Partner Obligations. (a) Each Regular Limited Partner, Founding/Working Partner and REU Partner agrees that, in addition to any other obligations that he, she or it may have under this Agreement, he, she or it shall have a duty of loyalty to the Partnership and further agrees during the Restricted Period, not to, either directly or indirectly (including by or through an Affiliate) (collectively, clauses (i) through (vi), the “Partner Obligations”):
(i) breach such Limited Partner’s duty of loyalty to the Partnership;
(ii) engage in any activity of the nature set forth in clause (A) of the definition of Competitive Activity;
(iii) engage in any activity of the nature set forth in clauses (B) through (E) of the definition of Competitive Activity or take any action that results directly or indirectly in revenues or other benefit for such Limited Partner or any third party that is or could be considered to be engaged in any activity of the nature set forth in clauses (B) through (E) of the definition of Competitive Activity, except as otherwise agreed to in writing by the General Partner, in its sole and absolute discretion;
(iv) make or participate in the making of (including through the applicable Partner’s or any of his, her or its Affiliates’ respective Representatives) any comments to the media (print, broadcast, electronic or otherwise) that are disparaging regarding (A) BGC Partners, any of the Affiliated Entities or any of their Affiliates, or (B) the senior executive officers of BGC Partners, any Affiliated Entity, or any of their Affiliates, or are otherwise contrary to the interests of BGC Partners, any Affiliated Entity or any of their Affiliates, as determined by the General Partner in its sole and absolute discretion;
(v) except as otherwise permitted in Section 13.15, take advantage of, or provide another person with the opportunity to take advantage of, a “corporate opportunity” (as such term would apply to the Partnership if it were a corporation) including opportunities related to intellectual property, which for this purpose shall require granting BGC Partners a right of first refusal for BGC Partners to acquire any assets, stock or other ownership interest in a business being sold by any Partner or Affiliate of such Partner, if an investment in such business would constitute a “corporate opportunity” (as such term would apply to the Partnership if it were a corporation) that has not been presented to and rejected by BGC Partners, or that BGC Partners rejects bu...
Partner Obligations. Timely provide Revenue with all information requested to implement Partner’s participation in the BLS program. • Follow all requirements identified by Revenue as necessary for participation in the BLS program, including using : o The Business License Application and other forms and processes established by Revenue; o The “Business License” document for proof of licensure under Partner’s licensing or regulatory program. o The Unified Business Identifier (UBI) number to identify licensees and license accounts in all communications with Revenue. • Obtain and maintain at its own cost, all necessary equipment and online services required at Partner’s business location(s) to support Partner’s access into and use of the BLS Database. End-to-end testing will take place until such time as Revenue is satisfied. • Ensure Partner Licensing and Information Technology staff are available to respond promptly to Revenue. Partner staff will be knowledgeable of Partner operations and/or technology and be able to assist Revenue staff with process improvements and/or troubleshooting. • Provide timely advance notice to Revenue of potential changes to Partner business licensing requirements, fees or processes. • Upon request by Revenue, provide statistical data associated with the BLS Partner Partnership Agreement such as Full Time Equivalent (FTE) savings, change in number of Partner licensees, and change in revenue flow.
Partner Obligations. 4.1 The Partner shall:
4.1.1 co-operate with Pivigo in all matters relating to the Services;
4.1.2 provide, in a timely manner, such information as Pivigo may reasonably require, and ensure that it is accurate in all material respects;
4.1.3 provide all materials, including data, documentation and software reasonably required in connection with the provision of the Services;
4.1.4 comply with any additional responsibilities of the Partner as set out in the applicable Statement of Work.
4.2 If Pivigo’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Partner, its agents, subcontractors, consultants or employees, Pivigo shall:
4.2.1 not be liable for any costs, charges or losses sustained or incurred by the Partner that arise directly or indirectly from such prevention or delay;
4.2.2 be entitled to payment of the Charges despite any such prevention or delay; and
4.2.3 be entitled to recover any additional costs, charges or losses Pivigo sustains or incurs that arise directly or indirectly from such prevention or delay.
4.3 The Partner shall be solely responsible for:
4.3.1 any Partner Content, including the legality, reliability, integrity, accuracy and quality of the Partner Content and that it has the necessary permissions to use the Partner Content; and
4.3.2 maintaining its own back-ups of any Partner Content (and, where relevant, shall not use the Pivigo Cloud as its sole repository for the Partner Content).
4.4 The Partner shall not:
4.4.1 use the AI Solution(s) or Outputs or, where applicable, access the Pivigo Cloud in any way that does not comply with the provisions of applicable law;
4.4.2 store, distribute or transmit any virus, or any material (including any Partner Content) that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities.
4.5 The Partner shall use all reasonable endeavours to prevent any unauthorised use of the AI Solution(s) and, in the event of it becoming aware of any such unauthorised use, shall promptly notify Pivigo.
4.6 In the event of any loss or damage to Partner Content cause by Pivigo, the Partner's sole and exclusive remedy shall be for Pivigo to use reasonable endeavours to restore the ...
Partner Obligations. You shall at all times act in good faith and shall not engage in any fraudulent activities. You may only market and promote the Cloud Service and associated Professional Services in a manner which reflects positively upon the business and reputation of Medius and that is not in any way deemed contrary to applicable laws on unfair marketing, bribes or that is in any other way deemed illegal or inappropriate. You shall have qualified personnel available to fulfill Your obligations under this Agreement and Your sales representatives shall be capable of delivering the value proposition of the Cloud Service and its interface, advantages and high-level functionality.
Partner Obligations. (a) Where Partner discovers or is notified that it has received NCCPA Data that it is not authorized to receive under the terms of this Agreement, Partner shall not use such NCCPA Data and shall immediately: (i) report the receipt of such NCCPA Data to NCCPA; (ii) use commercially reasonable efforts to delete such NCCPA Data from its systems and destroy any hard copies thereof; and (iii) cooperate with NCCPA as requested to mitigate any damages arising from or related to the receipt of such NCCPA Data.
(b) NCCPA will provide Partner with a user ID and password in order to access the Category 1 CME API. Partner shall be responsible for any use of its user ID and password, whether or not authorized by Partner, except for misuse or failure to follow commercially reasonable security standards by NCCPA or its subcontractors.
(c) Partner shall be responsible for maintaining all computer hardware, software and Internet connections (public or private) required by Partner to access the Category 1 CME API.
(d) Partner personnel may only access and distribute NCCPA Data pursuant to the rights set forth in this Agreement. To the extent permitted by its rights under this Agreement, Partner may distribute NCCPA Data through its own applications, services, or end user facing Internet websites(s) to its customers, partners, or other third parties in order to facilitate the use of the Database in accordance with this Agreement.
(e) Subject to Section 14(h), to the extent Partner creates any Internet links to NCCPA’s website from Partner’s own website, all such links shall include NCCPA’s designated logo, and shall be in a form approved by, and reasonably acceptable to, NCCPA. Use of NCCPA’s name, logo, and any applicable trademarks (“NCCPA Brand and Links”) shall be subject to NCCPA’s API Branding Requirements, which NCCPA will provide to the Partner. Upon NCCPA’s approval of Partner’s use of NCCPA Brand and Links, the license provided in Section 5.2 shall extend to such NCCPA Brand and Links and be subject to the same rights and restrictions, including with respect to termination.
Partner Obligations. 1. The PARTNER undertakes to enter all service requests, maintenance and malfunctions immediately in the XXXXX service portal and to document and represent each service order therein in accordance with the guidelines. Maintenances and repairs of any kind whatsoever may only be carried out by XXXXX-certified personnel without any exception.
2. The PARTNER undertakes to report immediately any faults to XXXXX in writing via the Xxxxx online service portal or during the XXXXX standard support hours also by telephone (+00 0000 000000 (for Italy) and +00 0000 0000000 (for Austria)).
3. The PARTNER undertakes to comply with the preventive maintenance cycles and documentation tasks (e.g. regular filing of nozzle tests / test patterns, checking of the ink batch tracking, etc.) that are necessary according to the service manuals in their latest version available to all partners on the Xxxxx Service Platform (e.g. Extranet Service).
4. The PARTNER undertakes to inspect the printing system of the final customer as to its current status quo before conclusion of the Agreement with XXXXX, to determine the status quo of the device, in particular which repairs are necessary etc., and to bring the printing system into a state of unobjectionable condition at the expenses of the final customer before the Agreement starts, provided that the system does not fall in the warranty period. The PARTNER has to provide the appropriate proof of the unobjectionable condition of the printing system in coordination with XXXXX. XXXXX expressly reserves the right to perform and control the inspection for the PARTNER against payment through own personnel on site.
a) In case the Agreement is concluded before the warranty expiry date and takes effect immediately after the warranty end, the PARTNER is obliged to perform the end of warranty service maintenance before the warranty expires and bring the printing system into a faultless technical condition under the warranty conditions before the Agreement takes effect. The condition of the printing system after the end of warranty maintenance was completed shall be documented in the Service Portal together with the test pattern and ink batch tracking, and the original test pattern shall be sent to XXXXX for review.
b) In case the PARTNER fails to comply with the requirements specified in this point, XXXXX reserves the right to demand immediate inspection of the printing system by the PATNER and, if needed, ask the correction of any deficiencies in...
Partner Obligations. 2.2.1 Partner will nominate a contact person who will coordinate any revenue related topics under this Ap- pendix between the Parties. This person shall be the SPOC for SAP who is authorized to make or ac- cept needed declaration on behalf of the Partner.
2.2.2 The Partner will be responsible for all End Users’ billing and collection functions with respect to the Packaged Platform Applications and services.
2.2.3 Partner is responsible for remitting any revenues due to SAP under this Agreement.
2.2.4 Without prior written consent from SAP, Partner is not permitted to render any information concerning SAP HANA Cloud Platform license terms, SAP services or any other issues related to SAP products and services to End Users. Partner shall refer any End User requiring such information to SAP.
2.2.5 Partner shall develop the Platform Applications in accordance with Documentation and Application Review criteria published by SAP and as defined in Exhibit B – 2 (Application Review).
2.2.6 Partner will be responsible for providing SAP with all necessary information on the Platform Applica- tions required for SAP to enable Application Review, listing of the solution on SAP Store, calculation of SAP Royalties and to fulfill its obligations under this Agreement or towards its End Users.
2.2.7 Partner will actively sell a Packaged Platform Application as generally available product once it fulfills all requirements described in Exhibit B – 2 (Application Review). For distribution, Partner must publish a Packaged Platform Application at the SAP Store as described in Exhibit B – 3 (SAP Store). If and as long as published on the SAP Store, Partner is entitled to also publish and sell Platform Applica- tions through other distribution channels.
2.2.8 Partner will ensure that Partner’s contracts with End Users are compatible and not in conflict with the termination modalities specified in this Agreement. In particular, Partner shall include express regula- tions in its End User License Agreements which state that: a) the contract is not between SAP and End User, but only between Partner and End Users, b) SAP shall be a third party beneficiary of the contract with the right to enforce its regulations against End User, c) End User may use electronic means (email or SAP infrastructures like SAP Store which are used by both Partner and End User) to terminate the End User contract with regards to the Platform Application, d) availability of the Platform Application is subject to ...
Partner Obligations. (a) Each Partner acknowledges and agrees that, while a Partner, such Partner has a duty of loyalty to the Partnership and shall take no action to harm (or that would reasonably be expected to harm) the Partnership or any Affiliated Entity. Each Regular Limited Partner, Founding/Working Partner, and REU Partner further agrees, in addition to any other obligations that such Partner may have under this Agreement, during the periods set forth below, not to, either directly or indirectly (including by or through an Affiliate) (collectively, clauses (i) through (viii), the “Partner Obligations”):
(i) while a Partner, breach such Partner’s duty of loyalty to the Partnership;
(ii) while a Partner, except as permitted by Section 13.15 of this Agreement, take advantage of, or provide another person or entity with the opportunity to take advantage of, a “corporate opportunity” (as such term would apply to the Partnership were it a corporation), which for this purpose shall require granting the Partnership a right of first refusal for the Partnership to acquire any assets, stock or other ownership interest in a business being considered or sold by any Partner or Affiliate of such Partner if an investment in such business would constitute a “corporate opportunity”, that has not been presented to and rejected by the Partnership, or that the Partnership rejects but reserves for possible further action by the Partnership in writing, unless otherwise consented to by the Managing General Partner in writing in its sole and absolute discretion;
(iii) while a Partner and through the six (6)-month anniversary of the Termination of such Partner, engage in, represent in any way, or be connected with (as partner, director, officer, employee, consultant, or active participant, in each case, other than on a de minimis basis) any activity, practice or act with a Competing Business if: (1) it involves a Client or Client Representative and a service that is the same or similar to a service Partner provided for a Protected Affiliate; or (2) it involves (y) a product, product line or type, or service of a Protected Affiliate (including any for which it took substantial steps to offer prior to the Termination of such Partner), and (z) a service that is the same or similar to a service Partner provided for a Protected Affiliate within a geographic market covering where the Partner and/or the Protected Affiliate provided services or had responsibilities and/or within a 100-mile radius of an...
Partner Obligations. 3.1 Compliance with ICANN and Registry Policies
3.2 COREhub Fees
3.3 Diligent Use of SRS
3.4 Domain Name Registrations
3.5 Execution of Registration Agreement (“RA”) with the Registrant
3.6 Contact Information
Partner Obligations. In addition to and consistent with the obligations associated with the appointment of Partner and as otherwise provided herein, Partner agrees to perform the following actions for WRMT Customers and Partner agrees to have sole responsibility for the activities detailed within this Section. Some of these activities may be outsourced, with the prior written approval of WRMT. Both Parties expect that these activities will be modified by mutual agreement from time-to-time as market and Customer requirements dictate, however this shall not relieve the Partner of any of the following obligations.
