Software and Technology. (i) To the knowledge of the Corporation, except as would not, individually or in the aggregate, reasonably be expected to cause a Material Adverse Change, the computer and data processing systems, facilities and services used by any Coinsquare Corporation are substantially free of any material defects, bugs and errors, and do not contain any disabling codes or instructions, spyware, Trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data or other materials wherein any trade secrets, or proprietary information of any Coinsquare Corporation has been disclosed to a third party (“Self-Help Code or Unauthorized Code”).
(ii) Except as set out in Section 4.1(bb) of the Disclosure Letter, none of the Corporation Software incorporates or is comprised of or distributed with any Publicly Available Software in a manner which (A) requires the distribution of source code in connection with the distribution of such software in object code form; (B) materially limits any Coinsquare Corporation’s freedom to seek full compensation in connection with marketing, licensing, and distributing such applications; or (C) allows a user to have the right to decompile, disassemble or otherwise reverse engineer the software by its terms and not by operation of applicable Law. At least one of the Coinsquare Corporations is in actual possession and control of the applicable source code, object code, code writes, notes, documentation, programmers’ notes, source code annotations, user manuals and know-how to the extent required for use, distribution, development, enhancement, maintenance and support of each item of material Corporation Software, subject to any licenses granted to third parties therein. To the knowledge of the Corporation, the Corporation Software does not contain any Self-Help Code or Unauthorized Code.
(iii) Except as set forth in Section 4.1(bb) of the Disclosure Letter, no Coinsquare Corporation has disclosed Corporation Software source code to any other Person, except in connection with (A) a source code escrow agreement in which release of the Corporation Software source code is generally limited to the following contingencies: (1) a Coinsquare Corporation ceases to support the relevant software as required by the relevant license agreement, (2) a Coinsquare Corporation fails adequately to maintain service levels established in the relevant license a...
Software and Technology. (i) Schedule 4.2(k)(i) of the Disclosure Letter contains a complete list of software (excluding off-the-shelf software) owned by, licensed to or used by Corporation. To the knowledge of the Silanis Companies, such software does not contain any undisclosed program routine, device or other feature, including viruses, worms, bugs, time locks, Trojan horses or back doors, in each case that is designed to delete, disable, deactivate, interfere with or otherwise harm such software, and any virus or other intentionally created, undocumented contaminant that may, or may be used to, access, modify, delete, damage or disable any hardware, system or data. Corporation is complying and has at all times complied with the terms of use or other license terms of any software (including off-the-shelf software).
(ii) Schedule 4.2(k)(ii) sets forth all Public Software used by Corporation in its business or included in, or on which is based, any software or product of Corporation, together with the manner of such use or the identification of such software or product and the license under which such Public Software is used by Corporation.
Software and Technology. (i) To the knowledge of the Sellers, except as would not, individually or in the aggregate, have a Material Adverse Change of the Purchased Companies, the computer and data processing systems, facilities and services used by any Purchased Company are substantially free of any material defects, bugs and errors, and do not contain any disabling codes or instructions, spyware, Trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data or other materials wherein any trade secrets, or proprietary information of any Purchased Company has been disclosed to a third party.
(ii) The Company has not developed any proprietary Software. Section 3.1(y)(i) of the Disclosure Letter sets forth a list of all material third-party Software used in the Business.
(iii) Section 3.1(y)(iii) of the Disclosure Letter contains a complete list of all cybersecurity measures and policies each Purchased Company has in place.
(iv) Section 3.1(y)(iv) of the Disclosure Letter contains a complete list of business interruption plans of each Purchased Company and a complete list of material interruptions in the technology support of each Purchased Company that have occurred in the past two (2) years and a description of the source and such Purchased Company’s responses to such interruption.
Software and Technology. The following are the ASP Services to be provided to Client by FIS under this Section 9: (PID # 224877) ) Page 5 of 26
9.1. ASP Hosted Applications and FIS Provided Third Party Software. FIS, using the software stated in Exhibit A, will perform data processing services for Client as described in this Schedule C. Client acknowledges that its use of software in connection with its receipt and use of the ASP Services under this Schedule are non-exclusive, personal, non-transferable (except in direct connection with a permitted assignment of the Agreement), limited use rights during the Term of this Schedule, and that FIS does not convey or grant to Client any other use, license, or any rights in or to the ASP Hosted Applications or FIS Provided Third Party Software. All rights of FIS to the ASP Hosted Applications, and of the owners of FIS Provided Third Party Software, not expressly granted in this Schedule are reserved. The provisions set forth in 7.3 below shall also apply with respect to any FIS Provided Third Party Software.
9.2. Client Software and Client Provided-Third Party Software. FIS will use all Client Software and Client Provided Third Party Software exclusively in connection with providing the Services and any Deliverables to Client. Additional use of Client Software by FIS shall require the written consent of Client. FIS reserves the right in advance of any processing or use of such software to assure compatibility with equipment and consistency with other processing requirements, techniques and standards. If any use of such software increases or decreases FIS’s operating costs, FIS will so advise Client and both Client and FIS will negotiate to agree upon the appropriate changes to the Monthly Per Account Fee as set forth in Exhibit C. Client is responsible to provide application support for Client Software and Client Provided Third Party Software unless otherwise specifically identified in this agreement. The provisions set forth below shall also apply with respect to any Client Software.
Software and Technology. (i) To the knowledge of the Sellers, except as would not, individually or in the aggregate, have a Material Adverse Change of the Purchased Companies, the computer and data processing systems, facilities and services used by Elite and any Purchased Company are substantially free of any material defects, bugs and errors, and do not contain any disabling codes or instructions, spyware, Trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data or other materials wherein any trade secrets, or proprietary information of Elite or any Purchased Company has been disclosed to a third party.
(ii) Neither Elite nor the Company has not developed any proprietary Software. Section 3.1(y)(i) of the Disclosure Letter sets forth a list of all material third-party Software used in the Business.
(iii) Section 3.1(y)(iii) of the Disclosure Letter contains a complete list of all cybersecurity measures and policies Elite and each Purchased Company has in place.
(iv) Section 3.1(y)(iv) of the Disclosure Letter contains a complete list of business interruption plans of Elite and each Purchased Company and a complete list of material interruptions in the technology support of Elite and each Purchased Company that have occurred in the past two (2) years and a description of the source and Elite or such Purchased Company’s responses to such interruption.
Software and Technology. Neither MMG nor MMC owns or licenses any material Software, other than off-the-shelf Software.
Software and Technology. User will not, directly or indirectly: (a) sell, rent, lease, license, sublicense, or otherwise make available the Software or any other Megger IP to any third party; (b) decompile, disassemble, attempt to access the Software’s source code, or reverse engineer the Software or the Equipment, in whole or in part; (c) write or develop any software or otherwise create any derivative works based upon the Software; or (d) use the Software for any unlawful purpose or in an unlawful manner.
Software and Technology. The Corporation has taken commercially reasonable steps and implemented commercially reasonable safeguards to ensure that the IT Systems are substantially free from Harmful Code. The IT Systems are sufficient for the needs of the Corporation’s business, as currently conducted. The IT Systems are in good working condition to effectively perform all computing, information technology and data processing operations necessary for the operation of such business. Except as disclosed in Schedule 3.1(ee)(xi) of the Disclosure Letter, in the three-year period prior to the date of this Agreement, there has been no failure, breakdown or continued substandard performance of any IT System that has caused a material disruption or interruption in or to the operation of any business of the Corporation. The Corporation has taken commercially reasonable steps to provide for the remote-site back-up of data and information critical to the conduct of its business in a commercially reasonable attempt to avoid material disruption to, or material interruption in, the conduct of such business.
Software and Technology. (i) To the knowledge of Moka, except as would not, individually or in the aggregate, reasonably be expected to cause a Material Adverse Change, the computer and data processing systems, facilities and services used by any Moka Corporation are (A) substantially free of any material defects, bugs and errors, and (B) do not contain any disabling codes or instructions, spyware, Trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data or other materials by a Person other than a Moka Corporation wherein any trade secrets, or proprietary information of any Moka Corporation has been disclosed to a third party ("Self-Help Code or Unauthorized Code");
(ii) To the knowledge of Moka, none of the Corporation Software incorporates or is comprised of or distributed with any Publicly Available Software in a manner which (A) requires the distribution of source code in connection with the distribution of such software in object code form; (B) materially limits any Moka Corporation's freedom to seek full compensation in connection with marketing, licensing, and distributing such applications; or (C) allows a user to have the right to decompile, disassemble or otherwise reverse engineer the software by its terms and not by operation of applicable Law. At least one of the Moka Corporations is in actual possession and control of the applicable source code, object code, code writes, notes, documentation, programmers' notes, source code annotations, user manuals and know-how to the extent required for use, distribution, development, enhancement, maintenance and support of each item of material Corporation Software, subject to any licenses granted to third parties therein;
Software and Technology. 4.17.1 The Company is not a party, either as licensee or licensor of Technology, to any Contract which is material to the Business and any other Contracts under which the Company grants or receives any rights to Technology which is material to the Business.
4.17.2 The Company does not own, hold, license or use any Technology that is material in nature and related to the conduct of the Business.
