By Content Partner Clause Samples
By Content Partner. Content Partner may terminate this Agreement upon thirty (30) days prior written notice to Infoseek in the event the number of "Click-Throughs" for a given month is less than 25,000. Termination shall be 14 Content Partner's sole remedy in the event monthly Click-Throughs are less than 25,000, provided however, that Infoseek may provide Content Partner with run-of-site advertising placement to achieve an average of 25,000 Click-Throughs per month in consideration for Content Partner not terminating the Agreement pursuant to this Section 9.2.b; provided however, that Content Partner may not exercise such right to terminate prior to three (3) months after the Effective Date.
By Content Partner. If the Content Partner Service or GO Network-Wrapped Pages hosted by Content Partner do not meet the following performance standards (which shall be measured by the GO Entities), and such failure is not due to force majeure events or the failure of any third party services, hardware, software or telecommunications systems not controlled by Content Partner, one or both of the GO Entities shall notify the Content Partner in writing and Content Partner shall cure the breach within 24 hours. In the event of more than 3 performance failures pursuant to this Section 12.2.b.i in any 30 day period, the GO Entities shall have the right to terminate, without providing an opportunity to cure. Termination of this Agreement shall be the GO Entities' sole remedy for such performance failures. The performance standards are as follows:
A. Uptime/Downtime. Excluding maintenance downtime, the Content Partner Service and GO Network-Wrapped Pages hosted by Content Partner will have a minimum uptime operation of 99.4 percent (downtime of 0.6 percent) measured quarterly. Downtime shall mean any 30 second interval in which the Content Partner Service is not able to process queries.
By Content Partner. Content Partner shall indemnify, defend, and hold harmless Tribal against all Losses arising out of or resulting from any claim, suit, action, or proceeding (each, an “Action”) by third party unaffiliated with Tribal related to or arising out of a claim that the Licensed Content or Content Partner's Marks, or Tribal's use thereof solely in compliance with this Agreement, infringes a U.S. Intellectual Property Right of any third party or violates any U.S. Law. The foregoing obligation shall not apply to Losses for which Tribal is required to indemnify Content Partner pursuant to Section 7.2.
By Content Partner. Content Partner will indemnify, defend and hold harmless AvantGo and its other content partners, vendors, licensors, partners, licensees, and their respective subsidiaries, affiliates, directors, officers, employees and representatives from any and all liabilities, losses, expenses (including reasonable attorney's fees), costs and damages of any kind arising out of or relating to any third party claim that the Content or Content Partner Trademark violates, infringes or misappropriates such third party's intellectual property rights or other legal rights, or that it contains material or information that is false, deceptive, misleading, obscene, defamatory, libelous, slanderous or that violates any right of publicity or privacy. Content Partner agrees that each party named in this section shall be deemed a third party beneficiary of this Section.
By Content Partner. Subject to the terms and conditions of this Agreement, Content Partner hereby grants AvantGo a nonexclusive, non-transferable, revocable, worldwide license to use Content Partner's trademarks, trade names and logos set forth on EXHIBIT A (the "CONTENT PARTNER TRADEMARKS") solely in connection with the display of the Channel through the Service and the marketing of the Content and AvantGo products, including the Service. AvantGo shall comply with any usage guidelines which may be provided to AvantGo by Content Partner from time to time. AvantGo shall not challenge the Content Partner's ownership of such Content Partner marks.
By Content Partner. Subject to the terms and conditions of this Agreement, Content Partner hereby grants to OmniSky a non-exclusive, non-transferable, royalty-free license for the Term of the Agreement to use Content Partner's trademarks, trade names, icons and logos ("Content Partner Trademarks"), solely in connection with marketing the OmniSky Service and the availability of the Content Partner's Content on the OmniSky Service. OmniSky shall comply with any usage guidelines which may be provided to OmniSky by Content Partner from time to time, and upon request by Content Partner, shall furnish Content Partner with samples of OmniSky's usage of the Content Partner Trademarks for prior approval by Content Partner. All right, title and interest in and to the Content Partner Trademarks shall remain in Content Partner. OmniSky shall not challenge Content Partner's ownership of such Content Partner Trademarks, or use or adopt any trademarks which are similar to such Content Partner Trademarks.
By Content Partner. Content Partner (referred to in this Section as the "indemnifying party") agrees to indemnify, hold harmless, reimburse and defend Channelseek, and Channelseek's officers and directors (each being referred to in this Section as the "indemnified party"), from and against any claim, suit, action, or other proceeding brought against the indemnified party arising out of or in connection with (i) the indemnifying party's breach of any representation, warranty, covenant or obligation in this Agreement; (ii) any grossly negligent or wrongful act or omission of the indemnifying party with respect to the subject matter of this Agreement; or (iii) a claim that any material, product, information or data or service produced, distributed, offered or provided by the indemnifying party (including, without limitation, any material presented on any site on the Internet, produced, maintained or published by the indemnifying party, but excluding Hypertext Links to sites on the Internet produced, maintained or published by a third party) infringes in any manner, any copyright, patent, trademark, trade secret or any intellectual property right of any third party. The indemnifying party will pay any and all Damages awarded against or otherwise incurred by the indemnified party in connection with or arising from any such claim, suit, action or other proceeding;
By Content Partner. Content Partner shall own all right, title and interest in and to the Content, Content Partner Trademarks and other intellectual property rights pertaining thereto. Except as expressly provided herein, nothing in this Agreement shall confer in AvantGo any right of ownership in, or license to, the Content or other intellectual property rights pertaining thereto. AvantGo shall not challenge Content Partner's ownership of such trademarks or related intellectual property rights. AvantGo shall keep the Content and the Content Partner Trademarks free and clear of all claims, liens and encumbrances.