Terms and Conditions of Services. (a) Unless otherwise agreed by the Parties in writing in advance, (i) Service Provider shall (or shall cause an Additional Provider to) perform the Services in a manner and with the quality and standard of care generally consistent in all material respects with the manner, quality and standard of care used to perform the same or similar services for the WKKC Business or the Kellanova Business, as applicable, during the Baseline Period, and (ii) the Services may not be used by a Service Recipient for any purpose other than the operation of the WKKC Business or the Kellanova Business, as applicable, and consistent with the applicable Schedules. In no event shall the scope of any of the Services required to be performed hereunder exceed that described on the applicable Schedule unless otherwise subsequently agreed in writing in accordance with Section 1.02 and except as otherwise set forth herein. Service Provider shall have no obligation to provide, or cause to be provided, Services to any Person other than Service Recipient unless and only to the extent the Parties otherwise agree in writing. Service Provider shall act under this Agreement solely as an independent contractor and not as an agent or employee of any other Party or any of such Party’s Affiliates; provided, that any Third Party Service Provider may perform applicable Services on behalf of Service Provider in accordance with Section 1.04.
(b) Without limiting Service Provider’s rights or obligations under Section 2.01(a), Service Provider shall have no obligation to (i) provide, or cause to be provided, Services to any Person other than Service Recipient, (ii) make any increase in any volumes, amounts, levels, capacity, or frequencies with respect to the provision of the Services, (iii) engage in any increase or decrease in staffing levels, retention of any particular personnel, purchase of equipment, software, licenses, or license seats, or investments or capital or other expenditures in connection with the Services to be provided under this Agreement, or (iv) provide any Services with respect to any location to which the Services were not being provided as of the date hereof.
(c) Notwithstanding anything to the contrary herein, without Service Provider’s prior written consent, (i) Service Recipients shall not, directly or indirectly, resell to, or permit the use of any of the Services by any other Person (except as permitted by Section 2.05) and (ii) in no event shall Service Recipients, their ...
Terms and Conditions of Services. No variation of these conditions (or of any of the documents referred to herein) shall be valid unless it is in writing and signed by or on behalf of you and us. The terms of these conditions cannot be varied other than by your and our mutual consent. Our consent can only be provided by the [managing director/director/senior manager] and must be evidenced in writing. DEFINITIONS
Terms and Conditions of Services. The Services shall be subject to the terms and conditions set forth herein and in the applicable User Agreement for each PayPal User, including the policies set forth therein. If any terms of this Agreement conflict with the terms and conditions of the applicable User Agreement, then as between PayPal and such PayPal User, the terms of the User Agreement shall govern to the extent of the conflict.
Terms and Conditions of Services. (a) The Service Providers shall provide the Services in a manner consistent with the way they were provided by NantWorks to the Company and its subsidiaries prior to the date of this Agreement and consistent with NantWorks’ provision of such Services for its own business and other portfolio companies, including using substantially the same quality and standard of care (but in no event less than reasonable care). Each Service Provider shall act under this Agreement solely as an independent contractor and not as an agent or employee of any other Party or any of such Party’s Affiliates, provided any Service Provider other than NantWorks shall perform the applicable Services on behalf of NantWorks.
(b) Except as otherwise expressly provided in this Agreement, each of the Company and NantWorks shall retain all right, title and interest in and to their respective Intellectual Property and any and all improvements, modifications and derivative works thereof. NantWorks, for itself and on behalf of its Affiliates, hereby grants to the relevant Receiving Party an irrevocable, perpetual, non-exclusive, royalty-free, non-transferable, non-sublicensable, worldwide right and license to use any materials, data, inventions, works of authorship and other innovations of any kind and all intellectual property rights covering any of the foregoing, including all improvements or modifications to any of the foregoing, that the Service Providers may make, conceive, develop or reduce to practice, alone or jointly with others, in the course of performing the Services, whether or not eligible for patent, copyright, trademark, trade secret or other legal protection. Except as otherwise provided in this Agreement, no Party (or its Affiliates) shall have any rights or licenses with respect to any Intellectual Property of the other Party. All rights and licenses not expressly granted in this Agreement are expressly reserved by the relevant Party. Each Party shall from time to time execute any documents and take any other actions reasonably requested by the other Party to effectuate the intent of this Section 3.01(b).
Terms and Conditions of Services. (a) Unless otherwise agreed by the Parties in writing, (i) the Service Providers shall be required to perform the Services using substantially the same quality, efficiency and standard of care as used in performing such Services during the Reference Period, and (ii) the Services shall be used by the Service Recipients for substantially the same purposes and in substantially the same time, place and manner as the Services have been used during the Reference Period; provided, however, that in no event shall the scope of any of the Services required to be performed hereunder exceed that described on the applicable Schedule. Each Party shall comply with all Laws applicable to the provision and receipt of Services pursuant to this Agreement. In no event shall any Service Provider be required to provide any Service that it reasonably believes does not comply with applicable Law; provided, that Service Provider shall promptly notify Service Recipient of any such Service that it reasonably believes does not comply with applicable Law, and the Parties shall work together to agree upon and implement a commercially reasonable alternative arrangement to provide Service Recipient the intended benefit of the relevant Services in a manner that complies with applicable Law (with all costs associated with implementing and providing such reasonable alternative arrangement to be borne by the Service Recipient). EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES AGREE THAT THE SERVICE PROVIDERS SHALL NOT OWE ANY FIDUCIARY OR OTHER DUTIES (INCLUDING ANY DUTY OF LOYALTY OR DUTY OF CARE) TO THE SERVICE RECIPIENTS IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES TO THE MAXIMUM EXTENT PERMITTED BY LAW.
(b) Notwithstanding anything to the contrary in this Agreement, Service Recipient acknowledges that the Service Provider may be providing services similar to the Services it provides for itself and its Affiliates, and the Service Provider reserves the right to modify the Services to the extent such modifications (i) are applicable to all other recipients of the Services or services similar to the Services or (ii) are reasonably necessary to comply with applicable Law or requirements of Governmental Authorities; provided, that the Service Provider shall provide substantially the same advance notice of such modifications to the Service Recipient as the Service Provider provides to its Affiliates (to the extent legally permissible).
(c) The Service Recipients acknowledge th...
Terms and Conditions of Services. Fidelity will provide the Services to Subscribers upon the following conditions:
Terms and Conditions of Services. In the event the Monthly Fee and/or any other fees or Expenses owed by the Company to MSSI remain unpaid for a period of thirty (30) days from the date of delivery of an invoice with respect thereto, the Company shall pay to MSSI, in addition to such outstanding and unpaid amounts, interest at the rate of two percent (2%) per month (26.82% annualized), which interest is calculated on a daily basis. MSSI shall have the right to withhold and suspend the provision of any services to the Company if any of the accounts rendered by MSSI to the Company remain unpaid for more than sixty (60) days following delivery of any invoices with respect to such accounts to the Company.
Terms and Conditions of Services. The Service Providers shall be required to perform the Services using substantially the same quality and standard of care as was used in performing such Services for the Nant Health Business prior to the Effective Date, but in no event less than reasonable care. Without limiting the generality of the foregoing, the Service Providers shall provide the Services in a manner consistent with the way they were provided by NantWorks to the Company and its subsidiaries prior to the Effective Date and consistent with NantWorks’ provision of such Services for its own business and other portfolio companies. Each Service Provider shall act under this Agreement solely as an independent contractor and not as an agent or employee of any other Party or any of such Party’s Affiliates, provided any Service Provider other than NantWorks shall perform the applicable Services on behalf of NantWorks.
Terms and Conditions of Services. (a) The Service Providers shall be required to perform the Services using substantially the same quality and standard of care as (in a manner consistent with) NantWorks’ or the Company’s provision of such Services, as the case may be, for its own business and its subsidiaries (but in no event less than reasonable care). Each Service Provider shall act under this Agreement solely as an independent contractor and not as an agent or employee of any other Party or any of such Party’s Affiliates, provided any Service Provider (other than NantWorks or the Company) shall perform the applicable Services on behalf of the applicable Party.
Terms and Conditions of Services. The Service Providers shall be required to perform the Services using substantially the same quality and standard of care as is used in performing such Services for their own businesses, but in no event less than commercially reasonable care. Without limiting the generality of the foregoing, the Service Providers shall provide the Services in a manner consistent with NantBio’s provision of such Services for its own business and other portfolio companies. Each Service Provider shall act under this Agreement solely as an independent contractor and not as an agent or employee of any other Party or any of such Party’s Affiliates, provided any Service Provider other than NantBio shall perform the applicable Services on behalf of NantBio.
