By Mercatus Sample Clauses

By Mercatus. Mercatus will defend at its expense any suit brought against Customer, its Affiliates, and their respective shareholders, directors, officers, partners, members, managers, employees and agents, and will pay any settlement Mercatus makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Platform infringes, misappropriates or violates any third party intellectual property rights. If any portion of the Platform becomes, or in Mercatus’ opinion is likely to become, the subject of a claim of infringement, Mercatus may, at Mercatus’ option: (a) procure for Customer the right to continue using the Platform; (b) replace the Platform with non-infringing software or services which do not materially impair the functionality of the Platform; (c) modify the Platform so that it becomes non-infringing; or (d) terminate this Agreement and refund any fees actually paid by Customer to Mercatus for the remainder of the Term then in effect, and upon such termination, Customer will immediately cease all use of the Platform. Notwithstanding the foregoing, Mercatus shall have no obligation under this Section 8(a) or otherwise with respect to any infringement claim based upon (x) any use of the Platform not in accordance with this Agreement or as specified by Mercatus in writing to Customer; (y) any use of the Platform in combination with other products, equipment, software or data not supplied or approved by Mercatus or its agents; or (z) any modification of the Platform by any person other than Mercatus or its authorized agents (collectively, “Exclusions”). This Section states Mercatus’ entire liability and Customer’s sole and exclusive remedy (subject to its termination rights) for the claims and actions described herein. • By Customer. Customer will defend at its expense any suit brought against Mercatus, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to (a) an Exclusion; (b) Customer’s (or its user’s) unauthorized or unlawful use of the Platform, except to the extent the claim is subject to indemnification under Section 8(a) above or caused by Mercatus’s negligence or willful misconduct or breach of its obligations hereunder or the applicable Statement of Work or Service Order; (c) any breach of Customer’s representation and warranties hereunder; and (d) Customer Data, e...
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs

Related to By Mercatus

  • By Microsoft Microsoft will defend Customer against any third-party claim to the extent it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope of the license granted under this agreement (unmodified from the form provided by Microsoft and not combined with anything else), misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, as its option, either: (1) modify or replace the Product or fix with a functional equivalent; or (2) terminate Customer’s license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Customer’s continued use of a Product or Fix after being notified to stop due to a third- party claim.

  • SERVICE MONITORING, ANALYSES AND ORACLE SOFTWARE 11.1 We continuously monitor the Services to facilitate Oracle’s operation of the Services; to help resolve Your service requests; to detect and address threats to the functionality, security, integrity, and availability of the Services as well as any content, data, or applications in the Services; and to detect and address illegal acts or violations of the Acceptable Use Policy. Oracle monitoring tools do not collect or store any of Your Content residing in the Services, except as needed for such purposes. Oracle does not monitor, and does not address issues with, non-Oracle software provided by You or any of Your Users that is stored in, or run on or through, the Services. Information collected by Oracle monitoring tools (excluding Your Content) may also be used to assist in managing Oracle’s product and service portfolio, to help Oracle address deficiencies in its product and service offerings, and for license management purposes.

  • Dark Fiber Loop 2.8.4.1 Dark Fiber Loop is an unused optical transmission facility, without attached signal regeneration, multiplexing, aggregation or other electronics, from the demarcation point at an End User’s premises to the End User’s serving wire center. Dark Fiber Loops may be strands of optical fiber existing in aerial or underground structure. BellSouth will not provide line terminating elements, regeneration or other electronics necessary for AFN to utilize Dark Fiber Loops.

  • Electronic Record Search The Reporting Financial Institution must review electronically searchable data maintained by them for any of the following indicia:

  • Technology Upgrades Notwithstanding any other provision of this Agreement, Verizon shall have the right to deploy, upgrade, migrate and maintain its network at its discretion. The Parties acknowledge that Verizon, at its election, may deploy fiber throughout its network and that such fiber deployment may inhibit or facilitate PNG’s ability to provide service using certain technologies. Nothing in this Agreement shall limit Verizon's ability to modify its network through the incorporation of new equipment or software or otherwise. PNG shall be solely responsible for the cost and activities associated with accommodating such changes in its own network.

  • Computer Systems (a) Servicer to operate systems The Servicer shall operate and maintain systems capable of providing data processing, management information and other related information technology requirements to enable it to carry out the Services.

  • Software Upgrades Software Upgrades consist of new product releases which are issued periodically and may include new functionality, enhancements, and bug fixes. Software Upgrades are provided only for standard hardware platforms and operating systems supported by COMSPOC as described in the Documentation. Software Upgrades will apply only to unmodified Software and commercially released updated versions of the Software. You are responsible for making or arranging for updates to interfaces for nonstandard devices or custom applications. Software Upgrades are provided subject to the terms and conditions of the then current and applicable COMSPOC Software License Agreement, available on COMSPOC’s website at xxxx://xxx.xxxxxxx.xxx/sla or with the deliverable Software or upon request. All major product releases and maintenance releases will be made available and may be shipped directly to you, upon request by contacting your COMSPOC point of contact or xxxxxxx@xxxxxxx.xxx. You may upgrade to the latest product version at any time during the term of the Annual Support and Upgrades Agreement. If you opt not to renew the Annual Support and Upgrade Agreement, You have 60 days from the end of the Annual Support and Upgrades Agreement term to upgrade to the latest product version available prior to the end of the Annual Support and Upgrades Agreement term. If You request an upgrade beyond this 60-day period, You will be required to renew the Annual Support and Upgrades Agreement in order to upgrade to the latest product version.

  • Online Payments may be made online from the Money Matters tab in the Licensee’s Cal Poly Portal or at xxxx://xxx.xxx.xxxxxxx.xxx/student_accounts/online_payments.asp. Online payments can be made with either eCheck (with no added convenience fee) or credit card (with an added 2.75% convenience fee). Online payments received after 5:00 pm will be recorded as paid the following business day. If there are any problems making a payment online, contact the University Student Accounts Office at (000) 000-0000 or by email to xxxxxxxxxxxxxxx@xxxxxxx.xxx

  • Call Center Services Answer telephone inquiries during mutually agreed upon hours each day on which the Fund is open for trading. In the event that the Fund plans to be open on a business day when the New York Stock Exchange is to be closed, the Fund shall provide the Transfer Agent with reasonable advance notice and the parties shall discuss the call center resources available for such day. The Transfer Agent shall answer and respond to inquiries from existing Shareholders, prospective Shareholders of the Fund and broker-dealers on behalf of such Shareholders in accordance with the instructions provided by the Fund to the Transfer Agent for purpose of fulfilling its duties under this Agreement, including, accepting transaction requests on behalf of the Fund.

  • Smoke Detectors At Owner's expense, smoke detectors will be installed on the Property in working condition in accordance with the law prior to the tenant's occupancy. During the occupancy, it shall be the tenant's responsibility to maintain all smoke detectors. Owner will replace smoke detector equipment as needed.

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