By Identity Automation Sample Clauses

By Identity Automation. Identity Automation shall defend Company from any third party action, suit or proceeding brought or made against Company alleging that the Software or Company’s use of the Software infringes any United States patent or United States federally registered copyright and Identity Automation shall pay any expenses incurred by Company (including reasonable attorneys’ fees) and any final judgment entered against Company in any such proceeding or agreed to in settlement, provided that (a) Identity Automation is promptly notified in writing of such action, suit or proceeding, (b) Identity Automation or its designee is given sole control of such defense and all related settlement negotiations, and (c) Company gives all information and assistance reasonably requested by Identity Automation or such designee. If any such action, suit or proceeding is brought or threatened, or if Identity Automation believes any such action, suit or proceeding is imminent, Identity Automation may, at its option, (i) procure for Company the right to use the Software, or (ii) replace the Software with other suitable products that provide substantially similar functionality. In the event Identity Automation determines that Company will require rights from a third party to use the Software and Identity Automation is unable to procure such rights for Company or replace the Software with products that provide substantially similar functionality, and in lieu of the foregoing indemnity, Identity Automation shall have the option of refunding a pro- rata portion of the then-current Fee(s) paid by Company for the Software or the affected part thereof. Identity Automation shall have no liability under this Section 8 or otherwise to the extent a claim or suit is based upon (a) use of the Software in combination with software or hardware not provided by Identity Automation, if infringement would have been avoided in the absence of such combination, (b) modifications to the Software not made by Identity Automation, if infringement would have been avoided by the absence of such modifications, (c) use of any version other than a current release of the Software, if infringement would have been avoided by use of a current release, or (d) any action or omission of Company for which Company is obligated to indemnify Identity Automation under Section 8.2 below. THIS SECTION 8 STATES IDENTITY AUTOMATION’s ENTIRE LIABILITY AND COMPANY'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT AND MISAPPROPRIATION CLAIMS BAS...
AutoNDA by SimpleDocs

Related to By Identity Automation

  • Vendor Identity and Contact Information It is Vendor’s sole responsibility to ensure that all identifying vendor information (name, EIN, d/b/a’s, etc.) and contact information is updated and current at all times within the TIPS eBid System and the TIPS Vendor Portal. It is Vendor’s sole responsibility to confirm that all e-correspondence issued from xxxx-xxx.xxx, xxxxxxx.xxx, and xxxxxxxxxxxxxxxx.xxx to Vendor’s contacts are received and are not blocked by firewall or other technology security. Failure to permit receipt of correspondence from these domains and failure to keep vendor identity and contact information current at all times during the life of the contract may cause loss of TIPS Sales, accumulating TIPS fees, missed rebid opportunities, lapse of TIPS Contract(s), and unnecessary collection or legal actions against Vendor. It is no defense to any of the foregoing or any breach of this Agreement that Vendor was not receiving TIPS’ electronic communications issued by TIPS to Vendor’s listed contacts.

  • Customer Identification Program Notice To help the U.S. government fight the funding of terrorism and money laundering activities, U.S. Federal law requires each financial institution to obtain, verify, and record certain information that identifies each person who initially opens an account with that financial institution on or after October 1, 2003. Certain of PNC’s affiliates are financial institutions, and PNC may, as a matter of policy, request (or may have already requested) the Fund’s name, address and taxpayer identification number or other government-issued identification number, and, if such party is a natural person, that party’s date of birth. PNC may also ask (and may have already asked) for additional identifying information, and PNC may take steps (and may have already taken steps) to verify the authenticity and accuracy of these data elements.

  • Anti-Money Laundering and Red Flag Identity Theft Prevention Programs The Trust acknowledges that it has had an opportunity to review, consider and comment upon the written procedures provided by USBFS describing various tools used by USBFS which are designed to promote the detection and reporting of potential money laundering activity by monitoring certain aspects of shareholder activity as well as written procedures for verifying a customer’s identity (collectively, the “Procedures”). Further, the Trust has determined that the Procedures, as part of the Trust’s overall anti-money laundering program and the Red Flag Identity Theft Prevention program, are reasonably designed to prevent the Fund from being used for money laundering or the financing of terrorist activities and to achieve compliance with the applicable provisions of the Fair and Accurate Credit Transactions Act of 2003 and the USA Patriot Act of 2001 and the implementing regulations thereunder. Based on this determination, the Trust hereby instructs and directs USBFS to implement the Procedures on the Trust’s behalf, as such may be amended or revised from time to time. It is contemplated that these Procedures will be amended from time to time by the parties as additional regulations are adopted and/or regulatory guidance is provided relating to the Trust’s anti-money laundering and identity theft responsibilities. USBFS agrees to provide to the Trust:

  • Customer Identification Program (A) To assist the Fund in complying with requirements regarding a customer identification program in accordance with applicable regulations promulgated by U.S. Department of Treasury under Section 326 of the USA PATRIOT Act (“CIP Regulations”), BNYM will do the following:

  • TOOL STORAGE 1. A company shall provide on all construction jobs in towns and cities, and elsewhere where reasonably necessary and practicable (or if requested buy the employee), a suitable and secure waterproof lock-up solely for the purpose of storing employees’ tools, and on multi-storey and major projects the company shall provide, where possible, a suitable lock-up for employees’ tools within a reasonable distance of the work area of large groups of employees.

  • Customer Identification Unless Elastic has first obtained Customer's prior written consent, Elastic shall not identify Customer as a user of the Products, on its website, through a press release issued by Elastic and in other promotional materials.

  • Supplier Diversity Seller shall comply with Xxxxx’s Supplier Diversity Program in accordance with Appendix V.

  • Clinical Data and Regulatory Compliance The preclinical tests and clinical trials, and other studies (collectively, “studies”) that are described in, or the results of which are referred to in, the Registration Statement or the Prospectus were and, if still pending, are being conducted in all material respects in accordance with the protocols, procedures and controls designed and approved for such studies and with standard medical and scientific research procedures; each description of the results of such studies is accurate and complete in all material respects and fairly presents the data derived from such studies, and the Company and its subsidiaries have no knowledge of any other studies the results of which are inconsistent with, or otherwise call into question, the results described or referred to in the Registration Statement or the Prospectus; the Company and its subsidiaries have made all such filings and obtained all such approvals as may be required by the Food and Drug Administration of the U.S. Department of Health and Human Services or any committee thereof or from any other U.S. or foreign government or drug or medical device regulatory agency, or health care facility Institutional Review Board (collectively, the “Regulatory Agencies”); neither the Company nor any of its subsidiaries has received any notice of, or correspondence from, any Regulatory Agency requiring the termination, suspension or modification of any clinical trials that are described or referred to in the Registration Statement or the Prospectus; and the Company and its subsidiaries have each operated and currently are in compliance in all material respects with all applicable rules, regulations and policies of the Regulatory Agencies.

  • Data Encryption Contractor must encrypt all State data at rest and in transit, in compliance with FIPS Publication 140-2 or applicable law, regulation or rule, whichever is a higher standard. All encryption keys must be unique to State data. Contractor will secure and protect all encryption keys to State data. Encryption keys to State data will only be accessed by Contractor as necessary for performance of this Contract.

  • Domain Name Data 1.5.1 Query format: whois EXAMPLE.TLD

Time is Money Join Law Insider Premium to draft better contracts faster.