Source Code Escrow On the date hereof, Company shall deliver to an independent third party escrow agent, selected and designated by AMEX and approved by Company (such approval not to be unreasonably withheld) ("Escrow Agent"), for deposit in accordance with an escrow agreement among the Escrow Agent and the parties hereto and substantially in the form attached as Exhibit E ("Escrow Agreement"), a current and complete copy of the source code (the "Source Code") for the Domain Name and any other materials required to operate the Source Code (the "Escrow Materials"). Within [ ** ] of the installation of any new update to the Service (or any other substantial modification to the Source Code, the Domain Name or the Service) or within [ ** ] of the last deposit hereunder, whichever is sooner, Company shall deliver to the Escrow Agent, for deposit in accordance with such Escrow Agreement, any and all changes to the Escrow Materials which correspond to changes, if any, made to the corresponding Escrow Material or shall notify Escrow Agent that no changes were made during the preceding period. All materials deposited hereunder shall be considered "Escrow Materials" as the term is used herein. In the event of (i) the Company's insolvency (as defined in Section 16(e)) or (ii) the Company's material breach of the terms of this Agreement specifically because of its gross negligence or willful misconduct and such breach is not fully remedied within thirty (30) days of AMEX's notice to Company, then notwithstanding any other rights and remedies to which AMEX may be entitled, AMEX shall immediately have the right to obtain a copy of the Escrow Materials from the Escrow Agent upon written notice as provided in the Escrow Agreement for use in continued provision of the Service. AMEX shall have the right, at any time upon at least ten (10) days' written notice to Company and Escrow Agent, to select and designate a new escrow agent to replace the Escrow Agent hereunder. Upon such notice, Escrow Agent shall completely, safely and securely transfer the Escrow Materials to the new escrow agent (which will then become the "Escrow Agent" hereunder) and confirm such transfer in writing to AMEX and Company. ** INDICATES CONFIDENTIAL TREATMENT REQUESTED.
SOURCE CODE ESCROW FOR LICENSED PRODUCT If Source Code or Source Code escrow is offered by either Contractor or Product manufacturer or developer to any other commercial customers, Contractor shall either: (i) provide Licensee with the Source Code for the Product; or (ii) place the Source Code in a third party escrow arrangement with a designated escrow agent who shall be named and identified to the State, and who shall be directed to release the deposited Source Code in accordance with a standard escrow agreement acceptable to the State; or (iii) will certify to the State that the Product manufacturer/developer has named the State, acting by and through the Authorized User, and the Licensee, as a named beneficiary of an established escrow arrangement with its designated escrow agent who shall be named and identified to the State and Licensee, and who shall be directed to release the deposited Source Code in accordance with the terms of escrow. Source Code, as well as any corrections or enhancements to such source code, shall be updated for each new release of the Product in the same manner as provided above and such updating of escrow shall be certified to the State in writing. Contractor shall identify the escrow agent upon commencement of the Contract term and shall certify annually that the escrow remains in effect in compliance with the terms of this clause. The State may release the Source Code to Licensees under this Contract who have licensed Product or obtained services, who may use such copy of the Source Code to maintain the Product.
User Content 13.1 The Site permits the submission and posting of questions and answers in connection with Evaluation Processes and may also permit the submission and posting of other text and/or other content submitted by you and other users (all of the foregoing, collectively, “User Submissions”), and the hosting, sharing, and/or publishing of such User Submissions. You understand that whether or not such User Submissions are published, the Company does not guarantee any confidentiality with respect to any User Submissions. You acknowledge that you shall not be due any remuneration in connection with your User Submissions from the Company or from any other User. 13.2 You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with your User Submissions, you affirm, represent, and/or warrant that: (i) your submission of User Submissions and the publication and use thereof by the Company does not violate the copyrights, trade secrets rights or other intellectual property rights of any third party, nor shall it constitute or result in a breach of any duty or obligation of confidentiality owed by you to any third party, and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Company and this Agreement. 13.3 By submitting User Submissions to the Site, you hereby grant to the Company a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable right and license to use, reproduce, modify, distribute and exploit such User Submission in any manner and in any form of media, whether currently or hereafter existing. You represent and warrant that you have all necessary right, title and interest in and to each such User Submission to validly grant such license to the Company. 13.4 In connection with User Submissions and any other transmission of messages or material facilitated by the Site, you further agree that you will not: (i) submit or transmit material that is not authorized by the copyright owner, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and grant the rights granted to the Company in Section 13.3 above; (ii) publish or transmit falsehoods or misrepresentations that could damage the Company or any third party; (iii) submit or transmit material that is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or is otherwise inappropriate; (iv) post or transmit advertisements or solicitations of business; or (v) impersonate another person. If notified by a user or a content owner of a User Submission that allegedly does not conform to this Agreement, the Company may investigate the allegation and determine in good faith and in its sole discretion whether to remove the User Submission, which it reserves the right to do at any time. Additionally, the Company may, at any time, remove any User Submission that in the sole judgment of the Company violates this Agreement. 13.5 User Submissions may be provided by (without limitation) Users who are members of a Start-Up management team, contacts referred by Start-Ups (including without limitation customers, scientific advisors, background references, suppliers and distributors), external experts referred by the Company. The insights, recommendations, views and other content reflected in a User Submission should be taken as opinion rather than statements of facts. Investors should conduct their own diligence before making an investment. Nothing contained in a User Submission constitutes tax, legal, insurance or investment advice, or the recommendation of or an offer to sell, or the solicitation of an offer to buy or invest in, any investment product, vehicle, service or instrument. Such an offer or solicitation may only be made by delivery to a prospective investor of formal offering materials, including subscription or account documents or form, which should be reviewed carefully by any such investor before making the decision to invest in any particular company issuer listed, reviewed or discussed on the Propel(x) platform. To the maximum extent permitted under applicable law, you hereby release Propel(x) (and our officers, directors, agents, investors, subsidiaries, and employees) and each other User from any and all claims, demands, liabilities, losses or damages (whether direct, indirect, consequential, incidental or otherwise) of every kind and nature, known and unknown, suspected or unsuspected, arising out of or in any way related to User Submissions (including your reliance thereon). You acknowledge that, in connection with the foregoing release, you hereby irrevocably waive all rights granted to you under Section 1542 of the California Civil Code or any analogous applicable state or federal law or regulation. Said Section 1542 of the Civil Code of the State of California reads as follows:
Source Code 5.1 Nothing in this XXXX shall give to the User or any other person any right to access or use the Source Code or constitute any licence of the Source Code.
Programming Phase Schematic Design Phase: 2.2.1.3. Design Development Phase:
Antivirus software All workstations, laptops and other systems that process and/or store PHI COUNTY discloses to CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of COUNTY must have installed and actively use comprehensive anti-virus software solution with automatic updates scheduled at least daily.
Domain Name Data 1.5.1 Query format: whois EXAMPLE.TLD 1.5.2 Response format:
Licensed Software Computer program(s) provided by Contractor in connection with the Deliverables, subject to Section 14 of this Contract.
Open Source Code “Open Source Code” shall mean any software code that is distributed as “free software” or “open source software” or is otherwise distributed publicly in source code form under terms that permit modification and redistribution of such software. Open Source Code includes software code that is licensed under the GNU General Public License, GNU Lesser General Public License, Mozilla License, Common Public License, Apache License, BSD License, Artistic License, or Sun Community Source License.
Incorporation of Software Code I agree that I will not incorporate into any Company software or otherwise deliver to Company any software code licensed under the GNU General Public License or Lesser General Public License or any other license that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by Company except in strict compliance with Company’s policies regarding the use of such software.
