Rights of Access and Your Obligations Sample Clauses

Rights of Access and Your Obligations. 4.1 Subject to the terms of this Agreement, and except as otherwise permitted in the Documentation, during the Subscription Term, You may access to and use of the Services solely for Your internal purposes in accordance with the limitations specified on the Platform and not for the benefit of any third parties. Your third-party suppliers or contractors may access and use the Services for the sole purpose of providing their goods and/or services to You. You will be entitled to copy the Documentation and materials accompanying the Service as may reasonably be required for Your internal purposes. 4.2 You shall: (i) be responsible for Your compliance with this Agreement; (ii) comply with all applicable laws in connection with Your performance under this Agreement, including without limitation privacy, export control, and sanction laws; (iii) use commercially reasonable efforts to prevent any unauthorized access to or use of the Services and promptly notify Us in the event of any such unauthorized access or use; (iv) have sole responsibility for the accuracy, quality, and legality of all Customer Data and Customer Materials; (v) be solely liable for uploading Customer Data and making appropriate backups of such Customer Data; and (vi) obtain any legally-necessary consents and/or provide required privacy notices to any party whose personal data you input into the Service or otherwise provide Us. 4.3 In connection with this Agreement, You shall not: (i) use the Services for the benefit of anyone other than Yourself, unless expressly stated otherwise in the Platform or the Documentation; (ii) send, store or transfer infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including material that violates privacy rights or third-party Proprietary Rights;
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Rights of Access and Your Obligations. 4.1 Subject to the terms of this Agreement, and except as otherwise permitted in the Documentation, during the Subscription Term, You may enable User access to and use of the Services solely for Your internal business purposes in accordance with the limitations specified in the Metrics Definition and not for the benefit of any third parties. Your third-party suppliers or contractors may access and use the Services for the sole purpose of providing their goods and/or services to You. You will be entitled to copy the Documentation and materials accompanying the Service as may reasonably be required for Your internal purposes. 4.2 You shall: (i) be responsible for Your Users’ compliance with this Agreement, the Documentation and any use limitations specified in the applicable Order or online purchasing portal; (ii) comply with all applicable laws in connection with Your performance under this Agreement, including without limitation privacy, export control, and sanction laws; (iii) use commercially reasonable efforts to prevent any unauthorized access to or use of the Services and promptly notify Us in the event of any such unauthorized access or use; (iv) have sole responsibility for the accuracy, quality, and legality of all Customer Data and Customer Materials; (v) be solely liable for uploading Customer Data and making appropriate backups of such Customer Data; (vi) obtain any legally- necessary consents and/or provide required privacy notices to any party whose personal data you input into the Service or otherwise provide Us;
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Rights of Access and Your Obligations. 4.1 Subject to the terms of this Agreement, and except as otherwise permitted in the Documentation, during the Subscription Term, You may enable User access to and use of the Services solely for Your internal business purposes in accordance with the limitations specified in the Metrics Definition and not for the benefit of any third parties. Your third-party suppliers or contractors may access and use the Services for the sole purpose of providing their goods and/or services to You. You will be entitled to copy the Documentation and materials accompanying the Service as may reasonably be required for Your internal purposes. 4.2 You shall: (i) be responsible for Your Users’ compliance with this Agreement, the Documentation and any use limitations specified in the applicable Order or online purchasing portal; (ii) comply with all applicable laws in connection with Your performance under this Agreement, including without limitation privacy, export control, and sanction laws; (iii) use commercially reasonable efforts to WENN SIE EINE SEPARATE, UNTERZEICHNETE VEREINBARUNG MIT UNS HABEN, DIE IHRE NUTZUNG DER SERVICES REGELT, HABEN DIE BEDINGUNGEN EINER SOLCHEN ANDEREN VEREINBARUNG VORRANG VOR XXXXX WIDERSPRÜCHLICHEN BEDINGUNGEN IN DIESEM VERTRAG. WENN SIE JEDOCH DURCH (1) ANKREUZEN EINES KÄSTCHENS IHR EINVERSTÄNDNIS ANZEIGEN, (2) EIN AUFTRAGSFORMULAR AUSFÜLLEN, DAS AUF DIESEN VERTRAG VERWEIST, ODER (3) DIE SERVICES GANZ ODER TEILWEISE NUTZEN, ERKLÄREN SIE SICH MIT DIESEN BEDINGUNGEN EINVERSTANDEN. WENN SIE NICHT HIERMIT EINVERSTANDEN SIND, HABEN SIE NICHT DAS RECHT, AUF DIE SERVICES ZUZUGREIFEN ODER DIESE ZU NUTZEN. WENN DIE PERSON, DIE DIESEN VERTRAG AKZEPTIERT, DIES IM NAMEN EINES UNTERNEHMENS ODER EINER ANDEREN JURISTISCHEN PERSON TUT, ERKLÄRT SIE, DASS SIE BEFUGT IST, DIESE AN DIE VORLIEGENDEN BEDINGUNGEN ZU BINDEN. IN DIESEM FALL BEZIEHT SICH DER BEGRIFF "SIE" AUF DIESE JURISTISCHE PERSON. DIESER VERTRAG GILT AB DEM FRÜHEREN DER BEIDEN NACHSTEHENDEN ZEITPUNKTE: (A) DEM DATUM DES INKRAFTTRETENS DES ERSTEN AUFTRAGS, DER SICH AUF DIESEN VERTRAG BEZIEHT, ODER (B) DEM DATUM, AN DEM SIE ZUM ERSTEN MAL AUF DEN DIENST ODER DIE LEISTUNG ZUGREIFEN ("DATUM DES INKRAFTTRETENS"). 1. Begriffsbestimmungen. Alle nicht im Hauptteil dieses Vertrags definierten Begriffsbestimmungen sind in Annex A aufgeführt.
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Rights of Access and Your Obligations. 4.1 Subject to the terms of this Agreement, and except as otherwise permitted in the Documentation, during the Subscription Term, You may enable User access to and use of the Services solely for Your internal business purposes in accordance with the limitations specified in the Metrics Definition and not for the benefit of any third parties. Your third-party suppliers or contractors may access and use the Services for the sole purpose of providing their goods and/or services to You. You will be entitled to copy the Documentation and materials accompanying the Service as may reasonably be required for Your internal purposes. 4.2 You shall: (i) be responsible for Your Users’ compliance with this Agreement, the Documentation and any use limitations specified in the applicable Order or online purchasing portal; (ii) comply with all applicable laws in connection with Your performance under this Agreement, including without limitation privacy, export control, and sanction laws; (iii) use commercially reasonable efforts to prevent any unauthorized access to or use of the Services and promptly notify Us in the event of any such unauthorized access or use; (iv) have
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Rights of Access and Your Obligations. 4.1. Subject to the terms of this Agreement, and except as otherwise permitted in the Documentation, during the Subscription Term, You may have access to and use of the Services solely for Your internal purposes and not for the benefit of any third parties. 4.2. You shall: (i) be responsible for Your compliance with this Agreement; (ii) comply with all applicable laws in connection with Your performance under this Agreement, including without limitation privacy, export control, and sanction laws; (iii) have sole responsibility for the accuracy, quality, and legality of all Customer Data and Customer Materials; (iv) be solely liable for uploading Customer Data and making appropriate backups of such Customer Data when applicable; and (v) obtain any legally-necessary consents and/or provide required privacy notices to any party whose personal data you use as part of the Service or otherwise provide Us. 4.3. In connection with this Agreement, You shall not: (i) use the Services for the benefit of anyone other than Yourself, unless expressly stated otherwise in the Documentation; (ii) send, store or transfer infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including material that violates privacy rights or third-party Proprietary Rights; (iii) upload, input, access, store, distribute or transmit any Malware; (iv) modify, copy, translate or create derivative works based on the Services or any part, feature, function or user interface thereof; or (v) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Services to build a competitive product or service or one with similar ideas, features, functions or graphics or to determine whether the Services are within the scope of any patent. 4.4. Any use of the Services in breach of this Section 4 may result in: (i) termination for breach in accordance with Section 10, or (ii) the immediate suspension of the Services if, in Our sole and absolute discretion, such use threatens the security, integrity or availability of the Services. We shall promptly notify You of any such suspension. Where reasonable to do so, We shall (a) provide such notification in advance and (b) work with You in good faith to cure the breach prior to suspending Your access.
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Related to Rights of Access and Your Obligations

  • Our Obligations Some obligations placed on us under this contract may be carried out by another person. If an obligation is placed on us to do something under this contract, then: (a) we are taken to have complied with the obligation if another person does it on our behalf; and (b) if the obligation is not complied with, we are still liable to you for the failure to comply with this contract.

  • Your Obligations You will: (a) at all times throughout the duration of the terms of this Exhibit ensure that all publicity, signage, and/or promotional material you issue, or have issued on your behalf, in respect of or in connection with the EMV PSP Service complies in all respects with the Codes of Practice and includes information which will enable the Service User to ascertain prior to use the charge which is payable for the purchase of the Offering. You will not in any publicity or other promotional activity state or imply any approval by NCR Voyix or its third-party suppliers of the Offering in any way without the prior written approval of a duly authorized officer of NCR Voyix or its third-party suppliers, as applicable; (b) ensure that before you make the Offering available to the Service User all such rights, authorizations, licenses, exemptions, consents and permissions have been obtained or granted and all such requirements of law or of any other competent authority or public body have been complied with as are necessary or prudent in connection with the Offering. You will at all times throughout the duration of the terms of this Exhibit maintain in full force and effect all such rights, authorizations, licenses, consents and permissions and comply with all such requirements; (c) provide to NCR Voyix such assistance and/or information as NCR Voyix or its third- party supplier may from time to time reasonably demand in order to comply with all or any requirements and conditions at any time and from time to time imposed by applicable law or regulation with respect to the EMV PSP Service; (d) undertake not to disconnect or interfere with the operation of the Terminals or the EMV PSP Service and will use your best efforts to prevent such disconnection or interference by a third party except where explicitly agreed in writing between NCR Voyix and you; (e) report to NCR Voyix any abuse or threatened abuse or loss of the EMV PSP Service or any factors affecting the performance of the EMV PSP Service as soon as practicable after you become aware of such abuse, loss or performance factors; (f) not use the EMV PSP Service in any manner whatsoever which constitutes a violation of any applicable law or regulation or which may cause NCR Voyix or its third-party supplier to be subject to any investigation, prosecution or legal action. NCR Voyix reserves the right to terminate this Exhibit or the Agreement with immediate effect in the event that you breach this subsection (f); (g) except where otherwise agreed between the parties in writing, be responsible for the installation of the EMV PSP Service, which without limiting the foregoing, will include you setting up a Merchant Account with an approved Merchant Acquiring Bank, the linking of all Terminals to the Public System and the provision, installation and maintenance of a suitable method for delivering the Card information to the EMV PSP Service and thereafter the maintenance of all links and any costs associated with the foregoing; and acknowledge that NCR Voyix and its third-party suppliers do not have access to your Merchant Account and that it is therefore your responsibility to reconcile the payments and debits being made into your Merchant Account with the Transactions and/or Refunds processed by the EMV PSP Service in connection with the Service. In the event that you identify a discrepancy you must notify NCR Voyix as soon as reasonably practical. NCR Voyix and its third-party suppliers will have no liability for discrepancies which have occurred more than 14 days prior to the date any such problem is notified to them.

  • Rights of Access The employee shall be given access to copies of all materials supporting the proposed action and shall be provided with copies upon request.

  • Obligations of Confidentiality 2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall: (a) not use or exploit the Confidential Information in any way except for the Purpose; (b) not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; (c) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party); (d) keep separate the Confidential Information from all documents and other records of the Recipient; (e) apply the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use; and (f) keep a written record of: any document or other Confidential Information received from the other in tangible form; any copy made of the Confidential Information. 2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) it informs its Representatives of the confidential nature of the Confidential Information before disclosure; (b) it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and (c) it keeps a written record of these Representatives; and (d) it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement. 2.3 A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including, without limitation any relevant securities exchange) or by a Court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so. 2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure. 2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use. 2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction. 2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.

  • Obligations and Rights Upon receipt of a termination notice for termination in the public interest, Contractor shall be subject to the rights and obligations set forth in §15.A.i.a.

  • Your Rights & Obligations You have represented fairly and accurately, to the best of your abilities, all details pertaining to the consigned item. In tandem with Collectable, you may elect to retain equity ownership in asset(s) consigned to Collectable’s platform.

  • Security for Obligations This Agreement secures, and the Collateral is collateral security for, the prompt and complete payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provision thereof)), of all Obligations with respect to every Grantor (the “Secured Obligations”).

  • Non-Disclosure Obligations 12.1 During the term of this Agreement, the parties may disclose certain Confidential Information to each other in the performance of their rights and obligations under this Agreement. Without the prior written authorization of the disclosing party, the receiving party shall not use or copy any Confidential Information for any purpose other than as specifically authorized by this Agreement, and shall not transfer or disclose any Confidential Information to any person, except for the purposes of performing its obligations and exercising its rights in accordance with this Agreement to the necessary extent. The receiving party shall take steps necessary or appropriate to protect Confidential Information against unauthorized disclosure or use, including, without limitation, ensuring that each of its personnel and any Authorized Users with access to Confidential Information is aware of and complies with the non-disclosure obligations set out in this Section. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of any Confidential Information that comes to the receiving party’s attention, and shall take all action that the disclosing party reasonably requests to prevent any further unauthorized use or disclosure of it. Each party expressly acknowledges and agrees that, except as specifically provided in this Agreement, at no time shall it acquire or retain, or appropriate for its own use, any right, title or interest in or to any Confidential Information of the other party. 12.2 The obligations set out in Section 12.1 shall not apply to the extent, that any Confidential Information (i) becomes generally available to the public through no fault of the receiving party; (ii) is or has been disclosed to the receiving party, directly or indirectly, by any person that is under no obligation of non-disclosure to the disclosing party or an affiliate of the disclosing party; or (iii) is required to be disclosed under any applicable law, rule, regulation or governmental order. 12.3 Notwithstanding the termination of this Agreement, each party shall continue to abide by the terms of the non- disclosure obligations with respect to Confidential Information as set out in this Section and indemnification as set out in Section 12.2 hereof.

  • Conditions of Agent’s Obligations The obligations of the Agent hereunder are subject to (i) the accuracy of, as of the date hereof, each Bringdown Date, and each Time of Sale (in each case, as if made at such date), and compliance with, all representations, warranties and agreements of the Company contained herein, (ii) the performance by the Company of its obligations hereunder and (iii) the following additional conditions: (a) If the filing of the Prospectus, or any amendment or supplement thereto, or any Permitted Free Writing Prospectus, is required under the Securities Act or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Permitted Free Writing Prospectus with the Commission in the manner and within the time period so required (without reliance on Rule 424(b)(8) or Rule 164(b)); the Registration Statement shall remain effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, any Rule 462(b) Registration Statement, or any amendment thereof, nor suspending or preventing the use of the Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus shall have been issued; no proceedings for the issuance of such an order shall have been initiated or threatened; and any request of the Commission for additional information (to be included in the Registration Statement, the Base Prospectus, the Prospectus, any Permitted Free Writing Prospectus or otherwise) shall have been complied with to the Agent's satisfaction. (b) The Agent shall not have advised the Company that the Registration Statement, the Base Prospectus, the Prospectus, or any amendment or supplement thereto, or any Permitted Free Writing Prospectus, contains an untrue statement of fact which, in the Agent's opinion, is material, or omits to state a fact which, in the Agent's opinion, is material and is required to be stated therein or is necessary to make the statements therein (i) with respect to the Registration Statement, not misleading and (ii) with respect to the Base Prospectus, the Prospectus or any Permitted Free Writing Prospectus, in light of the circumstances under which they were made, not misleading. (c) Except as set forth or contemplated in the Base Prospectus, the Prospectus and any Permitted Free Writing Prospectus, subsequent to the respective dates as of which information is given therein, the Company shall not have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock and there shall not have been any change in the capital stock, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock (other than as a result of the exercise of any currently outstanding options or warrants that are disclosed in the Prospectus), or any material change in the short-term or long-term debt, of the Company, or any Material Adverse Effect or any development that would be reasonably likely to result in a Material Adverse Effect (whether or not arising in the ordinary course of business), or any material loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, incurred by the Company, the effect of which, in any such case described above, in the Agent's judgment, makes it impractical or inadvisable to offer or deliver the Shares. (d) The Company shall have performed each of its obligations under Section 4(p). (e) The Company shall have performed each of its obligations under Section 4(q). (f) The Company shall have performed each of its obligations under Section 4(r). (g) FINRA shall not have raised any objection to the fairness and reasonableness of the terms and arrangements under this Agreement. (h) All filings with the Commission required by Rule 424 under the Securities Act to have been filed by the Settlement Date shall have been made within the applicable time period prescribed for such filing by Rule 424. (i) The Company shall have furnished to Agent and the Agent's counsel such additional documents, certificates and evidence as they may have reasonably requested. (j) Trading in the Common Shares shall not have been suspended on the NASDAQ Capital Market. The Shares shall have been listed and authorized for trading on the NASDAQ Capital Market prior to the first Settlement Date, and satisfactory evidence of such actions shall have been provided to the Agent and its counsel, which may include oral confirmation from a representative of the NASDAQ Capital Market. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance to Agent and the Agent's counsel. The Company will furnish Agent with such conformed copies of such opinions, certificates, letters and other documents as Agent shall reasonably request.

  • Parties Obligations The Parties’ obligations under this Agreement will continue notwithstanding the existence of a Material Change.

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