy's standard Licence License fee for the unauthorised use of the ContentImage(s)/Footage.
16.3. No variation of any of these Terms will shall be effective unless in writing and signed by Alamy and you.
16.4. The failure or delay by either party to enforce at any time any one or more No action of the terms or conditions of this Agreement will not Alamy, other than an express written waiver, may be construed as a waiver of any clause of this Agreement. In the event that Alamy waives any specific part of this Agreement, such rights or fact does not mean that any other rights.
16.5part is waived. In the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by you, the Terms of this Agreement shall prevail.
16.4. Should any clause of this Agreement be found unenforceable, that will prevailnot affect any other clause and each will remain in full force and effect.
16.5. In the event Alamy retains an attorney or collection agency to collect any outstanding payment due by you, you agree to pay all collection costs, attorneys' fees and court costs relating thereto, in addition to any outstanding amounts due and applicable interest.
16.6. Each party acknowledges that, in entering into this Agreement, it has not relied on any representation made by the other party that has not been set out in this Agreement.
16.7. Neither party will be liable to the other under or in connection with this Agreement for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld or delayed.
16.9. The parties agree that for the purpose of Section 1(2) of the Contracts (Rights of Third Parties) Xxx 0000 no term validity of this Agreement and the interpretation and performance of all of its terms shall be enforceable by a third party.
16.10. If any provision of this Agreement is held to be void or unenforceable in whole or in part, this Agreement will continue in force in relation to the unaffected provisions and the remainder of the provision in question.
16.11. This Agreement, its validity and effect, will be interpreted under and governed by the laws of England the State of New York, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from or related to this agreement shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the JAMS’ Expedited Procedures in its Comprehensive Arbitration Rules and Procedures (“JAMS”) or of the International Centre for Dispute Resolution (“ICDR”) in effect on the date of the commencement of arbitration (the applicable rules to be subject at your discretion) to be held in New York. The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern this agreement. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Alamy shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of Alamy, such action is necessary or desirable to protect its intellectual property rights. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two years of the acts, events or occurrences giving rise to the exclusive jurisdiction claim.
16.7. You recognize that the Image(s)/Footage possess a special, unique and extraordinary character which makes difficult the assessment of monetary damages which Alamy or the Contributors might sustain by an unauthorized use. You agree that irreparable injury would be caused to Alamy or the Contributors by such unauthorized use, and that injunctive relief may be appropriate in the event of breach of this Agreement.
16.8. If after notice to you, you fail to take any action which you are obliged to take hereunder, Alamy and the Contributors shall have the right and option, but not the duty, to bring an action for specific performance to compel such action, and obtain all reasonable costs, expenses, attorney's fees and disbursements with respect thereto if such specific performance is awarded by a court of competent jurisdiction.
16.9. This Agreement shall be binding upon and inure to the benefit of the English courtsparties hereto and their respective legal representatives, successors, and assigns.
16.10. If Alamy is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify Alamy in respect of This Agreement supersedes all reasonable legal fees prior understandings both oral and costs incurred by Alamy in relation theretowritten between the Parties and constitutes the entire agreement between the Parties.
Appears in 1 contract
Samples: License Agreement
Miscellaneous Terms. 16.1Photosensitivity Warning — Certain people may react to certain images, backgrounds, features, or effects, including light patterns or flashing lights (regardless of whether they have a diagnosed condition or history) in our Services, Site, or other content. The Licence If you or anyone in your family has an epileptic condition, consult your physician prior to engaging with the Services. Entire Agreement — These Terms, including the Privacy Policy, constitute the entire and exclusive understanding and agreement between us and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between us and you regarding the Services. Severability — If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will terminate immediately if yoube enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect. No Assignment or Transfer by You — You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns. Notices — Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given: (i) enter into voluntary via email; or compulsory liquidation, have a receiver appointed, or suffer any other insolvency or bankruptcy event, (ii) cease or threaten by posting to cease to carry on trading (if applicable);or (iii) commit a material breach of this Agreement andthe Services. For notices made by e-mail, if such breach is remediable, it is not remedied within fourteen (14) days the date of receipt of notice requiring remedy. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
16.2. The Licence is conditional on you not being aware of or having received, prior to licensing any Content, any correspondence, representations, complaints or claims from Alamy or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims deemed the date on which we transmit the notice by a third party. In addition, and without prejudice to Alamy's other remedies under this Agreement, Alamy reserves the right to charge and you agree to pay a fee equal to up to five (5) times Alamy's standard Licence fee for the unauthorised use of the Content.
16.3email. No variation of Waiver — Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective unless only if in writing and signed by Alamy and you.
16.4our duly authorized representative. The failure or delay Except as expressly set forth in these Terms, the exercise by either party to enforce at any time any one or more of the terms or conditions of this Agreement will not be a waiver of such rights or any other rights.
16.5. In the event of any inconsistency between the of its remedies under these Terms and the terms contained in any purchase order or other communication sent by you, the Terms of this Agreement will prevail.
16.6. Each party acknowledges that, in entering into this Agreement, it has not relied on any representation made by the other party that has not been set out in this Agreement.
16.7. Neither party will be liable without prejudice to the its other remedies under these Terms or in connection with this Agreement for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable controlotherwise.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld or delayed.
16.9. The parties agree that for the purpose of Section 1(2) of the Contracts (Rights of Third Parties) Xxx 0000 no term of this Agreement shall be enforceable by a third party.
16.10. If any provision of this Agreement is held to be void or unenforceable in whole or in part, this Agreement will continue in force in relation to the unaffected provisions and the remainder of the provision in question.
16.11. This Agreement, its validity and effect, will be interpreted under and governed by the laws of England and be subject to the exclusive jurisdiction of the English courts. If Alamy is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify Alamy in respect of all reasonable legal fees and costs incurred by Alamy in relation thereto.
Appears in 1 contract
Samples: Terms of Service
Miscellaneous Terms. 16.1(A) Advertiser waives all provisions of state and federal so-called “Do Not Call”, “Do Not E-mail,” and “Do Not Fax” laws in respect to Publisher placing telephone calls, e-mails, and faxes to Advertiser, and Advertiser agrees to accept such phone calls, faxes, e-mails, and other communications from Publisher or Publisher’s agents related to Publisher’s services, including future services. Advertiser will provide contact telephone numbers, fax numbers, and e-mail addresses, if any, and will promptly advise Publisher of any changes. All telephone conversations and/or electronic communication between Advertiser and Publisher may be monitored and/or recorded, and Advertiser hereby expressly consents to such monitoring and recordation. Advertiser expressly agrees and acknowledges that Publisher is not obligated to visit Advertiser’s premises for any purpose.
(B) The Licence will terminate immediately if you: (i) enter into voluntary or compulsory liquidation, have a receiver appointed, or suffer any other insolvency or bankruptcy event, (ii) cease or threaten failure of either Party to cease to carry on trading (if applicable);or (iii) commit a material breach insist upon the strict observance and performance of the terms of this Agreement and, if such breach is remediable, it is not remedied within fourteen (14) days of receipt of notice requiring remedy. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
16.2. The Licence is conditional on you not being aware of or having received, prior to licensing any Content, any correspondence, representations, complaints or claims from Alamy or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, and without prejudice to Alamy's other remedies under this Agreement, Alamy reserves the right to charge and you agree to pay a fee equal to up to five (5) times Alamy's standard Licence fee for the unauthorised use of the Content.
16.3. No variation of any of these Terms will be effective unless in writing and signed by Alamy and you.
16.4. The failure or delay by either party to enforce at any time any one or more of the terms or conditions of this Agreement will shall not be deemed a waiver of such rights other obligations hereunder, nor shall it be considered a future or any other rightscontinuing waiver of the same terms.
16.5. In the event of (C) If any inconsistency between the Terms and the terms contained in any purchase order provision or other communication sent by you, the Terms of this Agreement will prevail.
16.6. Each party acknowledges that, in entering into this Agreement, it has not relied on any representation made by the other party that has not been set out in this Agreement.
16.7. Neither party will be liable to the other under or in connection with this Agreement for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld or delayed.
16.9. The parties agree that for the purpose of Section 1(2) of the Contracts (Rights of Third Parties) Xxx 0000 no term provisions of this Agreement shall be enforceable by a third held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
(D) The status of Publisher and Advertiser will be that of independent contractors, and neither of the parties nor their respective employees will be deemed employees or agents of the other party.
16.10. If any provision (E) Any attempt by Advertiser to resell, assign, transfer, or delegate Advertiser’s rights under this Agreement without Publisher’s prior written consent shall constitute a breach of this Agreement is held to and shall be void of no force or unenforceable effect.
(F) This Agreement may be executed in whole any number of counterparts, electronically or via facsimile, each of which shall be an original, with the same effect as if the original signatures were upon the instrument.
(G) The provisions contained in part, this Agreement that by their context are intended to survive termination or expiration will continue survive, including without limitation,
(H) Advertiser shall provide cooperation and assistance to Publisher in force in relation executing duties under this Agreement, including, without limitation, executing any documents reasonably required by Publisher to the unaffected provisions and the remainder of the provision in questionperform Publisher’s or Advertiser’s obligations under this Agreement.
16.11. (I) Except as otherwise set forth herein, the parties do not intend to create rights for any person as a third party beneficiary of this Agreement.
(J) This Agreement, its validity along with any properly executed and effectaccepted Orders and Addenda, will be interpreted under constitutes the entire agreement between Advertiser and governed by the laws of England and be subject Publisher with respect to the exclusive jurisdiction subject matter hereof, and supersedes all other communications, including but not limited to all prior agreements, between the parties with respect to such subject matter. These Terms & Conditions may not be amended, waived, or modified by Advertiser, except in a writing signed by both Parties; provided, however, that any such writing must be signed by a representative of Publisher holding the English courts. If Alamy is required to enforce its rights as a result title of General Sales Manager or any breach of these terms, whether legal proceedings are commenced successor or not, you agree to indemnify Alamy in respect of all reasonable legal fees and costs incurred by Alamy in relation theretosuperior position.
Appears in 1 contract
Miscellaneous Terms. 16.1(a) Upon entering into this Agreement the parties hereto shall work together expeditiously and in good faith to prepare three mutually agreeable documents containing specifications, requirements, forms and other details which the parties deem necessary to facilitate the efficient day-to-day operation of the Program and communications between the parties respecting the Program. These documents are the HCC Cash Functional Specifications, the HCC Cash-Citicorp Interface Specifications and the World Travel Payment/HCC Procedures, and the final agreed-upon versions of these documents, as revised from time to time pursuant to the provisions of this Paragraph 15(a), are referred to in this Agreement collectively as the "Procedures". The Licence parties will terminate immediately if you: be bound by the provisions set forth in the Procedures. However, upon ninety (90) days prior written notice thereof to Client, Citibank may amend or modify the Procedures as it may deem in good faith to be reasonably necessary (i) enter into voluntary in order to improve or compulsory liquidation, have a receiver appointed, enhance the services provided under the Program or suffer any other insolvency or bankruptcy event, (ii) cease to comply with all applicable local banking practices or threaten the laws, rules and regulations of any banking industry association, convention, clearing house or of any jurisdiction of governmental authority. Any amendment or modification under (i) above shall be subject to cease to carry on trading (Client's consent, which consent shall not unreasonably be withheld, provided, however, that Client shall have first made a determination, reasonably and in good faith, that such change will result in an increase in Client's costs for, or reduction in Client's benefits derived from, availing itself of the Program. Notwithstanding the foregoing, if applicable);or (iii) commit a material breach the terms and conditions of this Agreement andare inconsistent with those of the Procedures, if such breach is remediable, it is not remedied within fourteen (14) days those of receipt of notice requiring remedy. In this Agreement will control and the event of termination, all rights granted Procedures will immediately revert be deemed modified to us and any further exploitation of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rightsbe consistent with this Agreement.
16.2. The Licence is conditional on you not being aware (b) Each party represents and warrants that (i) its exercise or performance of or having received, prior to licensing any Content, any correspondence, representations, complaints or claims from Alamy or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property its rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised obligations under or by this Agreement may constitute copyright infringement, entitling Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, and without prejudice to Alamy's other remedies under this Agreement, Alamy reserves the right to charge and you agree to pay a fee equal to up to five (5) times Alamy's standard Licence fee for the unauthorised use of the Content.
16.3. No variation of any of these Terms will be effective unless in writing and signed by Alamy and you.
16.4. The failure or delay by either party to enforce at any time any one or more of the terms or conditions virtue of this Agreement will not violate any applicable law or regulation or any agreement to which it may now or hereafter be a waiver bound, and (ii) this Agreement represents valid obligations of such rights or any other rights.
16.5party and is fully enforceable against it according to its terms. In Client acknowledges that it will use the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by you, the Terms of this Agreement will prevail.
16.6. Each party acknowledges that, in entering into this Agreement, it has not relied on any representation made by the other party that has not been set out in this Agreement.
16.7. Neither party will be liable to the other under or Program only in connection with this the payment of bona fide travel agency commissions.
(c) This Agreement for and the Procedures embody the entire and only understanding of the parties with respect to the subject matter hereof, and any failuresand all other proposals, interruptions, delays agreements or other matters of a similar nature arising out of circumstances beyond its reasonable control.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under writings are superseded by this Agreement without the prior written consent of the other party, not to be unreasonably withheld or delayed.
16.9. The parties agree that for the purpose of Section 1(2) of the Contracts (Rights of Third Parties) Xxx 0000 no term of this Agreement shall be enforceable by a third party.
16.10Agreement. If any provision of this Agreement is held or the Procedures are declared to be void invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement and the Procedures will remain in full force and effect despite such declaration. This Agreement may not be amended except by a written amendment signed by the parties hereto. The section headings are for convenience and are not part of this Agreement.
(d) The failure or delay of either party to insist upon the performance of any term, covenant or condition of this Agreement or to exercise any right, remedy or privilege therein conferred, will not impair or be construed as waiving any of such terms, covenants, conditions, rights, remedies or privileges.
(e) Each party shall hold all non-public information it obtains in connection with the Program from the other party to this Agreement regarding such other party, whether obtained now or later, strictly confidential and shall not disclose such information to any third party without the other party's prior written consent, except as follows:
(i) Disclosures required by court order, court procedure, law or regulation, or any governmental department or agency.
(ii) Disclosures to Citibank's parent, or any of its affiliates, subsidiaries, correspondents, auditors, consultants, accountants or attorneys, provided such party agrees to hold such disclosed information on a strictly confidential basis and provided such disclosure is necessary in order for Citibank to comply with its obligations under this Agreement; or
(iii) Disclosures to a third party with respect to any individual Bank Check or Electronic Transfer, provided such third party already knows the serial number or other identifying number of such Bank Check or Electronic Transfer and such disclosure is necessary for Citibank to comply with its obligations under this Agreement. The sending of a Commission Statement in accordance with this Agreement shall not be deemed a violation of the provisions of this Paragraph 15(e).
(f) Any and all information provided by Client to Citibank relating to a Reservation Transaction (as hereinafter defined), derived therefrom, or any information in any manner used, created or arising out of a Reservation Transaction, including but not limited to, the name, address (all or part thereof), telephone number or other identifying code, of any travel agent, hotel or hotel reservation service, the name, address (all or part thereof), telephone number or other identifying code identifying or relating to any customer, person or entity for whom or by whom a reservation is made, room rates, commissions, destinations, length of stay, dates of stay, departure or arrival points and intermediate stops, volumes of reservations by hotel, travel agent, in the aggregate or otherwise, is and shall be the sole and exclusive property of Client and shall not be disclosed to any third party or used by Citibank, its employees, agents or representatives, or any of its affiliates, subsidiaries or parent without the express written consent of Client, except as required in connection with the performance of this Agreement, or as required by court order, court procedure, law or regulation or any governmental department or agency. A "Reservation Transaction" is an individual reservation at a hotel property. However, in no event shall any of the following be deemed to be information relating to a Reservation Transaction, derived therefrom, or any information in any manner used, created or arising out of a Reservation Transaction:
(i) Information which becomes publicly available through no fault of Citibank, or information derived or developed therefrom, or
(ii) Information Citibank lawfully obtains from any third party, or information derived or developed therefrom, or
(iii) Information already in the possession of Citibank, its parent or any of its subsidiaries or affiliates, or any information derived or developed therefrom, or
(iv) Any and all client lists, potential client lists and accounts not derived in whole or in partpart from or specifically included in any Reservation Transactions or not covered by sub-paragraphs (i), (ii) or (iii) above, computer programs, software modules, programming capabilities, algorithms, processes, trade secrets, promotional techniques, books and records, financial and operating information, patents, trade marks, service marks, copyrights, inventions, improvements, ideas, discoveries, works of authorship, business practices and techniques and any other information, instruments and documents of any kind or nature whatsoever which is not derived in whole or in part from or specifically included in any Reservation Transaction or not covered by sub-paragraphs (i), (ii) or (iii) above, and which Citibank or its affiliates have developed or may Notwithstanding anything in this Agreement will continue in force in relation to the unaffected provisions contrary, Citibank shall not be prevented from using the number of transactions or the amount of Transaction Fees for the purposes of analyzing or reporting the total volume of transactions, payments or their monetary value processed by Citibank under its commission settlement programs and services.
(g) All notices which this Agreement specifically requires to be given in writing, but excluding those notices specifically required under the remainder Procedures, shall be sent to the parties at the following addresses: If to Client: The Hotel Clearing Corporation ---------------------------------- 3811 Xxxxxx Xxxxx Xxxx Xxxxx 0000 ---------------------------------- Xxxxxx, XX 00000 ---------------------------------- Attention: John X. Xxxxx ----------------------- If to Citibank: Citibank, N.A. (New York) c/o Citicorp Global Cash Management Services 8430 Xxxx Xxxx Xxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: World Travel Payment Product Director Either party may elect to change their address listed above by sending written notice of the provision in questionnew address to the other party. All notices sent pursuant to this paragraph shall be effective upon receipt by their addressee except that notices sent via courier shall be deemed received and effective the first business day following dispatch and notices sent via registered mail shall be deemed received and effective on the third business day following dispatch.
16.11(h) Commencing upon live usage of the Program by Client. This Client shall instruct Citibank to have Commission Payments sent (excluding those Commission Payments which are subsequently canceled or stopped pursuant to this Agreement) for which Citibank shall have been properly paid, its validity and effect, will be interpreted under and governed by the laws of England and be subject which relate to the exclusive jurisdiction payment of travel agency commissions for a period of three (3) years. The period of time from the commencement of live usage of the English courtsProgram until Client's satisfaction of the foregoing obligation shall be referred to in this Agreement as the "Commitment Period". If Alamy is required During the Commitment Period, Client shall not use any third party to enforce send Commission Payments to any travel agency located outside of the United States or its rights as a result territories. The Commitment Period shall automatically renew for additional one (1) year periods. unless either parry advises the other of its intent not to renew at least ninety (90) days prior to the expiration of the initial Commitment Period or any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify Alamy in respect of all reasonable legal fees and costs incurred by Alamy in relation theretosubsequent Commitment Period.
Appears in 1 contract
Samples: Travel Agency Commission Settlement Program Client Service Agreement (Pegasus Systems Inc)
Miscellaneous Terms. 16.1. The Licence will terminate immediately if you: (i) enter into voluntary or compulsory liquidation, have a receiver appointed, or suffer any other insolvency or bankruptcy event, (ii) cease or threaten to cease to carry on trading (if applicable);or (iii) commit a material breach a. It is the intention of the parties that the laws of the Commonwealth of Virginia govern the validity of this Agreement andAssignment, the construction of its terms, and the interpretation of the rights and duties of the parties.
b. The invalidity or unenforceability of any particular provision of the Assignment shall not effect the other provisions hereof and the Assignment shall be construed in all respects as if such breach is remediable, it is not remedied within fourteen (14) days of receipt of notice requiring remedy. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rightsinvalid or unenforceable provision was omitted.
16.2. The Licence is conditional on you not being aware of or having received, prior to licensing any Content, any correspondence, representations, complaints or claims from Alamy or third parties (collectively ‘Claims’) alleging that c. Any notices shall be made in accordance with the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, and without prejudice to Alamy's other remedies under this Agreement, Alamy reserves the right to charge and you agree to pay a fee equal to up to five (5) times Alamy's standard Licence fee for the unauthorised use provisions of the ContentJoint Ownership Agreement.
16.3. No variation of any of these Terms will be effective unless in writing and signed by Alamy and you.
16.4. The failure or delay by either party to enforce at any time any one or more of the terms or conditions of this Agreement will not be a waiver of such rights or any other rights.
16.5. d. In the event of any inconsistency litigation regarding this Assignment, the prevailing party shall be entitled to reasonable attorneys’ fees and costs.
e. This Assignment constitutes the entire understanding and agreement between the Terms parties with respect to the subject matter hereof. Except as expressly set forth herein, there are no other representations, understandings or agreements between the parties with respect to the subject matter hereof. This Assignment shall be binding upon the parties hereto and their respective successors and assigns.
f. Dominion shall record this Assignment (and documentation of any revised exhibits and/or assignment of any New Rights-of-Way conveyed after the Effective Date) in the land records of the cities and counties where the Existing Rights-of-Way, REC Rights-of-Way and New Rights-of-Way are located. Issued by: Xxxx X. Xxxxxxxx Effective: January 31, 2010 Vice President Transmission Issued on: January 29, 2010 PJM Interconnection, L.L.C. Original Sheet No. 49 FERC Electric Tariff Sixth Revised Volume No. 1 Original Service Agreement No. 2405
g. Dominion acknowledges and agrees that the Existing Rights-of-Way, REC Rights-of-Way and New Rights-of-Way are all perpetual in nature and run with the land. Accordingly, this Assignment and the terms contained rights and interests granted herein shall be perpetual in any purchase order or other communication sent by you, nature and shall run with the Terms of this Agreement will prevailland.
16.6. Each party acknowledges thath. Any sale, in entering into transfer, encumbrance or partition by a Party of any Rights-of-Way other than as contemplated by this Agreement, it has not relied on any representation made by the other party that has not been set out in this Agreement.
16.7. Neither party will be liable to the other under or in connection with this Agreement for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld or delayed.
16.9. The parties agree that for the purpose of Section 1(2) of the Contracts (Rights of Third Parties) Xxx 0000 no term of this Agreement Assignment shall be enforceable by a third party.
16.10. If any provision of this Agreement is held to be void or unenforceable in whole or in part, this Agreement will continue in force in relation to the unaffected provisions and the remainder of the provision in question.
16.11. This Agreement, its validity and effect, will be interpreted under and governed by the laws of England and be subject to the exclusive jurisdiction of the English courtsJoint Ownership Agreement. If Alamy is required to enforce its rights as a result of any breach of these termsIssued by: Xxxx X. Xxxxxxxx Effective: January 31, whether legal proceedings are commenced or not2010 Vice President Transmission Issued on: January 29, you agree to indemnify Alamy in respect of all reasonable legal fees and costs incurred by Alamy in relation thereto.2010 PJM Interconnection, L.L.C. Original Sheet No. 50 FERC Electric Tariff Sixth Revised Volume No. 1 Original Service Agreement No. 2405
Appears in 1 contract
Miscellaneous Terms. 16.11. The Licence License will terminate immediately if you: you (ia) enter into voluntary or compulsory liquidation, (b) have a receiver appointed, appointed or suffer (c) fail to perform any other insolvency or bankruptcy event, (ii) cease or threaten to cease to carry on trading (if applicable);or (iii) commit a material breach of this your obligations under the Agreement and, if such breach is remediable, it is not remedied within fourteen (14) 28 days of receipt of our giving you notice requiring remedyto comply. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Content may in some instances Image shall constitute an infringement of copyright and/or other Intellectual Property rightscopyright.
16.2. The Licence is conditional on you not being aware of or having received, prior to licensing any Content, any correspondence, representations, complaints or claims from Alamy or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, and without prejudice to Alamy's other remedies under this Agreement, Alamy reserves the right to charge and you agree to pay a fee equal to up to five (5) times Alamy's standard Licence fee for the unauthorised use of the Content.
16.32. No variation of any of these Terms will shall be effective unless in writing and signed by Alamy and you.
16.4. The failure or delay by either party to enforce at any time any one or more No action of the terms or conditions of this Agreement will not Alamy, other than an express written waiver, may be construed as a waiver of any clause of this Agreement. In the event that Alamy waives any specific part of this Agreement, such rights or fact does not mean that any other rights.
16.5part is waived. In the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by you, the Terms of this Agreement will prevail.
16.6. Each party acknowledges that, in entering into this Agreement, it has not relied on any representation made by the other party that has not been set out in this Agreement.
16.7. Neither party will be liable to the other under or in connection with this Agreement for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld or delayed.
16.9. The parties agree that for the purpose of Section 1(2) of the Contracts (Rights of Third Parties) Xxx 0000 no term terms of this Agreement shall be enforceable by a third partyprevail.
16.103. If Should any provision clause of this Agreement is held be found unenforceable, that will not affect any other clause and each will remain in full force and effect.
4. In the event Alamy retains an attorney or collection agency to be void or unenforceable collect any outstanding payment due by you, you agree to pay all collection costs, attorneys’ fees and court costs relating thereto, in whole or in part, addition to any outstanding amounts due and applicable interest.
5. The validity of this Agreement will continue in force in relation to the unaffected provisions and the remainder interpretation and performance of the provision in question.
16.11. This Agreement, all of its validity and effect, will terms shall be interpreted under and governed by the laws of England and be subject the State of New York. You hereby irrevocably agree to submit to the exclusive personal jurisdiction and venue of any state or federal court located in the City of New York, State of New York, and expressly waive any claim or defense that such forum is not convenient or proper for purposes of any action arising under this Agreement. The parties hereto waive any right they may have to a jury trail.
6. You recognize that the Image(s) possess a special, unique and extraordinary character which makes difficult the assessment of monetary damages which Alamy or its Contributors might sustain by an unauthorized use. You agree that irreparable injury would be caused to Alamy or its Contributors by such unauthorized use, and that injunctive relief would be appropriate in the event of breach of this Agreement.
7. If after notice to you, you fail to take any action which you are obliged to take hereunder, Alamy and its Contributors shall have the right and option, but not the duty, to bring an action for specific performance to compel such action, and obtain all reasonable costs, expenses, attorney’s fees and disbursements with respect thereto if such specific performance is awarded by a court of competent jurisdiction.
8. This Agreement shall be binding upon and inure to the benefit of the English courtsparties hereto and their respective legal representatives, successors, and assigns.
9. If Alamy is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify Alamy in respect of This Agreement supersedes all reasonable legal fees prior understandings both oral and costs incurred by Alamy in relation theretowritten between the Parties and constitutes the entire agreement between the Parties.
Appears in 1 contract
Samples: End User License Agreement (Eula)
Miscellaneous Terms. 16.1. The Licence will terminate immediately if you: (i) enter into voluntary or compulsory liquidation, have a receiver appointed, appointed or suffer any other insolvency or bankruptcy event, (ii) cease or threaten to cease to carry on trading (if applicable);or (iii) commit a material breach of this Agreement and, if such breach is remediable, it is not remedied within fourteen (14) days of receipt of notice requiring remedy. In the event of termination, all rights granted will immediately revert to us and any further exploitation of any Content may in some instances constitute an infringement of copyright and/or other Intellectual Property rights.
16.2. The Licence is conditional on you not being aware of or having received, prior to licensing any Content, any correspondence, representations, complaints or claims from Alamy Limited, Alamy or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy Limited and/or Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, and without prejudice to Alamy's other remedies under this Agreement, Alamy reserves the right to charge and you agree to pay a fee equal to up to five (5) times Alamy's standard Licence fee for the unauthorised use of the Content.
16.3. No variation of any of these Terms will be effective unless in writing and signed by Alamy and you.
16.4. The failure or delay by either party to enforce at any time any one or more No action of the terms or conditions of this Agreement will not Alamy, other than an express written waiver, may be construed as a waiver of any Clause of this Agreement. In the event that Alamy waives any specific part of this Agreement, such rights or fact does not mean that any other rightspart is waived.
16.5. In the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by you, the Terms of this Agreement will prevail.
16.6. Each party acknowledges thatIf any provision of this Agreement is held to be void or unenforceable in whole or in part, this Agreement will continue in entering into this Agreement, it has not relied on any representation made by force in relation to the other party that has not been set out unaffected provisions and the remainder of the provision in this Agreementquestion.
16.7. Neither party will be liable to the other under or in connection with this Agreement for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld or delayed.
16.9. The parties In the event Alamy retains an attorney or collection agency to collect any outstanding payment due by you, you agree that for the purpose of Section 1(2) of the Contracts (Rights of Third Parties) Xxx 0000 no term of this Agreement shall be enforceable by a third partyto pay all collection costs, attorneys' fees and court costs relating thereto, in addition to any outstanding amounts due and applicable interest.
16.10. If any provision of this Agreement is held to be void or unenforceable in whole or in part, this Agreement will continue in force in relation to the unaffected provisions and the remainder of the provision in question.
16.11. This Agreement, its validity and effect, will be interpreted under and governed by the laws of England India and be subject to the exclusive jurisdiction of the English Indian courts. If Alamy is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify Alamy in respect of all reasonable legal fees and costs incurred by Alamy in relation thereto. The terms of Clause 5.3 will not preclude any liability or claim for death or bodily injury or any claim arising from willful default or gross negligence on the part of Alamy or any of its employees, agents or otherwise. Each provision of Clause 5.3 is to be construed as a separate limitation (applying and surviving even if for any reason one or other of such provisions is held to be inapplicable, unreasonable or unenforceable in any circumstances) and will remain in force notwithstanding the termination of this Agreement.
16.11. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors, and assigns.
16.12. This Agreement supersedes all prior understandings both oral and written between the Parties and constitutes the entire agreement between the Parties.
Appears in 1 contract
Samples: Alamy Licence Agreement
Miscellaneous Terms. 16.1. The Licence will terminate immediately if you: (i) enter into voluntary or compulsory liquidation, You and we hereby agree to the terms of the Business Associate Agreement attached hereto as Exhibit A and incorporated herein by reference unless you and we have negotiated a receiver appointed, or suffer any other insolvency or bankruptcy event, (ii) cease or threaten to cease to carry on trading (if applicable);or (iii) commit a material breach of this separate Business Associate Agreement and, if such breach is remediable, it is not remedied within fourteen (14) days of receipt of notice requiring remedysigned by you and us. In the event case of terminationthe latter, all rights granted will immediately revert the separate Business Associate Agreement executed by you and us shall supersede the terms of the Business Associate Agreement attached hereto and shall control with respect to us the use and disclosure of Protected Health Information we receive from you, or create, maintain, transmit, or receive on behalf of you. Except as otherwise provided in Section 14, if any further exploitation provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any Content remaining provisions. We may in some instances constitute an infringement assign our rights and obligations under this Agreement. This Agreement will inure to the benefit of copyright and/or other Intellectual Property rights.
16.2our successors, assigns and licensees. The Licence is conditional on you not being aware failure of either party to insist upon or having receivedenforce the strict performance of the other party with respect to any provision of this Agreement, prior to licensing any Content, any correspondence, representations, complaints or claims from Alamy or third parties (collectively ‘Claims’) alleging that the Content in question is in breach of copyright or other third party Intellectual Property rights or is in some other way unauthorised. Any such Claims existing at the time the Content is purported to be Licenced will render any Licence granted void from the beginning. Any use of in-copyright Content in a manner not expressly authorised by this Agreement may constitute copyright infringement, entitling Alamy to exercise all rights and remedies available to it under copyright laws around the world. You will be responsible for any damages resulting from any such copyright infringement, including any Claims by a third party. In addition, and without prejudice to Alamy's other remedies right under this Agreement, Alamy reserves the will not be construed as a waiver or relinquishment to any extent of such party's right to charge and you agree to pay a fee equal to up to five (5) times Alamy's standard Licence fee for assert or rely upon any such provision or right in that or any other instance; rather, the unauthorised use of the Content.
16.3. No variation of any of these Terms same will be effective unless and remain in writing full force and signed by Alamy effect. Except as otherwise provided in the first paragraph of this Section 18, this Agreement constitutes the entire agreement between you and you.
16.4. The failure or delay by either party us with respect to enforce at any time any one or more of the terms or conditions subject matter of this Agreement will not be a waiver of such rights or and supersedes and replaces any other rights.
16.5. In prior or contemporaneous agreements, or terms and conditions applicable to the event of any inconsistency between the Terms and the terms contained in any purchase order or other communication sent by you, the Terms subject matter of this Agreement. This Agreement will prevail.
16.6creates no third-party beneficiary rights. Each party acknowledges that, in entering into this Agreement, it has not relied on any representation made by the other party that has not been set out As used in this Agreement.
16.7. Neither party will be liable agreement, “we,” “our,” and “us” refer to National Electronic Attachment, Inc., its subsidiaries and affiliated entities and its and their respective successors and assigns, and “you” and “your” refer to the other under individual or in connection with entity subscribing for the Services. This Business Associate Agreement (this Agreement for any failures, interruptions, delays or other matters of a similar nature arising out of circumstances beyond its reasonable control.
16.8. Subject to Clause 3.1.13, neither party will assign, sub-contract, sub-license or otherwise transfer its rights or obligations under this Agreement without the prior written consent “Agreement”) is effective as of the other party, not latter of (a) first date you subscribe to be unreasonably withheld the Services or delayed.
16.9. The parties agree that (b) the date your terms and conditions for the purpose of Section 1(2) of Services were last amended or revised (the Contracts (Rights of Third Parties) Xxx 0000 no term of this Agreement shall be enforceable by a third party“Effective Date”).
16.10. If any provision of this Agreement is held to be void or unenforceable in whole or in part, this Agreement will continue in force in relation to the unaffected provisions and the remainder of the provision in question.
16.11. This Agreement, its validity and effect, will be interpreted under and governed by the laws of England and be subject to the exclusive jurisdiction of the English courts. If Alamy is required to enforce its rights as a result of any breach of these terms, whether legal proceedings are commenced or not, you agree to indemnify Alamy in respect of all reasonable legal fees and costs incurred by Alamy in relation thereto.
Appears in 1 contract
Samples: Terms and Conditions
