PAYMENT OF LICENCE FEE 4.1 In consideration for the Licence Granted to the Licensee, the Licensee must pay to SAMRO an annual Licence Fee calculated in accordance with the SAMRO Tariff RT, as amended from time to time (“Licence Fee”).
4.2 The Licence Fee is payable annually, in advance, within 30 days (including weekends and public holidays) of the date of invoice.
4.3 The Licence Fee is based on the information provided by the Licensee. The licensee warrants that all information provided to SAMRO is true, correct and up to date.
4.4 XXXXX may amend the Tariff and Licence Fee payable, with 3 (three) months’ prior written notice of any such amendment to the Licensee.
4.5 The Licensee is liable for payment of the amended licence fee from the date that the amended Tariff becomes effective.
4.6 If any increased Licence Fee becomes payable as a result of a change in the manner and extent of the Performance or usage of XXXXX’s Repertoire, the Licensee must forthwith pay the proper proportion of such increased fee from the date of such change in the manner or extent of Performance of music.
4.7 If the amended Licence Fee is less than that which the Licensee previously paid, the pro-rata balance in respect thereof will be set off as a credit against the Licence Fee payable for the next ensuing year or, at the Licensee’s option, refunded.
4.8 XXXXX will have the right, at any time during the subsistence of the Agreement, to reassess and check the Licence Fee payable by the Licensee and the parameters upon which the Licence Fee is payable.
Xxxxx of License Georgia Institute of Technology shall grant the Student a limited, nonexclusive, nontransferable and revocable license to use and occupy an assigned space in a Georgia Institute of Technology facility in accordance with the terms and conditions of this Contract (the “License”). The parties to this Contract do not intend that an estate, a tenancy or any other interest in property should pass from Georgia Institute of Technology to Student. Instead, it is the intention of the parties that the relationship between Georgia Institute of Technology and Student be that of licensor and licensee and the sole right of Student to use the assigned space as a living unit shall be based upon the License granted in this Contract.
Termination of License 3.2.1 The Bank shall have, in the event of the Customer’s breach of or default under this Agreement and/ or the Bank being of the view that the Customer is not co-operating and/or complying with the terms and conditions of this Agreement, a right to terminate this Agreement and the license granted hereunder, after issuing to the Customer a prior written notice of not less than 3 (three) months by registered post or speed post (and also by (i) email where email id of the Customer is available; and (ii) SMS and/or WhatsApp where the mobile phone number of the Customer is available) (“Termination Notice”).
3.2.2 Upon receipt of the Termination Notice, the Licensor shall forthwith and before the end of the notice period stipulated under the Termination Notice surrender and vacate the Locker and handover the keys, password or any other identification mechanism and documents provided by the Bank for opening of the Locker, to the Bank.
Licence Fee The Licensee must pay the Licence Fee to the School Council:
(a) at the School Council’s address specified in Item 15 of Schedule 1 (or to any other address as the School Council notifies the Licensee by Notice from time to time); and
(b) without demand by the School Council at the times and in the manner set out in Item 7 of Schedule 1 (or at such other times or in such other manner as the School Council notifies the Licensee by Notice from time to time).
Licence Fees 4.1 In consideration of the licences and authorisations granted under this Agreement, the Licensee will pay to ICE the Licence Fees for the Term in advance, in Euro.
4.2 The Licence Fees shall be payable online by debit/credit card via ICE’s designated payment provider, Stripe Payments Europe, Ltd and its affiliates (please see ICE’s Privacy Policy for further information). For the avoidance of doubt, this Agreement shall not come into force until the Licensee has paid the Licence Fees.
4.3 The Licence Fees are non-refundable and recoupable against the usage limit(s) and revenue cap(s) set out in the Cover Sheet during the Term. For the purposes of calculating recoupment, each Stream / Download / Subscriber Month on a Licensed Service in a Tier 2 country will count as 0.5, while each Stream / Download / Subscriber Month in a Tier 1 country will count as 1.
4.4 Where it is necessary for the Licensee to exchange the currency of an amount into Euro for the purpose of the revenue cap(s) in the Cover Sheet or the sum set out in clause 4.8, the exchange rate used will be the average exchange rate for the Term as published in the European Central Bank Monthly statistics bulletin.
4.5 The Licensee may at any time during the Term purchase a licence for additional Licensed Services online via ICE’s website. The licence for the additional Licensed Services purchased shall commence once the Licence Fees have been paid for such additional Licensed Services.
4.6 The Licensee shall notify ICE immediately if the maximum usage limits in Band 16 in any one Licensed Service are exceeded. If the maximum usage limits are exceeded, this Agreement shall terminate, and the Licensee shall contact ICE to discuss the appropriate licence applicable to the Licensee.
4.7 The Licensee shall notify ICE immediately (by email to xxxxxxxxx@xxxxxxxxxxx.xxx) if the Licensee’s usage of any of the Licensed Services exceeds the limits stated in the Cover Sheet, so that the amount the Licensee pays as Licence Fees may be adjusted accordingly.
4.8 The Licensee shall notify ICE if the Gross Revenue from the Licensed Service(s) exceeds the sum of EUR 250,000 (excluding the applicable Sales Tax) per annum. In such circumstances, this Agreement shall terminate, and the Licensee shall contact ICE to discuss the appropriate licence applicable to the Licensee.
4.9 The Licence Fees set out in this Agreement are combined fees for the licensing of the Mechanical Rights and the corresponding Performing Rights for each Repertoire Work and any other rights that are expressly granted to the Licensee hereunder, including (in accordance with established industry practice) for shares in Musical Works that are under copyright control or unmatched works (or a portion thereof) used on the Licensed Services, applying a consistent approach to ICE’s other licensees that operate services similar to those of the Licensee in the applicable period.
4.10 The Rights Holders confirm and warrant that ICE is authorised to receive all payments under this Agreement on behalf of the Rights Holders. Accordingly, the Licensee will pay to ICE Licence Fees and any other payments falling due under this Agreement in consideration of the licences and authorisations granted under this Agreement.
4.11 The Licensee will pay its own bank charges on transfers of sums payable to ICE.
4.12 All licence fees and payments referred to in this Agreement are subject to any applicable Sales Tax, which the Licensee will pay to ICE at the rate or rates from time to time in force on any sums payable under this Agreement.
4.13 Except as expressly set out in this Agreement, no deduction in respect of any tax, or any other deduction or set-off of whatsoever nature, will be made in calculating or paying any sum due under this Agreement.
4.14 The Licensee may be required by the national tax regulations applicable to the Licensee to retain a withholding tax on Licence Fees and to pay any such retained withholding tax to the competent tax authorities, if applicable. Save where restricted by national tax regulations applicable to the Licensee, if any such withholding is required, the Licensee shall, when making the payment to ICE to which the withholding tax relates, pay to ICE such additional amount as will ensure that ICE receives the same total amount that it would have received if no such withholding had been required.
Termination of Licenses Subject to Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR), all licences granted pursuant to Clause 33 (Intellectual Property Rights) (other than those granted pursuant to Clause 33.6 (Third Party IPR) and 33.7 (Licence granted by the Customer)) shall survive the Call Off Expiry Date. The Supplier shall, if requested by the Customer in accordance with Call Off Schedule 9 (Exit Management), grant (or procure the grant) to the Replacement Supplier of a licence to use any Supplier Background IPR and/or Third Party IPR on terms equivalent to those set out in Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR) subject to the Replacement Supplier entering into reasonable confidentiality undertakings with the Supplier. The licence granted pursuant to Clause 33.7 (Licence granted by the Customer ) and any sub-licence granted by the Supplier in accordance with Clause 33.7.1 (Licence granted by the Customer) shall terminate automatically on the Call Off Expiry Date and the Supplier shall: immediately cease all use of the Customer Background IPR and the Customer Data (as the case may be); at the discretion of the Customer, return or destroy documents and other tangible materials that contain any of the Customer Background IPR and the Customer Data, provided that if the Customer has not made an election within six months of the termination of the licence, the Supplier may destroy the documents and other tangible materials that contain any of the Customer Background IPR and the Customer Data (as the case may be); and ensure, so far as reasonably practicable, that any Customer Background IPR and Customer Data that are held in electronic, digital or other machine-readable form ceases to be readily accessible from any computer, word processor, voicemail system or any other device of the Supplier containing such Customer Background IPR and/or Customer Data. The Supplier shall, during and after the Call Off Contract Period, on written demand, indemnify the Customer against all Losses incurred by, awarded against, or agreed to be paid by the Customer (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: procure for the Customer the right to continue using the relevant item which is subject to the IPR Claim; or replace or modify the relevant item with non-infringing substitutes provided that: the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; the replaced or modified item does not have an adverse effect on any other Goods and/or Services; there is no additional cost to the Customer; and the terms and conditions of this Call Off Contract shall apply to the replaced or modified Goods and/or Services. If the Supplier elects to procure a licence in accordance with Clause 33.9.2(a) or to modify or replace an item pursuant to Clause 33.9.2(b), but this has not avoided or resolved the IPR Claim, then: the Customer may terminate this Call Off Contract by written notice with immediate effect; and without prejudice to the indemnity set out in Clause 33.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute goods and/or services including the additional costs of procuring, implementing and maintaining the substitute items.
Termination of License Agreement This Agreement will terminate automatically in the event that the License Agreement is terminated, provided that prior to such termination of this Agreement becoming effective, the Parties shall cooperate to wind down the activities being conducted hereunder as set forth in Section 15.5(b).
Term of License The license granted to the Engineer by this article shall terminate at the end of the term specified in Article 2 of this contract.
Indemnification of Licensee Subject to Section 9.3 below, TeneoBio agrees to indemnify, hold harmless and defend Licensee, its Affiliates and their respective directors, officers, employees and agents (each, a “Licensee Indemnitee”) from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) payable to unaffiliated Third Parties, incurred by Licensee Indemnitees in connection with any and all suits, investigations, claims or demands of a Third Party (collectively, “Third Party Claims”) (A) alleging the use by TeneoBio of UniRat to generate the Antibodies infringed or misappropriated such Third Party’s intellectual property rights, (B) to the extent arising out of the breach by TeneoBio of any of its representations, warranties or covenants set forth in this Agreement or (C) to the extent arising out of the gross negligence or willful misconduct of any TeneoBio Indemnitee. Notwithstanding anything to the contrary herein, in no event shall TeneoBio be obligated to indemnify Licensee Indemnitees for any Third Party Claims to the extent such Third Party Claims would be subject to indemnification by Licensee pursuant to Section 9.2(b) or (c).
Scope of License You are only permitted to use the Software on supported Apple mobile or hardware devices that you own or control as permitted by the Usage Rules set forth in the App Store Terms of Service.
