Third-Party Offerings Dell may offer Third-Party Products for use with the APEX Service through an online marketplace, or using Dell’s then-current Third-Party Product resale programs (e.g. “Extended Technologies Complete”, “Software & Peripherals (S&P)”). Third-Party Products that Distributor orders from Dell through these resale programs are referred to as “Third-Party Offerings”. Distributor may offer Third-Party Offerings to Reseller to offer to Customer for Customer’s use, at Distributor’s option, if available. If Distributor chooses to offer Third-Party Offerings to Reseller for Reseller to offer to Customer for Customer’s use, Distributor, Reseller, and Customer are responsible for complying with any terms applicable to the Third-Party Offerings, including any separate fees imposed by the provider of that Third-Party Offering (whether payable to Dell or directly to the third-party provider). Distributor agrees to comply with the standard license, services, warranty, indemnity, and support terms of the third-party manufacturer/supplier (or an applicable direct agreement between Distributor and the third-party manufacturer/supplier) for the Third Party Offering. Even if Dell invoices for them, Dell does not provide support services for Third-Party Offerings. Distributor must contact the applicable third-party directly for support. Third-Party Offerings are provided “AS IS”. Any warranty, damages or indemnity claims against Dell for Third-Party Offerings are expressly excluded. Dell may suspend or terminate provision and hosting of any Third- Party Offerings at any time, and that suspension or termination will not be deemed a material change to the APEX Service for the purpose of Clause 3.2 (Material Modifications).
DESCRIPTION OF WEBSITE SERVICES OFFERED The Site is a website interface and companion mobile application which has the following description: A cloud based, website and mobile application interface for tracking events of participants in the USDA CACFP (Child and Adult Care Food Program) and/or SFSP (Summer Food Service Program) to be used by Day Care Homes and Sponsoring Organizations, Child Care Centers and Sponsoring Organizations, At-risk Afterschool Care Centers and Sponsoring Organizations, Adult Day Care Centers and Sponsoring Organizations and Emergency Shelters and Sponsoring Organizations. Any and all visitors to our site and users of the website applications and/or companion mobile application(s) shall be deemed as "users" of the herein contained Services provided for the purpose of this TOS. The user acknowledges and agrees that the Services provided and made available through our website and applications, which may include some mobile applications and that those applications may be made available on various social media networking sites and numerous other platforms and downloadable programs, are the sole property of Genius Programs. At its discretion, Genius Programs may offer additional website Services and/or products, or update, modify or revise any current content and Services, and this Agreement shall apply to any and all additional Services and/or products and any and all updated, modified or revised Services unless otherwise stipulated. Genius Programs does hereby reserve the right to cancel and cease offering any of the aforementioned Services and/or products. You, as the end user acknowledge, accept and agree that Genius Programs shall not be held liable for any such updates, modifications, revisions, suspensions or discontinuance of any of our Services and/or products. Your continued use of the Services provided, after such posting of any updates, changes, and/or modifications shall constitute your acceptance of such updates, changes and/or modifications, and as such, frequent review of this Agreement and any and all applicable terms and policies should be made by you to ensure you are aware of all terms and policies currently in effect. Should you not agree to the updated, revised or modified terms, you must stop using the provided Services forthwith. Furthermore, the user understands, acknowledges and agrees that the Services offered shall be provided "AS IS" and as such Genius Programs shall not assume any responsibility or obligation for the timeliness, missed delivery, deletion and/or any failure to store user content, communication or personalization settings.
Subscription Services We grant You a right to use the Genesys Cloud Service in accordance with this Agreement and the applicable product descriptions found in the Services Order.
Drag-Along Rights (a) Subject to Sections 4.04(g) and 4.05, if a Shareholder (the “Drag-Along Seller”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicable.
Voting Certificates and Block Voting Instructions Each Paying Agent shall, at the request of the Holder of any Bearer Note held in a clearing system, issue Voting Certificates and Block Voting Instructions in a form and manner which comply with the provisions of Schedule 2 (Provisions for Meetings of Noteholders) (except that it shall not be required to issue the same less than forty-eight hours before the time fixed for any Meeting therein provided for) and shall perform and comply with the provisions of Schedule 2 (Provisions for Meetings of Noteholders). Each Paying Agent shall keep a full record of Voting Certificates and Block Voting Instructions issued by it and will give to the Issuer not less than twenty-four hours before the time appointed for any Meeting or adjourned Meeting full particulars of all Voting Certificates and Block Voting Instructions issued by it in respect of such meeting or adjourned Meeting.
