Your Obligations. You will: (a) at all times throughout the duration of the terms of this Exhibit ensure that all publicity, signage, and/or promotional material you issue, or have issued on your behalf, in respect of or in connection with the EMV PSP Service complies in all respects with the Codes of Practice and includes information which will enable the Service User to ascertain prior to use the charge which is payable for the purchase of the Offering. You will not in any publicity or other promotional activity state or imply any approval by NCR Voyix or its third-party suppliers of the Offering in any way without the prior written approval of a duly authorized officer of NCR Voyix or its third-party suppliers, as applicable; (b) ensure that before you make the Offering available to the Service User all such rights, authorizations, licenses, exemptions, consents and permissions have been obtained or granted and all such requirements of law or of any other competent authority or public body have been complied with as are necessary or prudent in connection with the Offering. You will at all times throughout the duration of the terms of this Exhibit maintain in full force and effect all such rights, authorizations, licenses, consents and permissions and comply with all such requirements; (c) provide to NCR Voyix such assistance and/or information as NCR Voyix or its third- party supplier may from time to time reasonably demand in order to comply with all or any requirements and conditions at any time and from time to time imposed by applicable law or regulation with respect to the EMV PSP Service; (d) undertake not to disconnect or interfere with the operation of the Terminals or the EMV PSP Service and will use your best efforts to prevent such disconnection or interference by a third party except where explicitly agreed in writing between NCR Voyix and you; (e) report to NCR Voyix any abuse or threatened abuse or loss of the EMV PSP Service or any factors affecting the performance of the EMV PSP Service as soon as practicable after you become aware of such abuse, loss or performance factors; (f) not use the EMV PSP Service in any manner whatsoever which constitutes a violation of any applicable law or regulation or which may cause NCR Voyix or its third-party supplier to be subject to any investigation, prosecution or legal action. NCR Voyix reserves the right to terminate this Exhibit or the Agreement with immediate effect in the event that you breach this subsection (f); (g) except where otherwise agreed between the parties in writing, be responsible for the installation of the EMV PSP Service, which without limiting the foregoing, will include you setting up a Merchant Account with an approved Merchant Acquiring Bank, the linking of all Terminals to the Public System and the provision, installation and maintenance of a suitable method for delivering the Card information to the EMV PSP Service and thereafter the maintenance of all links and any costs associated with the foregoing; and acknowledge that NCR Voyix and its third-party suppliers do not have access to your Merchant Account and that it is therefore your responsibility to reconcile the payments and debits being made into your Merchant Account with the Transactions and/or Refunds processed by the EMV PSP Service in connection with the Service. In the event that you identify a discrepancy you must notify NCR Voyix as soon as reasonably practical. NCR Voyix and its third-party suppliers will have no liability for discrepancies which have occurred more than 14 days prior to the date any such problem is notified to them.
Appears in 45 contracts
Samples: Merchant Agreement, Merchant Agreement, Merchant Agreement
Your Obligations. Save as permitted under Clause 3, You will: (a) at all times throughout have no other rights to use the duration of the terms of this Exhibit Development Data. You will provide technological and security measures to ensure that all publicity, signage, and/or promotional material you issue, Development Data which You or have issued sub-contractors acting on your behalf, in respect of Your behalf hold or in connection with the EMV PSP Service complies in all respects with the Codes of Practice are responsible for is physically and includes information which will enable the Service User to ascertain prior to electronically secure from unauthorised use the charge which is payable for the purchase of the Offeringor access. You will ensure that You (and any sub-contractor acting on Your behalf) observe the restrictions on the use of the Development Data set out in this Licence. You shall not infringe or breach the intellectual property rights in the Development Data and you shall also notify Us as soon as You become aware of, or suspect, any publicity infringement or other promotional activity state breach by You or imply any approval by NCR Voyix or its third-other third party suppliers of the Offering intellectual property rights in the Development Data. You agree to co-operate and give Us and/or OS all reasonable assistance in pursuing or dealing with any way without such infringement or breach. You agree not to tamper with or remove any copyright, trade mark, trade mark symbol or other proprietary notices contained in the prior written approval of a duly authorized officer of NCR Voyix Development Data. You shall not be entitled to assign, transfer or its third-party suppliers, as applicable; (b) ensure that before you make the Offering available to the Service User all such rights, authorizations, licenses, exemptions, consents novate rights and permissions have been obtained or granted and all such requirements of law or of any other competent authority or public body have been complied with as are necessary or prudent in connection with the Offeringobligations under this Licence. You will at ensure that You and any third parties acting on Your behalf show and prominently display the appropriate intellectual property right acknowledgement on all times throughout the duration Development Data and/or products and/or services. Without limiting Clause 4.1, You are not licensed to: pass any of the terms Development Data to any third party not directly involved in the development, evaluation, testing or demonstration (as defined in Clause 3.2) of this Exhibit maintain in full force and effect all such rightsproducts and/or services; or use the Development Data to recreate any of OS’s products, authorizations, licenses, consents and permissions and comply with all any part of such requirements; (c) provide to NCR Voyix such assistance and/or information as NCR Voyix or its third- party supplier may from time to time reasonably demand in order to comply with all products or any requirements and conditions at similar or substantially equivalent products; or commercially exploit, sell, license or distribute the Development Data or any time and from time to time imposed by applicable law products or regulation with respect to services incorporating the EMV PSP Service; (d) undertake not to disconnect or interfere with Development Data. Licence fees There is no charge for the operation supply of the Terminals Development Data for the Term. Auditing Throughout the Term You will maintain accurate, complete and detailed records relating to this Licence. Upon giving reasonable notice, We and/or OS and/or Our (or the EMV PSP Service and will use your best efforts to prevent such disconnection or interference by a third party except where explicitly agreed in writing between NCR Voyix and you; (eOS’s) report to NCR Voyix any abuse or threatened abuse or loss of the EMV PSP Service or any factors affecting the performance of the EMV PSP Service as soon as practicable after you become aware of such abuse, loss or performance factors; (f) not use the EMV PSP Service in any manner whatsoever which constitutes a violation of any applicable law or regulation or which may cause NCR Voyix or its third-party supplier to be subject to any investigation, prosecution or legal action. NCR Voyix reserves representatives have the right to terminate inspect Your compliance with this Exhibit or the Agreement with immediate effect in the event that you breach this subsection (f)Licence and to take copies of any necessary records. We will pay for Our representatives and OS; (g) except where otherwise agreed between the parties in writingYou will, be responsible for the installation of the EMV PSP Serviceat Your expense, which without limiting the foregoing, will include you setting up a Merchant Account with an approved Merchant Acquiring Bank, the linking of all Terminals make appropriate employees and facilities available to the Public System and the provision, installation and maintenance of a suitable method for delivering the Card information to the EMV PSP Service and thereafter the maintenance of all links and any costs associated with the foregoing; and acknowledge that NCR Voyix and its third-party suppliers do not have access to your Merchant Account and that it is therefore your responsibility to reconcile the payments and debits being made into your Merchant Account with the Transactions and/or Refunds processed by the EMV PSP Service in connection with the Service. In the event that you identify a discrepancy you must notify NCR Voyix as soon as reasonably practical. NCR Voyix and its third-party suppliers will have no liability for discrepancies which have occurred more than 14 days prior to the date any such problem is notified to themprovide reasonable assistance.
Appears in 4 contracts
Samples: www.ordnancesurvey.co.uk, www.ordnancesurvey.co.uk, www.ordnancesurvey.co.uk
Your Obligations. You will: (a) at all times throughout You agree that, until the duration third anniversary of (i) your last day of employment with the Company or any of its subsidiaries, or (ii) the last date on which you receive any payment pursuant to this Agreement, whichever is later: (A) you will personally provide reasonable assistance and cooperation to the Company or any of its subsidiaries in activities related to the prosecution or defense of any pending or future lawsuits or claims involving the Company or any of its subsidiaries; (B) you will promptly notify the Company upon receipt of any requests from anyone other than an employee or agent of the terms of this Exhibit ensure that all publicity, signage, and/or promotional material you issue, or have issued on your behalf, in respect of or in connection with Company for information regarding the EMV PSP Service complies in all respects with the Codes of Practice and includes information which will enable the Service User to ascertain prior to use the charge which is payable for the purchase of the Offering. You will not in any publicity or other promotional activity state or imply any approval by NCR Voyix or its third-party suppliers of the Offering in any way without the prior written approval of a duly authorized officer of NCR Voyix or its third-party suppliers, as applicable; (b) ensure that before you make the Offering available to the Service User all such rights, authorizations, licenses, exemptions, consents and permissions have been obtained or granted and all such requirements of law or of any other competent authority or public body have been complied with as are necessary or prudent in connection with the Offering. You will at all times throughout the duration of the terms of this Exhibit maintain in full force and effect all such rights, authorizations, licenses, consents and permissions and comply with all such requirements; (c) provide to NCR Voyix such assistance and/or information as NCR Voyix or its third- party supplier may from time to time reasonably demand in order to comply with all Company or any requirements and conditions at any time and from time to time imposed by applicable law of its subsidiaries or regulation with respect to the EMV PSP Service; (d) undertake not to disconnect or interfere with the operation of the Terminals or the EMV PSP Service and will use your best efforts to prevent such disconnection or interference by a third party except where explicitly agreed in writing between NCR Voyix and you; (e) report to NCR Voyix any abuse or threatened abuse or loss of the EMV PSP Service or any factors affecting the performance of the EMV PSP Service as soon as practicable after if you become aware of such abuse, loss any potential claim or performance factorsproposed litigation against the Company or any of its subsidiaries; (fC) you will refrain from providing any information related to any claim or potential litigation against the Company or any of its subsidiaries to any non-Company representatives unless you have the Company's written permission or are required to provide information pursuant to legal process; (D) you will not use disclose or misuse any confidential information or material concerning the EMV PSP Service Company or any of its subsidiaries; and (E) you will not engage in any manner whatsoever which constitutes a violation activity contrary or harmful to the interests of the Company or any applicable of its subsidiaries. You agree that if required by law to provide sworn testimony regarding any matter relating to the Company or regulation or which may cause NCR Voyix or any of its thirdsubsidiaries: you will consult with and have Company-party supplier to be subject to any investigation, prosecution or designated legal action. NCR Voyix reserves counsel present for such testimony (the right to terminate this Exhibit or the Agreement with immediate effect in the event that you breach this subsection (f); (g) except where otherwise agreed between the parties in writing, Company will be responsible for the installation costs of this counsel); you will confine your testimony to items about which you have knowledge rather than speculation, unless otherwise directed by legal process; and you will assist the efforts of the EMV PSP ServiceCompany's attorneys to hold all privileged attorney-client matters in strictest confidence, which without limiting the foregoing, will include especially matters you setting up a Merchant Account with an approved Merchant Acquiring Bank, the linking of all Terminals to the Public System and the provision, installation and maintenance of a suitable method for delivering the Card information to the EMV PSP Service and thereafter the maintenance of all links and any costs associated with the foregoing; and acknowledge that NCR Voyix and its third-party suppliers do not have access to your Merchant Account and that it is therefore your responsibility to reconcile the payments and debits being made into your Merchant Account with the Transactions and/or Refunds processed by the EMV PSP Service in connection with the Service. In the event that you identify a discrepancy you must notify NCR Voyix as soon as reasonably practical. NCR Voyix and its third-party suppliers will have no liability for discrepancies which have occurred more than 14 days prior to the date any such problem is notified to thembeen privy to.
Appears in 3 contracts
Samples: Nabisco Inc, Nabisco Inc, RJR Nabisco Inc
Your Obligations. You will: will (a) at all times throughout the duration of the terms of this Exhibit ensure that all publicity, signage, and/or promotional material you issue, or have issued on your behalf, in respect of or in connection with the EMV PSP Service complies in all respects with the Codes of Practice and includes information which will enable the Service User to ascertain prior to use the charge which is payable for the purchase of the Offering. You will not in any publicity or other promotional activity state or imply any approval by NCR Voyix or its third-third party suppliers of the Offering in any way without the prior written approval of a duly authorized officer of NCR Voyix or its third-third party suppliers, as applicable; (b) ensure that before you make the Offering available to the Service User all such rights, authorizations, licenses, exemptions, consents and permissions have been obtained or granted and all such requirements of law or of any other competent authority or public body have been complied with as are necessary or prudent in connection with the Offering. You will at all times throughout the duration of the terms of this Exhibit maintain in full force and effect all such rights, authorizations, licenses, consents and permissions and comply with all such requirements; (c) provide to NCR Voyix such assistance and/or information as NCR Voyix or its third- third party supplier may from time to time reasonably demand in order to comply with all or any requirements and conditions at any time and from time to time imposed by applicable law or regulation with respect to the EMV PSP Service; (d) undertake not to disconnect or interfere with the operation of the Terminals or the EMV PSP Service and will use your best efforts to prevent such disconnection or interference by a third party except where explicitly agreed in writing between NCR Voyix and you; (e) report to NCR Voyix any abuse or threatened abuse or loss of the EMV PSP Service or any factors affecting the performance of the EMV PSP Service as soon as practicable after you become aware of such abuse, loss or performance factors; (f) not use the EMV PSP Service in any manner whatsoever which constitutes a violation of any applicable law or regulation or which may cause NCR Voyix or its third-third party supplier to be subject to any investigation, prosecution or legal action. NCR Voyix reserves the right to terminate this Exhibit or the Agreement with immediate effect in the event that you breach this subsection (f); (g) except where otherwise agreed between the parties in writing, be responsible for the installation of the EMV PSP Service, which without limiting the foregoing, will include you setting up a Merchant Account with an approved Merchant Acquiring Bank, the linking of all Terminals to the Public System and the provision, installation and maintenance of a suitable method for delivering the Card information to the EMV PSP Service and thereafter the maintenance of all links and any costs associated with the foregoing; and acknowledge that NCR Voyix and its third-third party suppliers do not have access to your Merchant Account and that it is therefore your responsibility to reconcile the payments and debits being made into your Merchant Account with the Transactions and/or Refunds processed by the EMV PSP Service in connection with the Service. In the event that you identify a discrepancy you must notify NCR Voyix as soon as reasonably practical. NCR Voyix and its third-third party suppliers will have no liability for discrepancies which have occurred more than 14 days prior to the date any such problem is notified to them.
Appears in 2 contracts
Your Obligations. It shall be the sole and exclusive responsibility of you to install the SOFTWARE, including but not limited to determining if the SOFTWARE is appropriate for your information systems, needs and objectives, to implement adequate backup procedures to protect against loss or error resulting from the use of the SOFTWARE and to verify any output resulting from the use of the SOFTWARE if you intend to use or rely on such output. You will: (a) shall at all times throughout comply with the duration of the terms of this Exhibit ensure that all publicity, signage, and/or promotional material you issue, or have issued on your behalf, Documentation in particular in respect of the development rules relating to communications and compartmentalization of applications. You acknowledge that it may be necessary to prepare the environment within which the SOFTWARE will be used, including but not limited to parameterization of the devices or computer programs with which the SOFTWARE will be used, integrated or interfaced. In particular, it shall be your responsibility to purchase from INGENICO or from a distributor or reseller of INGENICO, or the relevant third parties as applicable, the INGENICO Terminals and other devices, apparatus and software programs necessary to test the Application. Certain certifications are provided by INGENICO with the INGENICO Terminals. If any other certification or approval is required from any certification body or authority in order for the Application to run on the INGENICO Terminals, such certification or approval shall have to be obtained by you at your costs and expenses. You shall supply and make available free of charge to INGENICO the full technical documentation on the Application. Upon INGENICO’s request, you undertake to grant to INGENICO the right to distribute, supply, transfer, lease, modify, use and market such Application in the Territory or outside of the Territory, according to mutually acceptable terms and conditions. You shall comply with all applicable laws and regulations in connection with the EMV PSP Service complies in all respects with the Codes of Practice and includes information which will enable the Service User to ascertain prior to its use the charge which is payable for the purchase of the OfferingSoftware, as well as related technical information and data. You represents and warrants to INGENICO that it will not in any publicity not, directly or other promotional activity state indirectly, export or imply any approval by NCR Voyix re-export, supply or its third-party suppliers of otherwise make available the Offering in any way without the prior written approval of a duly authorized officer of NCR Voyix or its third-party suppliers, as applicable; (b) ensure that before you make the Offering available to the Service User all such rights, authorizations, licenses, exemptions, consents and permissions have been obtained or granted and all such requirements of law or of any other competent authority or public body have been complied with as are necessary or prudent in connection with the Offering. You will at all times throughout the duration of the terms of this Exhibit maintain in full force and effect all such rights, authorizations, licenses, consents and permissions and comply with all such requirements; (c) provide to NCR Voyix such assistance and/or information as NCR Voyix or its third- party supplier may from time to time reasonably demand in order to comply with all Software or any requirements and conditions at related technical information or data to any time and from time to time imposed by applicable law or regulation with respect to the EMV PSP Service; (d) undertake not to disconnect or interfere with the operation of the Terminals or the EMV PSP Service and will use your best efforts to prevent such disconnection or interference by a third party except where explicitly agreed person in writing between NCR Voyix and you; (e) report to NCR Voyix any abuse or threatened abuse or loss of the EMV PSP Service or any factors affecting the performance of the EMV PSP Service as soon as practicable after you become aware of such abuse, loss or performance factors; (f) not use the EMV PSP Service in any manner whatsoever which constitutes a violation of any applicable law United State laws, including, without limitation, re-exporting, supplying or regulation or which may cause NCR Voyix or its third-party supplier to be subject otherwise making available the Software to any investigationperson on the U.S. Department of Commerce’s Denied Persons List or affiliated lists, prosecution on the U.S. Department of Treasury’s Specially Designated Nationals List, in a country on the State Sponsors of Terrorism list or legal action. NCR Voyix reserves the right to terminate this Exhibit or the Agreement with immediate effect in the event that you breach this subsection (f); (g) except where otherwise agreed between the parties in writing, be responsible for the installation of the EMV PSP Service, which without limiting the foregoing, will include you setting up a Merchant Account with an approved Merchant Acquiring Bank, the linking of all Terminals to the Public System and the provision, installation and maintenance of a suitable method for delivering the Card information to the EMV PSP Service and thereafter the maintenance of all links and on any costs associated with the foregoing; and acknowledge that NCR Voyix and its third-party suppliers do not have access to your Merchant Account and that it is therefore your responsibility to reconcile the payments and debits being made into your Merchant Account with the Transactions and/or Refunds processed by the EMV PSP Service in connection with the Service. In the event that you identify a discrepancy you must notify NCR Voyix as soon as reasonably practical. NCR Voyix and its third-party suppliers will have no liability for discrepancies which have occurred more than 14 days prior to the date any such problem is notified to themU.S. export exclusion lists.
Appears in 1 contract
Samples: Software License Agreement