Restrictions on Use This XXXX grants You the right to install and use the Licensed Materials in accordance with the terms under which You have licensed the Licensed Materials from Altium. Notwithstanding the foregoing, Altium permits You to make a Temporary Use of the Licensed Materials so long as such use does not result in the use of more copies of the Licensed Materials than You are permitted to use at any given time, if Your license is so restricted hereunder. In the event that You desire to expand or extend Your use, or to migrate to different Products or functionality within any such Products You must notify Altium prior to any such expanded or extended use and arrange for the licensing of the applicable Licensed Materials.
2.4.1. In no event shall You: a) allow any of Your affiliates, subsidiaries or divisions, any portion of Your business located at a different geographic site, or third parties, to copy, have access to or use any portion whatsoever of the Licensed Materials unless You have licensed the Licensed Materials on a Continental License or Global License basis that would permit such use; notwithstanding the foregoing, You may make a Temporary Use of the Licensed Materials as stated in Section 2.3 above; b) allow any third party to have access to or use any portion whatsoever of the Licensed Materials, unless such access or use is in connection with a Temporary Use by You in carrying out a legitimate business purpose that does not otherwise violate the terms of this XXXX, including but not limited to the restrictions on number of users, if such restrictions apply to Your license hereunder; c) make copies of the Licensed Materials for use by any of Your other affiliates, subsidiaries or divisions, or by any third party; d) allow more than the number of permitted persons to access and use the Licensed Materials at any one time, (whether involving a single license or a license that allows multiple users), including any Temporary Uses, unless you have negotiated with Altium for a license that permits an unlimited number of users to access and use the Licensed Materials; e) allow persons not covered by the geographic scope of Your licenses to use the Licensed Material on a “floating” or other basis; or f) using the Licensed Materials in any way that is not in compliance with Permitted Uses.
2.4.2. In the event that You have licensed the Licensed Materials for use in connection with a single computer, You may install and use only a single copy thereof at any given time, and said copy may be used only by You; provided, however, that if You have licensed the Licensed Materials for use on a single computer: a) you may install a second copy of the Licensed Materials on a home computer solely for use in connection with, and governed by, the License granted herein, so long as such copy is never used simultaneously with the original copy; and b) You may make a back-up, archival copy thereof that You shall install and use only in the event the original copy of the Licensed Materials is lost, corrupted or in some other way made unavailable other than through use or possession by another person.
2.4.3. In the event that You have licensed the Licensed Materials on a Single Site License, Continental License or Global License basis, this XXXX allows as many persons employed or hired as contractors (so long as such contractors have entered into an appropriate form of confidentiality agreement) by You to simultaneously use the Licensed Materials as are permitted under the license obtained from Altium. At no time shall You permit the number of persons that may access and/or use the Licensed Materials to exceed the number of persons for whom You have licensed the same, including in connection with any Temporary Use. You understand and agree that such use beyond that licensed hereunder, whether by allowing excess persons to use the Licensed Materials or otherwise, shall constitute not only breach of this XXXX, but violation of national and international copyright and patent laws. ENGAGING IN ANY USE OF THE LICENSED MATERIALS BY PERSONS BEYOND THE NUMBER PERMITTED TO USE THE SAME, AT SITES FOR WHICH THE LICENSED MATERIALS ARE NOT LICENSED (EXCEPT FOR PERMITTED TEMPORARY USES) OR BY PERSONS NOT AUTHORIZED UNDER YOUR LICENSE TO USE THEM SHALL RESULT IN IMMEDIATE TERMINATION OF THIS XXXX, WHETHER OR NOT ALTIUM IS AWARE OF YOUR ACTIVITIES AT THE TIME OR DISCOVERS THEM LATER. ANY FURTHER USE OF THE LICENSED MATERIALS BY YOU SUBSEQUENT TO SUCH TERMINATION WILL EXPOSE YOU TO LIABILITY FOR COPYRIGHT INFRINGEMENT AND OTHER CLAIMS.
2.4.4. You may increase the number of persons or sites permitted to use the Licensed Materials at any one time, or the features and functionality of Your Licensed Materials through Extensions or otherwise, by paying Altium additional license fees in accordance with then-applicable pricing, provided that such additional persons in no way access or use the Licensed Materials, or the additional functionality, prior to any such additional license fees being paid by You. In the event that any provision of this XXXX is breached by You, the license granted herein shall automatically terminate, without further action by Altium and whether or not You abide by such termination. Failure of Altium to learn about any such breach shall not constitute a basis for You to assert that You are not in breach hereof, or that Altium has acquiesced in such breach.
General Restrictions on Use Advisor agrees to hold all Proprietary Information in confidence and not to, directly or indirectly, disclose, use, copy, publish, summarize, or remove from Company's premises any Proprietary Information (or remove from the premises any other property of Company), except (i) during the consulting relationship to the extent authorized and necessary to carry out Advisor's responsibilities under this Agreement, and (ii) after termination of the consulting relationship, only as specifically authorized in writing by Company. Notwithstanding the foregoing, such restrictions shall not apply to: (x) information which Advisor can show was rightfully in Advisor's possession at the time of disclosure by Company; (y) information which Advisor can show was received from a third party who lawfully developed the information independently of Company or obtained such information from Company under conditions which did not require that it be held in confidence; or (z) information which, at the time of disclosure, is generally available to the public.
License and Restrictions 3.1. Subject to the terms of this Agreement, we hereby grant you a limited, personal, revocable, nonexclusive, nonsublicensable, nonassignable, nontransferable, nonresellable license and right to use the Application for the sole purpose of your use of the Service.
3.2. You acknowledge and agree that any and all intellectual property rights (the "IP Rights") in the Service and the Application are and shall remain the exclusive property of our Processor. Nothing in this Agreement intends to or shall transfer any IP Rights to, or to vest any IP Rights in, you. You are only entitled to the limited use of the rights granted to you in this Agreement. You will not take any action to jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement, as well as a violation of applicable intellectual property laws. You acknowledge and understand that all title and rights in and to any third party content that is not contained in the Service and Application, but may be accessed through the Service, is the property of the respective content owners and may be protected by applicable patent, copyright, or other intellectual property laws and treaties.
3.3. You agree not to sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Application or Service or any part thereof without our prior written consent.
3.4. You agree not to undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Application, the Service, or any part thereof. You agree not to intercept, capture, emulate, or redirect the communications protocols used by us for any purpose, including without limitation causing the Service or Application to connect to any computer server or other device not authorized by us.
3.5. We reserve the right to add or delete features or functions, or to provide programming fixes, updates and upgrades, to the Service or Application. You acknowledge and agree that we have no obligation to make available to you any subsequent versions of the Application. You also agree that you may have to enter into a renewed version of this Agreement if you want to download, install or use a new version of the Service or Application.
3.6. We have no obligation whatsoever to furnish any maintenance and support services with respect to the Service or Application, and any such maintenance and support services provided will be provided at our discretion.
3.7. You grant to us a nonexclusive, perpetual, non-revocable, royalty free license to use, retain, and share any information transmitted through the Application by you, including, your location, device-based location information, account numbers, name, date, account amount, and endorsements solely for the purpose of providing the Services. This license shall survive termination of this Agreement for such period as necessary for us to provide the Services, comply with the law, or comply with an internal guidelines or procedures.
Limitations and Restrictions Deduction of Rollovers and Transfers – A deduction is not allowed for rollover or transfer contributions.
Permitted License Uses and Restrictions (a) This Order Form Supplement allows you, as an authorized User under the Master Subscription Agreement, to use the Software on any Supported Device and on no other devices.
(b) You may not distribute or make the Software available over a network where it could be used by multiple devices at the same time.
(c) With respect to updates to the Software that xxxxxxxxxx.xxx may make available for download, this Order Form Supplement allows you to download such Software updates to update or restore the Software on any Supported Device.
(d) Except as and only to the extent permitted by applicable law, or by licensing terms governing use of open-sourced components included with the Software, neither you nor any other Customer personnel may copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Software or Software updates, or any part thereof. Any attempt to do so is a violation of the rights of xxxxxxxxxx.xxx and its licensors. If you or any other Customer personnel violate this restriction, you or they, and the Customer, may be subject to prosecution and damages.
(e) Neither you nor the Customer may rent, lease, lend, redistribute or sublicense the Software. The Customer may, however, allow other authorized Users under the Master Subscription Agreement to use the Software in connection with a re-assignment of the Supported Device to another authorized User under the Master Subscription Agreement.
(f) The Software is available only for Supported Devices, and is not available for all devices. Please check xxx.xxxxxxxxxx.xxx or contact your xxxxxxxxxx.xxx representative to determine whether a specific device-iOS software combination is supported by the Software.
(g) In addition to mobile applications offered by xxxxxxxxxx.xxx (and for purposes of this section 5(g), “xxxxxxxxxx.xxx” shall include any Affiliates of xxxxxxxxxx.xxx), xxxxxxxxxx.xxx may offer platforms for the creation of third-party mobile applications, including but not limited to the Salesforce1 platform. Third parties may obtain information from, or access data stored on, Users’ mobile devices to provide services associated with any third-party mobile applications that Users download, install, use, or otherwise interact with over a xxxxxxxxxx.xxx platform. Xxxxxxxxxx.xxx’s mobile applications may also contain links or integrations to other mobile applications provided by third parties. Xxxxxxxxxx.xxx is not responsible for the security and privacy of data collected through third-party mobile applications or the privacy and security practices of the foregoing third parties.
(h) Without limiting the generality of anything herein, you acknowledge and agree that the Software may collect user or device data for the purposes of providing services or functions that are relevant to use of the Software.
Prohibitions and Restrictions The provisions of this Agreement shall not in any way limit the right of either Contracting Party to apply prohibitions or restrictions of any kind or take any other action which is directed to the protection of its essential security interests, or to the protection of public health or the prevention of diseases and pests in animals or plants.
Restrictions on U.S Transfers. Transfers of interests in the Regulation S Global Security to U.S. persons (as defined in Regulation S) shall be limited to transfers made pursuant to the provisions of Section 3.03(h)(C).
Covenants and Restrictions on Conduct of Business (a) The Trust agrees to abide by the following restrictions:
(i) other than as contemplated by the Basic Documents and related documentation, the Trust shall not incur any indebtedness;
(ii) other than as contemplated by the Basic Documents and related documentation, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets;
(iii) other than as contemplated by the Basic Documents and related documentation, the Trust shall not engage in any business activity in which it is not currently engaged; and
(iv) other than as contemplated by the Basic Documents and related documentation, the Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset.
(b) The Trust shall:
(i) maintain books and records separate from any other person or entity;
(ii) maintain its office and bank accounts separate from any other person or entity;
(iii) not commingle its assets with those of any other person or entity;
(iv) conduct its own business in its own name and use stationery or other business forms under its own name and not that of the Certificateholder or any Affiliate;
(v) other than as contemplated by the Basic Documents and related documentation, pay its own liabilities and expenses only out of its own funds;
(vi) observe all formalities required under the Statutory Trust Statute;
(vii) not guarantee or become obligated for the debts of any other person or entity;
(viii) not hold out its credit as being available to satisfy the obligation of any other person or entity;
(ix) not acquire the obligations or securities of the Certificateholder or its Affiliates;
(x) other than as contemplated by the Basic Documents and related documentation, not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity;
(xi) other than as contemplated by the Basic Documents and related documentation, not pledge its assets for the benefit of any other person or entity;
(xii) hold itself out as a separate entity from the Certificateholder and not conduct any business in the name of the Certificateholder;
(xiii) correct any known misunderstanding regarding its separate identity;
(xiv) not identify itself as a division (other than for tax reporting purposes) of any other person or entity; and
(xv) except as required or specifically provided in the Trust Agreement, the Trust will conduct business with the Certificateholder or any Affiliate thereof on an arm’s length basis.
(c) So long as the Notes or any other amounts owed under the Indenture remain outstanding, the Trust shall not amend this Section 4.6 unless the Rating Agency Condition has been satisfied.
License Grant and Restrictions You are granted a personal, limited, non-exclusive, non-transferable license, to electronically access and use the Money Management Service (the "Service") solely to manage your financial data, and the purchase rewards application ("Debit Rewards Offers") to benefit from your debit card purchases. In addition to the Money Management Service and the Debit Rewards Offers, the terms "Service" and "Debit Rewards Offers" also include any other programs, tools, internet-based services, components and any "updates" (for example, Service maintenance, Debit Rewards information, help content, bug fixes, or maintenance releases, etc.) of the Service or Debit Rewards Offers if and when they are made available to you by us or by our third party vendors. Certain Service and Debit Rewards Offers may be accompanied by, and will be subject to, additional terms and conditions. You are not licensed or permitted to do any of the following and you may not allow any third party to do any of the following: (i) access or attempt to access any other systems, programs or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way the material from the Money Management site or from the Debit Rewards Offers program; (iii) permit any third party to benefit from the use or functionality of the Service or Debit Rewards Offers, or any other services provided in connection with them, via a rental, lease, timesharing, service bureau, or other arrangement; (iv) transfer any of the rights granted to you under this license; (v) work around any technical limitations in the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble, or otherwise reverse engineer the Service except as otherwise permitted by applicable law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Service or Debit Rewards Offers or any services provided in connection with them, prevent access to or the use of the Service, Debit Rewards Offers or any or services provided in connection with them by other licensees or customers, or impose an unreasonable or disproportionately large load on the infrastructure while using the Service; or
Use Restrictions (a) Company will not do or attempt to do, and Company will not permit any other person or entity to do or attempt to do, any of the following, directly or indirectly:
(i) use any Proprietary Item for any purpose, at any location or in any manner not specifically authorized by this Agreement;
(ii) make or retain any copy of any Proprietary Item except as specifically authorized by this Agreement;
(iii) create, recreate or obtain the source code for any Proprietary Item;
(iv) refer to or otherwise use any Proprietary Item as part of any effort to develop other software, programs, applications, interfaces or functionalities or to compete with BNYM or a Third Party Provider;
(v) modify, adapt, translate or create derivative works based upon any Proprietary Item, or combine or merge any Proprietary Item or part thereof with or into any other product or service not provided for in this Agreement and not authorized in writing by BNYM;
(vi) remove, erase or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in any Proprietary Item, or fail to preserve all copyright and other proprietary notices in any copy of any Proprietary Item made by Company;
(vii) sell, transfer, assign or otherwise convey in any manner any ownership interest or Intellectual Property Right of BNYM, or market, license, sublicense, distribute or otherwise grant, or subcontract or delegate to any other person, including outsourcers, vendors, consultants, joint venturers and partners, any right to access or use any Proprietary Item, whether on Company’s behalf or otherwise;
(viii) subcontract for or delegate the performance of any act or function involved in accessing or using any Proprietary Item, whether on Company’s behalf or otherwise;
(ix) reverse engineer, re-engineer, decrypt, disassemble, decompile, decipher, reconstruct, re-orient or modify the circuit design, algorithms, logic, source code, object code or program code or any other properties, attributes, features or constituent parts of any Proprietary Item;
(x) take any action that would challenge, contest, impair or otherwise adversely effect an ownership interest or Intellectual Property Right of BNYM;
(xi) use any Proprietary Item to provide remote processing, network processing, network communications, a service bureau or time sharing operation, or services similar to any of the foregoing to any person or entity, whether on a fee basis or otherwise;
(xii) allow Harmful Code into any Proprietary Item, as applicable, or into any interface or other software or program provided by it to BNYM, through Company’s systems or personnel or Company’s use of the Licensed Services or Company’s activities in connection with this Agreement.
(b) Company shall, promptly after becoming aware of such, notify BNYM of any facts, circumstances or events regarding its or a Permitted User’s use of the Licensed System that are reasonably likely to constitute or result in a breach of this Section 2.12, and take all reasonable steps requested by BNYM to prevent, control, remediate or remedy any such facts, circumstances or events or any future occurrence of such facts, circumstances or events.