XXXXXXXX INFORMATION. (a) The furnishing to Distributor of the XxxXxxxx Information is conditioned upon strict compliance with the provisions of this Agreement, the applicable policies of the Sources, and with all local, state and federal regulations which might pertain to the use of the XxxXxxxx Information. It shall be the sole responsibility of Distributor to confirm with the applicable Sources whether or not all of the XxxXxxxx Information may be distributed by Distributor to its Subscribers. S&P XxxXxxxx, Inc. may discontinue provision of the XxxXxxxx Information hereunder, without notice, whenever the terms of its agreements with the Sources require such discontinuance, or if in its reasonable judgment S&P XxxXxxxx, Inc. finds a breach by Distributor of any of the provisions of this Agreement. (b) Neither S&P XxxXxxxx, Inc., nor any of its affiliates, nor any Sources make any express or implied warranties (including, without limitation, any warranty of merchantability or fitness for a particular purpose or use). Neither S&P XxxXxxxx, Inc., any of its affiliates, or any Sources warrant that the XxxXxxxx information will be uninterrupted or error-free. Distributor expressly agrees that its use and distribution of the XxxXxxxx Information and its use of the XxxXxxxx Equipment is at the sole risk of Distributor and its Subscribers. S&P XxxXxxxx, Inc., its affiliates, and all Sources involved in creating or providing the XxxXxxxx Information will in no way be liable to Distributor or any of its Subscribers for any inaccuracies, errors or omissions, regardless of cause, in the XxxXxxxx Information or for any defects or failures in the XxxXxxxx Equipment, or for any damages (whether direct or indirect, or consequential, punitive or exemplary) resulting therefrom. The liability of S&P XxxXxxxx, Inc. and its affiliates in any and all categories, whether arising from contract, warranty, negligence, or otherwise shall, in the aggregate, in no event exceed one month's XxxXxxxx Information Delivery Fee. (c) Distributor agrees that it shall not display the XxxXxxxx Information in the Distributor Service without a prominent notice indicating that the XxxXxxxx Information is being displayed on a minimum fifteen (15) minute delayed basis. (d) Distributor also agrees to include S&P Xxxxxxxx'x Terms and Condition of Use, a copy of which is attached hereto as Exhibit E, within the Distributor Service in a manner which alerts Subscribers of the applicability thereof. (e) Distributor shall clearly and prominently identify S&P XxxXxxxx as the source of the XxxXxxxx Information by display of the S&P XxxXxxxx logo (the "Logo") in a manner to be agreed to by the parties. Distributor shall also create a hypertext or other computer link from the Logo to the S&P XxxXxxxx site on the World Wide Web. (f) Distributor represents and warrants that it has and will employ adequate security procedures to prevent the unauthorized access to the XxxXxxxx Information or corruption of the XxxXxxxx Information. (g) Distributor agrees to indemnify and hold S&P XxxXxxxx, Inc. and its affiliates harmless from and against any and all losses, damages, liabilities, costs, charges and expenses, including reasonable attorneys' fees, arising out of: (i) any liability of S&P XxxXxxxx, Inc. to any Subscriber where Distributor has failed to include the Terms and Conditions of Use in the Distributor Service pursuant to Section 3(d) above; or (ii) any breach or alleged breach on the part of Distributor or any Subscribers with respect to its/their obligations to obtain prior approvals from appropriate Sources and to comply with any applicable conditions, restrictions or limitations imposed by any Source. (h) S&P XxxXxxxx, Inc. represents that it has the rights and licenses necessary to transmit the XxxXxxxx Information to Distributor, and that to the best of S&P XxxXxxxx, Inc.'s knowledge, the license granted to Distributor hereunder does not infringe any proprietary right or any third party right at common law or any statutory copyright. (i) S&P XxxXxxxx, Inc. shall deliver the XxxXxxxx Information to Distributor at the site(s) set forth in Exhibit C or at such other locations as Distributor may designate within the continental United States or Canada.
Appears in 2 contracts
Samples: License Agreement (Media888 Inc), License Agreement (Media888 Inc)
XXXXXXXX INFORMATION. (a) The furnishing to Distributor of the XxxXxxxx Information is conditioned upon strict compliance with the provisions of this Agreement, the applicable policies of the Sources, and with all local, state and federal regulations which might pertain to the use of the XxxXxxxx Information. It shall be the sole responsibility of Distributor to confirm with the applicable Sources whether or not all of the XxxXxxxx Information may be distributed by Distributor to its Subscribers. S&P XxxXxxxx, Inc. may discontinue provision of the XxxXxxxx Information hereunder, without notice, whenever the terms of its agreements with the Sources require such discontinuance, or if in its reasonable judgment S&P XxxXxxxx, Inc. finds a breach by Distributor of any of the provisions of this Agreement.
(b) Neither S&P XxxXxxxx, Inc., nor any of its affiliates, nor any Sources make any express or implied warranties (including, without limitation, any warranty of merchantability or fitness for a particular purpose or use). Neither S&P XxxXxxxx, Inc., any of its affiliates, or any Sources warrant that the XxxXxxxx information will be uninterrupted or error-free. Distributor expressly agrees that its use and distribution of the XxxXxxxx Information and its use of the XxxXxxxx Equipment is at the sole risk of Distributor and its Subscribers. S&P XxxXxxxx, Inc., its affiliates, and all Sources involved in creating or providing the XxxXxxxx Information will in no way be liable to Distributor or any of its Subscribers for any inaccuracies, errors or omissions, regardless of cause, in the XxxXxxxx Information or for any defects or failures in the XxxXxxxx Equipment, or for any damages (whether direct or indirect, or consequential, punitive or exemplary) resulting therefrom. The liability of S&P XxxXxxxx, Inc. and its affiliates in any and all categories, whether arising from contract, warranty, negligence, or otherwise shall, in the aggregate, in no event exceed one month's XxxXxxxx Information Delivery Fee.
(c) Distributor agrees that it shall not display the XxxXxxxx Information in the Distributor Service without a prominent notice indicating that the XxxXxxxx Information is being displayed on a minimum fifteen (15) minute delayed basis.
(d) Distributor also agrees to include S&P Xxxxxxxx'x XxxXxxxx'x Terms and Condition of Use, a copy of which is attached hereto as Exhibit E, within the Distributor Service in a manner which alerts Subscribers of the applicability thereof.
(e) Distributor shall clearly and prominently identify S&P XxxXxxxx as the source of the XxxXxxxx Information by display of the S&P XxxXxxxx logo (the "Logo") in a manner to be agreed to by the parties. Distributor shall also create a hypertext or other computer link from the Logo to the S&P XxxXxxxx site on the World Wide Web.
(f) Distributor represents and warrants that it has and will employ adequate security procedures to prevent the unauthorized access to the XxxXxxxx Information or corruption of the XxxXxxxx Information.
(g) Distributor agrees to indemnify and hold S&P XxxXxxxx, Inc. and its affiliates harmless from and against any and all losses, damages, liabilities, costs, charges and expenses, including reasonable attorneys' fees, fees ("Claims") arising out of: (i) any liability of S&P XxxXxxxx, Inc. to any Subscriber where Distributor has failed to include the Terms and Conditions of Use in the Distributor Service pursuant to Section 3(d) above; or (ii) any breach or alleged breach on the part of Distributor or any Subscribers with respect to its/their obligations to obtain prior approvals from appropriate Sources and to comply with any applicable conditions, restrictions or limitations imposed by any Source.
(h) S&P XxxXxxxx, Inc. represents that it has the rights and licenses necessary to transmit the XxxXxxxx Information to Distributor, and that to the best of S&P XxxXxxxx, Inc.'s knowledge, the license granted to Distributor hereunder does not infringe any proprietary right or any third party right at common law or any statutory copyright. S&P XxxXxxxx shall indemnify and hold Distributor harmless with respect to any Claims that Distributor's authorized use of the S&P XxxXxxxx Service infringes or violates the copyright or other proprietary right of any third party. Distributor shall be required to promptly notify S&P of any such claim and shall provide S&P with reasonable assistance in defending such claim.
(i) S&P XxxXxxxx, Inc. shall deliver the XxxXxxxx Information to Distributor at the site(s) set forth in Exhibit C or at such other locations as Distributor may designate within the continental United States or Canada.
Appears in 1 contract
XXXXXXXX INFORMATION. (a) The furnishing to Distributor of the XxxXxxxx Information is conditioned upon strict compliance with the provisions of this Agreement, the applicable policies of the Sources, and with all local, state and federal regulations which might pertain to the use of the XxxXxxxx Information. It shall be the sole responsibility of Distributor to confirm with the applicable Sources whether or not all of the XxxXxxxx Information may be distributed by Distributor to its Subscribers. S&P XxxXxxxx, Inc. may discontinue provision of the XxxXxxxx Information hereunder, without notice, whenever the terms of its agreements with the Sources require such discontinuance, or if in its reasonable judgment S&P XxxXxxxx, Inc. finds a breach by Distributor of any of the provisions of this Agreement.
(b) Neither S&P XxxXxxxx, Inc., nor any of its affiliates, nor any Sources make any express or implied warranties (including, without limitation, any warranty of merchantability or fitness for a particular purpose or use). Neither S&P XxxXxxxx, Inc., any of its affiliates, or any Sources warrant that the XxxXxxxx information will be uninterrupted or error-free. Distributor expressly agrees that its use and distribution of the XxxXxxxx Information and its use of the XxxXxxxx Equipment is at the sole risk of Distributor and its Subscribers. S&P XxxXxxxx, Inc., its affiliates, and all Sources involved in creating or providing the XxxXxxxx Information will in no way be liable to Distributor or any of its Subscribers for any inaccuracies, errors or omissions, regardless of cause, in the XxxXxxxx Information or for any defects or failures in the XxxXxxxx Equipment, or for any damages (whether direct or indirect, or consequential, punitive or exemplary) resulting therefrom. The liability of S&P XxxXxxxx, Inc. and its affiliates in any and all categories, whether arising from contract, warranty, negligence, or otherwise shall, in the aggregate, in no event exceed one month's XxxXxxxx Information Delivery Fee.
(c) Distributor agrees that it shall not display the XxxXxxxx Information in the Distributor Service without a prominent notice indicating that the XxxXxxxx Information is being displayed on a minimum fifteen (15) minute delayed basis.
(d) Distributor also agrees to include S&P Xxxxxxxx'x Terms and Condition of Use, a copy of which is attached hereto as Exhibit E, within the Distributor Service in a manner which alerts Subscribers of the applicability thereof.
(e) Distributor shall clearly and prominently identify S&P XxxXxxxx as the source of the XxxXxxxx Information by display of the S&P XxxXxxxx logo (the "Logo") in a manner to be agreed to by the parties. Distributor shall also create a hypertext or other computer link from the Logo to the S&P XxxXxxxx site on the World Wide Web.
(f) Distributor represents and warrants war-rants that it has and will employ adequate security procedures to prevent the unauthorized access to the XxxXxxxx Information information or corruption of the XxxXxxxx Information.
(g) Distributor agrees to indemnify and hold S&P XxxXxxxx, Inc. and its affiliates harmless from and against any and all losses, damages, liabilities, costs, charges and expenses, including reasonable attorneys' fees, arising out of: of (i) any liability of S&P XxxXxxxx, Inc. to any Subscriber where Distributor has failed to include the Terms and Conditions of Use in the Distributor Service pursuant to Section 3(d) above; or (ii) any breach or alleged breach on the part of Distributor or any Subscribers with respect to its/their obligations to obtain prior approvals from appropriate Sources and to comply with any applicable conditions, restrictions or limitations imposed impose by any Source.
(h) S&P XxxXxxxx, Inc. represents that it has the rights and licenses necessary to transmit the XxxXxxxx Information to Distributor, and that to the best of S&P XxxXxxxx, Inc.'s knowledge, the license granted to Distributor hereunder does not infringe any proprietary right or any third party right at common law or any statutory copyright.
(i) S&P XxxXxxxx, Inc. shall deliver the XxxXxxxx Information to Distributor at the site(s) set forth in Exhibit C or at such other locations as Distributor may designate within the continental United States or Canada.
Appears in 1 contract
Samples: License Agreement (Ubrandit Com)
XXXXXXXX INFORMATION. (a) The furnishing to Distributor of the XxxXxxxx Information is conditioned upon strict compliance with the provisions of this Agreement, the applicable policies of the Sources, and with all local, state and federal regulations which might pertain to the use of the XxxXxxxx Information. It shall be the sole responsibility of Distributor to confirm with the applicable Sources whether or not all of the XxxXxxxx Information may be distributed by Distributor to its Subscribers. S&P XxxXxxxx, Inc. may discontinue provision of the XxxXxxxx Information hereunder, (i) without notice, whenever the terms of its agreements with the Sources require such discontinuance, or (ii) if in its reasonable judgment S&P XxxXxxxx, Inc. finds a breach by Distributor of any of the provisions of this AgreementAgreement which is not cured by Distributor within five (5) days of receipt of written notice of such breach from S&P Xxxxxxxx, Inc., unless the provisions contained in SPC's agreements with its third party information providers require more immediate termination.
(b) Neither S&P XxxXxxxx, Inc., nor any of its affiliates, nor any Sources make any express or implied warranties (including, without limitation, any warranty of merchantability or fitness for a particular purpose or use). Neither S&P XxxXxxxx, Inc., any of its affiliates, or any SF1:553522.2 [*] Indicates that certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Sources warrant that the XxxXxxxx information will be uninterrupted or error-free. Distributor expressly agrees that its use and distribution of the XxxXxxxx Information and its use of the XxxXxxxx Equipment is at the sole risk of Distributor and its Subscribers. S&P XxxXxxxx, Inc., its affiliates, and all Sources involved in creating or providing the XxxXxxxx Information will in no way be liable to Distributor or any of its Subscribers for any inaccuracies, errors or omissions, regardless of cause, in the XxxXxxxx Information or for any defects or failures in the XxxXxxxx Equipment, or for any damages (whether direct or indirect, or consequential, punitive or exemplary) resulting therefrom. The liability of S&P XxxXxxxx, Inc. and its affiliates in any and all categories, whether arising from contract, warranty, negligence, or otherwise shall, in the aggregate, in no event exceed one month's XxxXxxxx Information Delivery Fee.
(c) Distributor agrees that it shall not display the XxxXxxxx Information in the Distributor Service without a prominent notice indicating that the XxxXxxxx Information is being displayed on a minimum fifteen (15) minute delayed basis.
(d) Distributor also agrees to include S&P Xxxxxxxx'x Terms and Condition of Use, a copy of which is attached hereto as Exhibit E, within the Distributor Service in a manner which alerts Subscribers of the applicability thereof.
(e) Distributor shall clearly and prominently identify S&P XxxXxxxx as the source of the XxxXxxxx Information information by display of the S&P XxxXxxxx logo (the "Logo") in a manner to be agreed to by the parties. Distributor shall also create a hypertext or other computer link from the Logo to the S&P XxxXxxxx site on the World Wide Web.
(f) Distributor represents and warrants that it has and will employ adequate security procedures to prevent the unauthorized access to the XxxXxxxx Information or corruption of the XxxXxxxx Information.
(g) Distributor agrees to indemnify and hold S&P XxxXxxxx, Inc. and its affiliates harmless from and against any and all losses, damages, liabilities, costs, charges and expenses, including reasonable attorneys' attorneys fees, arising out of: (i) any liability of S&P XxxXxxxx, Inc. to any Subscriber where Distributor has failed to include the Terms and Conditions of Use in the Distributor Service pursuant to Section 3(d) above; or (ii) any breach or alleged breach on the part of Distributor or any Subscribers with respect to its/their obligations to obtain prior approvals from appropriate Sources and to comply with any applicable conditions, restrictions or limitations imposed by any Source.
(h) S&P XxxXxxxx, Inc. represents that it (i) has the rights and licenses necessary to transmit the XxxXxxxx Information to Distributor, and (ii) that to the best of S&P XxxXxxxx, Inc.'s knowledge, the license granted to Distributor hereunder does hereunder, including Xxxxxxxx Information, Xxxxxxxx Equipment and all software or hardware related thereto, if supplied by S&P Xxxxxxxx, Inc., shall not infringe any U.S. patent, trademark, copyright or other intellectual property, proprietary right or any third party right at common law right; and (iii) that the Xxxxxxxx Equipment, the Xxxxxxxx Information and any software or hardware, supplied by S&P Xxxxxxxx, Inc., related thereto do not and will not contain any statutory copyrightviruses and time bombs. SF1:553522.2 [*] Indicates that certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(i) S&P XxxXxxxx, Inc. shall deliver the XxxXxxxx Information to Distributor at the site(s) set forth in Exhibit C or at such other locations as Distributor may designate within the continental United States or Canada.
Appears in 1 contract
Samples: License Agreement (Ask Jeeves Inc)
XXXXXXXX INFORMATION. (a) The furnishing to Distributor of the XxxXxxxx Information is conditioned upon strict compliance with the provisions of this Agreement, the applicable policies of the Sources, and with all local, state and federal regulations which might pertain to the use of the XxxXxxxx Information. It shall be the sole responsibility of Distributor to confirm with the applicable Sources whether or not all of the XxxXxxxx Information may be distributed by Distributor to its Subscribers. S&P XxxXxxxx, Inc. may discontinue provision of the XxxXxxxx Information hereunder, without notice, whenever the terms of its agreements with the Sources require such discontinuance. Notwithstanding the above, or if in its reasonable judgment S&P XxxXxxxx, Inc. finds a breach by Distributor of any of the provisions of this Agreement., S&P XxxXxxxx shall give Distributor at least thirty (30) days notice and an opportunity to cure such breach during that thirty (30) days before discontinuance..
(b) Neither S&P XxxXxxxx, Inc., nor any of its affiliates, nor any Sources make any express or implied warranties (including, without limitation, any warranty of merchantability or fitness for a particular purpose or use). Neither S&P XxxXxxxx, Inc., any of its affiliates, or any Sources warrant that the XxxXxxxx information will be uninterrupted or error-free. However, if, due to issues within the control of S&P XxxXxxxx, Inc. the feed becomes interrupted for a substantial period of time or the data has material errors and stands uncorrected for a substantial period of time ("substantial" and "material" to be interpreted using a reasonability approach, however at a minimum "substantial" constitutes 8 consecutive market hours), then Distributor may terminate the Agreement without further liability. Distributor expressly agrees that its use and distribution of the XxxXxxxx Information and its use of the XxxXxxxx Equipment is at the sole risk of Distributor and its Subscribers. S&P XxxXxxxx, Inc., its affiliates, and all Sources involved in creating or providing the XxxXxxxx Information will in no way be liable to Distributor or any of its Subscribers for any inaccuracies, errors or omissions, regardless of cause, in the XxxXxxxx Information or for any defects or failures in the XxxXxxxx Equipment, or for any damages (whether direct or indirect, or consequential, punitive or exemplary) resulting therefrom. The liability of S&P XxxXxxxx, Inc. and its affiliates in any and all categories, whether arising from contract, warranty, negligence, or otherwise shall, in the aggregate, in no event exceed one month's XxxXxxxx Information Delivery Fee.
(c) Prior to commencing distribution of the SPC Information to any Subscriber who's receiving continuously updated real-time information, Distributor shall enter into a written subscription agreement with each such Subscriber. The form of any such agreement shall be subject to the prior review and written approval of SPC and shall include provisions to the effect that each Subscriber:
(i) agrees that SPC and the Sources shall have no liability for the accuracy or completeness of the SPC Information or for delays, interruptions, or omissions therein;
(ii) agrees not to use or permit anyone to use the SPC Information for any unlawful purpose;
(iii) agrees that the SPC Information is to be used solely for the internal use of the Subscriber and its employees and not for redistribution to any other person or entity, including but not limited to, any entity which is not wholly-owned by the Subscriber; provided, however, that "internal use" shall be deemed to include use by third parties with whom the Subscriber share but to whom Subscriber does not sell or beneficially provide the SPC Information, provided that usage by such third parties constitutes an integral and inseparable part of the Subscriber's business;
(iv) agrees that its arrangement with Distributor for receipt of the SPC Information is subject to termination in the event that this Agreement between Distributor and SPC is terminated for any reason;
(v) agrees, where applicable, to make application for receipt of the SPC Information from each and every Source prior to commencing receipt of the SPC Information and agrees to comply with any conditions, restrictions or limitations imposed by any of the Sources, including paying all such fees or charges as such Sources may impose either directly or through SPC or Distributor; and
(vi) acknowledges that the Sources described in the preceding paragraph may have the right to terminate provision of the SPC Information to Subscriber with or without notice and that neither any such Source, SPC nor Distributor shall have any liability in connection therewith.
(d) Distributor agrees that it shall not display the XxxXxxxx Information in the Distributor Service without a prominent notice indicating that the XxxXxxxx Information is being displayed on a minimum fifteen (15) minute delayed basis, except for where real-time information is displayed.
(de) Distributor also agrees to include S&P Xxxxxxxx'x Terms and Condition of Use, a copy of which is attached hereto as Exhibit E, within the Distributor Service in a manner which alerts Subscribers of the applicability thereof.
(ef) Distributor shall clearly and prominently identify S&P XxxXxxxx as the source of the XxxXxxxx Information by display of the S&P XxxXxxxx logo (the "Logo") in a manner to be agreed to by the parties. Distributor shall also create a hypertext or other computer link from the Logo to the S&P XxxXxxxx site on the World Wide Web.
(fg) Distributor represents and warrants that it has and will employ adequate security procedures to prevent the unauthorized access to the XxxXxxxx Information or corruption of the XxxXxxxx Information.
(gh) Distributor agrees to indemnify and hold S&P XxxXxxxx, Inc. and its affiliates harmless from and against any and all losses, damages, liabilities, costs, charges and expenses, including reasonable attorneys' fees, arising out of: (i) any liability of S&P XxxXxxxx, Inc. to any Subscriber where Distributor has failed to include the Terms and Conditions of Use in the Distributor Service pursuant to Section 3(d) above; , or (ii) any breach or alleged breach on the part of Distributor or any Subscribers users with respect to its/their obligations to obtain prior approvals from appropriate Sources and to comply with any applicable conditions, restrictions or limitations imposed by any Source.
(hi) S&P XxxXxxxx, Inc. represents that it has the rights and licenses necessary to transmit the XxxXxxxx Information to Distributor, and that to the best of S&P XxxXxxxx, Inc.'s knowledge, the license granted to Distributor hereunder does not infringe any proprietary right or any third party right at common law or any statutory copyright.
(ij) S&P XxxXxxxx, Inc. shall deliver the XxxXxxxx Information to Distributor at the site(s) set forth in Exhibit C or at such other locations as Distributor may designate within the continental United States or Canada.
Appears in 1 contract
