Reporting and Payment. 8.1. Unless otherwise agreed between the Parties, reporting numbers are based on xxxxx://xx.xxxxxxxxxxxxxx.xxx/ dashboard reports of the Advertiser and/or any other databases and/or dashboards that the Advertiser may decide from time to time. The report shall summarize data including but not limited to, the number of registrations and/or actions according to the payment model agreed between the Parties, the amount of payment of reporting month/biweek and other variables of the products.
8.2. If the Advertiser believes that fraud has occurred, it must notify Publisher within a period of two (2) weeks of closing of a lead transaction and provide evidence. Failure of Advertiser to notify Publisher of any fraudulent activity within 2 (two) weeks of closing of lead transaction shall not waive any right or claim of Advertiser against Publisher.
8.3. The Advertiser shall process its payment of the previous billing cycle to the Publisher in accordance with the payment cycle prescribed in the IO, subject to the provisions of clause 8.4.
8.4. Despite any provisions to the contrary the Advertiser reserves the right to effect biweekly payments on a monthly basis. Moreover, payment of Publisher Commission may be delayed or not be paid or annulled/cancelled or suspended in the following circumstances:
a. If the activity in the Partner Account or any other account managed or controlled by the Publisher or any of the Introduced Clients assigned to the Publisher is considered by the Advertiser as suspicious;
b. If the Advertiser determines that the Publisher Commission is derived from activity related, directly or indirectly, to fraudulent or illegal or deceptive practices;
c. The Introduced Client performs actions in bad faith;
d. If the Partner Account, any account maintained in the name of the Publisher or attracted Introduced Client Account is blocked or placed in the archive in a manner required by sections of this Agreement or the “Temporary Block of the Client Account” and “Inactive and Dormant Client Accounts” of the Client agreement and General Business Terms between the Advertiser and the Client if applicable. The provisions of this clause are applicable to the full period of archiving and/or blocking of Partner Account or any account maintained in the name of the Publisher or Introduced Client linked to the Publisher.
e. If there is reasonable suspicion by the Advertiser based on direct or circumstantial evidence (as determined by the Advertiser in its sole discr...
Reporting and Payment. LookSmart will make its “PUBLISHER CENTER” available to Partner for preliminary daily reporting of clicks, and Partner acknowledges and agrees that (i) such reporting may not represent the number of qualified Clicks for which LookSmart will pay Partner and (ii) it will control access to and maintain the confidentiality of its password for accessing the POP Portal. Within 30 days after the end of each calendar month during the Term, LookSmart will deliver (a) a report describing invoices and xxxxxxxx to LookSmart customers for such calendar month pursuant to Section 3.1 and (b) payment pursuant to Section 3.1; provided, that Partner acknowledges and agrees that to the extent Partner has not provided the Query Source Identification as described in section 2.5, above. For every request, without such information LookSmart’s ability to determine which clicks and ads are qualified or billable is impaired and thus LookSmart may not pay Partner for the clicks and ads. Partner shall also notify LookSmart of any changes, inaccuracies, or incompleteness of any statement Partner makes on Exhibit C, Part II. LookSmart reserves the right to deduct from payments made pursuant to Section 3.1, or otherwise recoup any amounts paid to Partner in prior months for non-qualified Clicks.
Reporting and Payment. (a) The Company (or its reporting agent) will provide Investor Parent or the relevant Investor Affiliate with a monthly report listing (i) all eLong Inventory room night stays completed in such month booked through Expedia Booking Channels, (ii) eLong’s Revenue from such transactions, and (iii) if such monthly report covers the final month of a calendar quarter, an accounting of any Ancillary Hotel Revenue payable to Investor Parent or Investor Affiliates in such quarter. Investor Parent (or its reporting agent) will provide the Company or the relevant Company Affiliate with a monthly report listing (i) all Expedia Inventory room night stays completed in such month booked through the eLong Booking Channels, (ii) Expedia’s Revenue from such transactions, and (iii) if such monthly report covers the final month of a calendar quarter, an accounting of any Ancillary Hotel Revenue payable to Company or Company Affiliates in such quarter. The parties shall consult and agree on a separate, regular reporting and reconciliation procedure with respect to transactions for which they act as merchant of record for other party’s Hotel Inventory.
(b) After review by the receiving party, the monthly reports will be used as the basis for calculation and payments of revenue sharing fees, or confirmation that no such fees are payable. Revenue sharing fees shall be paid no later than thirty (30) days after the end of the month for which the relevant stay was completed.
(c) Recipients of revenue sharing fees will not be entitled to such fees resulting from transactions that are subsequently cancelled, refunded, charged back, disputed by the traveler, result from fraudulent or other unlawful activities, or for which payment is not received (collectively, “Void Transactions”). The parties hereto respectively may deduct and offset any revenue sharing fees previously paid to the other party for such Void Transactions from subsequent revenue sharing fees respectively owed to such party.
(d) All sums payable pursuant to this Agreement shall be inclusive of any Transaction Taxes imposed in connection with any such payment. The party receiving payments under this Agreement shall be entitled to deduct and withhold from any such payments any amounts with respect to taxes in accordance with applicable law. The parties shall cooperate (including by providing any necessary documentation) to reduce or avoid any such deductions or withholdings to the fullest extent permitted by law. “Transact...
Reporting and Payment. Licensee must purchase a runtime license for each Distribution of the Application. For purposes hereof, a “Distribution of the Application” shall mean any and all copies of the Application installed, used, distributed, leased or sold by Licensee and any of its customers, employees, distributors, resellers, affiliates or other channel partners. If the Application is installed on a server or network by Licensee or its customers, the number of Distributions that must be reported and the number of runtime licenses that must be purchased hereunder will be the number of computers that are permitted access to the Application via the network or server. No additional runtime licensing is required for updates and upgrades to the Application distributed to users of the Application for which runtime licenses have been paid and accounted for hereunder unless a major new version of the Software is included in the upgrade. If a major new version of the Software is included in an upgrade to the Application, each user that is upgraded will be considered to be a new Distribution for purposes of runtime license payment and reporting hereunder. All amounts due hereunder are based on United States currency. Licensee agrees to maintain full, clear and accurate records as to all Distributions of the Application. Licensee will submit to Licensor, within thirty (30) days of the close of each calendar quarter, a report setting forth the number of Distributions of the Application made during such quarter, and, provided that Licensee has not prepaid Licensor for Distributed runtime licenses in accordance with Schedule 1, each such report shall be accompanied by a check in the amount of runtime licensing that is due, if any. If no Distributions have been made during said quarter, Licensee will provide a certification so stating. Licensee shall keep adequate records to accurately determine the payments due under this Agreement.
Reporting and Payment. 6.1 Licensee shall report to Börse Berlin AG within fifteen (15) business days of the end of each Reporting Period, in accordance with Schedule C and in a format agreed between the parties, all use of Fee Liable Information. Licensee shall provide such reasonable details as Börse Berlin AG may request from time to time concerning the number of Non-Fee Liable Devices displaying the Information, within forty-five (45) days of the request. If no such report is provided at the end of any Reporting Period, Börse Berlin AG shall be entitled to estimate such number. Börse Berlin AG shall invoice Licensee on the basis of such report or estimate. Such reports should not contain any personal data of the Licensee or Customers and should adhere fully to all relevant Data Protection Law.
6.2 The obligations on Licensee to maintain Operational Controls and to prepare proper (i.e. correct and complete) reports are fundamental to this Agreement and Licensee’s ability to meet these obligations is to be proven upon written request by Xxxxx Berlin AG at any time. If Börse Berlin AG becomes aware that Licensee fails to maintain the Operational Controls and procedures necessary for proper reporting, Börse Berlin AG shall at its choice be entitled, on written notice:
(i) to suspend delivery of Information or the licence for the Information usage until Operational Controls have been established and/or the extent of uncontrolled or unreported usage determined; and/or
(ii) to make the continuation of the Agreement dependent upon payment of reasonable monthly on account payment based on Börse Berlin AG’s reasonable estimate of the full extent of Information usage; and/or
(iii) to make the continuation of the Agreement dependent upon the conclusion of a direct agreement with any members of Licensee’s Group or Customer regarded by Börse Berlin AG as responsible for uncontrolled or unreported use. The right of Börse Berlin AG to terminate the Agreement with as well as without notice in accordance with Section 9 shall be unaffected.
6.3 Licensee shall pay the Fees in the currency agreed between both parties within thirty (30) days of the date of invoice issued in accordance with this clause 6 and the billing guidelines specified in Schedule C.
6.4 In the event of any delay in the payment of the Fees where such delay is not as a result of payment which is disputed and withheld by the Licensee in good faith, Börse Berlin AG has the right to:
(i) levy late payment charges, as specified in...
Reporting and Payment. (a) Unless otherwise provided hereunder, Company will compute all amounts payable to Label and Orchard pursuant to the Term Sheet and any other payments accrued hereunder **** (such proceeds and other monies, the “Wholesale Fees”).
(b) In connection with ****, Company will send within **** thereafter:
(1) to Label (i) an accounting statement covering the calculation and determination of Wholesale Fees and other sums so accrued and payable in respect of the **** in the format set out in Part II of Exhibit B (each, a “Financial Statement”), such statement covering both SME Materials and Orchard Materials; and (ii) a machine-readable report containing the data and information described in (and otherwise in accordance with) the relevant reporting specifications attached hereto as Part I of Exhibit B (each, a “****”) relating to SME Materials only; and
(2) to Orchard (i) a Financial Statement covering Orchard Materials only; and (ii) a **** relating to Orchard Materials only. **** and Financial Statements shall only be deemed received by Label and Orchard once uploaded by Company in an appropriate form to the correct directory on Label’s and Orchard’s FTP servers using access credentials issued by Label and Orchard; provided that Label and Orchard shall be solely responsible for procuring that access to such server is available to Company at all relevant times.
(c) Upon receipt of each Financial Statement, Label will prepare and send to Company a full invoice in respect of Wholesale Fees due in relation to SME Materials, and will procure that Orchard prepares and sends to Company a full invoice in respect of Wholesale Fees due in relation to Orchard Materials. Company shall thereafter pay ****
(i) Wholesale Fees due in relation to SME Materials that have accrued and are payable to the Label into the bank account designated by Label for such purpose from time-to-time; and (ii) Wholesale Fees due in relation to Orchard Materials that have accrued and are payable to the Label into the bank account designated by Orchard for such purpose from time-to-time, in both cases **** following the date of the relevant invoice. At the same time that Company makes a payment into Label’s bank account, Company shall send an email indicating the amount paid to the email address(es) designated from time to time by Label (as of the Effective Date, such email address designated by Label is ****). For the avoidance of doubt, Label agrees that Company’s payment of Orchard’s share of W...
Reporting and Payment. Detailed reporting and payment of earned royalties shall be provided no later than twenty-one (21) days following the end of each calendar month. Royalty reports shall contain such information as is included in a template report attached hereto as Exhibit F.
Reporting and Payment. (i) Until the expiration of the Independent Development Party’s royalty obligations under Section 9.5, the Independent Development Party agrees, within [****] after the end of each Calendar Quarter, to make payments and written reports to the Non-Developing Party based upon Net Sales of the Royalty Products (substituting “Royalty Products” for “Collaboration Products” in the Net Sales definition) in the relevant Field in the Royalty Territory by the Independent Development Party, its Affiliates or sublicensees during such Calendar Quarter and provide written reports to the Non-Developing Party detailing for the period in question Net Sales by Product, royalty rate and royalty due.
(ii) The information contained in each report under Section 9.5(c)(i) shall be considered Confidential Information of the Independent Development Party. Concurrent with the delivery of each quarterly report, the Independent Development Party shall make the payment due the Non-Developing Party hereunder for the Calendar Quarter covered by such report.
(iii) It is understood that only one royalty payment under Section 9.5 shall be payable on a given unit of Royalty Product disposed of under this Agreement. In the case of transfers or sales of any Royalty Product between the Independent Development Party and an Affiliate or sublicensee of the Independent Development Party, such royalty shall be payable with respect to the sale of such Royalty Product to (i) an independent Third Party not an Affiliate of the seller or (ii) if the end user is an Affiliate of the seller, then such end user. *Certain information on this page has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions.
Reporting and Payment. Agensys shall notify Ambrx in writing within thirty (30) days following the achievement of each milestone as set forth in Section 5.3.1, 5.3.2 or 5.3.3, as applicable, and shall make the appropriate milestone payment within thirty (30) days after the achievement of such milestone.
Reporting and Payment. AntriaBio will pay the royalties set forth above on a calendar quarter basis. Within forty-five (45) days after the end of each calendar quarter following the First Commercial Sale of the first Product, AntriaBio shall deliver to XOMA a report containing the following information for the prior calendar quarter on a Product-by-Product and country-by-country basis: (a) the gross sales associated with each Product sold by AntriaBio, its Affiliates and (sub)licensees; (b) a calculation of Net Sales of each Products that are sold by AntriaBio, its Affiliates and (sub)licensees; and (c) a calculation of payments due to XOMA with respect to the foregoing. Concurrently with these reports, AntriaBio shall remit to XOMA any payment due for the applicable calendar quarter. If no royalties are due to XOMA for such reporting period, the report shall so state. The method of payment shall be by check or wire transfer to an address or account specified in writing by XOMA.
