License. a) Subject to the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule. b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors. c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest. d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively. e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products. f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 16 contracts
Sources: Electronic Products License Agreement, Electronic Products License Agreement, Electronic Products License Agreement
License. aA. EBSCO hereby grants to the Licensee a nontransferable and non-exclusive right to use the databases made available by EBSCO (the "Databases") Subject according to the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) conditions of this Agreement. You represent The Databases made available to Authorized User are the subject of copyright protection, and warrant the original copyright owner (EBSCO or its licensors) retains the ownership of the Database(s) and all portions thereof. EBSCO does not transfer any ownership, and the Licensee and Sites may not reproduce, distribute, display, modify, transfer or transmit, in any form, or by any means, any Database or any portion thereof without the prior written consent of EBSCO, except as specifically authorized in this Agreement.
B. The Licensee is authorized to ProQuest provide on-site access through the Sites to the Databases to any Authorized User. The Licensee and Sites are authorized to provide remote access to the Databases only to their patrons as long as security procedures are undertaken that you will prevent remote access by institutions, employees at non-subscribing institutions or individuals, that are not parties to this Agreement who are not expressly and specifically granted access by EBSCO. Remote access to the Databases is permitted to patrons of subscribing institutions accessing from remote locations for personal, non-commercial use. However, remote access to the Databases from non-subscribing institutions is not allowed if the purpose of the use is for commercial gain through cost reduction or avoidance for a non-subscribing institution. Remote access for personal use from these institutions is permissible.
C. Licensee and Authorized Users agree to abide by the Copyright Act of 1976 as well as any contractual restrictions, copyright restrictions, or other restrictions provided by publishers and specified in the Databases. Pursuant to these terms and conditions, the Licensee and Authorized Users may download or print limited copies of citations, abstracts, full text or portions thereof provided the information is used solely for personal, non-commercial use. Licensee and Authorized Users may not publish the information. Licensee and Authorized Users shall not use the Products Database as a component of or the basis of any other publication prepared for sale and will neither duplicate nor alter the Databases or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to content therein in any manner nor use same for sale or distribution. Licensee and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You Authorized Users may create printouts of materials retrieved through the Products Databases via on-line printing, off-line printing, facsimile, facsimile or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products Databases in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products Databases is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your the use of the materials under the doctrines doctrine of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors . Publishers may have impose their own conditions of use applicable solely only to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content content. The Licensee shall take all reasonable precautions to limit the usage of the Databases(s) to those specifically authorized by this Agreement.
D. Authorized Sites may be added or deleted from this Agreement as mutually agreed upon by EBSCO and Licensee
E. Licensee agrees to comply with the Copyright Act of 1976, as provided by the Berne Convention for Protection of Literary and Artistic Works, and agrees to indemnify EBSCO against any actions by Licensee that are not consistent with the Copyright Act of 1976 or the Berne Convention.
F. The computer software utilized via EBSCO's service(s) is protected by copyright law and international treaties. Unauthorized reproduction or distribution of this software, or any portion of it, is not allowed. User shall not materially alter your use reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Productssoftware, or create derivative works from the software.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 8 contracts
Sources: Publishing License Agreement, License Agreement, Publishing License Agreement
License. 2.1. Except as expressly provided in this Agreement, no license under any patents, copyrights, trademarks, trade secrets or any other Intellectual Property Rights, express or implied, are granted by GMV to You.
2.2. Subject to (i) the terms and conditions contained herein, including (ii) all terms and conditions of all relevant export license documentation, as applicable, (iii) your continuous compliance with this Agreement, and (iv) payment in full of the Price, GMV grants You, during the Term of this Agreement, a limited, non-exclusive, non-transferable, limited license to use the Software solely for the Licensee Purposes at the Designated Site(s) for the Designated Satellite(s); subject to the following limitations:
a) The Software licensed hereunder is protected and covered by applicable Spanish, United States and international copyright and/or patent laws and international treaty provisions. Unauthorized copying, reprinting, transcribing, or reproducing of the Software in part or in whole is expressly forbidden without the written consent of GMV. Subject to these restrictions, You shall have the right to make the Designated Number of Copies of the Software for the Licensee Purposes.
b) You shall not sell, sublicense, rent, lease, assign, electronically distribute, or timeshare the Software, or market the Software by interactive cable or remote processing services or otherwise use, reproduce or distribute the Software other than as expressly authorized in this Agreement.
c) You shall not transfer the Software from the Designated Sites without the prior written consent of GMV. Such consent shall not be withheld unreasonably, assuming that a reasonable compensation is agreed upon.
d) You shall use the Software only for the Designated Satellites. You may not use the Software for additional satellites without the prior written consent of GMV. Such consent shall not be withheld unreasonably, assuming that a reasonable compensation is agreed upon.
e) You shall not de-compile, disassemble or attempt to disassemble (i.e. reverse engineer) or otherwise design-around the Object Code or in any other manner attempt to uncover the Source Code for the Software.
f) You shall not make or allow to be made any Modifications of the Software whenever making such Modifications would create a new work in which the copyright and other Intellectual Property Rights are not either (i) owned exclusively by GMV, (ii) automatically assigned to GMV under the terms of this Agreement, ProQuest Information or (iii) as set forth below: All copyrights and Learning Company ("ProQuest") other Intellectual Property Rights in and to all Modifications to the Software made by anyone other than GMV are hereby grants you a non-exclusive, non-transferable license assigned and conveyed to have access to and use GMV as of the on-line, FTP electronic feed date of their creation in whole or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedulepart.
bg) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of export the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelySoftware.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 6 contracts
Sources: Binary Code License Agreement, Binary Code License Agreement, Binary Code License Agreement
License. aThe software and services and documentation, (including any product packaging) Subject (the “Documentation”), that accompanies this License Agreement (collectively the “Software and Services”) is the property of Symantec or its licensors, and is protected by copyright law. Although Symantec or its licensors continues to own the terms Software and Services, after Your acceptance of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license License Agreement You will have certain rights to have access to and use the on-lineSoftware and Services on a computer, FTP electronic feed virtual environment, mobile or CDROM products provided mobile computing device (a “Device”) for as long as Symantec maintains and makes the Software and Services available to You. All rights not expressly granted to You are retained by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and Symantec and/or its licensors. This License is granted Agreement governs any releases, revisions, or enhancements to you at your principal location for the type(s) Software and Services, that Symantec may furnish to You. Your rights and obligations under this License Agreement with respect to the use of access (whether remote or on-site only), the Software and Services shall be as follows. You may:
A. use one copy of the Software and Services on a single Device. If a greater number of simultaneous users copies and/or number of Devices is specified within the Documentation or the applicable transaction documentation from the authorized distributor or reseller from which You obtained the Software and Services, You may use the Software and Services in accordance with such specifications;
B. make one copy of the Software for back-up or archival purposes, or copy the Software onto the hard disk of Your Device and retain the original for back-up or archival purposes;
C. use the Software and Services on a network, provided that You have a licensed copy of the Software and Services for each Device that can access the Software and Services over that network;
D. permanently transfer all of Your rights in the Software and Services granted under this License Agreement to another person or entity, provided that You retain no copies of the Software and Services and the network configuration specified on transferee agrees to all the Fee Scheduleterms of this License Agreement. For the avoidance of doubt, if the Software and Services being transferred is part of a multiple product offering You must transfer all Your rights to all product offerings included in such Software and Services. Partial transfer of Your rights under this License Agreement shall not be permitted and any such attempts shall be void and null. For example, if the Documentation or the applicable transaction documentation from the authorized distributor or reseller grants You the right to use multiple copies of the Software and Services, only a transfer of all the rights to use all such copies of the Software and Services would be valid; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.and
b) You will E. use the Products solely for your own personal or internal useSoftware and Services in accordance with any additional permitted uses which may be set forth below. You will not publishmay not, broadcast nor may You permit any other person to:
A. sublicense, rent or sell lease any materials retrieved through portion of the Products Software and Services;
B. reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software and Services or create derivative works from the Software and Services; C. provide, offer or make available the Software and Services as part of a facility management, timesharing, service provider or service bureau arrangement; or
D. use the materials Software and Services in any manner that will infringe the copyright is not permitted pursuant to this License Agreement. The Software and Services may include third party features and functionalities or other proprietary right of ProQuest may access content on a third party website. Such features, functionalities or its licensors. You content may not use the Products be subject to execute denial such third party terms of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensorsprivacy policies.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 6 contracts
Sources: License Agreement, License Agreement, License Agreement
License. Subject to the terms and conditions of this Agreement, MLS hereby grants a License (the “License”) to the Consultant and the Participant to receive electronically from MLS, the MLS Content for use solely and exclusively in connection with the display of MLS Content as specified on Exhibit A. Except as expressly set forth in this Agreement, Participant and Consultant shall not, and shall not facilitate, cause, or allow anyone else to, do any of the following: (a) Subject use, display, access, distribute, transfer, alter, or modify the MLS Content, or otherwise create any derivative works of the MLS Content, (b) download, distribute, export, deliver, or transmit any of the MLS Content, including to any computer or other electronic device, except as permitted under this Agreement, or (c) sell, grant access to, or sublicense the MLS Content, or any portion of the MLS Content, to any third party. Participant and Consultant agree to take all reasonable steps necessary to protect the MLS Content from unauthorized access, distribution, copying or use. Consultant agrees that MLS Content may not be reused in any manner for the purpose of providing services to any other Participant not party to this Agreement. Consultant further expressly agrees that the MLS Content shall be displayed and used ONLY on the website which is fully and completely owned and solely controlled by Participant. In consideration for the License granted under this Agreement, the Participant agrees to pay to MLS the license fees and other fees described on Exhibit B to this Agreement (the “Fees”) and the Participant and Consultant , jointly and severally, agree to pay all damages involved, of any sort, kind or nature for any breach of this agreement and for such liquidated damages as herein specified in this agreement . Participant and Consultant shall be responsible for their own expenses and costs under this Agreement, and MLS shall have no obligation to reimburse any expenses or costs incurred in the exercise of rights or the performance or other duties under this Agreement. THE LICENSE GRANTED UNDER THIS AGREEMENT, INCLUDING ACCESS AND DISPLAY OF THE MLS CONTENT, IS PROVIDED “AS IS,” AND, EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT, MLS DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Participant and Consultant confirm that they have received and understand the Rules and agree to be bound by them. The Rules may include terms and limitations in addition to those set forth in this Agreement. MLS may modify the Rules at any time, in its sole discretion. Participant and Consultant shall comply with such modification(s) not later than the specified effective date or ten (10) business days after receipt, whichever is later. Access to the MLS Content shall be exclusively by the means, including the format and method of delivery designated by MLS. MLS may, in its sole discretion and upon thirty (30) days prior written notice, change the means and nature of accessing the MLS Content. Consultant hereby acknowledges and agrees that (a) Consultant has no independent participation rights in the MLS by virtue of this license; (b) Consultant shall not use MLS Content except in connection with providing Participant with the services defined in this agreement and in Exhibit A to this Agreement; and (c) Consultant’s access to MLS Content is derivative of the rights of Participant. MLS shall not be obligated to make any changes to the MLS Server, including any software running on the MLS Server, the configuration, applicable protocols, or any other aspect of the MLS Server for any reason. Participant and Consultant acknowledge that the MLS Server, together with access to the MLS Content, may from time-to-time be unavailable, whether because of technical failures or interruptions, intentional downtime for service or changes to the MLS Server, or otherwise. Participant and Consultant agree that any modification of the MLS Server, any interruption or unavailability of access to the MLS Server, or access to or use of the MLS Content shall not constitute a default under this Agreement. MLS shall have no liability of any nature to Participant or Consultant for, and Participant and Consultant waive all claims arising out of, any such modifications, interruptions, unavailability, or failure of access. Participant and Consultant acknowledge and agree that the MLS Content is proprietary; are original works of authorship of MLS; consists of information for which MLS has sufficient rights to grant this License; and is protected under United States copyright law. Consultant further acknowledges and agrees that all right, title, and interest in and to the MLS Content and any modifications, enhancements, or derivative works of the MLS Content, are and shall remain with MLS. This Agreement does not convey or grant any interest in or to the MLS Content, but only a limited right to access and display the MLS Content, revocable in accordance with the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed . Consultant agrees that it will not challenge or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire take any action inconsistent with MLS’s ownership interest of or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (includingMLS Content as described herein. Consultant agrees that it will include and not alter or remove any trademark, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products copyright, other notices, or any material retrieved from the Products to create products disclaimers located or perform services which compete used on or interfere in connection with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access MLS Content. Consultant agrees to data and information, then, subject provide notice to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide person with access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts display of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part MLS Content that the source of the Products MLS Content is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelyMLS.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 5 contracts
Sources: Data Access and Use License, Data Access and Use License, Data Access and Use License
License. a4.1 BOARD hereby grants to LICENSEE: (i) Subject a worldwide, royalty-bearing, exclusive license under PATENT RIGHTS to discover, research, develop, make, have made, use, offer for SALE, SELL and/or import LICENSED PRODUCTS; and (ii) a worldwide, non-exclusive license under TECHNOLOGY RIGHTS to discover, research, develop, make, have made, use, offer for SALE, SELL and/or import LICENSED PRODUCTS. The licenses granted under this Section 4.1 are subject to the payment by LICENSEE to BOARD of all consideration as provided herein, and are further subject to the rights retained by BOARD to:
a. publish the general scientific findings from research related to LICENSED SUBJECT MATTER subject to the terms of Article 12, Confidential Information of this AgreementAGREEMENT and Article 7 of the SRA;
b. use LICENSED SUBJECT MATTER for SYSTEM research, ProQuest Information teaching and Learning Company ("ProQuest") hereby grants you a nonother educationally-exclusiverelated, non-transferable license commercial purposes; and
c. transfer LICENSED SUBJECT MATTER to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access academic or research institutions for non-commercial research use only, which research use shall exclude research for which a commercial entity receives a license or an option to data and informationresulting intellectual property.
4.2 Except for the rights retained by BOARD as set forth in Section 4.1, then, subject BOARD hereby agrees that it shall not grant to any special restrictions of THIRD PARTY any license under the copyright ownerTECHNOLOGY RIGHTS to discover, you research, develop, make, have made, use, offer for SALE, SELL and/or import LICENSED PRODUCTS.
4.3 LICENSEE may provide public access extend the license granted herein to and retrieval of data and information through any AFFILIATE if the Products AFFILIATE consents in writing to be bound by or for walk-in public users while on-site. You will limit such use this AGREEMENT to the customary services same extent as LICENSEE. LICENSEE must deliver to BOARD a true and accurate copy of such written agreement, and any modification or termination thereof, within 30 days after execution, modification or termination; provided however that such copy may be redacted to patrons and you will delete information that is not re-distribute the materials retrieved from the Products or provide access relevant to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuestdetermining LICENSEE’S compliance with its obligations under this AGREEMENT.
d) You 4.4 LICENSEE may create printouts grant sublicenses consistent with this AGREEMENT to THIRD PARTIES if LICENSEE is responsible to BOARD for the activities of materials retrieved through its sublicensees relevant to this AGREEMENT as if the Products via on-line printingactivities were carried out by LICENSEE, off-line printing, facsimile, or electronic mail. All reproduction and distribution including the payment of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as royalties owed to create a collection of materials comprising all or part of the Products is strictly prohibited BOARD whether or not such collection royalties are paid to LICENSEE by a sublicensee. LICENSEE must furnish to BOARD a true and correct copy of each sublicense granted by LICENSEE, and any modification or termination thereof, within 30 days after execution, modification, or termination; provided however that such copy may be redacted to delete information that not relevant to determining LICENSEE’S compliance with its obligations under this AGREEMENT. When this AGREEMENT is terminated, BOARD and UT SOUTHWESTERN agree to accept as successors to LICENSEE existing sublicensees in electronic or print form. Notwithstanding good standing at the above restrictionsdate of termination, provided that the sublicensees consent in writing to be bound by all applicable terms and conditions of this paragraph AGREEMENT.
4.5 BOARD shall not restrict your use its best efforts to disclose to LICENSEE (a) all TECHNOLOGY RIGHTS that are in existence as of the materials under EFFECTIVE DATE within thirty (30) days after the doctrines of "fair use" EFFECTIVE DATE and (b) all other TECHNOLOGY RIGHTS within a reasonable time after their creation or "fair dealing" as defined under development. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the laws Securities and Exchange Commission pursuant to Rule 406 of the United StatesSecurities Act of 1933, Englandas amended.
4.6 In the event that either party identifies other patents and/or patent applications that such party reasonably believes are necessary to practice the inventions licensed under this AGREEMENT and such patents and/or patent applications (a) disclose or claim inventions that were developed at UT SOUTHWESTERN prior to the EFFECTIVE DATE, (b) were assigned, or German Copyright Law respectively.
eshould have been assigned, to BOARD, and (c) Individual content providers or licensors may have conditions of use applicable solely are not (i) exclusively licensed to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
fa THIRD PARTY, (ii) If your subscription allows you co-exclusively licensed to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more THIRD PARTIES with no additional co-exclusive licenses available, (iii) the subject of your secure access method(san option for a THIRD PARTY to obtain an exclusive license, or (iv) is being misused. If you authorize feethe subject of an option for one or more THIRD PARTIES to obtain a co-perexclusive license with no additional options for co-article access exclusive licenses available, then the party making such identification shall promptly notify the other party and upon LICENSEE’S request, BOARD shall negotiate in good faith with LICENSEE to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:grant a license to LICENSEE under such patents and/or patent applications on commercially reasonable terms.
Appears in 4 contracts
Sources: Exclusive Patent License Agreement (Signal Genetics, Inc.), Exclusive Patent License Agreement (Signal Genetics, Inc.), Exclusive Patent License Agreement (Signal Genetics, Inc.)
License. a) Subject Unless otherwise specified, I agree that DOGPOUND FITNESS will have the irrevocable right to the terms use my name, biographical information, voice, photograph, likeness, performance, and any interviews and recordings of this Agreement, ProQuest Information me for marketing purposes in any and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed all media now known or CDROM products provided by ProQuest to you as listed developed in the attached Fee Schedule future, attached invoice throughout the world without time restrictions to promote DOGPOUND FITNESS without compensation or accepted purchase order obligation to me. I acknowledge and agree that my performance, activities, participation and any interviews that I give may be recorded and such recordings may be used pursuant to this agreement. I agree that any filmed, videotaped or recorded performances, interviews, press kits, b-roll footage, video news releases and any other materials of me captured or created by DOGPOUND FITNESS (collectively, “Materials”) shall be owned solely by DOGPOUND FITNESS. DOGPOUND FITNESS shall be the "Products"). You do not acquire any ownership interest or exclusive owner of all copyrights and other rights in and to such Materials, which shall be deemed a work- made-for-hire specifically ordered and/or commissioned by DOGPOUND FITNESS. I hereby waive any “moral rights” I may have in the Products and associated materials and all such rights and interests remain in ProQuest and its licensorsMaterials. This License is granted Without waiving the generality of the foregoing, DOGPOUND FITNESS shall have the right to you at your principal location for the type(s) of access (whether remote or on-site only)use, number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through copyright, edit, adapt and/or modify the Products or use the materials Materials in any manner way. I agree that DOGPOUND FITNESS will infringe have the copyright right to attribute statements to me, which are expressions of my personal experience and belief, which are contained in the Materials. I agree that no Materials containing my name, biographical information, quotes, photographs, or other proprietary right recorded interviews need to be submitted to me for any approval and DOGPOUND FITNESS shall be without liability to me for any distortion or illusionary effect resulting from the publication of ProQuest my photograph or its licensorsrecorded interview. You may not use I further agree that DOGPOUND FITNESS shall have the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (includingright, but not limited the obligation, to automated "bots" or link checkers). You may print and make copies any use of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-rights granted in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuestthis agreement.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 3 contracts
Sources: Customer Liability Waiver, Release, and Indemnity Agreement, Customer Liability Waiver, Release, and Indemnity Agreement, Customer Liability Waiver, Release, and Indemnity Agreement
License. a) Subject A. EBSCO hereby grants to the Licensee a nontransferable and non-exclusive right to use the Databases and Services made available by EBSCO according to the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) conditions of this Agreement. You represent The Databases and warrant Services made available to ProQuest Authorized Users are the subject of copyright protection, and the original copyright owner (EBSCO or its licensors) retains the ownership of the Databases and Services and all portions thereof. EBSCO does not transfer any ownership, and the Licensee and Sites may not reproduce, distribute, display, modify, transfer or transmit, in any form, or by any means, any Database or Service or any portion thereof without the prior written consent of EBSCO, except as specifically authorized in this Agreement.
B. The Licensee is authorized to provide on-site access through the Sites to the Databases and Services to any Authorized User. The Licensee may not post passwords to the Databases or Services on any publicly indexed websites. The Licensee and Sites are authorized to provide remote access to the Databases and Services only to their patrons as long as security procedures are undertaken that you will prevent remote access by institutions, employees at non-subscribing institutions or individuals, that are not parties to this Agreement who are not expressly and specifically granted access by EBSCO. For the avoidance of doubt, if Licensee provides remote access to individuals on a broader scale than was contemplated at the inception of this Agreement then EBSCO may hold the Licensee in breach and suspend access to the Database(s) or Services. Remote access to the Databases or Services is permitted to patrons of subscribing institutions accessing from remote locations for personal, non-commercial use. However, remote access to the Databases or Services from non-subscribing institutions is not allowed if the purpose of the use is for commercial gain through cost reduction or avoidance for a non-subscribing institution.
C. Licensee and Authorized Users agree to abide by the Copyright Act of 1976 as well as by any contractual restrictions, copyright restrictions, or other restrictions provided by publishers and specified in the Databases or Services. Pursuant to these terms and conditions, the Licensee and Authorized Users may download or print limited copies of citations, abstracts, full text or portions thereof, provided the information is used solely in accordance with copyright law. Licensee and Authorized Users may not publish the information. Licensee and Authorized Users shall not use the Products Database or Services as a component of or the basis of any other publication prepared for sale and will neither duplicate nor alter the Databases or Services or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright ownercontent therein in any manner, you may provide public access to nor use same for sale or distribution. Licensee and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You Authorized Users may create printouts of materials retrieved through the Products via on-line Databases or Services online printing, off-line offline printing, facsimile, facsimile or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products Databases or Services shall be for your own internal or personal use. Downloading of all or parts of the Products Databases or Services in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products Databases or Services is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your the use of the materials under the doctrines doctrine of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors . Publishers may have impose their own conditions of use applicable solely only to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content content. The Licensee shall take all reasonable precautions to limit the usage of the Databases or Services to those specifically authorized by this Agreement.
D. Authorized Sites may be added or deleted from this Agreement as mutually agreed upon by EBSCO and Licensee
E. Licensee agrees to comply with the Copyright Act of 1976, and agrees to indemnify EBSCO against any actions by Licensee that are not consistent with the Copyright Act of 1976.
F. The computer software utilized via EBSCO's Databases and Service(s) is protected by copyright law and international treaties. Unauthorized reproduction or distribution of this software, or any portion of it, is not allowed. User shall not materially alter your use reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Productssoftware, or create derivative works from the software.
f) If your subscription allows you G. The Databases are not intended to provide remote access replace Licensee's existing subscriptions to content available in the Products, you will limit access Databases.
H. Licensee agrees not to include any advertising in the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification Databases or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:Services.
Appears in 3 contracts
Sources: Ebsco License Agreement, Ebsco License Agreement, License Agreement
License. a) Subject to the terms and conditions of this Agreement, ProQuest Information and Learning Company ("ProQuest") DWA LLC hereby grants you to Company, under all Intellectual Property Rights in or to the DWA Technology that DWA or any of its Affiliates owns or otherwise has the right to license, a royalty-free (except as may be set forth in an Additional License Addendum), nonexclusive, nontransferable (except as provided in Section 9.3) and non-exclusive, non-transferable sublicensable (except as set forth in Section 2.5) license during the License Term to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed DWA Technology for Company’s internal business operations in connection with operation of the attached Fee Schedule , attached invoice or accepted purchase order Core Business (the "Products"“Technology License”). You do The Technology License does not acquire any ownership interest include the right to use the DWA Technology to provide production services, development services, or rights in other services to third Persons but, for clarity, does include the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location right for the type(s) Company to use the DWA Technology in connection with its own work on co-productions with third Persons (to be clear, in any such co-production, the use of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations DWA Technology must be listed on by the Additional Sites/Member Libraries Schedule.
b) You will use Company or a Subsidiary Sublicensee and not by the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkersapplicable third Party). You may print In addition, for clarification and make copies notwithstanding the generality of materials retrieved through the Products only as permitted in Section 1 (d) foregoing, with respect to any items of this Agreement. You represent and warrant to ProQuest DWA Technology that you will not use the Products DWA or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-Affiliates distributes as embedded components in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your its own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so Content as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your intended and normal use of such DWA Technology, the materials under Technology License includes the doctrines of "fair use" right to distribute such embedded components as embedded in the Content in connection with which such components are used, in each case to the same extent and in the same manner that DWA or "fair dealing" as defined under the laws such Affiliate distributes such embedded components in its own Content. The License Term of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed Technology License will commence on the computer screen displays associated with such content Effective Date and shall not materially alter your will continue thereafter for the Term, unless sooner terminated as set forth in Section 6. To be clear, and notwithstanding the restrictions set forth in Section 2.10(a) or anything else in this Agreement, intended or normal use of scripted or configured code within the Products.
f) If your subscription allows you DWA Technology for its intended purpose that involves re-scripting or configuration will not be deemed to provide remote access be and will not be a violation of the restrictions on modification set forth in Section 2.10(a). Company understands and acknowledges that re-scripting or configuration other than as done by DWA or any of its Affiliates in its production environment or according to documentation provided by DWA or any of its Affiliates may cause the Productsapplicable DWA Technology or patches, you will limit access fixes, updates, upgrades, and new releases to the Products such DWA Technology not to Authorized Users (defined below) through the use of user identification numbers function properly and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) Company agrees that DWA is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are not responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:any such problems.
Appears in 3 contracts
Sources: License Agreement, License Agreement (DreamWorks Animation SKG, Inc.), Transaction and Contribution Agreement (DreamWorks Animation SKG, Inc.)
License. a) Subject to the terms of this AgreementLicensee’s full and timely compliance with its obligations hereunder, ProQuest Information and Learning Company ("ProQuest") Licensor hereby grants you to Licensee, and Licensee hereby accepts, a limited non-exclusive, non-transferable transferable, non-sublicensable (except as set forth in Section 2.2 below) license to have access to exhibit on the terms and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed conditions set forth herein: (a) each VOD Included Program in its Authorized Version and in the attached Fee Licensed Language during its VOD License Period on a Video-On-Demand basis on the VOD Service delivered to a VOD Subscriber within the Territory by means of the VOD/SVOD Approved Delivery Means pursuant solely to a VOD Subscriber Transaction, for viewing within such Subscriber’s Private Residence or viewing as a Personal Use solely during the applicable VOD Viewing Period, in accordance with the VOD Usage Rules and subject at all times to the Content Protection Obligations and Requirements set forth in Schedule C, attached invoice or accepted purchase order and (the "Products"). You do not acquire any ownership interest or rights b) each SVOD Included Program in its Authorized Version and in the Products and associated materials and all such rights and interests remain in ProQuest and Licensed Language during its licensors. This SVOD License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified Period on a SVOD basis on the Fee Schedule; additional authorized sites SVOD Service delivered to an SVOD Subscriber within the Territory by means of the VOD/SVOD Approved Delivery Means, for viewing within such SVOD Subscriber’s Private Residence or locations must be listed on viewing as a Personal Use, in accordance with the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems SVOD Usage Rules and subject at all times to the extent such searches unduly burden ProQuest's systems (including, but Content Protection Obligations and Requirements set forth in Schedule C. Licensee shall have the right to exploit the foregoing rights using VCR Functionality. Licensor shall not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, be subject to any special restrictions holdback at any time with respect to the exploitation of any Included Program in any version, language, territory or medium or by any transmission means, in any format to any device in any venue or in any territory; provided, however, that Licensor shall not make more than 33% of the copyright owner, you may provide public access to and retrieval of data and information through the Products by SVOD Included Programs available on a free or for walkadvertiser-in public users while supported video-on-site. You will limit demand basis in the Territory during the respective SVOD License Periods for such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print formSVOD Included Programs. Notwithstanding the above restrictionsforegoing, this paragraph the parties agree that the foregoing shall not restrict your use limit the terms of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:Section 2.3
Appears in 2 contracts
Sources: Vod & Svod License Agreement, Vod & Svod License Agreement
License. aSubject to the terms and conditions of this mAnalytics License Agreement, you are hereby granted a limited, personal, nonexclusive, non-sublicensable, nontransferable license to use the mAnalytics functionality (in machine readable object code form only) Subject in accordance with the terms of this mAnalytics License Agreement and for the sole purpose of enabling you to use the mAnalytics functionality as part of FIS’s mBanking Service. This is not a sale of the mAnalytics functionality. All rights not expressly granted to you by this mAnalytics License Agreement are hereby reserved by FIS and its licensors. Nothing in this license will entitle you to receive hard-copy documentation, technical support, telephone assistance, or updates to the mAnalytics functionality. Your use of the mAnalytics functionality is subject to the Agreement. In addition, in order to use the mAnalytics functionality, you must first agree to the terms of this mAnalytics License Agreement, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may mAnalytics functionality if you perform automated searches against ProQuest's systems to do not accept the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) terms of this mAnalytics License Agreement. FIS may update this mAnalytics License Agreement at any time by posting a new version of this mAnalytics License Agreement on the mAnalytics website or by otherwise providing you with an updated version. Your continued use of the mAnalytics functionality shall be deemed your acceptance of the terms of any update to this mAnalytics License Agreement. You represent and warrant agree to ProQuest that you will not use the Products or any material retrieved from the Products seek proper authorization within your company to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use agree to the customary services provided to patrons terms of this mAnalytics License Agreement and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed any updates on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more behalf of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s)company. The term "Authorized User" means:(“you”) shall be deemed to include the company or business which is employing your services.
Appears in 2 contracts
Sources: Information Technology Services Agreement, Information Technology Services Agreement (Bank of Marin Bancorp)
License. a2.1 Except as otherwise provided in this Agreement, Licensor hereby grants to Licensee, during the Term (as defined in Section 3.1) Subject of this Agreement and subject to the terms of this Agreementand conditions contained herein, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable nontransferable, irrevocable worldwide license to have access to and use the on-line, FTP electronic feed Licensed Intellectual Property in conjunction with Licensee's marketing or CDROM sale of products provided by ProQuest to you as listed and services in the attached Fee Schedule floral and specialty gift business on its Internet Site and through its Telephone Number, attached invoice within the Media solely for direct sales to consumers. Nothing in this Agreement grants Licensee ownership or accepted purchase order (the "Products"). You do not acquire any ownership interest or other rights in or to the Products Licensed Intellectual Property, except in accordance with and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent of this license, and Licensee shall not sublicense the Licensed Intellectual Property to any third party or Person without the prior written consent of Licensor, which shall not be unreasonably withheld. Except as provided in this Agreement, this Section 2.1 shall not be construed to prohibit the use of any Licensed Intellectual Property by Licensor, its divisions, business units, affiliates, subsidiaries and licensees.
2.2 Licensor shall have the right to demand the withdrawal of any Content that includes images of products that compete with the specified Licensor's products or services, from Licensee's Internet Site and from any of Licensee's advertising or other materials that in Licensor's reasonable opinion conflicts with, interferes with or is detrimental to Licensor's reputation or business as currently conducted or that will subject Licensor to unfavorable regulatory action or liability for any reason, violate any law or infringe the rights of any Person; provided, however, Licensor must give Licensee prior written notice of its intentions to demand such searches unduly burden ProQuest's systems withdrawal and will allow Licensee a reasonable time to remedy the offensive situation. Upon written notice from Licensor to withdraw any such Content, Licensee shall, in its discretion, either (includinga) cease using any such Content on its Internet Site or (b) remove the Licensed Intellectual Property from its Internet Site, in either case as soon as commercially and technically feasible, but in any event within five business days after Licensor's written notice. If Licensee cannot limited to automated "bots" cease using such Content or link checkers). You remove such Licensed Intellectual Property, as the case may print be, within five business days after the date of Licensor's written notice, Licensee will so notify Licensor detailing why the cessation or removal cannot be effected within five business days and make copies of materials retrieved through stating when the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you cessation or removal will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, thenbe effected, subject to any special restrictions the terms of the copyright ownerpreceding sentence, you may provide public access to and retrieval and, in such event, Licensee shall cease using such Content or remove such Licensed Intellectual Property within 20 business days after the date of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you written notice.
2.3 Licensor agrees that it will not re-distribute unreasonably withhold approval of Licensee's reasonable requests to develop and market new products that incorporate the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuestLicensed Intellectual Property.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 2 contracts
Sources: Trademark License Agreement (FTD Com Inc), Trademark License Agreement (FTD Com Inc)
License. aHIFU Subsidiary hereby grants HT Prostate, and HT Prostate hereby accepts, an exclusive, royalty-bearing, non-assignable, non-transferable, non-sublicensable license to use the trademarks, proprietary names and other marks set forth in Schedule A (the “Ablatherm Related Marks”) Subject in the Territory during the term of this Agreement solely for the purpose of marketing, distributing and providing services for the Products and Ablatherm Related Devices as permitted herein. In consideration for this exclusive license, HT Prostate agrees to pay EDAP an amount equal to 10% of the terms sales price of the Products sold to HT Prostate by EDAP. Both EDAP and HT Prostate agree that this royalty is included in the sales prices referenced in, or determined pursuant to, Section 6 of this Agreement. In marketing and distributing the Products and Ablatherm Related Devices, ProQuest Information HT Prostate shall use the Ablatherm Related Marks only and Learning Company shall not use any other trademark, proprietary name or other ▇▇▇▇ on any Product or Ablatherm Related Device except as may be provided pursuant to Section 4.4. HT Prostate shall use the Ablatherm Related Marks in the same style, typeface and graphic appearance as specified by HIFU Subsidiary, unless otherwise approved in writing by HIFU Subsidiary. HT Prostate shall not use the Ablatherm Related Marks in any other manner, either alone or in combination with any other word, ▇▇▇▇, logo or symbol, except with the prior written consent of HIFU Subsidiary. The exercise of HT Prostate’s rights to manufacture the Products under Section 5 and the subsequent removal of purchase requirements or royalty fees shall not terminate or affect the license provided herein. At HT Prostate’s expense, EDAP shall record the trademark license granted herein with the National Trademark Registry. Following termination of this Agreement ("ProQuest") hereby grants you other than a termination for material breach by HT Prostate of Section 5 or this Section 8), HT Prostate shall have a limited non-exclusive, non-transferable assignable, non-transferable, non-sublicensable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location Ablatherm Related Marks solely for the type(spurpose of (i) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely providing services for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use Ablatherm Related Devices purchased during the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) term of this Agreement. You represent Agreement and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or (ii) advertising its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution provision of such printouts, and all downloading and electronic storage of materials retrieved through the Products services. The limited license shall be continue only for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so long as HT Prostate continues to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not provide such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content services and shall not materially alter your use of automatically terminate, without the Productsneed for any action by any party, thereafter.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 2 contracts
Sources: Distribution Agreement (Healthtronics Surgical Services Inc), Distribution Agreement (Healthtronics Surgical Services Inc)
License. a) Subject In consideration of your commitment to submit your Product for registration under the terms of this AgreementPOSIX®: Certified by IEEE and The Open Group certification program, ProQuest Information and Learning Company ("ProQuest") THE OPEN GROUP hereby grants you a nontime-limited, non- exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed Test Suites in connection with the attached Fee Schedule , attached invoice or accepted purchase order (the "Products")Product. You do not acquire any ownership interest or rights in may use the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location Test Suites only for testing the Product for the type(s) purposes of access (whether remote or on-site only), number of simultaneous users certification under the POSIX®: Certified by IEEE and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal useThe Open Group certification program. THE TEST SUITE MAY CONTAIN A DISABLING DEVICE THAT WILL PREVENT IT FROM BEING USED UPON EXPIRATION OF THIS LICENSE. YOU WILL NOT TAMPER WITH THIS DISABLING DEVICE OR THE TEST SUITE. YOU SHOULD TAKE PRECAUTIONS TO AVOID ANY LOSS OF DATA THAT MIGHT RESULT WHEN THE TEST SUITE CAN NO LONGER BE USED. You will not publish, broadcast or sell any materials retrieved through ensure that anyone who uses the Products or Test Suites does so only for your authorized use and in compliance with the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) terms of this Agreement. You represent and warrant to ProQuest that you will may not use the Products 1) use, copy, modify or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectlyTest Suites except as provided in this Agreement; 2) reverse assemble, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimilereverse compile, or electronic mail. All reproduction and distribution otherwise translate the Test Suites except as specifically permitted by law without the possibility of such printoutscontractual waiver; or 3) sublicense, and all downloading and electronic storage rent, or lease the Test Suites; or 4) publicly disclose the results of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your any use of the materials under Test Suites or make any other claim that a product has "passed" the doctrines Test Suites without the previous written consent of "fair use" or "fair dealing" as defined under the laws THE OPEN GROUP. This license in itself grants no rights to use any of the United StatesPOSIX®: Certified by IEEE and The Open Group certification program trademarks in connection with the Product. This license begins with The Open Group notifying you via electronic mail of how to obtain the Test Suites and ends 180 days thereafter, Englandunless the Product becomes a Certified Product, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on in which case the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access license period extends to the Productsperiod that the Product remains a Certified Product. Unless THE OPEN GROUP specifies in writing that you may retain the Test Suites (in which case, an additional charge may apply), you will limit access to destroy the Products to Authorized Users (defined below) through the use Test Suites within ten days of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:when this license ends.
Appears in 2 contracts
Sources: Test Suite Time Limited License Agreement, Time Limited License Agreement
License. aA. EBSCO hereby grants to the LICENSEE and SITES, a nontransferable and non- exclusive right to use the Database(s) Subject according to the terms and conditions set forth in this AGREEMENT. The ORIGINAL COPYRIGHT OWNER retains the ownership of this Agreement, ProQuest Information and Learning Company ("ProQuest"the Database(s) hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights portions thereof; EBSCO does NOT transfer any ownership, and interests remain the LICENSEE and SITES may not reproduce, transfer or transmit, in ProQuest any form , or by any means, the Database(s) or any portian thereofwithout the prior written consent of EBSCO, except as specifically authorized in this AGREEMENT.
B. The LICENSEE and its licensors. This License is granted SITES are authorized to you at your principal location for the type(s) of access (whether remote or provide on-site only), number of simultaneous users access to the Database(s) to their walk-in patrons. The LICENSEE and SITES are authorized to provide remate access to the network configuration specified on the Fee Schedule; additional authorized sites Database(s) only to their patrons as long as security procedures are undertaken that will preven! remole access by institutions or locations must be listed on the Additional Sites/Member Libraries Scheduleindividuals that are not parties to this AGREEMENT who are not expressly and specifically granted access by EBSCO.
b) You will use C. Through this AGREEMENT, the Products LICENSEE, SITES and/or the patrons of the LICENSEE and/or SI TES m ay download or print limited copies of citations, abstracts, full text or portions thereof provided the information is used solely for your own personal or internal personal, non- commercial use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you LICENSEE will not use the Products Database as a componen! of or the basis of any other publication prepared for sale and will neither duplicate nor alter the Database or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access content therein in any manner nor use same for sale or distribution. The LICENSEE and SITES shall take all reasonable precautions to and retrieval limit the usage of data and information through the Products by or for walk-in public users while on-site. You will limit such use Database(s) to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless !hose specifically authorized by ProQuestthis AGREEMENT.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, D. Authorized sites m ay be added or electronic mail. All reproduction deleted from this AGREEMENT as mutually agreed u pon by EBSCO and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelyLICENSEE.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 2 contracts
Sources: License Agreement, License Agreement
License. a) Subject Immunization Unit grants the Authorized User a limited, non-transferable, non-sub-licensable, non-exclusive, terminable license to access and use the Site, the Services, and the Software for the Authorized User's personal and non-commercial use. The license granted by this Section is subject to the terms of this Agreement, ProQuest Information WDH and Learning Company Immunization Unit policies, and the provisions of HIPAA, HITECH, and other applicable state and federal Intellectual Property and other substantive law. Authorized Users may not use, copy, translate, modify, deploy, disassemble, decompile, create, or attempt to create by reverse engineering or otherwise, the Software or Services, the tools or applications used to access the Site, Software, or Services, or use Intellectual Property to create a Larger Work or a derivative work of any kind or for any purpose. The term of this Agreement and the license granted to a particular Authorized User by this section runs from the date the Authorized User electronically accepts the terms and conditions of this Agreement and remains in effect until this Agreement is terminated by any of the following:
("ProQuest"a) hereby grants you a The Authorized User notifies the Immunization Unit of its intent to stop using the Site to access and use the Services;
(b) The Authorized User notifies the Organization whose account the Authorized User is registered under of its intent to stop using the Site to access and use the Services;
(c) The Organization whose account the Authorized User is registered under notifies the Immunization Unit of its intent to stop using the Site to access and use the Services;
(d) The Organization whose account the Authorized User is registered under notifies the Immunization Unit to terminate the Authorized User’s access to the Site; or
(e) The Immunization Unit suspends Authorized User accounts after thirty (30) consecutive days of non-exclusiveuse. If an Organization notifies the Immunization Unit of its intent to stop using the Site under subsection (c) of this section, non-transferable concurrently terminating its ISA with the WDH, the Agreement and the license to granted by this Section 3 will terminate for all Authorized Users registered under the organization's account. As specified in Section 20, certain provisions of this Agreement survive the term and termination of this Agreement, however, upon expiration of the term, the license granted by this Section 3 will terminate immediately and automatically and the Authorized Users will no longer have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved Services through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensorsSite.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 2 contracts
Sources: End User License Agreement (Eula), End User License Agreement (Eula)
License. a) Subject to the terms of this Agreement, ProQuest Information and Learning Company ProQuest-CSA LLC ("ProQuest") hereby grants you a non-exclusive, non-transferable nontransferable license to have access to and use the on-line, FTP electronic feed or CDROM CD-ROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member SiteslMember Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or or-electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 2 contracts
Sources: License Agreement, License Agreement
License. a) Subject In consideration of your commitment to submit your Product for registration under the terms of this AgreementPOSIX®: Certified by IEEE and The Open Group certification program, ProQuest Information and Learning Company ("ProQuest") THE OPEN GROUP hereby grants you a nontime-limited, non- exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed Test Suites in connection with the attached Fee Schedule , attached invoice or accepted purchase order (the "Products")Product. You do not acquire any ownership interest or rights in may use the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location Test Suites only for testing the Product for the type(s) purposes of access (whether remote or on-site only), number of simultaneous users and certification under the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal usePOSIX®: THE TEST SUITE MAY CONTAIN A DISABLING DEVICE THAT WILL PREVENT IT FROM BEING USED UPON EXPIRATION OF THIS LICENSE. YOU WILL NOT TAMPER WITH THIS DISABLING DEVICE OR THE TEST SUITE. YOU SHOULD TAKE PRECAUTIONS TO AVOID ANY LOSS OF DATA THAT MIGHT RESULT WHEN THE TEST SUITE CAN NO LONGER BE USED. You will not publish, broadcast or sell any materials retrieved through ensure that anyone who uses the Products or Test Suites does so only for your authorized use and in compliance with the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) terms of this Agreement. You represent and warrant to ProQuest that you will may not use the Products 1) use, copy, modify or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectlyTest Suites except as provided in this Agreement; 2) reverse assemble, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimilereverse compile, or electronic mail. All reproduction and distribution otherwise translate the Test Suites except as specifically permitted by law without the possibility of such printoutscontractual waiver; or 3) sublicense, and all downloading and electronic storage rent, or lease the Test Suites; or 4) publicly disclose the results of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your any use of the materials under Test Suites or make any other claim that a product has "passed" the doctrines Test Suites without the previous written consent of "fair use" or "fair dealing" as defined under the laws THE OPEN GROUP. This license in itself grants no rights to use any of the United StatesPOSIX®: Certified by IEEE and The Open Group certification program trademarks in connection with the Product. This license begins with The Open Group notifying you via electronic mail of how to obtain the Test Suites and ends 180 days thereafter, Englandunless the Product becomes a Certified Product, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on in which case the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access license period extends to the Productsperiod that the Product remains a Certified Product. Unless THE OPEN GROUP specifies in writing that you may retain the Test Suites (in which case, an additional charge may apply), you will limit access to destroy the Products to Authorized Users (defined below) through the use Test Suites within ten days of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:when this license ends.
Appears in 2 contracts
Sources: Time Limited License Agreement, Test Suite Time Limited License Agreement
License. a) Subject to the terms and conditions of this Agreement, ProQuest Information and Learning Company ("ProQuest") Seller hereby grants you to Buyer a non-exclusive, nonperpetual, irrevocable, sublicenseable, royalty-transferable free license under: (i) the Seller Owned Intellectual Property; (ii) Intellectual Property that is owned by any member of the Seller Group and is used in or arises out of the conduct of the Extra Territory Business; (iii) the Business Authorizations; (iv) the Product Registrations; and (v) the Excluded In-Bound Licenses (prior to have access the effective date of assignment of such Excluded In-Bound Licenses, if any, by Seller to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest Buyer pursuant to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site onlySection 6.10), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems necessary to make, have made, use, sell, offer to sell, and import and otherwise exploit those Products pursuant to the conduct of the Business (including, but not limited to automated "bots" or link checkersthe “Product License”). You may print and make copies of materials retrieved through Seller does not grant to Buyer any rights or licenses whether by implication, estoppel or otherwise, except to the Products only as permitted in Section 1 (d) of extent expressly provided for under this Agreement. You represent and warrant to ProQuest that you will not use The foregoing Product License shall survive the Products or transfer of any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright ownerIntellectual Property Rights, you may provide public access Business Authorizations and Product Registrations that are the subject thereof, and each transferee or successor-in-interest to and retrieval such Intellectual Property Rights, Business Authorizations or Product Registrations shall continue to be bound by the terms of data and information through the Products by or for walk-in public users while on-siteProduct License. You will limit such use With respect to the customary services provided In-Bound Licenses and In-Bound Extra Territory Licenses, Seller shall (i) fulfill all of its material obligations, including its payment obligations, under each such agreement, (ii) not terminate, waive, amend or take any action or omit to patrons take any action that could adversely affects, or would reasonably be expected to adversely affect, the license granted to Buyer under this Section 2.9, and you will not re-distribute (iii) shall promptly notify Buyer of any default under or termination of, any such agreement. Seller shall maintain the materials retrieved from Business Authorizations and Product Registrations that are necessary for Buyer to enjoy the benefits of the Product License in the conduct of the Business so long as Buyer continues to sell Products or provide access with respect to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuestProduct Registrations.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Alphatec Holdings, Inc.), Purchase and Sale Agreement (Globus Medical Inc)
License. aThroughout the Term, NAVITAIRE will grant such access to Customer, Customer Agents and its and their authorized users (e.g., online customers and potential customers of Customer and Customer Agents) Subject to the terms of Hosted Services System in accordance with and subject to this Agreement, ProQuest Information and Learning Company ("ProQuest") . NAVITAIRE hereby grants you Customer a non-exclusive, non-transferable transferable, worldwide license to have access to and use the on-line, FTP electronic feed or CDROM products Hosted Services System and the APIs during the Term of this Agreement solely for the purposes of obtaining Hosted Services in accordance herewith including a right for Customer to permit Customer Agents and customers of Customer to use the Hosted Services System in accordance with and subject to this Agreement. All Hosted Services will be provided by ProQuest remote telecommunications from NAVITAIRE’s place of business, to you or through computers or servers owned or managed by or on behalf of Customer, Customer Agents or its and their authorized users, and Customer will not obtain possession of any tangible personal property as listed a result of the Hosted Services, such as electronic storage media unless expressly agreed in a Work Order or pursuant to an amendment to this Agreement. Subject to the attached Fee Schedule terms and conditions of this Agreement, attached invoice including without limitation, Section 9, Customer hereby grants to NAVITAIRE a limited, revocable, non-transferable, royalty-free license, without right to sub-license to reproduce, translate, encode, publish, use, and distribute Customer Data for the sole purpose of providing, and only to the extent necessary to provide, the Services to Customer. If and to the extent that Customer’s receipt of the Hosted Services requires NAVITAIRE to use certain trademarks, service marks, trade dress, logos, trade names, social media accounts (***** and other similar accounts), URL domain names and corporate names of Customer or accepted purchase order its licensors, together with all translations, adaptations, derivations, and combinations thereof (collectively, “Customer Marks”) and with respect to the "Products"use of the Customer ▇▇▇▇ identified in Section 11 in accordance with such Section, Customer hereby grants to NAVITAIRE a limited, non-exclusive, nontransferable, revocable, royalty-free license, with no right to sublicense, to use Customer Marks solely for the limited purposes of the performance of this Agreement, including, without limitation, as contemplated by Section 11. NAVITAIRE’s license to use such Customer Marks is further conditioned upon NAVITAIRE’s compliance with all Customer guidelines, policies, rules and procedures or other instructions provided to NAVITAIRE by Customer relating to such Customer Marks (“Customer ▇▇▇▇ Guidelines”). You do not acquire Customer reserves the right to add to, change, or discontinue the use of any ownership Customer Marks, on a selective or general basis, at any time. NAVITAIRE hereby acknowledges and agrees that all rights, title and interest or rights in *****Confidential portions of the Products material have been omitted and filed separately with the Securities and Exchange Commission. Hosted Services Agreement FINAL and to Customer Marks are and shall remain the exclusive property of Customer and that any use thereof and goodwill associated materials and all such rights and interests remain in ProQuest therewith shall inure solely to the benefit of the Customer and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You NAVITAIRE agrees that it will not publishregister, broadcast or sell any materials retrieved through the Products adopt or use the materials any confusingly similar trade names, trademarks or insignia in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensorsjurisdiction. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems Except to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted authorized in Section 1 (d) 11, NAVITAIRE shall not combine any other ▇▇▇▇, logo or trade name with any of Customer Marks without the prior written approval of Customer. Without limiting Customer’s rights and remedies, in the event that Customer notifies NAVITAIRE of any incorrect usage of such Customer Marks, NAVITAIRE shall immediately correct such usage as directed by Customer. NAVITAIRE shall provide to Customer a mock-up or other demonstration showing how each Customer ▇▇▇▇ will be used and/or displayed by NAVITAIRE and Customer must approve such use in advance. Upon expiration or termination of this Agreement, the permission to use Customer Marks granted hereunder will immediately terminate and NAVITAIRE agrees to immediately cease its use of all Customer Marks. You represent Without limiting the foregoing, NAVITAIRE acknowledges and warrant agrees that, as between the parties, Customer owns all right, title, and interest in and to ProQuest that you will not use Customer Data, including all Intellectual Property Rights therein, irrespective of whether such Customer Data is stored via the Products Services, on the Hosted Services System or in any material retrieved from database created using the Products Hosted Services. If NAVITAIRE is deemed to create products have any ownership interest in Customer Data, including any and all derivative works, enhancements, or perform services which compete other modifications thereto (other than the formatting of how such Customer Data is entered, stored and/or displayed in or interfere with by the publications Hosted Services), then NAVITAIRE shall assign, and services hereby does assign, irrevocably and royalty-free, all of ProQuest such ownership interest or other rights exclusively to Customer or its licensors.
c) Notwithstanding designee. NAVITAIRE shall, at Customer’s reasonable request and expense, complete, execute, and deliver any and all documents necessary to effect or perfect such assignments. Nothing in this Agreement constitutes the previous paragraph, if you represent grant of a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject general license to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mailCustomer Marks. All reproduction rights in and distribution to Customer Marks and Customer Data not expressly granted herein are reserved, no implied licenses are granted to NAVITAIRE by the terms of such printoutsthis Agreement, and all downloading and electronic storage of materials retrieved through the Products no license rights with respect to any Customer Marks or Customer Data shall be for your own internal created by implication or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelyestoppels.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 2 contracts
Sources: Hosted Services Agreement (Frontier Group Holdings, Inc.), Hosted Services Agreement (Frontier Group Holdings, Inc.)
License. a) Subject to 2.1 During the terms term of this Agreement, ProQuest Information Registry shall have the exclusive right to use, in accordance with the Assignment Guidelines and Learning Company ("ProQuest") hereby grants you a non-exclusiveonly for the pool of CSCs utilized through the CTIA, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "ProductsLicense") (i) the CSC Registry Rights, and (ii) a logo specified by CTIA to designate that Registry has been exclusively licensed by CTIA to serve as the registry for CSCs, together with (iii) the non-exclusive right to link to pages and documents within the CSCA Website and otherwise use the CSCA Website (collectively, the "Licensed Materials"). You do not acquire any ownership interest or rights , solely in connection with the provision of Registry Services in the Products United States and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems services directly related to the extent such searches unduly burden ProQuest's systems (includingprovision of Registry Services, but not limited to automated "bots" or link checkers). You may print and make copies provided that the use of materials retrieved through the Products only as permitted in Section 1 (d) of Licensed Materials is consistent with the licenses granted under this Agreement. You represent The Parties acknowledge that, through the exercise of the rights granted to it by the License, Registry shall be the exclusive registry of the pool of CSCs in the United States utilized through the CTIA during the Term of this Agreement and warrant shall have the right to ProQuest state that you will it has been so designated by CTIA.
2.2 Nothing in this Agreement shall be construed as granting to Registry a license to use any of CTIA's logos, trademarks, service marks, copyrighted materials or patents (collectively, CTIA's Intellectual Property), except as expressly set forth herein. Registry shall not modify or alter any of CTIA's Intellectual Property without the express written permission of CTIA. Any uses, modifications or alteration of CTIA's Intellectual Property shall be the sole property of CTIA and shall accrue to the benefit of CTIA exclusively.
2.3 Pursuant to the License, Registry shall have a nontransferable, nonexclusive, right to copy, distribute, publish and modify all of the CSC Data, and CSC Enhancements for the sole purpose of providing the Registry Services, and for the provision of other services directly related to the provision of Registry Services, provided that such use the Products or any material retrieved from the Products to create products or perform services which compete or interfere is consistent with the publications rights granted by the License and services of ProQuest or its licensorsthis Agreement.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 2 contracts
Sources: Common Short Code License Agreement (Neustar Inc), Common Short Code License Agreement (Neustar Inc)
License. a) Subject to the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby SI grants you a non-exclusive, non-transferable exclusive license to have access use the SOFTWARE in accordance with the following terms. SI retains title and all ownership rights to the SOFTWARE. SI grants you a single-user license which allows one (1) designated individual, and only one (1) individual, the right to install and use the on-lineSOFTWARE on a home, FTP electronic feed work or CDROM products provided by ProQuest portable computer. SI grants you the right to you as listed in make one (1) archival copy of the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location SOFTWARE for the type(s) sole purpose of access (whether remote or on-site only), number of simultaneous users backing up the SOFTWARE and protecting your investment from loss. SI further grants you the right to transfer this license and the network configuration specified on SOFTWARE to another party provided: 1) the Fee Scheduleother party accepts all terms of this agreement; additional authorized sites or locations must be listed on 2) all copies of the Additional Sites/Member Libraries Schedule.
bSOFTWARE are transferred and you discontinue use of the SOFTWARE after transferring; 3) You SI is promptly notified of the name and address of the other party; and 4) SI is not required to supply new media. TERM AND TERMINATION Failure to comply with any of these terms will terminate this agreement and your right to use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensorsSOFTWARE. You may not also choose to terminate the agreement at any time. Upon termination of this agreement, you must immediately destroy the SOFTWARE and all copies of it. LIMITED WARRANTY The media on which the SOFTWARE is furnished is warranted to be free of defects in workmanship and material under normal use for a period of sixty (60) days from the Products date of purchase by you. SI and its suppliers' sole responsibility and your exclusive remedy under this warranty will be to execute denial receive a replacement of service attacks nor may you perform automated searches against ProQuest's systems the media or a full refund if SI or its suppliers are unable to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers)deliver media free from defects in workmanship and materials. You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you alone are responsible for all charges incurred by users accessing determining which SOFTWARE best meets your particular needs for installing SOFTWARE and for the on-line products through your designated secure access method(s)results obtained. The term THIS SOFTWARE IS LICENSED "Authorized UserAS IS" means:WITHOUT WARRANTY AS TO ITS PERFORMANCE. EXCEPT FOR THE MEDIA WARRANTY PROVIDED ABOVE, THERE ARE NO WARRANTIES EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED. IN NO EVENT SHALL SI OR ITS SUPPLIERS BE RESPONSIBLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, EVEN IF SI AND ITS SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Appears in 2 contracts
Sources: License Agreement, License Agreement
License. a) Subject to The Program may only be used on a single computer located within the terms of this Agreement, ProQuest Information European Union and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed only in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your connection with Your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensorsregular business activities. You may not use the Products to execute denial Program in a service bureau environment or for the benefit of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers)any third party. You may physically transfer the Program from one computer to another provided that the Program is used on only one computer at a time. In the event the Program contains a feature allowing the creation of screen templates, print and make copies of materials retrieved through the Products only as permitted in Section 1 templates and/or document turnaround maps, any templates and/or maps created by You (d"Your Templates") of this Agreement. You represent and warrant may be provided to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions other property licensed users of the copyright owner, you may provide public access to Program with which You transact business and retrieval of data and information through which are located in the Products by or for walk-in public users while on-siteEuropean Union. You Your Templates will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or deemed part of the Products Program and subject to the provisions of this agreement, except that no warranty of any kind is strictly prohibited whether made and no maintenance or not such collection is in electronic or print formsupport services will be provided for Your Templates. Notwithstanding the above restrictionsIn addition, this paragraph provision shall not restrict your use be construed as a grant of rights to disclose any screen templates, print templates and/or document turnaround maps provided by Sterling Commerce. You agree that when Your Templates are provided to any other property licensed user of the materials under Program with which You transact business, no charge will be made by You. YOU MAY NOT OTHERWISE USE, COPY, MODIFY, DISCLOSE OR TRANSFER THE PROGRAM OR DOCUMENTATION, IN WHOLE OR IN PART, EXCEPT THAT YOU MAY MAKE ONE BACKUP COPY OF THE PROGRAM. IF YOU DISCLOSE OR TRANSFER POSSESSION OF THE PROGRAM OR DOCUMENTATION TO ANOTHER PARTY, OR USE THE PROGRAM AS A SERVICE TO ANOTHER PARTY, THIS AGREEMENT IS AUTOMATICALLY TERMINATED. FEES The Initial Program license fee ("Initial License Fee") covering the doctrines license and maintenance services for the first year of this agreement has been paid by You or will be paid by You upon receipt of Sterling Commerce's invoice. Annual renewal Program license fees ("fair use" or Renewal License Fee"fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use thereafter shall be displayed due upon receipt of invoice based on the computer screen displays associated with such content and shall not materially alter your use of the ProductsSterling Commerce's then current license fee schedule.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 2 contracts
Sources: International Electronic Commerce Provider Agreement (Satyam Infoway LTD), International Electronic Commerce Provider Agreement (Satyam Infoway LTD)
License. aUpon Company’s payment of the “Fee” (defined below), Company shall automatically and immediately be vested with and Licensor automatically and immediately shall be deemed to have licensed to Company, on a non-exclusive basis in perpetuity throughout the universe, in any and all languages, the right to use the “National Lampoon” name, trademarks, logos and insignias and/or any variant or component thereof in connection with: (i) Subject the Picture (including without limitation the title thereof) and all remakes, sequels and other audio-visual productions based thereon in any and all media now known or hereafter devised, and (ii) the advertising, marketing, publicity, promotion and other ancillary exploitation (including without limitation soundtrack albums, publications, video games, computer and/or interactive software, “making of’ or “behind the scenes” films, merchandising and commercial tie-ins) of the Picture and any remakes, sequels and other audio- visual productions based thereon (collectively, the “Rights”). Company’s usage of Licensor’s name, trademark, logos, insignias and/or any variant thereof pursuant to the terms of this AgreementAgreement shall be subject to Licensor’s prior approval (which approval shall be provided promptly and shall not be unreasonably withheld). Notwithstanding the foregoing, ProQuest Information Company acknowledges and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use agrees that whenever the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order Licensor’s trademark (the "Products")“▇▇▇▇”) is used in printed text it shall appear as “National Lampoon’s” stylized font in customary form. You do not acquire any ownership interest or rights in The ▇▇▇▇ shall remain the Products and associated materials sole property of Licensor, and all such rights right, title and interests remain interest in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited ▇▇▇▇ shall belong to automated "bots" or link checkers). You may print Licensor in perpetuity and make copies of materials retrieved through throughout the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, thenuniverse, subject to the terms and conditions hereof. Licensee acknowledges that Licensor’s editorial policy prohibits the display of photographs or other renderings of genitalia of either sex or acts of explicit sex or sadomasochism in connection with the ▇▇▇▇. The Picture will not contain any special restrictions material that would earn a rating from the MPAA that is more restrictive than “R”. Company shall be obligated to use the ▇▇▇▇ in connection with the Picture, provided that in the event Licensor is subject to any bankruptcy proceeding or corporate dissolution and/or any of Licensor’s officers, directors and/or senior employees are charged with any felony prior to the initial release of the copyright ownerPicture, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph Company shall not restrict your have any obligation to use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States“National Lampoon” name, Englandtrademark, or German Copyright Law respectivelylogos, insignias and/or any variant thereof.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
License. a) Subject to the terms and conditions of this AgreementAgreement (including but not limited to Section 8.2 below), ProQuest Information and Learning Company ("ProQuest") ARTERA hereby grants you to FAIRPOINT and its Affiliates during the term of this Agreement (a) an exclusive license to market the Licensed Products through the Market to End Users in the Territory; and (b) a non-exclusive, non-transferable exclusive license to have access market the Licensed Products to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed End Users through Customers in the attached Fee Schedule Territory other than Market Members, attached invoice or accepted purchase order subject to ARTERA's consent pursuant to Section 2.2 below. FAIRPOINT's License with respect to the Market shall be exclusive as to all others, including ARTERA. For purposes of the exclusive license granted by clause (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensorsa) above, a CLEC that is an Affiliate of a Market Member shall be considered a Market Member subject to FAIRPOINT's exclusive rights. This License is granted intended to you at your principal location grant to FAIRPOINT all rights necessary for it to market the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Licensed Products to execute denial of service attacks nor may you perform automated searches against ProQuestEnd Users through FAIRPOINT's systems Customers, including the right to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of the End User Software to be provided to End Users; to be paid and retain all End User License Fees (including the right to be paid and retain all continuing monthly End User License Fees paid for the entire term of an End User's ARTERA License so long as ARTERA's End User License was entered into during the term of FAIRPOINT's License under this Agreement); to enter into sublicenses or other agreements with its Customers consistent with this Agreement; to reproduce, copy and distribute ARTERA's Licensed Product(s) documentation, product descriptions and promotional materials; and to modify such materials retrieved as requested by Customers (subject to the limitations and requirements of Sections 2.6 and 2.7 below) for the purpose of providing necessary access through the CRM System or identifying the Customer in connection with the Licensed Product. This License conveys no right to modify the Licensed Products, to prepare derivative works of or modifications to the Licensed Products, to use the Licensed Products only for FAIRPOINT's own purposes, or to sell or copy the Licensed Products for any purpose other than for delivery to FAIRPOINT's Customers or their End Users, as permitted in Section 1 (d) of contemplated by this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Exclusive Marketing License Agreement (NCT Group Inc)
License. aAs long as you are in compliance with the conditions of this Agreement and all incorporated documents, we hereby grant you during the Term (as defined herein) Subject a limited, revocable, non-assignable, non- transferable, non-sublicensable, non-exclusive license to access and use the Services and the materials thereon that are intended to be displayed publicly. No rights not explicitly listed herein are granted. INCORPORATED TERMS The following additional terms are incorporated into this Agreement as if fully set forth herein: Privacy Policy Copyright Policy Complaint Policy (including Privacy and Trademark)DISCLAIMERS The materials appearing on the Services, including but not limited to summaries, descriptions, publications and any other such materials, are not intended to and DO NOT constitute legal, medical, financial, investment, business or professional advice of any kind. Those accessing the materials appearing on the Services should not act upon them without first seeking relevant professional counsel, as these materials are general in nature, and may not apply to particular circumstances. The materials should not be used as a substitute for consultation with a professional adviser. You agree that we are not responsible for any decisions that you may make. While we make reasonable efforts to ensure that the Services remain live and available, we do not represent or warrant that access to the Services will be error-free or uninterrupted, and we do not guarantee that users will be able to access or use the Services, or their features, at all times. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services, or any part thereof, with or without notice. The Services may contain typographical errors or inaccuracies, including relating to price, and may not be complete or current. We reserve the right to correct any such errors, inaccuracies or omissions and to change or update information at any time without prior notice. Although we have the right to review, edit, remove or modify information from or on the Services, we may not screen this material or control the sources of this information, and we do not guarantee the accuracy, suitability, completeness, currency, quality, adequacy or applicability of any such information. ELIGIBILITY You must be over the age of 18 to register an account or use the Services. By using the Services, you represent that you meet this minimum age requirement. ME1 25179268v.3 Some parts or all of the Services may not be available to the general public, and we may impose eligibility rules on such portion of the Services from time to time. We reserve the right to amend or eliminate these eligibility requirements at any time. You are not eligible to use the Services if doing so would violate any U.S. law or regulation, including but not limited to export controls or restrictions. SUBSCRIPTION AND FEES As more fully described on the Services, certain elements of the Services may require fees for access (the “Paid Services”). We may use a third-party payment processor (the “Payment Processor”) to charge you through an online account for use of the Paid Service. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for error by the Payment Processor. You agree to pay us, through the Payment Processor or in another format accepted by us, all charges for the Paid Services that you access, and you authorize us, where applicable, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). For Paid Services involving one-time fees, as identified on the Services, your Payment Method will be charged at the time of purchase, or you will be billed by us, as determined by us. For recurring subscriptions, we will automatically charge your Payment Method or invoice you (as determined by us) for the next period at the end of each subscription period, as further identified on the Services and at purchase. If you purchase a subscription, it may result in recurring charges, to your Payment Method or otherwise, and you agree that we may charge such amounts until such a time as your subscription expires or you cancel the subscription, depending on the subscription type. WE MAY SUBMIT PERIODIC CHARGES WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. For any subscriptions, you agree that your license to the Services is not a service, repair or maintenance to real or personal property. If you wish to cancel, upgrade or downgrade your subscription, you may do so at any time through your account. Any charges incurred prior to cancellation or downgrade are non-refundable. If you upgrade your subscription, you will be charged the difference in your current subscription and the upgraded subscription at that time, and you will be charged the price for the upgraded subscription on an ongoing basis until cancellation. If you downgrade your subscription, you will be charged the reduced price at the beginning of the next term. If you gain access to our software through a promotional trial period, whatever that trial period might be, you agree and consent to be charged the recurring monthly payment at the end of said trial period. Unless you choose to end your subscription before the end of the allotted time. Your account will be considered delinquent if payment in full is not successful when a charge is initiated. Unless specified in an invoice, amounts due are exclusive of all applicable taxes, levies, or duties, and you will be responsible for payment of all such amounts. In addition to other applicable remedies, we reserve the right to suspend and/or terminate your access to the Services and/or terminate this Agreement if your Payment Method is declined or fails and your account therefore is delinquent. Charges to delinquent accounts are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including reasonable attorneys’ fees and court costs. RULES OF CONDUCT Your use of the Services is conditioned on your compliance with the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, including but not limited to automated "bots" or link checkers)these rules of conduct. ME1 25179268v.3 You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest agree that you will not use the Products violate any applicable law or any material retrieved from the Products to create products or perform services which compete or interfere regulation in connection with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the Services. You agree not to distribute, upload, make available or otherwise publish through the Services any suggestions, information, ideas, comments, causes, promotions, documents, questions, notes, plans, drawings, proposals, or materials under similar thereto (“Submissions”) or graphics, text, information, links, profiles, audio, photos, software, music, sounds, video, comments, messages or tags, or similar materials (“Content”) that: is unlawful or encourages another to engage in anything unlawful; contains a virus or any other similar programs or software which may damage the doctrines operation ofour or another’s computer; violates the rights of "fair use" any party or "fair dealing" as defined under infringes upon the laws patent, trademark, trade secret, copyright,right of privacy or publicity or other intellectual property right of any party; is false, inaccurate, fraudulent or misleading; or, is libelous, defamatory, obscene, inappropriate, invasive of privacy or publicity rights, abusing,harassing, threatening or bullying. You must keep your user name and password and any other information needed to login to the Services, if applicable, confidential and secure. We are not responsible for any unauthorized access to your account or profile by others. You further agree that you will not do any of the United Statesfollowing: modify, Englandadapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Services; interfere with or disrupt the operation of the Services, including restricting or inhibiting any other person from using the Services by means of hacking or defacing; transmit to or make available in connection with the Services any denial of service attack, virus, worm, Trojan horse or other harmful code or activity; attempt to probe, scan or test the vulnerability of a system or network of the Services or to breach security or authentication measures without proper authorization; take any action that imposes, or German Copyright Law respectively.
e) Individual may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure; harvest or collect the email address or other contact information of other users of the Services; scrape or collect content providers from the Services via automated or licensors large group means; submit, post or make available false, incomplete or misleading information to the Services, orotherwise provide such information to us; register for more than one user account; or, impersonate any other person or business. You are not licensed to access any portion of the Services that is not public, and you may have conditions of use applicable solely not attempt to their content. Such conditions of use shall be displayed override any security measures in place on the computer screen displays associated with such content and shall not materially alter Services. Notwithstanding the foregoing rules of conduct, our unlimited right to terminate your use of the Products.
f) If your subscription allows you to provide remote access to the ProductsService shall not be limited to violations of these rules of conduct. CONTENT SUBMITTED OR MADE AVAILABLE TO US You are under no obligation to submit anything to us, and unless otherwise noted, we will not claim ownership of any Content. However, in order for us to provide the Services, we need your permission to process, display, reproduce and otherwise use Content you make available to us. Therefore, if you choose to submit any Content to the Services, or otherwise make available any Content through the Services, you will limit access hereby grant to us a perpetual, irrevocable, transferrable, sub-licensable, non- exclusive, worldwide, royalty-free license to reproduce, use, modify, display, perform, distribute, translate ME1 25179268v.3 and create derivative works from any such Content, including without limitation distributing part or all of the Products Content in any media format through any media channels. By submitting any Content or Submissions to Authorized Users (defined below) through the use of user identification numbers us you hereby agree, warrant and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" meansrepresent that:
Appears in 1 contract
Sources: Terms of Service Agreement
License. Subject to Subscriber’s payment of all applicable fees to GOSECURE and Subscriber’s acceptance of and compliance with all the terms and conditions of the Agreement, GOSECURE hereby grants to Subscriber, during the Term, and for Subscriber’s internal business purposes only, a limited, revocable, personal, non-sub-licensable, non-transferable, non-assignable and non-exclusive license (the “License”) to (a) Subject install, where applicable, and/or use one copy of the Software (unless the Quotation permits multiple copies) for Subscriber’s internal use only and only for its intended purpose(s) in accordance with GOSECURE’s user documentation and the Agreement; and (b) use the Service, Deliverables and Hardware only for Subscriber’s internal use, and only for its intended purpose(s) in accordance with GOSECURE’s user documentation and the Agreement. The Software, Service and any Deliverables are licensed, not sold, to Subscriber for use only under the terms of this the Agreement; ownership of the Software, ProQuest Information Service and Learning Company ("ProQuest") hereby grants you Deliverables remains at all times with GOSECURE or its suppliers/licensors. The terms of the ▇▇▇▇ will govern any Upgrades and Updates provided by GOSECURE that replace and/or supplement the original Software, Service, Deliverables and/or Hardware, unless such upgrade or update is accompanied by a non-exclusive, non-transferable separate license to have in which case the terms of that license will govern. The Software and access to and use the on-lineService and/or Deliverables are limited to the number of personal computers, FTP electronic feed licensed workstations, subscriptions, mailboxes users, seats or CDROM products provided by ProQuest to you as listed in any other device that accesses the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only)internet, number of simultaneous users servers, or IP addresses, as reflected in the Quotation, SOW or Web Purchase (collectively the “Seats” or “Users”), as well as the functionality, term periods, applications, modules, the amount of data or data capture rates, and/or special options paid for by Subscriber and authorized by GOSECURE as reflected in the network configuration specified on Quotation, SOW or Web Purchase. Subscriber will notify GOSECURE in advance of having actual Seats that exceeds the Fee Schedule; maximum number of Seats permitted in the Quotation, SOW or Web Purchase and GOSECURE will charge Subscriber for the additional authorized sites Seats. Upon termination or locations must be listed on Subscriber’s breach of the Additional Sites/Member Libraries Schedule.
b) You will license or the Agreement, Subscriber no longer has any right to use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensorsSoftware and/or Service.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: End User License Agreement
License. USE.
(a) Subject This Appendix I shall govern use by FIRST TRUST EXCHANGE-TRADED ALPHADEX (TM) FUND (the "Trust") of electronic communications, information delivery, portfolio management and banking services, that The Bank of New York and its affiliates (herein "BNY") may provide in connection with the services as Custodian pursuant to the annexed Custody Agreement (the "Agreement"), such as The Bank of New York Inform (TM) and The Bank of New York CA$H-Register Plus(R), and any computer software, proprietary data and documentation provided by BNY to the Trust in connection therewith (collectively, the "ELECTRONIC SERVICES"). In the event of any conflict between the terms of this AgreementAppendix I and the main body of this Agreement with respect to the Trust's use of the Electronic Services, ProQuest Information the terms of this Appendix I shall control.
(b) BNY grants to the Trust a personal, nontransferable and Learning Company nonexclusive license to use the Electronic Services to which the Trust subscribes solely for the purpose of transmitting instructions and information ("ProQuestWritten Instructions") hereby grants you a non-exclusive), non-transferable license obtaining reports, analyses and statements and other information and data, making inquiries and otherwise communicating with BNY in connection with the Trust's relationship with BNY, as Custodian pursuant to have access to and the Agreement. The Trust shall use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed Electronic Services solely for its own internal and proper business purposes and not in the attached Fee Schedule operation of a service bureau. Except as set forth herein, attached invoice no license or accepted purchase order (the "Products"). You do not acquire right of any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License kind is granted to you at your principal location the Trust or any other person with respect to the Electronic Services. The Trust acknowledges that BNY and its suppliers retain and have title and exclusive proprietary rights to the Electronic Services, including any trade secrets or other ideas, concepts, know-how, methodologies, and information incorporated therein and the exclusive rights to any copyrights, trade dress, look and feel, trademarks and patents (including registrations and applications for registration of either), and other legal protections available in respect thereof (unless such information was provided by the Trust). The Trust further acknowledges that all or a part of the Electronic Services may be copyrighted or trademarked (or a registration or claim made therefor) by BNY or its suppliers. The Trust shall not take any action with respect to the Electronic Services inconsistent with the foregoing acknowledgments, nor shall the Trust attempt to decompile, reverse engineer or modify the Electronic Services. The Trust may not copy, distribute, sell, lease or provide, directly or indirectly, the Electronic Services or any portion thereof to any other person or entity without BNY's prior written consent. The Trust may not remove any statutory copyright notice or other notice included in the Electronic Services. The Trust shall reproduce any such notice on any reproduction of any portion of the Electronic Services and shall add any statutory copyright notice or other notice upon BNY's request.
(c) Portions of the Electronic Services may contain, deliver or rely on data supplied by third parties ("Third Party Data"), such as pricing data and indicative data, and services supplied by third parties ("Third Party Services") such as analytic and accounting services. Third Party Data and Third Party Services supplied hereunder are obtained from sources that BNY believes to be reliable but, except to the extent otherwise expressly provided in the Agreement with respect to the duties of BNY as Custodian, are provided without any independent investigation by BNY. BNY and its suppliers do not represent or warrant that the Third Party Data or Third Party Services are correct, complete or current. Third Party Data and Third Party Services are proprietary to their suppliers, are provided solely for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or Trust's internal use, and may not be reused, disseminated or redistributed in any form. You will The Trust shall not publish, broadcast or sell use any materials retrieved through the Products or use the materials Third Party Data in any manner that will infringe would act as a substitute for obtaining a license for the copyright or other proprietary right data directly from the supplier. Third Party Data and Third Appendix I Party Services should not be used in making any investment decision. BNY AND ITS SUPPLIERS ARE NOT RESPONSIBLE FOR ANY RESULTS OBTAINED FROM THE USE OF OR RELIANCE UPON THIRD PARTY DATA OR THIRD PARTY SERVICES. BNY's suppliers of ProQuest or its licensors. You may not use the Products to execute denial Third Party Data and Services are intended third party beneficiaries of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print this Section 1(c) and make copies of materials retrieved through the Products only as permitted in Section 1 5 below.
(d) The Trust understands and agrees that any links in the Electronic Services to Internet sites may be to sites sponsored and maintained by third parties. BNY make no guarantees, representations or warranties concerning the information contained in any third party site (including without limitation that such information is correct, current, complete or free of this Agreement. You represent and warrant to ProQuest that you will not use the Products viruses or other contamination), or any material retrieved from the Products to create products or perform services which compete sold through third party sites. All such links to third party Internet sites are provided solely as a convenience to the Trust and the Trust accesses and uses such sites at its own risk. A link in the Electronic Services to a third party site does not constitute BNY's endorsement, authorisation or interfere with the publications sponsorship of such site or any products and services of ProQuest or its licensorsavailable from such site.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Custody Agreement (First Trust Exchange-Traded Alphadex Fund)
License. Upon a valid transfer of a Subjects™ NFTs to Owner, Subjects grants Owner, during the Term only and subject to Owner’s compliance with the terms and conditions of the Agreement including, without limitation, the restrictions contained ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ in Section 1.6 below, an exclusive, perpetual, irrevocable (except as set forth in Section 5 below) worldwide license solely for the following purposes: (a) Subject to, for personal and commercial uses, use, distribute, reproduce, display, perform, modify, and create derivative works from the Subjects™ NFTs; provided, however, that Owner is not permitted, under any circumstances, to mint new NFTs that are derivatives of a Subjects™ NFTs, change the terms of this Agreementoriginal Subjects™ NFTs, ProQuest Information and Learning Company or mint another NFT using a Subjects™ NFTs in any way; ("ProQuest"b) hereby grants you without limiting the foregoing, display as a non-exclusiveprofile picture, non-transferable license to have access to and use display on products or ser- vices using the on-line, FTP electronic feed Digital Object or CDROM products provided by ProQuest to you Digital Object Derivatives (as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site onlydefined below), number display on sold merchandise, use in Owner’s original content and/or to display in a physical or digital museum; (c) to list the Digital Object for resale or trade as part of simultaneous users a marketplace that permits the purchase and sale of the network configuration specified on Subjects™ NFTs; provided, that the Fee Schedulemarketplace cryptographically verifies each Subjects™ NFTs Owner’s rights to display the Digital Object associated with the Subjects™ NFTs to ensure that only the actual Owner can display the Digital Object; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 and/or (d) as part of this Agreement. You represent and warrant a third party website or application that permits the inclusion, involvement, or participation of Subjects™ NFTs; provided, that the website/application cryptographically verifies each Subjects™ NFTs Owner’s rights to ProQuest that you will not use display the Products or any material retrieved from the Products to create products or perform services which compete or interfere Digital Object associated with the publications applicable Subjects™ NFTs to ensure that only the actual Owner can display the Digital Object; and services provided, further, that the Digital Object is no longer visible once the Owner of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or applicable Subjects™ NFTs leaves the website/application (the “Owner License”). The Owner license is non-profit institution allowing public access to data and informationtransferable, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-except that it will automatically transfer in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in connection with a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users Permitted Transfer (defined below) through of the use applicable Subjects™ NFTs. Upon expiration of user identification numbers the Term (as defined below) or breach of any condition of the Agreement by Owner, all license rights shall immediately terminate. Without limiting the foregoing, Owner shall be permitted to create derivative works of the Digital Object (“Digital Object Derivatives”); provided, however, that Owner acknowledges and passwordsagrees that: (i) the subsequent lawful owner of the applicable Subjects™ NFTs may create its own derivatives of the Digital Object; and (b) other owners of their own Subjects™ NFTs and the associated artwork, IP address verification images, video, content or other secure method works of user verification. You will immediately notify ProQuest if you believe one or more authorship linked to such Subjects™ NFTs (“Other Dig- ital Object”) may also create their own derivatives of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(sOther Subject Digital Object (each of them “Other Digital Object Derivatives”). These Other Digital Object Derivatives may be similar or identical to Owner’s Digital Object Derivatives. Accordingly, on behalf of Owner and her/his/its heirs, successors and assigns, Owner irrevocably covenants and agrees not to assert or bring any suit, claim, demand or challenge against: (A) any Covered Party (as defined below) or its past, present and future parents, affiliates or licensees (or any of their partners, members, employees, officers, directors, contractors, agents and equity holders) in connection with their use, distribution, reproduction, display, performance, modification and/or creation of derivative works of any Digital Object or any of their own Other Digital Object Derivatives; or (B) any other Subjects™ NFTs owner or her/his/its past, present and future parents, affiliates or licensees (or any of their partners, members, employ- ees, officers, directors, contractors, agents and equity holders) in connection with the use, distribution, reproduction, display, performance, modification and/or creation of derivative works of the Other Digital Object or any of their Other Digital Object Derivatives. The term "Authorized User" means:foregoing is the case even if such Other Digital Object or Other Digital Object Derivatives is similar to or the same as any Digital Object Derivatives that have been created by Owner.
Appears in 1 contract
Sources: NFT Owner Agreement
License. a) Subject to the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") 1. VOMI hereby grants you to Licensee a non-exclusive, non-transferable license and right to have access to and use the on-line, FTP electronic feed or CDROM products promote a limited number of events provided by ProQuest VOMI and to you as listed use copyrighted VOMI Event Materials and any modifications thereto that are subsequently made by VOMI during the Term, strictly in accordance with the terms and conditions set forth herein and for no other purposes.
2. The license shall terminate contemporaneously with the expiration or earlier termination of this Agreement.
3. Licensee expressly acknowledges VOMI’s ownership of all rights, title and interest, including copyrights, in the attached Fee Schedule VOMI Event Materials , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products VOMI Course Materials, and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only)Other VOMI Services Materials, number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe except where the copyright or other proprietary right of ProQuest or its licensorsanother party is expressly noted. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (Unless otherwise noted, all materials, including, but not limited to automated to, all text, editorial content, images, graphics, logos, illustrations, photographs, video, audio, and other materials, as well as the designs, icons, layout, "botslook and feel," or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions all other graphical elements of the copyright owner, you may provide public access to VOMI Web site and retrieval of data all related code and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printoutssoftware, and all downloading copyrights, trademarks, service marks, tradenames, patents and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts other intellectual property rights in any of the Products in a systematic foregoing (collectively, the “VOMI Materials”) are the sole and exclusive property of VOMI (or regular manner so as to create a collection of materials comprising all its subsidiaries, affiliates, or part designees) or its third-party licensors, and are protected by U.S. laws and international treaties. By indicating that you accept these terms, you do not become the owner of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictionsVOMI Materials, this paragraph shall not restrict your but are entitled to use of the materials them as specifically permitted under the doctrines terms of "fair use" this Agreement and subject to all additional intellectual property notices, information or "fair dealing" as defined under the laws of the United States, England, restrictions accessed through our Website or German Copyright Law respectivelyany Alternate VOMI Platform.
e) Individual content providers or licensors 4. Licensee may have conditions not use VOMI , VOMCI and VOMAA Marks for any purpose other than in conjunction with the promotion and sale of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the ProductsVOMI Events.
f) If your subscription allows you 5. VOMI MAKES NO WARRANTY THAT EVERY VOMI EVENT AND OTHER VOMI SERVICE THAT IS CURRENTLY AVAILABLE UNDER THIS LICENSE WILL BE AVAILABLE THROUGHOUT THE TERM OF THIS AGREEMENT. VOMI shall notify Licensee if any new VOMI Events, VOMI Programs, and Other VOMI Services become available under this license.
6. Licensee may not commingle or bundle VOMI Events, VOMI Programs, and Other VOMI Services with non-VOMI events, programs and other services for promotion and sale to provide remote access to the Productsany of its prospective, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers current and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:future clients.
Appears in 1 contract
Sources: License Agreement
License. a) Subject to Provided that you constantly comply with the express terms of this Agreementand conditions stated in these Terms, ProQuest Information and Learning Company ("ProQuest") hereby The-TCompany Ltd grants you a revocable, limited, royalty-free, non-exclusive, non-transferable transferable, and non-sublicensable license to have access to and use T-Wallet Services through your computer or Internet compatible devices for your personal/internal purposes. You are prohibited to use The- TCompany Ltd/T-Wallet Services for resale or commercial purposes, including transactions on behalf of other persons or entities. All the onabove actions are expressly prohibited and constitute a material violation of these Terms. The content layout, format, function and access rights regarding The-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed TCompany Ltd Services should be stipulated in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products")discretion of The-TCompany. You do The-TCompany Ltd reserves all rights not acquire any ownership interest or rights expressly granted in the Products and associated materials and all such rights and interests remain in ProQuest and its licensorsthese Terms. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundleTherefore, you are responsible hereby prohibited from using The-TCompany Ltd Services in any way not expressly authorized by these Terms. These Terms only grant a limited license to access and use The-TCompany Ltd Services. Therefore, you hereby agree that when you use The-TCompany Ltd Services, The-TCompany Ltd does not transfer T-Wallet Services or the ownership or intellectual property rights of any The-TCompany Ltd intellectual property to you or anyone else. The-TCompany Ltd owns any feedback, suggestions, ideas, or other information or materials (hereinafter collectively referred to as “Feedback”) about T-Wallet or T-Wallet Services that you provide through email, The-TCompany Ltd Services, or other ways. You hereby transfer all rights, ownership and interests of the Feedback and all related intellectual property rights to The- TCompany Ltd. You have no right and hereby waive any request for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:acknowledgment or compensation based on any Feedback, or any modifications based on any Feedback.
Appears in 1 contract
Sources: Terms of Use
License. a) Subject The Licensor grants and, by signing this Agreement or the applicable Addendum, the Customer accepts for the Subscription License Term, a non-exclusive non- transferable, non-assignable license to use the Licensed Materials at the Location solely for the internal business use of the Customer (the “Subscription License”)This license permits the Customer to: * install the Licensed Materials on a single server (the “Foundation Server”)and design, build and create any number of Models on that server; and * install the Licensed Materials on additional Licensed Servers under the terms of and conditions detailed in an applicable Addendum; and * enable Licensed Users to electronically access the Licensed Materials and for such Licensed Users to use the Licensed Materials solely for the Customer’s internal use. With respect to each Licensed User specified in this AgreementAgreement or in an Addendum, ProQuest Information and Learning Company ("ProQuest") hereby the Licensor grants you and, by signing this Agreement or the applicable Addendum, the Customer accepts for the Subscription License Term a non-exclusive, personal license for one Licensed User to electronically access the Software from anywhere in the world and to use the Licensed Materials solely for the internal business use of the Customer for the purpose of permitting such Licensed User to input and review data or information in a Model, subject to the terms and conditions set out in this Agreement. With respect to each Licensed Server specified in this Agreement or in an Addendum, the Licensor grants and, by signing this Agreement or the applicable Addendum, the Customer accepts for the Subscription License Term a non-transferable exclusive, non- transferable, non-assignable, license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(sSoftware to be installed on a single Licensed Server solely for the internal business use of the Customer, subject to the terms and conditions set out in this Agreement. The Customer may either (a) make one copy of access the Licensed Materials solely for backup or archival purposes, or (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use transfer the Products Licensed Materials to a single hard disk provided the Customer keeps the original solely for your own personal backup or internal usearchival purposes. You will The Customer shall not publishotherwise copy the Licensed Materials, broadcast or sell any materials retrieved through except with the Products or use prior written consent of the materials in any manner Licensor. The Customer understands that will infringe the copyright Licensed Materials may contain software, documentation or other proprietary right of ProQuest materials licensed by the Licensor from one or its licensorsmore third parties. You may The Customer shall not use any third party software or documentation or any other third party materials provided with or incorporated into the Products to execute denial Licensed Materials except for the purpose of service attacks nor may you perform automated searches against ProQuest's systems to using the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print Licensed Materials in accordance with the terms and make copies of materials retrieved through the Products only as permitted in Section 1 (d) conditions of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions The Customer shall inform all users of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts Licensed Materials of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have terms and conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Productsthis Agreement.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
License. a) Subject to the terms of this Agreementyour compliance with these Terms, ProQuest Information and Learning Company ("ProQuest") we hereby grants grant you a non-exclusive, non-transferable right to access and use the Services, solely and strictly for the purpose of raising contributions for the Organization and/or collecting payments for services or products provided by the Organization, in each case in accordance with these Terms. You understand and agree that the Services are provided under license to you, not being sold to you, and you do not gain any ownership interest of any kind in the Services under these Terms. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire Services, to users, including registered users. Vanco does not make any representations or guarantees regarding uptime or availability of the Services. You are responsible for: • Making all arrangements necessary for you to have access to the Services. • Ensuring that all persons who access the Services through your internet connection are aware of these Terms and comply with them. We may block, limit or terminate your access to the Services for any reason, including if: (i) you violate these Terms; (ii) you violate any applicable law or regulation relating to your use of the on-lineServices; (iii) you engage in any conduct which we, FTP electronic feed in our sole discretion, believe is offensive, harmful, defamatory or CDROM products provided by ProQuest otherwise harmful to us or others; or (iv) you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products")breach any other agreement with us. You do not acquire any ownership interest or rights in the Products The fees and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location term for the type(s) of access (whether remote or onServices are set forth at sign-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensorsup. You may not use also be responsible for one-time set up fees, processing fees, or other fees, which are necessary to provide you the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers)Services. You may print also be offered the ability to add-on additional solutions to your subscription which incur one-time equipment fees and/or maintenance fees, in addition to the fees associated with your subscription. Such fees will be described when you register to use the Services. Your agreement to these Terms becomes binding upon clicking “I Accept.” Upon terminating a subscription, your account and make copies the Services will become unusable. Users are not entitled to any refund of materials retrieved through subscription fees. Vanco is under no further obligations to you upon your termination of the Products only as permitted in Section 1 (d) of this Agreementsubscription. Vanco reserves the right to cancel subscriptions at any time for any reason. In order to purchase a subscription to the Services or other related Vanco services you may be asked to supply certain relevant information, including your bank account information, credit or payment card number and expiration date or similar payment information, and your billing address. You represent and warrant to ProQuest that you will not have the right to use the Products any credit or any material retrieved from the Products to create products payment card or perform services which compete or interfere other payment mechanism that you submit in connection with the publications purchase of a subscription and services of ProQuest that you have all authority necessary to purchase a subscription using the credit card or its licensors.
c) Notwithstanding the previous paragraph, if payment mechanism that you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and submit. By submitting such information, then, subject you ▇▇▇▇▇ ▇▇▇▇▇ the right to any special restrictions provide such information to third parties for the purposes of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-sitefacilitating your purchase. You will limit such use to the customary services provided to patrons acknowledge and agree that ▇▇▇▇▇ is not responsible for how any third party credit card or other payment method processor transmits, stores, uses or shares your information. You agree that we may communicate with you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, any and all downloading contact information and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as methods you provide to create a collection of materials comprising all or part of the Products is strictly prohibited whether or us, including but not such collection is in electronic or print form. Notwithstanding the above restrictionslimited to text message, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United Statesemail, Englandtelephone, or German Copyright Law respectivelysocial media account, fax, and/or postal mail.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Terms of Service
License. a) Subject to the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order There may be low‐resolution comping images (the "ProductsLow‐Resolution Digital Media") and there may be high‐resolution images (the "High‐Resolution Digital Media") on each disc or internet download. Licensor(s) grants to you and your employer, if you are licensing on behalf of your employer, a non‐ exclusive, non‐sub licensable right to use any software obtained from Licensor(s) ("Software") and any of Licensor(s)' Low‐Resolution Digital Media and High‐Resolution Digital Media and any derivatives or copies (collectively, the "Digital Media"), on your personal computer. The Digital Media, Software and disc may not be shared by creating a disc library, Digital Media storage jukebox, network configuration or similar arrangement and you may not create a network of servers, either with or without a central location, which enables others to share the Digital Media, Software or discs. You do may not acquire any ownership interest utilize the Digital Media, Software or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials disc in any manner that will infringe is not expressly permitted in this license agreement. All rights not specifically granted above are retained by Licensor(s). One copy of the copyright Digital Media and Software may be made for backup purposes only, but may be used only if the original Digital Media or other proprietary right of ProQuest Software becomes defective, or its licensorsis destroyed or otherwise irretrievably lost. You Except as specifically provided in this license agreement, no Digital Media, Software or disc may be shared or copied. Software may be used only in conjunction with the Digital Media. The Low‐Resolution Digital Media may be used in materials for PERSONAL, NONCOMMERCIAL use and TEST or SAMPLE use, including COMPS and LAYOUTS. The Low‐Resolution Digital Media may not use the Products to execute denial be used in any final materials distributed inside of service attacks nor may you perform automated searches against ProQuest's systems your company or any materials distributed outside of your company or to the extent such searches unduly burden ProQuest's systems (includingpublic, including but not limited to automated "bots" to, advertising and marketing materials or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 any online, broadcast or other electronic distribution system (d) of this Agreement. You represent and warrant to ProQuest except that you will may transmit comps digitally or electronically to your clients for their review) and may not be distributed, sublicensed or made available for use the Products or any material retrieved from the Products to create products distribution separately or perform services which compete or interfere with the publications individually and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you no rights may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use be granted to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s)Low‐Resolution Digital Media. The term "Authorized User" meansHigh‐Resolution Digital Media may be used on a worldwide and perpetual basis as a part of:
Appears in 1 contract
License. (a) Subject Blockbuster grants to MTV a nonexclusive license during the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed Term in the attached Fee Schedule , attached invoice or accepted purchase order United States (the "ProductsLICENSE"). You do not acquire any ownership interest or rights in ) to use internally the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest Customer Database as updated by Blockbuster or its licensors. You may not use the Products duly authorized agent from time to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (includingtime, but not limited to automated "bots" including without limitation, any modifications, additions or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products deletions made thereto by Blockbuster or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, thenMTV, subject to any special restrictions limitations of use contained in any agreement between Blockbuster and a third party, of which reasonable notice is provided to MTV.
(b) MTV may use the Customer Database only for the purposes of conducting Blockbuster's current and future business and sublicensing the Customer Database for internal use only to any Affiliate of Viacom; PROVIDED that any such use by MTV or an Affiliate of Viacom shall comply with any applicable license, law or regulation of any governmental authority, including without limitation, the Video Privacy Protection Act of 1988, as amended, or any state laws governing video privacy.
(c) Blockbuster or its duly authorized agent shall make the Customer Database available to MTV or an Affiliate of Viacom, as the case may be, at such times, in such format and updated to such times as MTV or an Affiliate of Viacom, as the case may be, may request, except as may be limited by law or by instruction of any customer and as may be reasonably delayed due to technological difficulties or other time constraints that occur in the ordinary course of business; PROVIDED that Blockbuster or its duly authorized agent shall make available to MTV or an Affiliate of Viacom, as the case may be, any portion of such information that is permitted to be made available. MTV acknowledges that Blockbuster or its authorized agent shall make available the information contained in the Customer Database, and not any physical form of the copyright ownerCustomer Database containing such information. MTV shall pay to Blockbuster, you upon 30 days written notice, any reasonable and incremental out-of-pocket costs incurred by Blockbuster in making the Customer Database available to MTV or an Affiliate of Viacom, as the case may provide public access to and retrieval be. MTV or an Affiliate of data and information through Viacom, as the Products by case may be, in its sole discretion, may make any modifications, additions or for walk-in public users while on-site. You will limit such use deletions to the customary services Customer Database, subject to (i) any law or (ii) any license rights of any third party, of which reasonable notice is provided to patrons MTV or an Affiliate of Viacom, as the case may be. MTV or an Affiliate of Viacom, as the case may be, shall provide reasonable notification to Blockbuster of any such modifications, additions or deletions that are material, and you will upon reasonable notice by Blockbuster, MTV or an Affiliate of Viacom, as the case may be, shall make such revised Customer Database available to Blockbuster for its use in conducting its business at no cost to Blockbuster. Subject to Section 10, MTV acknowledges and agrees that it does not re-distribute the materials retrieved from the Products own or provide access have any interest in or title to the Products Customer Database, including as modified, added to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuestdeleted.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Promotional Services and Customer Database Services and License Agreement (Blockbuster Inc)
License. a2.1 ABBYY represents, warrants and guarantees that it has the full right, power, legal capacity, ability and authority to license and distribute the SOFTWARE, including all the images, photos, animations, audio-video components, music, text and "applets" incorporated into the SOFTWARE, as well as the accompanying printed materials and all of the SOFTWARE copies.
2.2 All title and intellectual property rights in and to the content that is not contained in the SOFTWARE, but may be accessible through the use of the SOFTWARE, are the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and international treaties. This EULA does not grant You any rights to such intellectual property.
2.3 The SOFTWARE contains valuable trade secrets and confidential information belonging to ABBYY and third parties and is protected by copyright, including, without limitation, the United States Copyright Law, laws of the Russian Federation, international treaty provisions, and the applicable laws of the country in which it is being used. Any use of the SOFTWARE and all component parts outside of or in contravention of the terms and conditions of this ▇▇▇▇ shall constitute a breach of ABBYY’s and/or third parties’ intellectual property rights and shall give cause for the revocation of all rights to use the SOFTWARE granted to You under this EULA.
2.4 You may make a one-time permanent transfer of this SOFTWARE only directly to another end user. This transfer must include all of the SOFTWARE (including all component parts, the media and printed materials, and any upgrades) Subject and this ▇▇▇▇. Such transfer may not be by way of consignment or any other indirect transfer. The transferee of such one-time transfer must agree to comply with the terms of this AgreementEULA, ProQuest Information including the obligation not to further transfer this EULA and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use SOFTWARE. You must remove the on-line, FTP electronic feed SOFTWARE from Your computer or CDROM products provided by ProQuest to you as listed from Your Local Area Network in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) case of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedulesaid SOFTWARE transfer.
b) 2.5 This EULA does not grant You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in rights related to any manner that will infringe the copyright or other proprietary right trademarks of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensorsABBYY.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions 2.6 Reservation of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mailrights. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or rights not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelyexpressly granted are reserved by ABBYY.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: End User License Agreement (Eula)
License. (a) Subject to the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") eSignal hereby grants you GAIN a non-exclusivenonexclusive, non-transferable transferable, limited license to market, disseminate and display the Licensed Products as the following private labeled and/or co-branded products: Licensed Product Private-Labeled and/or Co-Branded Name** Tahoe Charts Tahoe Charts
(b) eSignal shall provide GAIN with userids for distribution by GAIN, as a method of increasing its customer base. Each new customer of GAIN utilizing a userid shall constitute a Subscriber as herein defined. eSignal shall provide GAIN with ***. Additional userids may be provided upon mutual written agreement.
(c) GAIN shall not provide a userid to any Subscriber unless and until such Subscriber has executed a Customer Agreement which includes the indemnification language included in this document (see Section 10) into a separate, legally binding written agreement (an “End User Agreement”) with GAIN, pursuant to which such Subscriber agrees that:
(i) the Private Labeled Products are provided “AS IS” and eSignal and its suppliers make no representations or warranties regarding the Private Labeled Products, express or implied, as to merchantability, fitness or any other matter;
(ii) neither eSignal nor its third party suppliers shall have access any liability for the accuracy or completeness of any information or software furnished through the Private Labeled Products, fur any delays, interruptions or omissions therein, for any decision made or action taken in reliance on the Private Labeled Products, or for any lost profits, indirect, special or consequential damages;
(iii) the Private Labeled Products are to and use be used strictly for Subscriber’s personal use;
(iv) the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You Private Labeled Products do not acquire constitute investment or financial advice and that any ownership interest or decision made in reliance on the Private Labeled Products are made at the Subscriber’s own risk;
(v) eSignal and its third party suppliers have exclusive proprietary rights in the Private Labeled Products and associated materials and all such (exclusive of any trademark or service ▇▇▇▇ rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location GAIN may have therein);
(vi) Subscriber shall not reproduce, retransmit disseminate, sell or redistribute the Private Labeled Products; and
(vii) the Private Labeled Products shall not be used for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Scheduleany unlawful purpose.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this In addition, Subscribers shall be required to contract directly with eSignal (via eSignal’s electronic click-and-agree process-for purposes hereof; a “Click-Through Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c”) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions for receipt of the copyright ownerForex data via the Private Labeled Products, you as well as any other eSignal data that may provide public access from time to and retrieval of data and information through time be available via the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Private Labeled Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Co Branding/Private Labeling Agreement (GAIN Capital Holdings, Inc.)
License. a1.1 CULLIGAN, as licensor, hereby grants to each LICENSEE during the Term (as defined below) Subject to the terms of this AgreementLicense a non-transferable (except pursuant to Section 7 below), ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, nonroyalty-transferable free, fully paid-up right and license to use within the Licensed Territory (as defined below) the trademarks identified on Attachment A (such trademarks, together with all registrations and applications therefor and all common law rights pertaining thereto, the “Marks”) in connection with its ownership and operation of the Purchased Assets which display or otherwise make use of the Marks as of the Effective Date (the “Licensed Products”) and the promotion and advertising of the Licensed Products (the “Licensed Use”).
1.2 Each LICENSEE acknowledges that its rights acquired pursuant to this License are not exclusive to such LICENSEE and that (a) CULLIGAN and its Affiliates have access heretofore entered into franchise agreements with third-party dealers, pursuant to which such dealers have been granted the right to produce, distribute or sell products that are the same as or similar to the Licensed Products using the Marks (the “Existing Licensees”), which rights shall not be terminated or affected by the sale of the Business to LICENSEES pursuant to the Purchase Agreement, (b) the Existing Licensees may compete with the LICENSEES in their future operation of the Business, and (c) CULLIGAN and its Affiliates have heretofore produced, distributed and sold products and retain the right in the future to use the on-lineMarks to produce, FTP electronic feed or CDROM distribute and sell products provided by ProQuest to you as listed in other than the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Licensed Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only)license third parties, number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, including but not limited to automated "bots" or link checkers)the Existing Licensees to do the same. You may print and make copies For the avoidance of materials retrieved through doubt, neither the Products only as permitted in Section 1 (d) foregoing nor any other provision of this License shall amend or otherwise diminish the obligations of CULLIGAN and its Affiliates pursuant to the Non-Competition Agreement. You represent and warrant .
1.3 The territory in which the LICENSEES are authorized to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere Marks in accordance with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions this License consists of the copyright owner, you may provide public access to United States and retrieval of data and information through Canada (the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form“Licensed Territory”). Notwithstanding the above restrictionsforegoing, this paragraph the Licensed Use of the Marks by LICENSEES in advertising via the Internet shall not restrict your use be deemed a violation of this License merely because such advertisements may be viewed by persons outside of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws Licensed Territory provided that (i) such advertising is not directed to Persons outside of the United States, EnglandLicensed Territory and (ii) the Licensed Products being so advertised are provided or sold by LICENSEES only in the Licensed Territory.
1.4 CULLIGAN grants no license by implication or otherwise under this License for rights to any territory except the Licensed Territory, or German Copyright Law respectively.
e) Individual content providers to any other trademark or licensors may have conditions of use applicable solely designation other than the Marks, or to their content. Such conditions of use shall be displayed on the computer screen displays associated other rights with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access respect to the Products, you will limit access to trademark “Culligan” on any product other than the Licensed Products to Authorized Users (defined below) through or with any use other than the use of user identification numbers Licensed Use. LICENSEE acknowledges that CULLIGAN retains all rights and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred privileges not expressly granted by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:this License.
Appears in 1 contract
License. a) Subject During the Subscription Term, we will grant to you (the terms of this AgreementCustomer), ProQuest Information and Learning Company ("ProQuest") hereby grants you a limited, non-exclusive, non-transferable license transferable, non- sublicensable right to have access to and use the on-linedata subscription service (Subscription Data), FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(ssole use within your business and for internal business purposes only, provided you comply with the use restrictions and allowance limitations and parameters outlined in this Agreement. The Customer accepts the terms and conditions of this Agreement and accepts full responsibility for performance by its employees, contractors, and agents (collectively, “Customer Representatives”) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Scheduleobligations under this Agreement.
b) Unreasonable or Excessive Use: You agree that you will use and access the Products solely for Subscription Data in the manner that is agreed and set out in the Order Form and your own personal or internal use. You use will not publishbe:
(i) Unreasonable, broadcast which is where your use is in our reasonable opinion is considered by us to be illegal or sell fraudulent, contrary to the terms of this Agreement or Order, or in a way that adversely affect other customers or their use of or access to the Subscription Data and any materials retrieved through other products and services we offer, or any negative impact to our reputation; Amongst other things, “fraudulent use” includes resupply of the Products Subscription Data or other products and services without our consent so that someone else may access or use the materials in any manner that will infringe the copyright Subscription Data or other proprietary right products and services or take advantage of ProQuest the Subscription Data or its licensors. You may not other products and services;
(ii) Excessive, which is a continuing and unreasonably disproportionate use of the Products Subscription Data when compared to execute denial other average individual named users, or use that is in excess of service attacks nor may you perform automated searches against ProQuest's systems any allowance limitations detailed in an Order; and
(iii) Any use or access to the extent such searches unduly burden ProQuest's systems (including, but not limited Subscription Data that we deemed to automated "bots" be Unreasonable or link checkers). You Excessive may print and make copies of materials retrieved through result in your access to the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products Subscription Data being suspended or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensorsexcess usage fees payable.
c) Notwithstanding You may permit employees, to use and access the previous paragraphSubscription Data on your behalf during the Subscription Term, if you represent a public libraryon the basis that they only use the Subscription Data for projects for your benefit and on your behalf, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-siteno other purposes. You will limit such use all reasonable endeavours to ensure that employees do not use or access the customary services provided to patrons and you will not re-distribute Subscription Data (or any data extracted therefrom) for their own purposes or for the materials retrieved from the Products or provide access to the Products to other libraries or purposes of any third parties either directly or indirectly, unless specifically authorized by ProQuestparty.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Data Subscription Agreement
License. a) Subject to your continued compliance with the express terms and conditions of this Agreementthese Terms, ProQuest Information and Learning Company ("ProQuest") hereby grants AOFEX provides to you a revocable, limited, royalty-free, non-exclusive, non-transferable transferable, and non- sublicensable license to have access to and use the on-lineServices on your computer or other internet compatible device for your personal, FTP electronic feed internal use only. You are not permitted to use the Services for any resale or CDROM products provided commercial use including to place trades on behalf of another person or entity. All such use is expressly prohibited and shall constitute a material violation of these Terms. The layout, formatting, and features of the content and access privileges for the Services shall be as specified by ProQuest AOFEX in its sole discretion. All rights not expressly granted under these Terms are hereby reserved. Accordingly, you are hereby prohibited from using the Services in any manner that is not expressly and unambiguously authorized by these Terms. These Terms provide only a limited license to access and use the Services. Accordingly, you hereby agree that AOFEX transfers no ownership or intellectual property interest or title in and to the Services or any AOFEX intellectual property to you or anyone else in connection with your use of the Services. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as listed in well as the attached Fee Schedule design, attached invoice structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or accepted purchase order available through the Services are exclusively owned, controlled, and/or licensed by AOFEX or its members, parent(s), licensors, or affiliates. AOFEX will own any feedback, suggestions, ideas, or other information or materials regarding AOFEX or the Services that you provide, whether by email, through the Services or otherwise (the "Products"“Feedback”). You do not acquire any ownership hereby assign to AOFEX all right, title and interest or rights in the Products and to Feedback together with all associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal useintellectual property rights. You will not publishbe entitled to, broadcast and hereby waive any claim for, acknowledgment or sell compensation based on any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products Feedback or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensorsmodifications made based on any Feedback.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Terms of Service
License. a) 4.1 Subject to the terms and conditions of this Agreement, ProQuest Information we hereby grant you, during the term hereof, a revocable, nonexclusive, nonassignable, nontransferable, nonsublicensable, right and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-lineIronSource Display Platform solely for the purpose of display and delivery of Advertiser Ad Units and/or IronSource Display Ad Units (collectively, FTP electronic feed or CDROM products provided by ProQuest to you “Ad Units”) on the Assets, as listed in the attached Fee Schedule , attached invoice or accepted purchase order set forth herein (the "Products"“IronSource Display License”). All rights which are not expressly granted herein are reserved by us. You do may not acquire make any ownership interest use of the Platforms, in whole or rights in the Products and associated materials and all such rights and interests remain part, in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal useany manner not expressly permitted by this Agreement. You will not publishattempt to interfere with or disrupt the Platforms or attempt to gain access to any systems or networks that connect thereto.
4.2 Except as expressly specified in this Agreement, broadcast you will not: (a) use, copy, create derivative works of, disable or sell modify the Platforms or any materials retrieved through part thereof; (b) transfer, sublicense, lease, lend, rent, sell, or otherwise distribute the Products Platforms or any part thereof to any other person or entity; (c) integrate the Platforms or any part thereof with any other product or service, or make any other disposition in or with respect to the Platforms; or (d) use the materials Platforms (as applicable) in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement. You agree not to disassemble, decompile, attempt to derive the source code of, or otherwise reverse engineer the Platforms or any part thereof, in whole or in part, or permit or authorize any other person or entity to do so.
4.3 Subject to the terms and conditions of this Agreement, you hereby grant us and Third Party Platforms (as applicable), during the term hereof, a royaltyfree, worldwide right and license to use, reproduce, reasonably modify, distribute and display the Advertiser Materials, as applicable, including Advertiser’s Marks, all for the purpose of providing the Services hereunder (the “Advertiser License”). All rights which are not expressly granted herein are reserved by you. We will not attempt to interfere with or disrupt the Advertiser Materials or attempt to gain access to any systems or networks that connect thereto.
4.4 Except as expressly specified in this Agreement, we will not: (a) use, copy, create derivative works of, disable or modify the Advertiser Martials or any part thereof; (b) transfer, sublicense, lease, lend, rent, sell, or otherwise distribute the Advertiser Martials or any part thereof to any other person or entity; (c) integrate the Advertiser Martials or any part thereof with any other product or service, or make any other disposition in or with respect to the Advertiser Martials; or (d) use the Advertiser Martials (as applicable) in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement. We agree not to disassemble, decompile, attempt to derive the source code of, or otherwise reverse engineer the Advertiser Martials or any part thereof, in whole or in part, or permit or authorize any other person or entity to do so.
4.5 Nothing herein contained shall be construed as restricting either party from its right to offer, sell, lease, license, modify, publish or otherwise distribute, with respect to IronSource Display, the Platforms (as applicable) and with respect to Advertiser, the Advertiser materials, in whole or in part, or offer the same services as provided herein, to any other person or entity, directly or indirectly.
4.6 You agree that we may: (a) feature the Advertiser Marks in different marketing collateral and as part of promotional campaigns, including newsletters, case studies and press releases; and (b) identify you as an advertiser of the our Platform. For that purpose, you agree to grant us a limited, worldwide, nonsublicensable, nonexclusive license to use the Advertiser Marks solely to engage in the marketing and promotional activities set forth herein. All rights which are not expressly granted herein are reserved by you. We shall not make any use of the Advertiser Marks, in whole or in part, in any manner that will infringe the copyright or other proprietary right of ProQuest or is not expressly permitted under this Agreement.
4.7 Advertiser acknowledges that IronSource Display has developed valuable and unique relationships with its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems affiliates, third party traffic distribution network, customers, distributors, suppliers and partners (includingcollectively, but not limited to automated "bots" or link checkers“Restricted Third Parties”). You may print and make copies of materials retrieved through Accordingly, during the Products only as permitted in Section 1 (d) term of this Agreement. You represent Agreement and warrant for twelve (12) months thereafter, Advertiser shall not, whether on its own account and/or on behalf of others, directly and/or indirectly, in any way enter into or conduct negotiations with, engage or respond to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or unsolicited offers from, interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraphand/or endeavor to entice away, if you represent a public libraryrecruit, educational institutionoffer and/or solicit, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright ownerRestricted Third Parties. In the event that Advertiser breaches its obligations pursuant to this Section, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products Advertiser shall be liable to IronSource Display for your own internal an immediate contractual penalty of USD 100,000 for each case of breach, including all damages incurred as a direct or personal use. Downloading indirect result of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelysaid breach.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Display Advertiser Agreement
License. a) Subject 2.1 QuantityWare herewith grants to Customer as of the Effective Date a nonexclusive, non- sub-licensable and nontransferable license to use and distribute the Software within the Customer organization, including the Customer Group, which includes the use by all employees and sub-contractors within the Customer organization only at the Customer locations. A Customer location is any office or room that is considered to belong to Customer, either as proprietor or as tenant. In any and all cases the use may only be made available to the aforementioned sub-contractor if the terms and conditions of this agreement are subject to the user license.
2.2 The License grant is limited to the term of this agreement. Customer’s entitlement to receive services based on this agreement, such as the right to use the software solution and to receive maintenance services is valid only once complete payment of the Usage fee for the current term of this agreement has been irrevocably received by QuantityWare. QuantityWare reserves the right to withhold any and all services until full payment has been irrevocably received.
2.3 The parties agree that the comprehensiveness of performance with respect to the software is limited to the usage that is explicitly described in this agreement. Any and all other use of the Software is strictly forbidden, unless with prior written consent of QuantityWare, which consent may be denied without any reason.
2.4 Except as expressly set forth in this Agreement, ProQuest Information or expressly agreed otherwise by and Learning Company ("ProQuest") hereby grants you a non-exclusivebetween the Parties of this agreement in writing, non-transferable no license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License right is granted to you at your principal location Customer, by implication, estoppel, or otherwise, under any patents, copyrights, mask works, trade secrets, or other intellectual property by virtue of entering into this Agreement and installing and using the Software.
2.5 Customer understands and agrees that their personal data shall be stored for the type(sterm of the agreement. QuantityWare stores only the personal data that are necessary to fulfill the duties of the agreement that we have entered into with Customer. These data contain, but are not restricted to, Names, Telephone Numbers, E-Mail Addresses, Fax Numbers, Company Positions and Business Addresses. Such data shall be used exclusively for QuantityWare purposes. QuantityWare will not disclose these data to any third party. The security of Customer data is of utmost concern. QuantityWare will exercise due care and attention to the storage and maintenance of such data as defined in the German “Bundesdatenschutzgesetz” (BDSG) of access (whether remote or on-site only), number of simultaneous users English: “Federal Data Protection Act”) and the network configuration specified on EU Regulation 2016/679 of the Fee Schedule; additional authorized sites European Parliament and of the Council of 27 April 2016. In the unlikely event that any abuse or locations must be listed on unauthorized access to such customer data becomes known to QuantityWare, it will inform Customer management representatives immediately as to the Additional Sites/Member Libraries Schedulenature of breach and the extent of data compromised. Upon Agreement termination, Customer may request the deletion of their data.
b) You will use 2.6 Within the Products solely for your own personal or internal use. You will not publishterm of the Agreement, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You Customer may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems upgrade to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions latest supported release of the copyright owner, you may provide public access to QuantityWare software available for Customers’ SAP Oil and retrieval of data and information through the Products by or Gas release level for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuestno additional licensing cost.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Annual Usage Agreement (Aua)
License. a) Subject to The Buyer agrees that the terms Seller shall not be restricted from the design, manufacture, or distribution of this Agreementmercury distillation equipment, ProQuest Information and Learning Company ("ProQuest") the Buyer hereby grants you the Seller and its subcontractors or other agents a non-exclusiveexclusive paid-up worldwide, royalty-free license to use the processes, inventions, trademarks, trade secrets and any other necessary or desirable intellectual property with respect to the Equipment sufficient to enable Seller to make and sell mercury distillation equipment or systems; provided, however, that Seller shall not be permitted to use in any way, including in any sales materials the name "Mercury Waste Solutions", "USA Lights", "US Lights" or any similar name, and Seller shall not use or display any trademark, service ▇▇▇▇, tradename, logo or advertising of Buyer or designating Buyer. This non-transferable exclusive license shall not be assignable other than to have access a successor of Seller's business. The Seller agrees to indemnify the Buyer for any costs, liabilities, damages, or expenses, incurred by Buyer in connection with any claims arising out of the Seller's rights as a licensee of the mercury distillation equipment, provided that Buyer did not cause or initiate said claim. As a precondition to said indemnification, Buyer shall provide Seller with timely notice of any claim and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed shall cooperate fully with Seller in the attached Fee Schedule investigation, attached invoice or accepted purchase order (disposition, and resolution of any claim. In connection with such indemnification, Seller shall defend any actions brought against the "Products")Buyer for any such claims, and shall bear all costs, and expenses related to the defense of any such action, and Seller shall pay any judgment awarded against Buyer on any such claims. You do not acquire Seller shall undertake to retain reasonably competent counsel to handle any ownership interest or rights such claims, at Seller's expense. If Buyer decides to also retain counsel in connection with any such claims, it shall be at Buyer's sole cost and expense. Buyer will agree to fully cooperate with Seller and Seller's counsel in the Products and associated materials and all defense or prosecution of any such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Scheduleclaims.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Bill of Sale Agreement (Mercury Waste Solutions Inc)
License. a) Subject The Software is not sold to you. Rather, it is licensed on a non-exclusive, non-transferable, non-sublicensable basis solely for use by you, and you alone, under the terms of this Agreement. WYTH Sagl (and, ProQuest Information to the extent applicable, its licensors), retains all title to and Learning Company ("ProQuest") hereby ownership of the Software and reserves all rights not expressly granted to you hereby. WYTH grants you a non-exclusive, non-transferable transferable, non-sublicensable license to have access use, display, and perform the Licensed Technology for any lawful purpose, provided that you maintain a valid license to use WYTH’s WYTH™ (the “License”). However, the rights that WYTH grants you under the License are subject to the terms of this Agreement, and you may only make use of the on-lineLicense if you comply with all applicable terms. Further, FTP electronic feed you acknowledge that WYTH has limited rights to grant you a license to the Licensed Technology and that any purported grant of license in violation of those rights is null and void. The License becomes effective on the date you accept this Agreement or CDROM products provided by ProQuest to install or use any portion of the Licensed Technology. The License does not grant you as listed any title or ownership in the attached Fee Schedule Licensed Technology. If you purchase the Software, attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License license is granted to you at your principal location perpetually. If you subscribe to the Software, the license is granted to you for the type(sterm of the subscription (one or three years unless specified otherwise in written) and terminates upon the end of access the subscription automatically, rendering the Software unusable. If you have obtained an evaluation/demo copy of the Software, and have not purchased a license to the Software, WYTH Sagl grants you a 30-day non-exclusive license to use the Software free of charge for the purpose of evaluating whether you wish to purchase an ongoing license for the Software. WARNING: Evaluation/Demo copies of the Software may become non-functional thirty (whether remote or on-site only), 30) days following initial installation on your computer. Evaluation/Demo copies of the software may also limit the number of simultaneous users times certain features may be executed. WYTH Sagl disclaims all liability and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely responsibility for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright loss of data or other proprietary right of ProQuest or its licensorsinformation which may occur as a result thereof. You may not use market and distribute the Products to execute denial Software only if there is a separate agreement for distribution and marketing of service attacks nor may the Software between you perform automated searches against ProQuest's systems to and WYTH Sagl and only under the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers)terms and conditions determined by that agreement. You may print and make copies of materials retrieved through enter into Other Licenses, including without limitation the Products only as permitted in Section 1 (d) of WYTH™ End User License Agreement available at ▇▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇▇/legal/▇▇▇▇.pdf. Other Licenses are not modified or otherwise affected by this Agreement. You represent and warrant to ProQuest that you For Other Products, the terms of your applicable Other License will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraphgovern all matters (including royalties, if you represent a public librarynotifications, educational institutionfeedback, governmental agency or non-profit institution allowing public access to data and informationcontributions, thentrademarks, subject to any special restrictions of the copyright ownerservice marks, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectlytrade names, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printinglogos, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printoutsscreen shots, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as video content related to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict those Other Products) related to your use of the materials code, artwork, and content that are licensed to you under the doctrines of "fair use" or "fair dealing" as defined under the laws that Other License, instead of the United States, England, or German Copyright Law respectivelyterms of this Agreement.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: End User License Agreement
License. a) Subject Each license to All-Access will be provided to you in what is called a “Pass” or an “All-Access Pass”. The Pass will indicate the terms type of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby license that You have purchased for the Eligible Products which are licensed based on one of the following license types: Licensor grants you to You a non-exclusive, non-transferable license right to use the Eligible Products within the territory specified by your business address listed in the ordering document for the Eligible Products solely in the following manner:
(a) If You have access purchased a Single Seat License (also called a Workstation License) of All-Access this will allow You to install the Eligible Products on one computer for one user.
(b) If You have purchased a Network Named User License of All-Access this will allow You to designate one person in your organization ("Named User") the right to install the Eligible Products on one or more computers and use the onEligible Products, provided that only the Named User uses the Eligible Products.
(c) If You have purchased a Concurrent User License of All-line, FTP electronic feed or CDROM products provided Access this will allow You to install the Eligible Products and/or product key on a network to be used concurrently on different computers by ProQuest up to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), authorized number of simultaneous users for whom You have purchased All-Access, provided that if You check out one product within the Eligible Products, all of the software associated with that Concurrent User License is checked out to that user. Regardless of the license type, and subject to the network configuration specified on other restrictions of the Fee Schedule; additional authorized sites particular license type, one user (concurrent, named or locations must be listed on seat) may use any of the Additional Sites/Member Libraries Schedule.
b) Eligible Products per each All- Access Pass purchased (each a “Licensed User”). You will use the Products solely for your own personal or internal use. agree that You will not publishdesignate more users than the number of licenses that Embarcadero or an Embarcadero authorized reseller has expressly granted to You, broadcast or sell and You will not allow the Eligible Products to be used by any materials retrieved through individuals other than the users for whom You have purchased a license to All-Access. If the license terms that accompany any of the Eligible Products (the “▇▇▇▇”) give You other rights that do not expressly conflict with this Agreement, You also have those rights subject to any additional restrictions applicable to the rights that are indicated in such ▇▇▇▇. For example, the particular software product may contain redistributables and specific license rights and restrictions regarding those redistributables. If You elect to exercise those rights contained in the ▇▇▇▇, your rights shall be as defined in the ▇▇▇▇ and subject to any restrictions contained in the ▇▇▇▇. In addition, the ▇▇▇▇ for the particular Eligible Product may contain additional license types and restrictions. These license types and restrictions also apply to your usage and may require You to purchase additional licenses to receive additional usage rights. If You are a system integrator You may use the Eligible Products to provide services to your end user customers, provided that the Eligible Products may not be installed on the end user customer machine, but only on the system integrator machine. The end user customer receives no rights to use the Eligible Products or use benefit from the materials in any manner that will infringe support provided herein or the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print terms and make copies of materials retrieved through the Products only as permitted in Section 1 (d) conditions of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: All Access Terms and Conditions
License. a) Subject During the Subscription Term, we will grant to you, the customer identified in the Order Form, a limited, non-exclusive, non- transferable, non-sublicensable right to access and use the data subscription service as detailed in the Order (Subscription Data), and for the sole use within your business and for internal business purposes only, provided that you comply with the use restrictions and allowance limitations and parameters outlined in the Order and this Agreement. The Customer accepts the terms and conditions of this Agreement and accepts full responsibility for performance by its employees, contractors and agents (collectively, “Customer Representatives”) of obligations under this Agreement.
b) Unreasonable or Excessive Use: You agree that you will use and access the Subscription Data in the manner that is agreed and set out in the Order Form and your use will not be:
(i) Unreasonable, which is where your use is in our reasonable opinion is considered by us to be illegal or fraudulent, contrary to the terms of this AgreementAgreement or Order, ProQuest Information and Learning Company ("ProQuest") hereby grants you or in a non-exclusive, non-transferable license to have way that adversely affect other customers or their use of or access to the Subscription Data and use any other products and services we offer, or any negative impact to our reputation; Amongst other things, “fraudulent use” includes resupply of the on-line, FTP electronic feed Subscription Data or CDROM other products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of services without our consent so that someone else may access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright Subscription Data or other proprietary right products and services or take advantage of ProQuest the Subscription Data or its licensors. You may not other products and services;
(ii) Excessive, which is a continuing and unreasonably disproportionate use of the Products Subscription Data when compared to execute denial other average individual named users, or use that is in excess of service attacks nor may you perform automated searches against ProQuest's systems any allowance limitations detailed in an Order; and
(iii) Any use or access to the extent such searches unduly burden ProQuest's systems (including, but not limited Subscription Data that we deemed to automated "bots" be Unreasonable or link checkers). You Excessive may print and make copies of materials retrieved through result in your access to the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products Subscription Data being suspended or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensorsexcess usage fees payable.
c) Notwithstanding You may permit employees, to use and access the previous paragraphSubscription Data on your behalf during the Subscription Term, if you represent a public libraryprovided that they only use the Subscription Data for projects being performed by such persons or entities for your benefit and on your behalf, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-siteno other purposes. You will limit use all reasonable endeavours to ensure that such persons and entities do not use to or access the customary services provided to patrons and you will not re-distribute Subscription Data (or any data extracted therefrom) for their own purposes or for the materials retrieved from the Products or provide access to the Products to other libraries or purposes of any third parties either directly or indirectly, unless specifically authorized by ProQuestparty.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Data Subscription Agreement
License. (a) Subject to the terms and conditions of this Agreement, ProQuest Information and Learning Company ("ProQuest") Joltid hereby grants you to Altnet, during the term of this Agreement, a non-exclusive, non-transferable perpetual, irrevocable, transferable, worldwide license to use and have access used, including the right to sublicense to USERS and CUSTOMERS when included as part of or for use with an Altnet Product, including for the on-linepurpose of establishing for use by Altnet and/or its Customers one or more virtual private peer to peer networks (each, FTP electronic feed a CHANNEL), or CDROM products services built thereon or related thereto, the Licensed Software in object code form only.
(b) Subject to the other terms and conditions of this Agreement, Joltid shall retain all right, title and interest in the Licensed Software, Upgrades and any modifications or enhancements provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or Joltid other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems than an Altnet Development (including, but not limited to automated "bots" to, ownership of all copyrights and other intellectual property rights therein); PROVIDED, that Altnet shall retain all right, title and interest in any Altnet Product, including any Altnet GUI, and any modifications or link checkersenhancements thereto provided by Altnet or Joltid (including, but not limited to, ownership of all copyrights and other intellectual property rights therein), but excluding in all cases that portion, if any, of any Altnet Product that consists of the Licensed Software (or any Upgrades, or other modifications or enhancements thereto provided by Joltid). You may print Altnet shall retain all right, title and make copies interest in any Altnet Development (including, but not limited to, ownership of materials retrieved through all copyrights and other intellectual property rights therein), other than any Source Code for any Altnet Development developed by Joltid ("AD SOURCE CODE"), which Joltid shall own subject to Altnet's rights as set forth in this clause (b). Joltid hereby grants to Altnet, during the Products only Term of this Agreement, the exclusive (even as permitted to Joltid, except as provided in Section 1 the next *** Terms represented by this symbol are considered confidential. These confidential terms have been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission ("SEC") and have been filed separately with the SEC. sentence), perpetual, irrevocable, transferable, worldwide license to use and have used the AD Source Code. Notwithstanding the immediately preceding sentence, Joltid shall have the right to use, and to license to others the right to use, all or any portion of the AD Source Code during the Term of this Agreement in a manner that does not violate Altnet's copyrights and other intellectual property rights in the Altnet Development related to such AD Source Code. Neither this Agreement, nor any action, omission or statement by Altnet or Joltid, nor Altnet's use of the Licensed Software shall in any way confer or imply a grant, other than as provided in this Agreement, of rights, title or interest thereto or to any element or portion thereof, including without limitation, copyrights, trademarks, trade names, service marks or goodwill.
(d) Altnet agrees that it shall not remove any proprietary, copyright, trademark, service mark or other legend from any software or materials provided ▇▇ ▇oltid. Altnet further agrees to take other reasonable steps necessary to protect Joltid's intellectual property rights.
(e) Joltid retains all rights to the Licensed Software not expressly granted to Altnet under this Agreement.
(f) All costs and expenses related to either the implementation by Altnet or creation of Altnet Developments (if any) by Joltid performed at Altnet's written direction, shall be borne solely by Altnet, and if any such costs and expenses have been borne by Joltid, shall be paid to Joltid by Altnet, as applicable, upon invoice, all in accordance with the terms of the Services Agreement.
(g) Notwithstanding any of the other terms of this AgreementSection 1, on the occurrence of any of the events outlined in Section 1(h), below, the Licensed Software, including all Source Code contained therein, will be released to Altnet pursuant to Section 1(h), below.
(h) On execution of this Agreement by both Parties, Joltid shall place all Source Code in an escrow account to be co-owned by both Parties and to be released to Altnet on the occurrence of any one of the following events: (a) a material breach of this Agreement by Joltid by including, but not limited to, (i) a bankruptcy filing or declaration of insolvency, (ii) repeated failure to provide mission critical services and updates within a reasonable time, or (iii) failure to provide a substantive response within 30 days to important communications from Altnet relating to technology or services provided by Joltid that are considered critical to Altnet conducting business in a manner to which it is accustomed; (b) ***; or (c) Joltid's breach of any of its representations or warranties, including but not limited to, those appearing in Section 9, 2 *** Terms represented by this symbol are considered confidential. You represent and warrant These confidential terms have been omitted pursuant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere a Confidential Treatment Request filed with the publications Securities and services of ProQuest or its licensorsExchange Commission ("SEC") and have been filed separately with the SEC.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Licensing Agreement (Brilliant Digital Entertainment Inc)
License. (a) Subject to the terms and conditions of this Agreement and the Sales Order Agreement, ProQuest Information and Learning Company ("ProQuest") hereby Inspected grants to you a limited, worldwide, non-exclusive, non- transferable (except as set forth in Section 17), non-transferable license sub licensable right during the term of this Agreement for the use of the Service by you and your personnel solely in connection with your internal business operations.
(b) You may allow Inspectors working for your Affiliates to use the Service under your subscription to the Service, as long as the total number of Inspectors between you and all of your Affiliates does not exceed the number of Inspectors that you are paying for under your subscription. If you allow your Inspectors working for your Affiliates to use your account, you agree that: (a) you will at all times be liable and responsible for all acts and omissions of your Affiliates that use the Service (and any users using the Service on behalf of the Affiliate) as though those acts and omissions were committed by you; and (b) you agree (and you agree on behalf of your Affiliates) that your Affiliates and their end users may have access to all data and use information that you can access through your account and Inspected is not responsible for enforcing any data access restrictions between you and your Affiliates. If you are using multiple Inspectors accounts in connection with the on-lineoperation of more than one business, FTP electronic feed or CDROM products provided by ProQuest you must disclose this fact to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products us at time of registration and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location renewal for the type(s) Service, as separate businesses require separate agreements with us. Failure to do so will constitute a breach of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Scheduleyour obligations pursuant to this Agreement.
b(c) You will use Any Inspector that is designated as a Inspector cannot be designated otherwise: (A) before the Products solely for your own personal end of the subscription period in which he or internal use. You will not publish, broadcast or sell any materials retrieved through she was so designated and (B) without the Products or use the materials in any manner that will infringe the copyright or other proprietary right approval of ProQuest or its licensorsInspected. You may not use the Products to execute denial of service attacks nor may not, and you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (includingmust ensure that your inspectors do not, but not limited to automated "bots" share accounts with each other or link checkers)any other individuals. You may print are responsible and make copies liable for ensuring that your Inspectors (or anyone else using your accounts or the accounts of materials retrieved through your Managed Inspectors) comply with the Products only as permitted in Section 1 (d) terms of this Agreement. You represent Deactivation of an individual as a Inspector will result in such technician being unassigned from all jobs and warrant to ProQuest removed from reporting functionality. Monthly billing will be based upon the number of Inspectors at the beginning of the period, plus prorated billing for any added Inspectors and without reduction for users removed during the period. For the avoidance of doubt, the number of Inspector subscriptions that you must maintain at any given time will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, be subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-minimums specified in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuestyour agreements with us.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Customer Success Agreement
License. a) Subject When you "purchase", "buy", or "own" Purchased Content, that content is not sold to you, rather it is licensed to you. Upon payment of the terms of this Agreementpurchase price, ProQuest Information and Learning Company ("ProQuest") hereby grants you are granted a non-limited, non- exclusive, revocable, non-transferable transferable, non-sublicensable license to have access and view the Purchased Content for your personal, residential, non-commercial use, for so long as DISH makes the Purchased Content available. Except for the foregoing limited license, no right, title or interest in any Purchased Content is transferred to you. Your license includes any limitations imposed by any digital rights management technology used to protect the Purchased Content. You agree that this license does not permit you to copy (in whole or in part), sell, rent, lease, distribute, broadcast, sublicense, transfer, or otherwise assign any portion of any Purchased Content and/or any rights or license associated with any Purchased Content (including without limitation, any code or credentials that allow access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"any Purchased Content). You do not acquire any ownership interest We may automatically remove Purchased Content from your Compatible Devices when you are no longer authorized to view Purchased Content, which may include, among other things, being in breach of these Terms. The license is to access the Purchased Content for as long as you maintain your DISH Services or rights an active DISH alumni account, as determined by DISH in its sole discretion; provided, however certain content providers may impose a shorter access period or may remove all access to Purchased Content via the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal useDigital Store. You will not publish, broadcast or sell any materials retrieved through understand that your ability to access the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You Purchased Content may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misusedrevoked at anytime. If you authorize fee-per-article access cancel your DISH TV programming service, Purchased Content will no longer be available to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s)DISH set-top-box, but you can continue to watch Purchased Content on ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or on your mobile devices with the DISH Anywhere app. The term "Authorized User" means:Some features and extras of Purchased Content are only playable through your DISH set-top-box.
Appears in 1 contract
Sources: Terms and Conditions
License. aUpon payment of applicable fees in respect of a Document, you are authorized to: (i) Subject to make use of the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely Document for your own personal use, or internal for the personal use of your immediate family members. "Personal use. " means that the Document or Website may be copied and used one or more times in respect of a matter or matters in which You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors(and/or your immediate family member(s)) are personally involved as a party. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems Website or the Documents for any other purpose, and all other rights to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers)Documents and Website are specifically reserved. You may print not remove the copyright notice and make copies any terms of materials retrieved through license from any part of the Products only Website, or use the Documents for any commercial purpose whatsoever. Ownership and copyright in the Website belong solely to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products or services obtained from this Website. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ has included within this agreement a disclaimer in respect of its liability in respect of the documents. Please read it carefully as permitted in Section 1 (d) the following are the terms upon which ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ provides Documents to you. DOCUMENTS AVAILABLE ON THE SERVICE IN THE MAJORITY OF CASES WILL HAVE TO BE TAILORED TO SUIT YOUR PARTICULAR CIRCUMSTANCES. THEREFORE THE BASIS ON WHICH YOU PURCHASE OR MAKE USE OF ANY DOCUMENT IS THAT THE DOCUMENT IS SUITABLE TO BE USED BY YOU IN CONJUNCTION WITH PROPER ADVICE AS TO ITS APPLICATION AND ADAPTATION FOR YOUR PARTICULAR REQUIREMENTS. THE DOCUMENTS ARE NOT MADE AVAILABLE TO YOU ON ANY OTHER BASIS. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ DOES NOT TAKE RESPONSIBILITY FOR, AND YOU AGREE THAT ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ IS NOT LIABLE FOR, LEGAL ADVICE PROVIDED BY ANY PERSON, WHETHER OR NOT SUCH PERSON WAS A REFERRAL FROM ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. ADVICE YOU RECEIVE FROM A LAWYER IS THE RESPONSIBILITY OF THE ATTORNEY OR OTHER PERSON ADVISING YOU. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ WILL NOT HAVE ANY RESPONSIBILITY AT ALL FOR ANY ALTERATIONS THAT MAY BE MADE TO ANY DOCUMENT AFTER YOU HAVE DOWNLOADED OR ACCESSED. PLEASE NOTE ALSO THAT ANY RESPONSIBILITY THAT ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ MAY HAVE TO YOU WILL NOT EXTEND TO ANY OF THE FOLLOWING: LOSS OR DAMAGE WHICH WE CANNOT REASONABLY FORESEE MAY HAPPEN; OR, LOSS OR DAMAGE WHICH CONSISTS OF OR INCLUDES ANY WASTED EXPENDITURE, INDIRECT LOSS, LOSS OF PROFITS OR ANTICIPATED PROFITS OR GAINS OF ANY DESCRIPTION OR LOSS OF BUSINESS. IF A COURT OR ANY OTHER BODY HAVING THE POWER TO RULE ON DISPUTES DECIDES THAT ANY PART OF THIS DISCLAIMER IS NOT REASONABLE OR CANNOT BE ENFORCED FOR ANY REASON, THIS WILL NOT AFFECT THE VALIDITY OF THE OTHER PARTS OF THIS DISCLAIMER WHICH WILL CONTINUE TO BE IN FULL FORCE AND EFFECT. As a condition of your use of this Agreement. You represent and Website, you warrant to ProQuest us that you will not use the Products this Website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. This Website contains hyperlinks to websites operated by third parties. Such hyperlinks are provided for your reference only. We do not control such websites and we can not be responsible for their contents. Our inclusion of hyperlinks to such websites does not imply any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions endorsement of the copyright owner, you may provide public access to material on such websites. General warranty and retrieval liability disclaimer; limitation of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:liability
Appears in 1 contract
Sources: License Agreement
License. Through uploading a Track You expressly grant to MusicRevolution the non-exclusive worldwide right and license to make the Track available to the public by any means and media now known or later discovered or developed, including any communication to the public of the Track, by wire or wireless means including on ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, and through 3rd party licensees and distributors. You expressly grant MusicRevolution the non-exclusive right to grant limited, non-exclusive licenses to users of the Service to use the Track in:
a) Subject Worldwide commercial Internet usage (websites, web videos), as long as music is not offered as a stand-alone download or product, b) Broadcast television advertising & programming (network & cable) c) Physical and electronic media for sale (DVD, audio CDs, video games, toys) that incorporates the Content, d) Physical locations (e.g., retail, office, on hold), e) Live business presentations, f) Any electronic or physical media produced for personal use only, g) Public service announcement TV/radio broadcasts, h) Any electronic or physical media produced by certified non-profit or educational institutions, i) Broadcast radio, j) Closed Circuit Television, k) Kiosks, l) Theatrical screens or stages, and m) Commercial and non-profit Internet streaming. In addition to the foregoing You grant MusicRevolution the right to use the Track for its own business purposes relating to the promotion of the Service. This promotional usage may include the granting of limited pre-sale (or "comp") licenses. No compensation shall be due for use of the Track for such business purposes. We will not give Your Tracks away for free without Your express permission. All rights, including title and copyright, in and to the uploaded Track will be retained by You, and no title or copyright is transferred or granted in any way to us or any 3rd party except as provided in this Upload Agreement and the License Agreement. You acknowledge that MusicRevolution cannot take responsibility for the compliance by purchasers and licensees of the License Agreement. You also agree that MusicRevolution shall have no liability to You or any person claiming through You for any breach by a licensee of the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Scheduleagreement respecting Tracks.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Upload Agreement
License. Sonant hereby grants to you a nontransferable (except as provided herein), nonexclusive, perpetual license (the "License") to use the Licensed Software and all its components and any modifications thereto or replacement thereof provided to you. You may:
a) Subject to use the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby grants you Software on a non-exclusiveexclusive basis with a single Sonant system, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This for each License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.purchased;
b) You will copy the Software into any machine readable or printed form for backup in support of your use of the Products solely for Software as permitted herein;
c) transfer the Software to another party if all of the following conditions are met: the other party accepts the terms and conditions of this License; a copy of this License signed by the other party is returned to Sonant; you transfer or destroy all copies, modifications or merged portions of the Software. Any such transfer terminates your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensorsLicense. You may not use not:
a) distribute copies of the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (includingSoftware or any portion thereof in any form, including but not limited to automated "bots" flow charts, logic diagrams, computer codes, and listings to others without the prior written permission of Sonant;
b) modify, reverse assemble, reverse compile, or link checkers)translate the Software without the prior written consent of Sonant. Title to the Software and all rights therein, including all rights in patents, copyrights and trade secrets applicable thereto, shall remain vested in Sonant or its licensor. Title to any copies made, in whole or in part, shall remain vested in Sonant or its licensor. You may print must reproduce and make copies of materials retrieved through include the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products copyright notice, other proprietary notices, or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions legends of the copyright ownerSoftware on any copy. YOU MAY NOT USE, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-siteCOPY, MODIFY, OR TRANSFER THE SOFTWARE, OR ANY COPY, MODIFICATION OR MERGED PORTION, IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS LICENSE. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectlyIF YOU TRANSFER POSSESSION OF ANY COPY, unless specifically authorized by ProQuestMODIFICATION, OR MERGED PORTION OF THE SOFTWARE TO ANOTHER PARTY, YOUR LICENSE IS AUTO- MATICALLY TERMINATED UPON SUCH TRANSFER.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Software Services Agreement
License. TOMIS does not own any Subscriber Data. Subscriber, not TOMIS, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Subscriber Data (including Subscriber Customer Data and Subscriber Private Data), including, without limitation, responsibility for obtaining the prior written consent of a customer for the use of such customer’s data in connection with the Services (which may include consent to send SMS messages to such customer). TOMIS shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Subscriber Data. TOMIS reserves the right to withhold, remove, and/or discard Subscriber Data without notice for any breach, including, without limitation, Subscriber’s non-payment. Upon termination for cause, Subscriber’s right to access or use Subscriber Data immediately ceases, and TOMIS shall have no obligation to maintain or forward any Subscriber Data. Subscriber is solely responsible for all uploaded Subscriber Data, including Subscriber Customer Data. TOMIS has no obligation to monitor any Subscriber Data and shall have no liability to Subscriber or any other person or entity with respect thereto, including, without limitation, liability with respect to any information (including Subscriber’s confidential information) contained in or apparent from any Subscriber Data. Subscriber represents and warrants that it owns or has a valid and enforceable license and right to use all Subscriber Data, and that no Subscriber Data infringes, misappropriates or violates the rights (including, without limitation, any privacy rights, or any copyrights or other intellectual property rights) of any Person or any applicable law, rule or regulation of any government authority of competent jurisdiction. TOMIS is not responsible for the loss, corruption or other changes to Subscriber Data. Without limiting the foregoing, any feature(s) of the Services that may permit Subscriber to temporarily save or otherwise store Subscriber Data is offered for Subscriber’s convenience only and TOMIS does not guarantee that the Subscriber Data will be retrievable. Subscriber is solely responsible for saving, storing and otherwise maintaining Subscriber Data, including by maintaining backup copies of Subscriber’s Subscriber Data on appropriate independent systems that do not rely on the Service. Subscriber shall comply with all applicable statutes, regulations, ordinances and government directives for protecting the privacy of Subscriber Private Data. Subscriber agrees that (a) Subject Subscriber shall not ▇▇▇ the Service to store or transmit any personally identifiable medical information, social security numbers, credit or debit card numbers of financial account numbers (“Sensitive PII”); and (b) TOMIS shall have no liability for failure to adequately secure or protect any Sensitive PII. Notwithstanding the forgoing, by uploading or entering any Subscriber Data, Subscriber grants to TOMIS, its affiliates and contractors, a nonexclusive, worldwide, royalty-free and fully-paid, transferable and sublicensable, perpetual, and irrevocable license to (a) copy, store, and use Subscriber’s Subscriber Data in connection with the provision of the Services, (b) aggregate, compile, decompile, manipulate, reproduce, modify, supplement, adapt, translate, create derivative works from, distribute, publish, disclose and otherwise use all Subscriber Data for any and all purposes, including without limitation, improving the Site or Service, or commercial purposes unrelated to the Site or Service, and (c) use the Subscriber Data to power TOMIS and third party applications and services. Subscriber Data, including Subscriber Customer Data, will be used to benefit all other TOMIS platform subscribers, including but not limited to improving all TOMIS Digital Properties and for cross marketing purposes. Subscriber represents and warrants that: (a) Subscriber’s own terms of services and privacy policy grants it authority to transfer Subscriber Customer Data within the terms of this Agreement, ProQuest Information and Learning Company ; ("ProQuest"b) hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such Subscriber has full rights and interests remain in ProQuest authority to license Subscriber Customer Data; and its licensors. This License is granted to you at your principal location (c) if a Subscriber provides Subscriber Customer Data not through Subscriber’s website, that the customer expressly consented for the type(s) license and transfer of access (whether remote or on-site only)Subscriber Customer Data for use consistent with this Agreement. As to all Subscriber Data transmitted to TOMIS prior to termination of this Agreement, number of simultaneous users and Subscriber’s grant contained in this Section shall survive the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) termination of this Agreement. You represent and warrant to ProQuest that you will not use If Subscriber is restricted by law in the Products duration, permission, individual or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services class of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or Subscriber’s customer revoking authority for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimilethis license, or electronic mail. All reproduction and distribution license of Subscriber Customer Data, Subscriber shall promptly notify TOMIS of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelyrestriction.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
License. (a) Subject to In accordance with the terms of this Agreement, ProQuest Information CMSI grants, and Learning Company ("ProQuest") hereby grants you Licensee accepts, a non-exclusive, exclusive and non-transferable license to have access to and use the onLicensed Products within the United States on the Equipment at the location(s) specified in Exhibit B for its own internal business purposes and the internal business purposes of Authorized Affiliates, and to permit its employees, or its agents (and employees or agents of Authorized Affiliates) to interact with the Software through remote computer terminals. Use of the Software for the internal business purposes of Licensee and Authorized Affiliates means that the Software may be used to support Licensee's core line of business, but the Software may not be used in a service bureau or similar environment for the purpose of supporting a core line of business of any third party. Software for use on a network system or other multi-lineuser environment may be used on only the number of terminals or workstations designated herein. This license specifically does not include any grant of rights to Licensee to write or otherwise utilize programs, FTP electronic feed other than those specifically authorized by CMSI, which assign or CDROM products provided introduce data to the Software's database. Licensee may prepare two backup copies of the Software and Documentation so long as such copies contain the proprietary notices appearing on the copies initially furnished to Licensee. Unless otherwise specified in this Agreement, Software shall be installed at the Site(s) (as established in Exhibit B hereto) on any computer system(s) with no more than the number of concurrent users specified in Exhibit A. Licensee shall ensure that all Authorized Affiliates, and their employees and agents, comply with the terms and conditions of this Agreement and the obligations of Licensee hereunder.
(b) CMSI retains all rights to the Licensed Products not specifically granted to Licensee under this Agreement. All revisions, modifications and derivative works to the Software, Documentation or Source Code developed by ProQuest CMSI or any other party, including all updates, enhancements or modifications to you as listed the Licensed Products, and all Licensee Enhancements, will be the sole and exclusive property of CMSI and will be subject to all of the use and nondisclosure restrictions which apply to the Licensed Products under this Agreement. Licensee agrees to assign to CMSI in writing any proprietary interest which may be conferred upon Licensee by law in any such revisions, modifications, derivative works or Licensee Enhancements.
(c) The license to the Software granted hereunder specifically excludes the right to use the Software to interface with the Internet or otherwise receive applications or any other information related to credit underwriting, by means of the Internet or any third party provider. If Licensee desires to expand its license to include such right, such right shall be subject to mutual written agreement between the parties.
(d) If CMSI incorporates the software of any third parties in the attached Fee Schedule Software, attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must those third parties will be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems entitled to the extent benefit of the obligations incurred by Licensee under this Agreement with respect to the use and protection of such searches unduly burden ProQuest's systems (third-party software. Licensee also agrees to comply with the terms and conditions of any third party from which Licensee obtains software for use in connection with its use of the Software, including, but not limited to automated "bots" to, any obligations of confidentiality or link checkers). You nondisclosure by which Licensee may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere be bound with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use respect to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution software of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelythird party.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Software License Agreement (Credit Management Solutions Inc)
License. a) Subject During the Term and subject to the terms and conditions of this Agreement, ProQuest Information and Learning Company ("ProQuest") HS hereby grants you AOL a non-exclusivelimited, non-transferable worldwide, nonexclusive license (a) to have access to use, market, license, store, distribute, reproduce, display, adapt, communicate, perform, transmit, and use promote the on-line, FTP electronic feed Customized Programming and the Licensed Content (or CDROM products provided by ProQuest to you as listed any portion thereof) through the AOL Network in the attached Fee Schedule ordinary course of the operation of the AOL Network, attached invoice (b) to use, link to, market, and promote the Customized Sites as contemplated in this Agreement and, to the extent necessary or accepted purchase order appropriate for the delivery of the Customized Sites to AOL Users as contemplated in this Agreement, store, distribute, reproduce, display, communicate, perform, and transmit the Customized Sites (the "Products"). You do not acquire or any ownership interest or rights portion thereof) in the Products ordinary course of operation of the AOL Network; and associated materials (c) to use, market, license, store, distribute, reproduce, display, adapt, communicate, perform, transmit, and promote the Customized Programming and Licensed Content (or any portion thereof) to promote the products and services of AOL and its Affiliates in online or offline media. In the event that AOL desires to translate the Licensed Content or Customized Programming (or any portion thereof) from English to a another language (e.g., Spanish), HS will negotiate in good faith to permit AOL to translate such Licensed Content or Customized Programming; provided, however that any such translation will be subject to HS’ approval. Upon expiration or earlier termination of the Agreement, AOL shall take no action with respect to the Licensed Content that would infringe the intellectual property rights of HS in the Licensed Content and AOL shall delete the Licensed Content in accordance with AOL’s standard practices in similar circumstances. AOL Network Distribution. HS shall not authorize or knowingly permit any third party to distribute any Content of HS through the AOL Network absent AOL’s prior written approval. The distribution, placements and/or promotions described in this Agreement or otherwise provided to HS by AOL shall be used by HS solely for its own benefit, will promote solely the Licensed Content within the Customized Site or Customized Programming expressly described on Exhibit A or as permitted in the Agreement and will not be resold, traded, exchanged, bartered, brokered or otherwise offered or transferred to any third party or contain any branding other than HS’ branding. Further, the Content of all such rights distribution, placements and interests remain promotions shall be subject to AOL’s relevant written policies that are provided in ProQuest writing to HS regarding objectionable content (e.g., illegal, illicit or unfit for minors) and its licensors. This License is granted to you at your principal location for the type(s) of access promotion (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will provided that such policies shall not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems apply to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials policies would materially adversely affect HS’ rights under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelyAgreement).
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
License. a) 3.1. Subject to payment of the applicable Subscription Fees or License Fees, the restrictions set out in this clause 3 and the terms and conditions of this AgreementAgreement and the applicable Contract Order Form, ProQuest Information and Learning Company ("ProQuest") SmarterPay hereby grants you to the Customer a non-exclusive, non-transferable license to have use the Services and the Documentation in accordance with and Usage Limits set out on the Contract Order Form during the Subscription Term and solely for Customer's internal business operations.
3.2. In relation to the Authorised Users, Customer undertakes that:
a) The maximum number of Authorised Users that it grants access to and use of the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in Services and Documentation shall not exceed the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and Authorised Users set out under the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.Usage Limits;
b) You will use the Products solely for your own personal or internal use. You it will not publishallow more than one named individual user per Authorised User unless that Authorised User has been reassigned in its entirety to another individual user, broadcast or sell in which case the prior Authorised User shall no longer have any materials retrieved through the Products right to access or use the materials in any manner that will infringe the copyright Services and/or Documentation. In particular, Customer shall not allow group or other proprietary right sharing of ProQuest an Authorised User login either within or outside of its licensorsorganisation;
c) each Authorised User shall keep a secure password for its use of the Services and Documentation, take all necessary or recommended security measures in relation to password security and that each Authorised User password shall be kept confidential;
3.3. You Customer shall permit SmarterPay to audit:
a) Customer’s compliance with the terms of this Agreement generally; and
b) Customer’s Use of the Services in order to establish the identity of each Authorised User and the number of Authorised Users is in accordance with the Subscription purchased. Without prejudice to SmarterPay’s other rights, if any such audit reveal that the Services are being used by any individual who is not an Authorised User, Customer shall promptly disable such access; or, if SmarterPay agrees, at its sole discretion, shall pay an additional fee at SmarterPay’s then current rates for such individual’s continued use as an Authorised User.
3.4. Except as may not use be allowed by any applicable law which is incapable of exclusion by agreement between the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems parties, Customer shall not:
a) except to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as expressly permitted in Section 1 (d) of under this Agreement. You represent and warrant , attempt to ProQuest that you will not use the Products copy, modify, duplicate, create derivative works from, download, display, transmit, or distribute all or any material retrieved from portion of the Products Software and/or Documentation (as applicable) in any form or media or by any means;
b) attempt to create products reverse compile, disassemble, reverse engineer or perform services which compete otherwise reduce to human-perceivable form all or interfere with any part of the publications and services of ProQuest or its licensors.Software;
c) Notwithstanding access all or any part of the previous paragraphServices and Documentation in order to build a product or service which competes with the Services and/or the Documentation;
d) use the Services and/or Documentation to provide services to third parties;
e) license, if you represent a public librarysell, educational institutionrent, governmental agency lease, transfer, assign, distribute, display, disclose, or non-profit institution allowing public access to data and informationotherwise commercially exploit, then, subject or otherwise make the Services and/or Documentation available to any special restrictions of third party except the copyright ownerAuthorised Users; or
f) attempt to obtain, you may provide public access to and retrieval of data and information through the Products by or for walk-assist third parties in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide obtaining, access to the Products to Services and/or Documentation, other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuestthan as provided under this clause 3.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile3.5. Customer shall use all reasonable endeavours to prevent any unauthorised access to, or electronic mailuse of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify SmarterPay.
3.6. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through In the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your event Customer’s use of the materials under Services exceeds the doctrines Usage Limits, Customer shall pay the Overage Fees in respect of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelysuch excess use in accordance with clause 4.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Master Agreement
License. Subject to Subscriber’s payment of all applicable fees to EDGEWAVE and Subscriber’s acceptance of and compliance with all the terms and conditions of the Agreement, EDGEWAVE hereby grants to Subscriber, during the Term, and for Subscriber’s internal business purposes only, a limited, revocable, personal, non-sub-licensable, non-transferable, non-assignable and non-exclusive license (the “License”) to (a) Subject install, where applicable, and/or use one copy of the Software (unless the Quotation permits multiple copies) for Subscriber’s internal use only and only for its intended purpose(s) in accordance with EDGEWAVE’s user documentation and the Agreement; and (b) use the Service, Deliverables and Hardware only for Subscriber’s internal use, and only for its intended purpose(s) in accordance with EDGEWAVE’s user documentation and the Agreement. The Software, Service and any Deliverables are licensed, not sold, to Subscriber for use only under the terms of this the Agreement; ownership of the Software, ProQuest Information Service and Learning Company ("ProQuest") hereby grants you Deliverables remains at all times with EDGEWAVE or its suppliers/licensors. The terms of the ▇▇▇▇ will govern any Upgrades and Updates provided by EDGEWAVE that replace and/or supplement the original Software, Service, Deliverables and/or Hardware, unless such upgrade or update is accompanied by a non-exclusive, non-transferable separate license to have in which case the terms of that license will govern. The Software and access to and use the on-lineService and/or Deliverables are limited to the number of personal computers, FTP electronic feed licensed workstations, subscriptions, mailboxes users, seats or CDROM products provided by ProQuest to you as listed in any other device that accesses the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only)internet, number of simultaneous users servers, or IP addresses, as reflected in the Quotation, SOW or Web Purchase (collectively the “Seats” or “Users”), as well as the functionality, term periods, applications, modules, the amount of data or data capture rates, and/or special options paid for by Subscriber and authorized by EDGEWAVE as reflected in the network configuration specified on Quotation, SOW or Web Purchase. Subscriber will notify EDGEWAVE in advance of having actual Seats that exceeds the Fee Schedule; maximum number of Seats permitted in the Quotation, SOW or Web Purchase and EDGEWAVE will charge Subscriber for the additional authorized sites Seats. Upon termination or locations must be listed on Subscriber’s breach of the Additional Sites/Member Libraries Schedule.
b) You will license or the Agreement, Subscriber no longer has any right to use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensorsSoftware and/or Service.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: End User License Agreement
License. a) Subject to the terms of this Agreement, ProQuest Information and Learning Company ("“ProQuest"”) hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM CD-ROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "“Products"”). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's ’s systems to the extent such searches unduly burden ProQuest's ’s systems (including, but not limited to automated "“bots" ” or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "“fair use" ” or "“fair dealing" ” as defined under the laws of the United States, States or England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:of
Appears in 1 contract
Sources: Terms and Conditions
License. a) 2.1 Subject to the terms and conditions of this AgreementAgreement and payment of license fees by you as applicable, ProQuest Information and Learning Company ("ProQuest") hereby INGENICO grants to you a non-exclusiveexclusive and non-transferable right to use the SOFTWARE, in object code form, in the Territory only, solely to develop the Applications and not for redistribution (except the Redistributables as expressly authorized hereunder) or sublicensing. You may make a reasonable number of copies of the SOFTWARE solely to the extent necessary to develop the Application in accordance with this Agreement.
2.2 The SOFTWARE licensed hereunder is for your use only. You shall in no event develop a software program for any third party by using the SOFTWARE and shall not transfer, assign or sublicense the SOFTWARE to any third party. You are hereby made aware and you hereby acknowledge that the SOFTWARE and its license terms are subject to change. In particular, INGENICO reserves the right to modify at any time in whole or in part content and conditions of availability, licensing and/or pricing of the SOFTWARE and does not warrant that the license granted hereunder will be renewed or extended, or that the conditions of such license will remain unchanged in case of a renewal if any. The changes of the content and conditions of availability, licensing and/or pricing of the SOFTWARE will in such case apply as follows: - For new requests for SOFTWARE, immediately; - For updates of SOFTWARE already licensed, upon the date of request of such updates; - For renewal of the SOFTWARE license, upon the date of request of such renewal. Your consent to the new terms and conditions may condition the supply of such updates, the renewal of such license or the grant of a license for any new SOFTWARE. You are hereby informed and you acknowledge that in no event shall INGENICO be liable for the consequences that the above changes could have on your activity in particular the activity relying upon the developments made by you using the SOFTWARE licensed hereunder.
2.3 You are authorized (a) to distribute the Application in the Territory only and (b) to distribute the Redistributables in the Territory only, in object code format as embedded in the Application, only to the extent such Redistributables (i) are necessary for the Application to run on an INGENICO Terminal and (ii) the inclusion of the Redistributables into the Application is either the direct result of the compilation operated by the SOFTWARE, when applicable, or is as instructed or recommended by INGENICO in the Documentation. You shall in no event transfer or purport to transfer to any third party the ownership of the Redistributables. You shall ensure that your license agreements with the Merchants for the Applications embedding Redistributables specify that (i) such Redistributables are subject to a non-exclusive and non-transferable license to have access to and use the on-lineuse, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule Territory, attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights for Merchants’ own purpose, and only as embedded in the Products Application, and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for that (ii) the type(s) of access (whether remote Merchants shall not sublicense, transfer, sell or on-site only), number of simultaneous users and otherwise communicate or make available the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject Redistributables to any special restrictions of third party otherwise than as embedded in the copyright owner, you may provide public access to Application and retrieval of data and information through that (iii) the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will Merchants shall not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectlyindirectly correct, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, modify or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising adapt all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, EnglandRedistributables, or German Copyright Law respectivelyreverse assemble or decompile the Redistributables in whole or in part, except as explicitly provided by law.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Software License Agreement
License. Use.
(a) Subject This Appendix I shall govern the Fund’s use of electronic communications, information delivery, portfolio management and banking services, that The Bank of New York Mellon and its affiliates (“Custodian”) may provide to the Fund, such as The Bank of New York Mellon Inform TM and The Bank of New York Mellon CA$H-Register Plus®, and any computer software, proprietary data and documentation provided by Custodian to the Fund in connection therewith (collectively, the “Electronic Services”). In the event of any conflict between the terms of this AgreementAppendix I and the main body of this Agreement with respect to the Fund’s use of the Electronic Services, ProQuest Information the terms of this Appendix I shall control.
(b) Custodian grants to the Fund a personal, nontransferable and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable nonexclusive license to have access to and use the on-lineElectronic Services to which the Fund subscribes solely for the purpose of transmitting instructions and information (“Written Instructions”), FTP electronic feed or CDROM products provided by ProQuest to you as listed obtaining reports, analyses and statements and other information and data, making inquiries and otherwise communicating with Custodian in connection with the Fund’s relationship with Custodian. The Fund shall use the Electronic Services solely for its own internal and proper business purposes and not in the attached Fee Schedule operation of a service bureau. Except as set forth herein, attached invoice no license or accepted purchase order (the "Products"). You do not acquire right of any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License kind is granted to you at your principal location with respect to the Electronic Services. The Fund acknowledges that Custodian and its suppliers retain and have title and exclusive proprietary rights to the Electronic Services, including any trade secrets or other ideas, concepts, know-how, methodologies, and information incorporated therein and the exclusive rights to any copyrights, trade dress, look and feel, trademarks and patents (including registrations and applications for registration of either), and other legal protections available in respect thereof. The Fund further acknowledges that all or a part of the Electronic Services may be copyrighted or trademarked (or a registration or claim made therefor) by Custodian or its suppliers. The Fund shall not take any action with respect to the Electronic Services inconsistent with the foregoing acknowledgments, nor shall the Fund attempt to decompile, reverse engineer or modify the Electronic Services. The Fund may not copy, distribute, sell, lease or provide, directly or indirectly, the Electronic Services or any portion thereof to any other person or entity without Custodian’s prior written consent. The Fund may not remove any statutory copyright notice or other notice included in the Electronic Services. The Fund shall reproduce any such notice on any reproduction of any portion of the Electronic Services and shall add any statutory copyright notice or other notice upon Custodian’s request.
(c) Portions of the Electronic Services may contain, deliver or rely on data supplied by third parties (“Third Party Data”), such as pricing data and indicative data, and services supplied by third parties (“Third Party Services”) such as analytic and accounting services. Third Party Data and Third Party Services supplied hereunder are obtained from sources that Custodian believes to be reliable but are provided without any independent investigation by Custodian. Custodian and its suppliers do not represent or warrant that the Third Party Data or Third Party Services are correct, complete or current. Third Party Data and Third Party Services are proprietary to their suppliers, are provided solely for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or Fund’s internal use, and may not be reused, disseminated or redistributed in any form. You will The Fund shall not publish, broadcast or sell use any materials retrieved through the Products or use the materials Third Party Data in any manner that will infringe would act as a substitute for obtaining a license for the copyright or other proprietary right data directly from the supplier. Third Party Data and Third Party Services should not be used in making any investment decision. CUSTODIAN AND ITS SUPPLIERS ARE NOT RESPONSIBLE FOR ANY RESULTS OBTAINED FROM THE USE OF OR RELIANCE UPON THIRD PARTY DATA OR THIRD PARTY SERVICES. Custodian’s suppliers of ProQuest or its licensors. You may not use the Products to execute denial Third Party Data and Services are intended third party beneficiaries of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print this Section 1(c) and make copies of materials retrieved through the Products only as permitted in Section 1 5 below.
(d) The Fund understands and agrees that any links in the Electronic Services to Internet sites may be to sites sponsored and maintained by third parties. Custodian make no guarantees, representations or warranties concerning the information contained in any third party site (including without limitation that such information is correct, current, complete or free of this Agreement. You represent and warrant to ProQuest that you will not use the Products viruses or other contamination), or any material retrieved from the Products to create products or perform services which compete sold through third party sites. All such links to third party Internet sites are provided solely as a convenience to the Fund and the Fund accesses and uses such sites at its own risk. A link in the Electronic Services to a third party site does not constitute Custodian’s endorsement, authorization or interfere with the publications sponsorship of such site or any products and services of ProQuest or its licensorsavailable from such site.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Custody Agreement (Ook Inc)
License. a) Subject to the terms of this Agreement, ProQuest Information and Learning Company ("“ProQuest"”) hereby grants you a non-non- exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM line products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "“Products"”). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location institutional location(s) for the type(s) of access (whether both remote or and on-site only)access, number of with unlimited simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Scheduleusers.
b) You will use the Products solely for your own personal or internal use. Authorized Users shall be permitted to extract or use information contained in the Products for personal, educational, scientific, or research purposes, including extraction and manipulation of information for the purpose of illustration, explanation, example, comment, criticism, teaching, research, or analysis. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's ’s systems to the extent such searches unduly burden ProQuest's ’s systems (including, but not limited to automated "“bots" ” or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-non- profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site, and to Authorized Users remotely as described under Paragraph g) below. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest, except as described under section f) below.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal internal, personal, scholarly, educational, scientific research or personal professional use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "“fair use" ” or "“fair dealing" ” as defined under the laws of the United States, States or England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If Licensee may fulfill requests from other institutions, a practice commonly called Interlibrary Loan. Licensee agrees to fulfill such requests in compliance with Section 108 of the United States Copyright Law (17 USC 108, "Limitations on exclusive rights: Reproduction by libraries and archives") and clause 3 of the Guidelines for the Proviso of Subsection 108(g)(2) prepared by the National Commission on New Technological Uses of Copyrighted Works and in accordance with any conditions as described under e) above.
g) Since your subscription allows you to provide remote access to the Products, you will use reasonable efforts to limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "“Authorized User" ” means:
Appears in 1 contract
License. (a) Subject to the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby NEDGRAPHICS grants you a non-exclusivelimited, personal, non-transferable transferable, non-exclusive license to have access to use or Access the Software and use Documentation solely for the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed purposes specified in the attached Fee Schedule Documentation. Only you, attached invoice your employees or accepted purchase order authorized independent contractors, and your end users, as applicable, may use or Access the Product or Documentation, andonly for your business. Additional terms and conditions may be provided with new Products or with an update, release, or upgrade.
(the "Products")b) The Software is licensed, not sold. You do not acquire have no ownership rights, express or implied, or any ownership interest or other rights in the Products and associated materials and all such rights and interests remain Software or Documentation other than those specified in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal usethis Agreement. You will may not publishrelicense, broadcast sublicense, copy, modify, enhance, make errors corrections to, create derivative works based on, decompile, decrypt, reverse engineer,or sell disassemble the Software (including any materials retrieved through the Products database) or Documentation, or permit any third party to do so. You maynot rent, lease, lend, or otherwise distribute or use the materials Software or Documentation in any time-sharing, service bureau, or similar arrangement, or in any manner that will infringe may cause the copyright Software or other proprietary right Documentation in whole or in part to become subject to any Excluded License.
(c) You are being granted a term License and, except as otherwise specified on the Purchase Documentation, suchlicense has an Initial Term of ProQuest one (1) month or its licensors. You may not use one (1) year from the Products to execute denial of service attacks nor may Start Date, depending on the option you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 select.
(d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere Some third-party materials distributed with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, Product may be subject to any special restrictions of the copyright ownerother terms and conditions, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products which aretypically found in a systematic separate license agreement or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated “Read Me” file provided with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize feethose third-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s)party materials. The term "Authorized User" means:License does not apply to any third-party software except as specified herein. YOU ACKNOWLEDGE THAT THE PRODUCT MAY CONTAIN A LICENSE KEY TO PREVENT UNAUTHORIZED USE, THAT THE LICENSE KEY IS NOT A VIRUS, THAT EXECUTION OR DEACTIVATION OF THE LICENSE KEY MAY RENDER THE PRODUCT OR A PORTION OF IT INOPERABLE, AND THAT NEDGRAPHICS MAY EXECUTE OR DEACTIVATE THE LICENSE KEY UPON TERMINATION OF YOUR LICENSE. YOU FURTHER ACKNOWLEDGE AND AGREE THAT, IF THE LICENSE KEY IS EXECUTED OR DEACTIVATED AS SPECIFIED IN THIS AGREEMENT, YOU MAY BE OBLIGATED TO PAY NEDGRAPHICS’ THEN-CURRENT FEE TO REACTIVATE THE PRODUCT, PLUS ANY OTHER APPLICABLE FEES.
Appears in 1 contract
Sources: License Agreement
License. For the duration of the Agreement and upon the terms and subject to the conditions contained herein, the parties hereto agree as follows:
(a) Subject we agree to provide the Template, the Link and BOX Content (and, to the terms of this Agreementextent contemplated by the Template and provided to us by you, ProQuest Information “Client Content”) and Learning Company ("ProQuest") hereby grants grant to you a non-exclusive, nonworld-transferable wide, royalty-free license (the “BOX License”) to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest Template and the Link and to you as listed access and display BOX Content pursuant to the Link in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products manner and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems contemplated by the Template. Said license shall be contemporaneous with this Agreement and shall terminate upon the termination of this Agreement;
(b) you agree to grant to us a non-exclusive, world-wide, royalty-free license (the “Client License”) to use the Template and the Link and to display Client Content in the manner and to the extent contemplated by the Template. Said license shall be contemporaneous with this Agreement and shall terminate upon the termination of this Agreement;
(c) you agree that you will employ reasonable measures not to allow the Content to be linked from your Site to any Site other than our Site and we agree that we will employ reasonable measures not to allow Client Content to be linked from our Site to any Site other than your Site;
(d) pursuant to the BOX License and in the manner and as contemplated in the Template, (i) you shall have the right to display on either Site or on both Sites or otherwise use in the ordinary course of your business all or any portion of the Content as you deem desirable, and (ii) we shall have the right to display on either Site or on both Sites all or any portion of the Content as is required or permitted to be so displayed as contemplated in the Template;
(e) except as expressly permitted in this Section 2, you shall not copy, or create a derivative work from, the look and feel of images contained in BOX Content or create the impression that your Site is in any way affiliated with, or endorsed by, our Site, except as contemplated in the Template or pursuant to this Agreement;
(f) subject to your rights under the BOX License, no goodwill related to the Template or the BOX Content shall inure to your benefit and we shall retain all right, title and ownership of the Template, the BOX Content or any other material, including, but not limited to, all computer software (in object code and source code form), data or information developed or used by us or our suppliers, including, but not limited to, patents, copyrights, trademarks, trade secrets, know- how, methodologies, equipment, processes or other proprietary information, used to automated "bots" provided the Services hereunder or link checkers). You any modification, derivative works and improvements thereto;
(g) subject to our rights under the Client License, no goodwill related to the Client Content shall inure to our benefit and you shall retain all right, title and ownership of the Client Content, including without limitation, any modification, derivative works and improvements thereto; and
(h) each party hereto have the right to review all uses of the Content provided by the other party hereunder for quality control purposes and proper compliance with its trademark policies and guidelines, as they may print be modified from time to time, and make copies of materials retrieved through reserves the Products only as right to take action against any such use that is not contemplated in the Template or permitted in Section 1 (d) of under this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Linking Agreement
License. a) Subject The Recipient agrees that the GIS Data will be used only for internal purposes, and there will be no cost applied to the terms of this AgreementDiscloser or Recipient for data, ProQuest Information and Learning Company ("ProQuest") hereby grants you a nondatabases, or reproduction. Recipient will ensure read-exclusive, non-transferable license to have only access to and this information via their internal networks only. Recipient agrees that no hard or soft copy of the data can be publically distributed. Any request for Disclosers’ licensed data will be directed back to the Discloser. Except as is necessary for Recipient to carry out its authorized use of the on-lineGIS Data pursuant to Paragraph A, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule Recipient shall not copy, attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only)reproduce, number of simultaneous users and the network configuration specified disseminate, transmit, license, sublicense, assign, lease, release, publish, post on the Fee Schedule; additional authorized sites Internet, transfer, sell, permit access to, distribute, allow interactive rights to, or locations must be listed on otherwise make available the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal GIS Data or internal use. You will not publishany part thereof to any other person, broadcast party or sell any materials retrieved through the Products or use the materials entity in any manner that will infringe form or media, whether presently in existence or hereinafter created. Requests mandated by State and Federal regulations such as the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems Colorado Open Records Act shall be directed back to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers)Discloser for resolution. You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest Recipient agrees that you it will not use the Products GIS Data on behalf of or for the benefit of any third party or entity or for any other purpose, and Recipient acknowledges that it has an ongoing and continual duty to notify its employees or other individuals having access to the GIS data of the restrictions contained in this Agreement and to take reasonable steps to ensure the compliance of such persons, parties or entities with said restrictions. Should Recipients authorized use as defined in this Paragraph A include the distribution of the GIS Data or any material retrieved part thereof to an agent or contractor of said Party, that Party shall enter into and enforce a written Agreement prohibiting the unauthorized disclosure or use of the GIS Data that is at least as restrictive as this Agreement. Any Consultants under contract with Recipient shall obtain GIS Data directly from Denver Water rather than through the Products exchange provided for in this Agreement. Recipient acknowledges that the direct download or copying of the original digital data records provided in this agreement or copying of the screen display by external agencies or the public is not allowed under this agreement. Recipient agrees that no hard or soft copy of the data can be publically distributed. Any request for Distributor’s licensed data will be directed back to create products or perform services which compete or interfere with the publications Distributor. Recipient shall keep a written record of the location and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special security restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printoutsGIS Data, and all downloading shall keep and electronic storage of materials retrieved through maintain the Products shall be for your own internal or personal use. Downloading of all or parts of the Products GIS Data in a systematic or regular secure manner so as to create a collection of materials comprising all prevent unauthorized use, dissemination or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelydisclosure.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Gis Data License Agreement
License. a) Subject to the terms of this Agreement▇▇▇▇, ProQuest Information and Learning Company ("ProQuest") TESCCC hereby grants you a the ISD the non-exclusive, non- transferable and non-transferable license assignable license, during the term of this ▇▇▇▇, to use, copy and distribute the Content, subject to the following restrictions:
2.1 The ISD shall use the Content solely (i) for the ISD’s educational purposes; (ii) on campuses which are part of the District; and (iii) through Authorized Users.
2.2 The ISD shall not use the Content for commercial purposes.
2.3 Unless it has obtained the express prior written consent of TESCCC, which may be granted or withheld in TESCCC’s sole discretion, the ISD shall not, directly or indirectly: (i) provide the Content to anyone who is not an Authorized User; or (ii) allow anyone who is not an Authorized User to have access to the Website.
2.4 Unless it has obtained the express prior written consent of TESCCC, which may be granted or withheld in TESCCC’s sole discretion, the ISD shall only grant Authorized Users such access to the Content and the Website as is necessary to allow the Authorized User to perform the services they have contracted to perform for the ISD.
2.5 The ISD shall not sell, lease, sublicense, disclose, assign, or transfer the Content. The ISD shall not use the on-lineContent to operate a service bureau, FTP electronic feed to act an application service provider or CDROM products provided by ProQuest for any commercial purpose.
2.6 The ISD shall not, directly or indirectly, attempt to you as listed in reverse engineer, decompile, disassemble or otherwise attempt to access or discover the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location source code for the type(s) Website.
2.7 The ISD shall not use, remove, delete, modify, obscure or alter in any way any trademark, tradename, product name or logo, or any copyright or trademark notice or other proprietary notice, legend, symbol or label contained in or attached to the Content for the Website.
2.8 The ISD shall not incorporate any portion of the Content into another software program, database or alternative content delivery system without the express written consent of TESCCC, which may be granted or withheld in TESCCC’s sole discretion.
2.9 The ISD shall use its best efforts to prevent access (whether remote or on-site only)to the Website and Content by anyone who is not an Authorized User. If the ISD becomes aware of any unauthorized use, number it shall immediately give written notice of simultaneous users the unauthorized use to TESCCC and NER and cooperate with TESCCC and NER to terminate the unauthorized use.
2.10 The ISD shall use its best efforts to ensure that Authorized Users affiliated with the ISD comply with the terms and restrictions of this ▇▇▇▇ and the network configuration specified Terms of Use on the Fee Schedule; additional authorized sites Website.
2.11 Except as expressly provided in this ▇▇▇▇, the ISD shall not, without prior express written consent of TESCCC, copy, distribute or locations must be listed publicly display any portion of the Content.
2.12 The ISD shall not adapt, modify or create derivative works based on the Additional Sites/Member Libraries ScheduleWebsite, including the Content, other than for use by the ISD in accordance with the terms of this ▇▇▇▇. The ISD shall provide TESCCC with written notice of any efforts to create adaptations, modifications and derivative works, and with all information relating to its efforts as is requested by TESCCC. All adaptations, modifications and derivative works that the ISD creates shall be the exclusive property of TESCCC.
b) You will 2.13 The ISD shall not use the Products solely for your own personal Content or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials Website in any manner that will infringe is not expressly authorized by the copyright or other proprietary right terms of ProQuest or its licensorsthis ▇▇▇▇. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems All rights to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall Content that are not materially alter your use of the Products.
f) If your subscription allows you to provide remote access specifically granted to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you ISD in this Agreement are responsible for all charges incurred reserved by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:TESCCC.
Appears in 1 contract
Sources: District User License Agreement
License. a) Subject You grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials, and to sublicense the foregoing rights to our affiliates and operators of ArgoMetrix Associated Properties; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the terms extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Trademarks (provided you are unable to do so using standard functionality made available to you via the ArgoMetrix Site or Services); provided further, however, that nothing in this AgreementAgreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., ProQuest Information and Learning Company ("ProQuest") hereby fair use under United States copyright law, referential use under trademark law, or valid license from a third party). If Your Elected Country is the United States, conditioned upon your compliance with the Trademark Usage Guidelines, ArgoMetrix grants you a non-exclusive, non-transferable transferable, non-assignable, revocable right and license during the term of this Agreement to have access to and use the on-line, FTP electronic feed or CDROM products ArgoMetrix Marks solely in connection with your use of the Services for which the ArgoMetrix Marks were provided by ProQuest to you as listed you. You must use the ArgoMetrix Marks solely in the attached Fee Schedule manner in which they were provided to you, attached invoice meaning you may not change, alter, amend, vary, or accepted purchase order (modify the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials ArgoMetrix Marks in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensorsway, at any time. You may not use any ArgoMetrix Mark except as expressly provided herein, and may not sublicense these rights or otherwise permit any party to use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers)ArgoMetrix Marks. You may print acknowledge that ArgoMetrix and make copies of materials retrieved through its affiliates are the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions sole owners of the copyright ownerArgoMetrix Marks, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access agree to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic maildo nothing inconsistent with that ownership. All reproduction and distribution goodwill arising out of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under ArgoMetrix Marks will inure to the doctrines sole benefit of "fair use" ArgoMetrix and its affiliates. ArgoMetrix may revoke your license to any or "fair dealing" as defined under the laws all of the United States, EnglandArgoMetrix Marks at any time in its sole discretion. Upon the termination this Agreement, or German Copyright Law respectively.
e) Individual content providers termination or licensors may have conditions suspension of use applicable solely the Services for which any ArgoMetrix Mark was provided to their content. Such conditions of use you, you shall be displayed on the computer screen displays associated with such content immediately cease and shall not materially alter your discontinue all further use of the ProductsArgoMetrix Mark.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: General Terms Agreement
License. a) 4.1 Subject to the terms of this AgreementAgreement and any Supplemental Terms and Conditions pertaining to the use of Webinar Materials, ProQuest Information and Learning Company ("ProQuest") Provider hereby grants you to Participant, with respect to each Webinar Event for which the Fee has been paid in full, a non-exclusive, non-transferable transferable, limited license for the duration of the Term to (i) access each such Webinar Event for which Participant has registered and paid the Fee appurtenant thereto, (ii) participate in such Webinar Event(s) as an Authorized User thereof in the same manner as other Authorized Users of the subject Webinar Event(s), and (iii) access and use the Webinar Materials in a manner that is consistent and compliant with the terms and conditions of this Agreement. The Parties acknowledge and agree that the license above shall at all times be subject to the limitations and other terms set forth in this Agreement, and in Supplemental Terms and Conditions, if any, including, without limitation the limitation that all Webinar Events and all Webinar Materials are, are intended to be, and are only licensed to be, available to Participant for the exclusive purposes of education, research, study, and/or entertainment. Without limiting the foregoing or any other terms or conditions set forth in this Agreement, Participant acknowledges and agrees that the right to electronically access and display the Webinar Event(s) and the Webinar Materials subject to this Agreement is limited to persons who have paid the Fee(s) associated therewith, and such access and display shall at all times be for those persons’ respective sole use only.
4.2 Notwithstanding the foregoing, Participant may make copies of Webinar Materials for Participant’s sole use to the extent expressly permitted by applicable copyright law and not further limited or prohibited by any additional terms or limitations published by Presenter or Provider pertaining to the use of Webinar Materials.
4.3 All rights, title, and interest in, to, and associated with, the Webinar Event, the Webinar Materials, and the Service, including without limitation, all copyrights and other intellectual property rights shall at all times belong to, and be owned or licensed to, the Provider and/or Presenter and/or their respective third party supplier(s). The Participant shall not acquire any ownership of copyright or other intellectual property rights or proprietary interest in or to the Webinar Event, the Webinar Materials or the Service.
4.4 Except as specifically provided in Sections 4.1 and 4.2, Participant is otherwise expressly prohibited from downloading, storing, reproducing, transmitting, displaying, printing, copying, distributing, or otherwise using the Webinar Materials. All access to and use of the on-lineWebinar Event and Webinar Materials is via licensed permission granted to Participant and other Authorized Users. No access to, FTP electronic feed or CDROM products use of, the Webinar Event and/or Webinar Materials may be via any automated, robotic, scripted, mechanical, or any other automated means not provided by ProQuest Provider or Presenter. Each Webinar Event and all Webinar Materials are for use by Authorized Users only. Purchaser may not distribute or re-transmit the Webinar Event or Webinar Materials to you as listed any third parties.
4.5 Participant expressly agrees that Participant shall not engage in any activity in association with Participant’s participation in the attached Fee Schedule Webinar Event, attached invoice use any Webinar Materials or accepted purchase order (use of the "Products")Service, that in any way, violates any law or regulation or that violates, infringes or misappropriates any person’s or entity’s rights, including without limitation, Provider’s or any Presenter’s rights, and that any such activity or use shall immediately terminate the license(s) granted by Provider to Participant in this Agreement.
4.6 Participant may not remove or alter any copyright notice or other notice contained in, or otherwise published in association with, the Webinar Event, Webinar Materials or the Service.
4.7 Participant agrees that in addition to the terms and conditions expressly set forth in this Agreement, Supplemental Terms and Conditions shall also apply to, and govern, Participant’s use of the Webinar Event, Webinar Materials and/or the Service. You do not acquire any ownership interest Participant agrees that Participant’s participation in a subject Webinar Event, use of Webinar Materials and/or use of the Service, after the publication, or rights email notice to Participant of, Supplemental Terms and Conditions, whereby such publication may be by posting on the Provider’s website or such notice may be made in association with Participant’s access to the Products Webinar Event(s) or Webinar Materials, shall constitute Participant’s irrevocable agreement to such Supplemental Terms and associated materials Conditions, and Participant further agrees to be subject to, and bound by, all such rights Supplemental Terms and interests remain in ProQuest Conditions, and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users that all such Supplemental Terms and the network configuration specified on the Fee Schedule; additional authorized sites or locations must Conditions shall automatically be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of incorporated by reference into this Agreement. You represent If, however, Participant does not want to agree to be bound to such Supplemental Terms and warrant Conditions, Participant may elect not to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products participate in a systematic or regular manner so as to create a collection subject Webinar Event, use of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your Webinar Materials and/or use of the materials under Service after the doctrines publication of "fair use" or "fair dealing" as defined under applicable Supplemental Terms and Conditions, and if Participant so elects, Participant agrees that the laws of the United Statescancellation, England, or German Copyright Law respectivelyrefund and survival provisions set forth in this Agreement shall apply to such election.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Webinar Service Agreement
License. USE.
(a) Subject This Appendix I shall govern use by FIRST TRUST EXCHANGE-TRADED ALPHADEX (TM) FUND (the "Trust") of electronic communications, information delivery, portfolio management and banking services, that The Bank of New York and its affiliates (herein "BNY") may provide in connection with the services as Custodian pursuant to the annexed Custody Agreement (the "Agreement"), such as The Bank of New York Inform (TM) and The Bank of New York CA$H-Register Plus(R), and any computer software, proprietary data and documentation provided by BNY to the Trust in connection therewith (collectively, the "ELECTRONIC SERVICES"). In the event of any conflict between the terms of this AgreementAppendix I and the main body of this Agreement with respect to the Trust's use of the Electronic Services, ProQuest Information the terms of this Appendix I shall control.
(b) BNY grants to the Trust a personal, nontransferable and Learning Company nonexclusive license to use the Electronic Services to which the Trust subscribes solely for the purpose of transmitting instructions and information ("ProQuestWritten Instructions") hereby grants you a non-exclusive), non-transferable license obtaining reports, analyses and statements and other information and data, making inquiries and otherwise communicating with BNY in connection with the Trust's relationship with BNY, as Custodian pursuant to have access to and the Agreement. The Trust shall use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed Electronic Services solely for its own internal and proper business purposes and not in the attached Fee Schedule operation of a service bureau. Except as set forth herein, attached invoice no license or accepted purchase order (the "Products"). You do not acquire right of any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License kind is granted to you at your principal location the Trust or any other person with respect to the Electronic Services. The Trust acknowledges that BNY and its suppliers retain and have title and exclusive proprietary rights to the Electronic Services, including any trade secrets or other ideas, concepts, know-how, methodologies, and information incorporated therein and the exclusive rights to any copyrights, trade dress, look and feel, trademarks and patents (including registrations and applications for registration of either), and other legal protections available in respect thereof (unless such information was provided by the Trust). The Trust further acknowledges that all or a part of the Electronic Services may be copyrighted or trademarked (or a registration or claim made therefor) by BNY or its suppliers. The Trust shall not take any action with respect to the Electronic Services inconsistent with the foregoing acknowledgments, nor shall the Trust attempt to decompile, reverse engineer or modify the Electronic Services. The Trust may not copy, distribute, sell, lease or provide, directly or indirectly, the Electronic Services or any portion thereof to any other person or entity without BNY's prior written consent. The Trust may not remove any statutory copyright notice or other notice included in the Electronic Services. The Trust shall reproduce any such notice on any reproduction of any portion of the Electronic Services and shall add any statutory copyright notice or other notice upon BNY's request.
(c) Portions of the Electronic Services may contain, deliver or rely on data supplied by third parties ("Third Party Data"), such as pricing data and indicative data, and services supplied by third parties ("Third Party Services") such as analytic and accounting services. Third Party Data and Third Party Services supplied hereunder are obtained from sources that BNY believes to be reliable but, except to the extent otherwise expressly provided in the Agreement with respect to the duties of BNY as Custodian, are provided without any independent investigation by BNY. BNY and its suppliers do not represent or warrant that the Third Party Data or Third Party Services are correct, complete or current. Third Party Data and Third Party Services are proprietary to their Appendix A suppliers, are provided solely for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or Trust's internal use, and may not be reused, disseminated or redistributed in any form. You will The Trust shall not publish, broadcast or sell use any materials retrieved through the Products or use the materials Third Party Data in any manner that will infringe would act as a substitute for obtaining a license for the copyright or other proprietary right data directly from the supplier. Third Party Data and Third Party Services should not be used in making any investment decision. BNY AND ITS SUPPLIERS ARE NOT RESPONSIBLE FOR ANY RESULTS OBTAINED FROM THE USE OF OR RELIANCE UPON THIRD PARTY DATA OR THIRD PARTY SERVICES. BNY's suppliers of ProQuest or its licensors. You may not use the Products to execute denial Third Party Data and Services are intended third party beneficiaries of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print this Section 1(c) and make copies of materials retrieved through the Products only as permitted in Section 1 5 below.
(d) The Trust understands and agrees that any links in the Electronic Services to Internet sites may be to sites sponsored and maintained by third parties. BNY make no guarantees, representations or warranties concerning the information contained in any third party site (including without limitation that such information is correct, current, complete or free of this Agreement. You represent and warrant to ProQuest that you will not use the Products viruses or other contamination), or any material retrieved from the Products to create products or perform services which compete sold through third party sites. All such links to third party Internet sites are provided solely as a convenience to the Trust and the Trust accesses and uses such sites at its own risk. A link in the Electronic Services to a third party site does not constitute BNY's endorsement, authorisation or interfere with the publications sponsorship of such site or any products and services of ProQuest or its licensorsavailable from such site.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Transfer Agency and Service Agreement (First Trust Exchange-Traded Alphadex Fund)
License. a) a. Subject to the terms and conditions of this Agreement, ProQuest Information and Learning Company ("ProQuest") solely as permitted in this Agreement, Subject hereby grants you School and those individuals enrolled at School during the Term and designated by School and confirmed by Subject as authorized users (“Authorized Users”) a non-exclusive, non-transferable transferable, non- sublicensable license during the Term to have access to access, display, and use the on-lineLicensed Content, FTP electronic feed or CDROM products provided by ProQuest as may be amended from time to you as listed time in accordance with the attached Fee Schedule , attached invoice or accepted purchase order provisions set forth herein (the "Products"“License”). You do School and Authorized Users may access, display, and use the Licensed Content only for their internal business purposes or personal use, and they shall not acquire display the Licensed Content publicly, record the Licensed Content, or share the Licensed Content with any ownership interest or rights third party. School’s and Authorized Users’ access to, and display and use of, the Licensed Content also shall be subject to the terms and conditions located at ▇▇▇▇▇://▇▇▇▇▇▇▇.▇▇▇/terms-of- service (“Website Terms of Service”). To the extent there is any conflict between the Website Terms of Service and this Agreement, this Agreement shall control. For the avoidance of doubt, the Licenses shall not be activated until School pays Subject in the Products and associated materials and all full for such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries ScheduleLicenses.
bi. School and Authorized Users shall not: (i) You will use or display the Products solely for your own personal Licensed Content other than as expressly permitted in this Agreement; (ii) record, reproduce, publicly display, or internal use. You will not publishpublicly perform the Licensed Content; (iii) remove or destroy any copyright notices, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright trademark notices or other proprietary right of ProQuest markings included in or its licensors. You may not use on the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to Licensed Content; (iv) modify or adapt the extent such searches unduly burden ProQuest's systems Licensed Content, merge the Licensed Content into other content, or create derivative works based on the Licensed Content; (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (dv) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or provide any material retrieved from the Products to create products or perform services which compete or interfere third party with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:Licensed Content;
Appears in 1 contract
Sources: License and Services Agreement
License. 2.1 GENERAL hereby grants PALOMAR and its AFFILIATES, subject to the rights of the United States Government:
(a) Subject an exclusive, worldwide, royalty-bearing, transferable (to the extent permitted in Paragraph 9.8) license in the LICENSE FIELD under GENERAL’s rights in the PATENT RIGHTS to make, have made, use, import, sell and offer for sale PRODUCTS and to use, perform, sell and offer for sale SERVICES;
(b) the right to sublicense PATENT RIGHTS licensed to PALOMAR under Paragraph 2.1(a) ** to make, have made, use, import, sell and offer for sale PRODUCTS and to use, perform, sell and offer for sale SERVICES; provided that each such sublicense granted hereunder shall be consistent with and comply with the terms of this Agreement that are relevant to the SUBLICENSEE and shall incorporate terms and conditions sufficient to enable PALOMAR to comply with this Agreement, ProQuest Information and Learning Company . **; and
("ProQuest"c) hereby grants you a non-exclusive, non-transferable sublicenseable (except as set forth below), worldwide, perpetual, irrevocable, royalty-free, fully paid up license in all fields under GENERAL’s rights in PHOTON RECYCLING PATENT RIGHTS to make, have access made, use, import, sell and offer for sale products and to perform services. All licenses pursuant to this Paragraph 2.1 are subject to the rights, conditions and use the on-line, FTP electronic feed or CDROM products provided limitations imposed by ProQuest U.S. law with respect to you as listed inventions made in the attached Fee Schedule performance of federally funded research. Notwithstanding anything to the contrary contained herein, attached invoice or accepted purchase order (the "Products"). You do not acquire Parties acknowledge and agree that any ownership interest or and all sublicenses to GENERAL’s rights in the Products PHOTON RECYCLING PATENT RIGHTS granted by PALOMAR and associated materials in effect as of the EFFECTIVE DATE shall remain valid and all such rights in full force and interests remain in ProQuest effect ** ** This material was omitted pursuant to a request for confidential treatment and its licensorswas separately filed with the SEC on March 20, 2008. This License is granted 5 The foregoing licenses to you at your principal location for sell PRODUCTS and perform SERVICES include without limitation the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems grant to the extent purchasers of such searches unduly burden ProQuest's systems PRODUCTS or SERVICES the right to use such purchased PRODUCTS or SERVICES in a method coming within the scope of any PATENT RIGHTS or PHOTON RECYCLING PATENT RIGHTS. PALOMAR shall provide the members of the staff of the Office of Corporate Sponsored Research & Licensing (including, but not limited to automated "bots" or link checkers). You may print “CSRL”) and make copies of materials retrieved through the Products only as permitted in Section 1 Office of the General Counsel of GENERAL with an unredacted copy of any sublicense agreement for its SUBLICENSEES within thirty (d30) days of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, thenexecution, subject to any special restrictions the execution by GENERAL, on the one hand, and PALOMAR, on the other hand, of a written non-disclosure agreement in the form attached hereto as Exhibit A, protecting on behalf of PALOMAR the confidentiality of the copyright owner, you may provide public access to terms and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution existence of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelysublicense agreement.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: License Agreement (Palomar Medical Technologies Inc)
License. (a) Subject Licensor hereby grants to Licensee an exclusive (subject to Section 1(b) herein) perpetual, royalty-free, and sub-licenseable (on terms and conditions substantially consistent herewith) right and license to use the trademarks and related registrations identified on Exhibit A (collectively, the “Trademarks”) in and throughout the United States, its territories and possessions and Puerto Rico: (i) as part of Licensee’s corporate name and tradename, (ii) upon or in connection with footwear and related goods and services including, without limitation, athletic, casual and post-operative shoes, shoe accessories and socks that are intended to meet the medical needs of individuals with specific footwear problems such as those related to diabetes (collectively, “Footwear”), and (iii) in connection with the manufacturing, sale and distribution of Footwear through any channel of sale (e.g., direct, indirect, online, etc.), whether by Licensee or its suppliers, wholesalers, distributors or retailers.
(b) Notwithstanding the foregoing, Licensor shall have a limited right to continue use of the Trademarks in connection with Footwear solely with respect to direct sales thereof to (i) customers that have made purchases from Licensor prior to the terms of this AgreementEffective Date, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order extent identified on Exhibit B (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only“Existing Customers”), number and (ii) new customers obtained from and after the Effective Date that operate retail stores with no more than six (6) locations for re-sale of simultaneous users and such Footwear to the network configuration specified on general public from such retail locations (the Fee Schedule“New Customers” and, collectively with the Existing Customers, the “Customers”); additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publishprovided, broadcast or sell any materials retrieved through the Products or use the materials in any manner however, that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may Licensor shall not use the Products Trademarks in connection with sales of Footwear to execute denial any third party (other than Existing Customers) that has or does purchase Footwear from Licensee. For the avoidance of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (includingdoubt, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only except as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest 1(b), Licensor agrees that you will it shall not otherwise use the Products or any material retrieved from the Products Trademarks (e.g., Licensor shall not sell directly to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraphindividuals, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information conduct sales through the Products by Internet or for walk-in public users while on-siteecommerce technologies, sell Footwear to or through wholesalers or distributors, etc.). You will limit such use to Notwithstanding Section 2(b)(ii), Licensor and Licensee agree and acknowledge that the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You New Customers may create printouts of materials retrieved sell Footwear through the Products via on-line printingInternet or ecommerce technologies; provided, off-line printinghowever, facsimile, or electronic mail. All reproduction that any such sales shall be ancillary to such New Customers’ retail operations and distribution not a material portion of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelyNew Customers’ revenue.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Exclusive Trademark License Agreement (George Foreman Enterprises Inc)
License. (a) Subject Symantec hereby grants You a nonexclusive, nontransferable license during the Service Period to access and use the Service, and any related client Software provided by Symantec, solely in accordance with the terms and conditions of this Agreement, ProQuest Information . You may use the Service and Learning Company Software on Your Devices in accordance with the Service documentation or the applicable transaction documentation from the authorized distributor or reseller from which You obtained the Service.
("ProQuest"b) hereby grants you a non-exclusive, non-transferable license to have The client Software and access to the Service is licensed, not sold. Symantec and use the onits third-lineparty licensors shall retain all right, FTP electronic feed or CDROM products provided by ProQuest to you as listed title and interest in the attached Fee Schedule Software and Service, attached invoice or accepted purchase order (including without limitation all intellectual property rights embodied therein. In addition, all materials included with the "Products")Software and Service, including all trademarks, service marks, and trade names are the property of Symantec and its third-party licensors. You do not acquire any ownership interest rights, express or rights implied, in the Products Software and associated materials and all such rights and interests remain Service, other than those specified in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedulethis Agreement.
b(c) To the extent permissible by applicable law, You will may not, nor may You permit any other person or entity to: − sublicense, redistribute or lease any portion of the Service; − reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the Products solely for your own personal Software or internal useService; − copy, reproduce, capture, store, retransmit, distribute, or burn to CD (or any other format) any copyrighted content that You access or receive while using the Software or Service. You will not publish, broadcast or sell assume all risk and liability for any materials retrieved through the Products or such prohibited use the materials in any manner that will infringe of copyrighted material; − delete the copyright or other proprietary right of ProQuest rights on the Software or its licensors. You may not Service; − use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to Service or Software for any commercial use, it being understood that the extent such searches unduly burden ProQuest's systems (includingSoftware and Service is for personal, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not non-commercial use only; − use the Products Software or any material retrieved from Service if You are under the Products to create products age of 18 years old; − remove, circumvent, disable, damage or perform services which compete or otherwise interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or nonsecurity-profit institution allowing public access to data and information, then, subject to any special restrictions related features of the copyright ownerSoftware or Service, you may provide public access to and retrieval features that prevent or restrict use or copying of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimileSoftware, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through features that enforce limitations on the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials Service; − to harvest or otherwise collect information about individuals, including email addresses or phone numbers, without their explicit consent or under false pretenses; − reverse engineer, decompile, disassemble or otherwise attempt to discover the doctrines of "fair use" or "fair dealing" as defined under the laws source code of the United StatesService or Software or any part thereof; or − modify, Englandadapt, translate or German Copyright Law respectivelycreate derivative works based upon the Software or Service or any part thereof.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
License. a) Subject to the terms other requirements of this Agreement▇▇▇▇ (including but not limited to the Credit requirements of Section 8, ProQuest Information as applicable), you are granted a non-exclusive and Learning Company non-transferable license to use the art pack in the following manner:
("ProQuest"a) hereby grants you may load the Art Pack into and use it on a single computer which is in your custody and control for your own for either private and domestic use;
(b) you may transfer the Art Pack from one computer to another provided it is used on only one computer at any one time and any computer on which it is used is under your custody and control at the time of use;
(c) you may make as many copies of the Art Pack in machine readable form for personal backup purposes only, provided that all copyright and any other proprietary legends or other notices on the original are reproduced in full and they are retained entirely under your control;
(d) you may use the Art Pack to create items for personal use or resale, including book covers, maps, calendars, interior artwork, adventures, modules, and consumer merchandise, provided such use is not intended to allow the re-distribution or re-use of the images themselves.
(e) you may use images from the art pack as décor or gaming props in office areas, lobbies, public areas, restaurants, or retail stores. The images may be used as design elements in video, film, or television broadcasts.
(f) you may use the images in connection with your business or entity (i.e., letterhead and/or identity documents, provided the restrictions in paragraph 3(b) are followed.
(g) you may modify or alter images from the art pack as necessary for your use, provided that if such modification or alteration constitutes a derivative work, the rights to all such derivative works shall be retained with Scrying Eye Games, and that you shall only use such derivative work in accordance with this agreement.
(h) you acknowledge that this is a non-exclusive, non-transferable license, and you may not transfer the Art Pack or its license in any fashion to have access to and use any other person or entity without the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) express written permission of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries ScheduleScrying Eye Games.
b(i) You will your rights of use under this ▇▇▇▇ are strictly conditional upon your observance of the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials terms and conditions contained in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: End User License Agreement
License. aBuyer shall be granted a limited license, effective upon the failure to timely cure a Change in Control Breach, to make, use or sell any of the ▇▇▇▇▇ Product solely in conjunction with the sale of Buyer's products and in accordance with the terms and conditions of this Agreement. The term of the license shall be coterminous with this Agreement. In connection with such license, Buyer agrees (i) Subject not to compete with Seller in the sale of the ▇▇▇▇▇ Products other than in conjunction with the sale of Buyer's products, (ii) not to copy or disclose to third parties (except as described below), and to return to Seller all data, drawings, specifications, technical information, know-how and similar information concerning the ▇▇▇▇▇ Products (the "Confidential Product Information") following the expiration of such license, (iii) not to use, in any manner, any of Seller's trademarks in connection with Buyer's manufacture, use or sale of the ▇▇▇▇▇ Products, and (iv) to pay Seller a monthly royalty equal to the sum of the products obtained by multiplying the number of each of the ▇▇▇▇▇ Products sold during the previous month by the respective price Seller last charged Buyer for such ▇▇▇▇▇ Product by the respective royalty rate listed on EXHIBIT A hereto. The Confidential Product Information shall be placed in escrow following the execution and delivery of this Agreement, pursuant to the Escrow Agreement attached hereto a EXHIBIT H. Following the effective date of the license, Buyer shall be allowed to disclose the Confidential Product Information to third parties solely for the purpose of manufacturing the ▇▇▇▇▇ Products provided that such third parties sign and deliver to Seller a mutually agreeable limited license and confidentiality agreement which shall, without limitation, prohibit such third parties from disclosing the Confidential Product Information and from using such information for any purpose other than producing the ▇▇▇▇▇ Products for Buyer. The Buyer's license and any license of a third party supplier shall automatically terminate upon Buyer's breach or such supplier's breach of the respective agreements, which breach is not cured within thirty (30) days following written notice from Seller or their successor, and Seller shall be entitled to specific performance or injunctive relief enforcing such agreements. The terms of such license shall be in accordance with the Amended and Restated License Agreement which is attached hereto as EXHIBIT I. Notwithstanding the foregoing, Buyer's license to manufacture, use and sell ▇▇▇▇▇ ▇▇▇▇ Machines (liquid) under the Amended and Restated License Agreement shall be limited in scope pursuant to the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) 4 of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
License. a) Subject to As long as you are in compliance with the terms conditions of this AgreementAgreement and all incorporated documents, ProQuest Information and Learning Company ("ProQuest") we hereby grants grant you during the Term a non-exclusivelimited, revocable, non-transferable assignable, non-transferrable, non-sublicensable, non-exclusive license to have access and receive the Services and the materials thereon that are intended to be displayed publicly. No rights not explicitly listed are granted. The following additional terms are incorporated into this Agreement as if fully set forth herein: - Privacy Policy We do not represent or warrant that access to the Services will be error-free or uninterrupted, and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You we do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted guarantee that users will be able to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in Services, or their features, at all times. We reserve the right at any manner that will infringe time and from time to time to modify or discontinue, temporarily or permanently, the copyright Services, or any part thereof, with or without notice. The Services may be used to perform data analysis and other proprietary right analytics; however, we cannot guarantee the results of ProQuest any such analysis. The Services may contain typographical errors or its licensors. You inaccuracies, and may not use be complete or current. We reserve the Products right to execute denial correct any such errors, inaccuracies or omissions and to change or update information at any time without prior notice. Although we have the right to review, edit, remove or modify information from or on the Services, we may not screen this material or control the sources of service attacks nor may you perform automated searches against ProQuest's systems to this information, and we do not guarantee the extent accuracy, suitability, completeness, currency, quality, adequacy or applicability of any such searches unduly burden ProQuest's systems (includinginformation. The materials appearing on the Services, including but not limited to automated "bots" summaries, descriptions, publications and any other such materials, are not intended to and DO NOT constitute legal, medical, financial, investment, business or link checkers)professional advice of any kind. Those accessing the materials appearing on the Services should not act upon them without first seeking relevant professional counsel, as these materials are general in nature, and may not apply to particular circumstances. The materials should not be used as a substitute for consultation with a professional adviser. You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest agree that we are not responsible for any decisions that you will not use the Products or any material retrieved from the Products may make. Circular 230 Disclosure: Pursuant to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraphU.S. Treasury Department Regulations, if we are required to advise you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectlythat, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printingotherwise expressly indicated, off-line printingany federal tax advice contained in this Website, facsimileApp or Services, including attachments and enclosures, is not intended or electronic mail. All reproduction and distribution of such printoutswritten to be used, and all downloading and electronic storage may not be used, for the purpose of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials (i) avoiding tax-related penalties under the doctrines of "fair use" Internal Revenue Code or "fair dealing" as defined under the laws of the United States(ii) promoting, England, marketing or German Copyright Law respectivelyrecommending to another party any tax-related matters addressed herein.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Terms of Service
License. a) Subject to the terms of and conditions in this Agreement, ProQuest Information Purchaser grants to Seller and Learning Company ("ProQuest") hereby grants you to Seller’s Affiliates, solely under the Relevant Copyrights and Trade Secrets, a non-exclusive, worldwide, fully-paid, royalty-free, non-transferable license (except as provided for in this Agreement), limited license, without right of sublicense (except as expressly set forth in this Section 2.1), to:
(a) use and reproduce the Relevant Copyrights and Trade Secrets in connection with the exercise of the licenses granted in this Section 2.1;
(b) further develop and modify the Relevant Products for purposes of creating Seller modifications to the Relevant Products to the extent that such modifications constitute Non-material Modifications (collectively, the “Seller Non-material Modifications”);
(c) reproduce the Relevant Products and Modifications thereto;
(d) distribute or have access distributed (through multiple tiers of distribution) the end user documentation for the Relevant Products and the Modifications to Customers;
(e) distribute or have distributed (through multiple tiers of distribution) the object/executable/binary code of the Relevant Products and Modifications to Customers; and
(f) grant sublicenses to reproduce and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in object/executable/binary code of the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Relevant Products and associated materials Modifications, and all the source code output of the Relevant Products and Modifications, to Customers of the Relevant Products and Modifications, provided that each such rights Customer to whom Seller or one of its Affiliates grants such a sublicense shall be bound by a written agreement that includes the restrictions and interests remain limitations set forth in ProQuest this Agreement applicable to Seller and its licensorsAffiliates hereunder, and shall include restrictions prohibiting Customers from reverse engineering or decompiling any Relevant Product or any Modifications, or any portion thereof. This License is Seller’s and its Affiliates distribution and licensing of the Relevant Products and Modifications after the Effective Date shall be consistent with Seller’s and its Affiliates past practices with respect to the distribution and licensing of the Relevant Products immediately prior to August 1, 2013, and on substantially the same terms and conditions used by Seller and its Affiliates prior to August 1, 2013. Seller and its Affiliates shall not grant perpetual licenses to Customers to use the Relevant Products and shall not enter into agreements with any Customer after the Effective Date pursuant to which a Customer has the unilateral right to renew the agreement that includes the sublicense granted to you at your principal location for the type(sCustomer. In addition, with respect to sublicenses granted by Seller and its Affiliates after the Effective Date, each such sublicense shall have a term or duration that is six (6) of access (whether remote years or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print formless. Notwithstanding the above restrictionsforegoing, this paragraph shall not restrict your Seller and its Affiliates may grant perpetual licenses to Customers to use the interconnect designs created from the Customer’s use of the materials under Relevant Products, including any hardware elements and intellectual property embedded in such designs. No Customer shall have the doctrines of "fair use" right to distribute the Relevant [****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or "fair dealing" as defined under confidential. Product. Each Customer may use third party contractors to use the laws Relevant Products on the Customer’s behalf within the scope of the United StatesCustomer’s license rights solely for the benefit of the Customer. With respect to Service Providers, England, or German Copyright Law respectively.
e) Individual content providers or licensors Service Providers may have conditions of use applicable solely distribute their interconnect designs to their contentcustomers, and grant to their customers that design and/or manufacture integrated circuits (including FPGAs) a sublicense to reproduce and use internally those interconnect designs in connection with the integrated circuits manufactured and sold by such customers. Such conditions of use shall be displayed on the computer screen displays associated with such content and Purchaser shall not materially alter your use of the Productshave any obligations or liabilities to any Customers.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: License Agreement (Arteris, Inc.)
License. USE.
(a) Subject This Appendix I shall govern use by FIRST TRUST EXCHANGE-TRADED FUND II (the "Trust") of electronic communications, information delivery, portfolio management and banking services, that The Bank of New York and its affiliates (herein "BNY") may provide in connection with the services as Custodian pursuant to the annexed Custody Agreement (the "Agreement"), such as The Bank of New York Inform (TM) and The Bank of New York CA$H-Register Plus(R), and any computer software, proprietary data and documentation provided by BNY to the Trust in connection therewith (collectively, the "Electronic Services"). In the event of any conflict between the terms of this AgreementAppendix I and the main body of this Agreement with respect to the Trust's use of the Electronic Services, ProQuest Information the terms of this Appendix I shall control.
(b) BNY grants to the Trust a personal, nontransferable and Learning Company nonexclusive license to use the Electronic Services to which the Trust subscribes solely for the purpose of transmitting instructions and information ("ProQuestWritten Instructions") hereby grants you a non-exclusive), non-transferable license obtaining reports, analyses and statements and other information and data, making inquiries and otherwise communicating with BNY in connection with the Trust's relationship with BNY, as Custodian pursuant to have access to and the Agreement. The Trust shall use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed Electronic Services solely for its own internal and proper business purposes and not in the attached Fee Schedule operation of a service bureau. Except as set forth herein, attached invoice no license or accepted purchase order (the "Products"). You do not acquire right of any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License kind is granted to you at your principal location the Trust or any other person with respect to the Electronic Services. The Trust acknowledges that BNY and its suppliers retain and have title and exclusive proprietary rights to the Electronic Services, including any trade secrets or other ideas, concepts, know-how, methodologies, and information incorporated therein and the exclusive rights to any copyrights, trade dress, look and feel, trademarks and patents (including registrations and applications for registration of either), and other legal protections available in respect thereof (unless such information was provided by the Trust). The Trust further acknowledges that all or a part of the Electronic Services may be copyrighted or trademarked (or a registration or claim made therefor) by BNY or its suppliers. The Trust shall not take any action with respect to the Electronic Services inconsistent with the foregoing acknowledgments, nor shall the Trust attempt to decompile, reverse engineer or modify the Electronic Services. The Trust may not copy, distribute, sell, lease or provide, directly or indirectly, the Electronic Services or any portion thereof to any other person or entity without BNY's prior written consent. The Trust may not remove any statutory copyright notice or other notice included in the Electronic Services. The Trust shall reproduce any such notice on any reproduction of any portion of the Electronic Services and shall add any statutory copyright notice or other notice upon BNY's request.
(c) Portions of the Electronic Services may contain, deliver or rely on data supplied by third parties ("Third Party Data"), such as pricing data and indicative data, and services supplied by third parties ("Third Party Services") such as analytic and accounting services. Third Party Data and Third Party Services supplied hereunder are obtained from sources that BNY believes to be reliable but, except to the extent otherwise expressly provided in the Agreement with respect to the duties of BNY as Custodian, are provided without any independent investigation by BNY. BNY and its suppliers do not represent or warrant that the Third Party Data or Third Party Services are correct, complete Appendix I or current. Third Party Data and Third Party Services are proprietary to their suppliers, are provided solely for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or Trust's internal use, and may not be reused, disseminated or redistributed in any form. You will The Trust shall not publish, broadcast or sell use any materials retrieved through the Products or use the materials Third Party Data in any manner that will infringe would act as a substitute for obtaining a license for the copyright or other proprietary right data directly from the supplier. Third Party Data and Third Party Services should not be used in making any investment decision. BNY AND ITS SUPPLIERS ARE NOT RESPONSIBLE FOR ANY RESULTS OBTAINED FROM THE USE OF OR RELIANCE UPON THIRD PARTY DATA OR THIRD PARTY SERVICES. BNY's suppliers of ProQuest or its licensors. You may not use the Products to execute denial Third Party Data and Services are intended third party beneficiaries of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print this Section 1(c) and make copies of materials retrieved through the Products only as permitted in Section 1 5 below.
(d) The Trust understands and agrees that any links in the Electronic Services to Internet sites may be to sites sponsored and maintained by third parties. BNY make no guarantees, representations or warranties concerning the information contained in any third party site (including without limitation that such information is correct, current, complete or free of this Agreement. You represent and warrant to ProQuest that you will not use the Products viruses or other contamination), or any material retrieved from the Products to create products or perform services which compete sold through third party sites. All such links to third party Internet sites are provided solely as a convenience to the Trust and the Trust accesses and uses such sites at its own risk. A link in the Electronic Services to a third party site does not constitute BNY's endorsement, authorisation or interfere with the publications sponsorship of such site or any products and services of ProQuest or its licensorsavailable from such site.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Custody Agreement (First Trust Exchange-Traded Fund Ii)
License. a) 1.1. Grant of a Limited License to Use the Service Subject to the terms your agreement and continuing compliance with these Terms of this AgreementService and any other relevant Mambagames policies, ProQuest Information and Learning Company ("ProQuest") hereby Mambagames grants you a non-exclusive, non- transferable, non-transferable sublicensable, revocable and limited license to have access to and use the onService for your own non-linecommercial entertainment purposes. You agree not to use the Service for any other purpose. The following restrictions apply to the use of the Service: ▪ You shall not create an Account or access the Service if you are under the age of 13; You shall restrict use by minors, FTP electronic feed and you will deny access to children under the age of 13. You accept full responsibility for any unauthorized use of the Service by minors. You are responsible for any use of your credit card or CDROM products provided other payment instrument (e.g. paypal) by ProQuest minors. ▪ You shall not (or attempt to) purchase, sell, rent or give away your Account, create an Account using a false identity or information, or on behalf of someone other than yourself; You shall not use the Service if you have previously been removed by ▇▇▇▇▇▇▇▇▇▇, or previously been banned from playing any Mambagames game. ▪ You shall use your Account only for non-commercial purposes; You shall not use the Service to advertise, or solicit, or transmit any commercial advertisements, including chain letters, junk or spam e-mail or repetitive or misleading messages to anyone. Login information and Your Account You may be required to select a password for your Account or you as listed in may also use other credentials to access the attached Fee Schedule , attached invoice or accepted purchase order Account (the "ProductsLogin Information"). You shall not share the Account or the Login Information, nor let anyone else access your Account or do anything else that might jeopardize the security of your Account. In the event you become aware of or reasonably suspect any breach of security, including without limitation any loss, theft, or unauthorized disclosure of the Login Information, you must immediately notify Mambagames and modify your Login Information. You are solely responsible for maintaining the confidentiality of the Login Information, and you will be responsible for all uses of the Login Information, including purchases, whether or not acquire authorized by you. You are responsible for anything that happens through your Account. Mambagames reserves the right to remove or reclaim any ownership interest or rights usernames at any time and for any reason, including but not limited to claims by a third party that a username violates the third party's rights. The Service supports only one Account per game on a supported device. License Limitations Any use of the Service in violation of these License Limitations is strictly prohibited, can result in the Products immediate revocation of your limited license and associated materials and all such rights and interests remain may subject you to liability for violations of law. You agree that you will not, under any circumstances: ▪ Engage in ProQuest and its licensorsany act that ▇▇▇▇▇▇▇▇▇▇ deems to be in conflict with the spirit or intent of the Service or make improper use of Mambagames's support services. ▪ Use or take part (directly or indirectly) in the use of cheats, exploits, automation software, bots, hacks, mods or any unauthorized third-party software designed to modify or interfere with the Service, any Mambagames game or any Mambagames game experience. ▪ Modify or cause to be modified any files that are a part of the Service or any Mambagames game without ▇▇▇▇▇▇▇▇▇▇'s express written consent. ▪ Disrupt, interfere with or otherwise adversely affect the normal flow of the Service or otherwise act in a manner that may negatively affect other users' experience when using the Service or playing Mambagames's games. This License is granted includes win trading and any other kind of manipulation of rankings, taking advantage of errors in the Service to you at your principal location for gain an unfair edge over other players and any other act that intentionally abuses or goes against the type(sdesign of the Service. ▪ Disrupt, overburden, or aid or assist in the disruption or overburdening of any computer or server ("Server") of access (whether remote used to offer or on-site only)support the Service or any Mambagames game environment. ▪ Institute, number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites assist, or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials become involved in any manner that will infringe the copyright or other proprietary right type of ProQuest or its licensors. You may not use the Products to execute attack, including without limitation distribution of a virus, denial of service attacks nor may you perform automated searches against ProQuestupon the Service, or other attempts to disrupt the Service or any other person's systems use or enjoyment of the Service. ▪ Attempt to gain unauthorized access to the extent such searches unduly burden ProQuest's systems (includingService, Accounts registered to others or to the computers, Servers, or networks connected to the Service by any means other than the user interface provided by Mambagames, including but not limited to, by circumventing or modifying, attempting to automated "bots" circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device, or software that is part of the Service. ▪ Post any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable or offensive or engage in ongoing toxic behavior, such as by repeatedly posting information on an unsolicited basis. ▪ Post any information that contains nudity, excessive violence, or offensive subject matter or that contains a link checkers)to such content. You may print and make copies ▪ Attempt to, or harass, abuse, or harm, or advocate or incite harassment, abuse, or harm of materials retrieved another person, group, including Mambagames employees, including Mambagames's customer service representatives. ▪ Make available through the Products only as permitted in Section 1 (d) Service any material or information that infringes any copyright, trademark, patent, trade secret, right of this Agreementprivacy, right of publicity, or other right of any person or entity or impersonates any other person, including without limitation a Mambagames employee. You represent and warrant ▪ Reverse engineer, decompile, disassemble, decipher or otherwise attempt to ProQuest that you will not use derive the Products source code for any underlying software or other intellectual property used to provide the Service or any material retrieved Mambagames game, or to obtain any information from the Products Service or any Mambagames game using any method not expressly permitted by Mambagames. ▪ Solicit or attempt to create products solicit Login Information or perform services which compete any other login credentials or interfere with personal information from other users of the publications and services of ProQuest Service or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency any Mambagames game. ▪ Collect or non-profit institution allowing public access to data and post anyone's private information, thenincluding personally identifiable information (whether in text, subject to any special restrictions of the copyright ownerimage or video form), you may provide public access to and retrieval of data and identification documents, or financial information through the Products by Service. Mambagames reserves the right to determine what conduct it considers to be in violation of the rules of use or for walk-otherwise outside the intent or spirit of these Terms of Service or the Service itself. Mambagames reserves the right to take action as a result, which may include terminating your Account and prohibiting you from using the Service in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products whole or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuestin part.
d) You may create printouts 1.2. Suspension and Termination of materials retrieved through Account and Service WITHOUT LIMITING ANY OTHER REMEDIES, MAMBAGAMES MAY LIMIT, SUSPEND, TERMINATE, MODIFY, OR DELETE ACCOUNTS OR ACCESS TO THE SERVICE OR PORTIONS THEREOF IF YOU ARE, OR MAMBAGAMES SUSPECTS THAT YOU ARE, FAILING TO COMPLY WITH ANY OF THESE TERMS OF SERVICE OR FOR ANY ACTUAL OR SUSPECTED ILLEGAL OR IMPROPER USE OF THE SERVICE, WITH OR WITHOUT NOTICE TO YOU. YOU CAN LOSE YOUR USER NAME AND PERSONA IN THE SERVICE AS A RESULT OF ACCOUNT TERMINATION OR LIMITATION, AS WELL AS ANY BENEFITS, PRIVILEGES, EARNED ITEMS AND PURCHASED ITEMS ASSOCIATED WITH YOUR USE OF THE SERVICE, AND MAMBAGAMES IS UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY SUCH LOSSES OR RESULTS. WITHOUT LIMITING OUR OTHER REMEDIES, WE MAY LIMIT, SUSPEND OR TERMINATE THE SERVICE AND USER ACCOUNTS OR PORTIONS THEREOF, PROHIBIT ACCESS TO OUR GAMES AND SITES, AND THEIR CONTENT, SERVICES AND TOOLS, DELAY OR REMOVE HOSTED CONTENT, AND TAKE TECHNICAL AND LEGAL STEPS TO PREVENT USERS FROM ACCESSING THE SERVICE IF WE BELIEVE THAT THEY ARE CREATING RISK OR POSSIBLE LEGAL LIABILITIES, INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ACTING INCONSISTENTLY WITH THE LETTER OR SPIRIT OF OUR TERMS OR POLICIES. ADDITIONALLY, WE MAY, IN APPROPRIATE CIRCUMSTANCES AND AT OUR SOLE DISCRETION, SUSPEND OR TERMINATE ACCOUNTS OF USERS WHO MAY BE REPEAT INFRINGERS OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. MAMBAGAMES RESERVES THE RIGHT TO TERMINATE ANY ACCOUNT THAT HAS BEEN INACTIVE FOR 180 DAYS. Mambagames reserves the Products via on-line printing, off-line printing, facsimile, right to stop offering and/or supporting the Service or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all particular game or part of the Products is strictly prohibited whether Service at any time, at which point your license to use the Service or not a part thereof will be automatically terminated. In such collection is in electronic or print form. Notwithstanding the above restrictionsevent, this paragraph Mambagames shall not restrict your use of the materials under the doctrines of "fair use" be required to provide refunds, benefits or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely other compensation to their content. Such conditions of use shall be displayed on the computer screen displays associated users in connection with such content and shall not materially alter discontinued Service . Termination of your use of the Products.
f) If Account can include disabling your subscription allows you to provide remote access to the Products, Service or any part thereof including any content you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification submitted or other secure method of user verificationothers submitted. You will immediately notify ProQuest if may terminate your Account at any time and for any reason by following the process described on our support page located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/ informing Mambagames that you believe one or more of wish to terminate your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:Account.
Appears in 1 contract
Sources: Terms of Service
License. a) a. Subject to the terms and conditions of this Agreement, ProQuest Information and Learning Company ("ProQuest") Licensor hereby grants you to Subscriber a non-limited, non- exclusive, non-transferable transferable, non-sublicensable right and license to have access to and use the on-line, FTP electronic feed or CDROM “Licensed IP,” which shall consist of: (i) the products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
cthat are licensed to Subscriber pursuant to an Order Form, and (ii) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through provided by Licensor to Subscriber pursuant to an Order Form (“Data”), in each case solely for the Products internal business use by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (as defined below) through during the use of user identification numbers and passwordsterm set forth in the applicable Order Form. “Authorized Users” shall be (i) the individual, IP address verification group, department, or other secure method applicable business unit of user verificationSubscriber set forth in the applicable Order Form, and (ii) subject to the limitations in this Section, the independent contractors who are listed on an Order Form and (iii) if an Order Form states the license provided thereunder is for Subscriber’s “enterprise” use (or similar description), the Authorized Users shall be all employees of the Subscriber. You will immediately notify ProQuest if you believe one “Employee” as used herein shall mean each of (i) the Subscriber’s employees and (ii) subject to the limitations set forth in this Section, the independent contractors who are listed on an Order Form. Subscriber shall not: (a) provide any Licensed IP to any person or more entity other than the Authorized Users of your secure access method(sSubscriber; (b) publish, resell, redistribute, transfer or otherwise provide any Licensed IP to any third party or otherwise use any Licensed IP in a manner not authorized hereunder; or (c) reverse engineer or otherwise use any Licensed IP in any way to develop, test, enhance or generate, on behalf of itself or a third party, services that are similar to the Licensed IP licensed hereunder (or any portion thereof), or that provide information that is being misused. If you authorize fee-per-article access similar to materials outside your subscription bundlethe Licensed IP (or any portion thereof), you are responsible or that could be a substitute for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:Licensed IP; except (i) as may be expressly authorized in the applicable Order Form,
Appears in 1 contract
Sources: Subscription License Agreement
License. aContent Provider hereby grants to MDC Productions LLC (the “Company”) Subject a worldwide, assignable, sublicensable (through multiple tiers), royalty-free, perpetual, irrevocable license (i) to make, display, perform, use, reproduce, distribute, offer, sell, import, transmit, create Derivatives of, provide user access to, and otherwise commercialize and fully exploit, in any and every manner and medium now or hereafter known, the Content, any Content IP and any Derivatives created pursuant to this license, and (ii) to use and disseminate Content Provider’s names, marks and other designations, as well as Content Provider’s likeness and biographical information, for promotional and other purposes in connection with any of the foregoing. To the extent Company creates any Derivatives of the Content, Company will retain ownership of all right, title and interest in and to such Derivatives it creates, including without limitation all intellectual property rights related thereto. Content Provider will confirm its consent to the terms of this Agreementforegoing, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusiveratify any action pursuant to the foregoing, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided at any time requested by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products")Company. You do not acquire any ownership interest or rights in the Products hereby consent to all uses and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems revisions to the extent such searches unduly burden ProQuest's systems Content, Content IP and any Derivatives and hereby waive any moral rights or “droit moral” (including, but not limited to automated "bots" any rights of attribution or link checkersintegrity). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant also hereby waive any right to ProQuest that you will not use the Products royalties or any material retrieved other compensation arising from the Products or related to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwordsanything contemplated herein. “Content” includes any text, IP address verification images, audio, video or other secure method multimedia content that Content Provider submits to the Company. “Derivatives” of user verificationany subject matter include, without limitation, all derivatives, enhancements, extensions, improvements, modifications, new products and the like, that to any extent incorporate or are based on or related to any portion of that subject matter. You will immediately notify ProQuest if you believe one “Content IP” includes, without limitation, all patent rights, copyrights, trademark rights, trade secret rights, moral rights, and any other intellectual property rights or more of your secure access method(s) is being misusedsimilar rights anywhere in the world covering or embodied in or relating to any Content or any modification, use, production or dissemination or other activity or exploitation relating to any Content. If you authorize fee-per-article access This Agreement does not represent an obligation or commitment by Company to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing use the on-line products through your designated secure access method(s). The term "Authorized User" means:Content or Content IP.
Appears in 1 contract
Sources: Content License
License. a) Subject For the duration of the Agreement and upon the terms and subject to the terms conditions contained herein, the parties hereto agree as follows:
a. we agree to provide the Template, the Standard Catalog and the Link and grant to you a non exclusive, world-wide, royalty-free license (the “BOX License”) to use the Template, the Standard Catalog and the Link and to access and display the Linked Catalog in the manner and to the extent contemplated by this Agreement. The BOX License shall be contemporaneous with this Agreement and shall terminate upon the termination of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby grants ;
b. you agree to grant to us a non-exclusive, nonworld-transferable wide, royalty-free license (the “Client License”) to have access to use your customization of the Template as part of the Linked Catalog and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed used in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products manner and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems contemplated by this Agreement. The Client License shall be contemporaneous with this Agreement and shall terminate upon the termination of this Agreement;
c. you agree that you will employ reasonable measures not to allow the Linked Catalog to be linked from your Website to any Website other than our Site;
d. pursuant to the BOX License and in the manner and as contemplated in this Agreement, (i) you shall have the right to access all or any portion of the Linked Catalog for use in the ordinary course of your business as you deem desirable, and (ii) we shall have the right to use all or any portion of the Linked Catalog as is required or permitted to be so displayed as contemplated in this Agreement;
e. except as expressly permitted in this Section 2, you shall not copy, or create a derivative work from, the look and/or feel of images contained in the Linked Catalog;
f. subject to your rights under the BOX License, no goodwill related to the Standard Catalog or the Linked Catalog shall inure to your benefit and we shall retain all right, title and ownership of the Template and the Standard Catalog or any other material, including, but not limited to, all computer software (in object code and source code form), data or information developed or used by us or our suppliers, including, but not limited to, patents, copyrights, trademarks, trade secrets, know-how, methodologies, equipment, processes or other proprietary information, used to automated "bots" provide the Services hereunder or link checkers). You any modification, derivative works and improvements thereto;
g. subject to our rights under the BOX License, no goodwill related to the customization of the Templates shall inure to our benefit and you shall retain all right, title and ownership of the customization of the Template; and
h. each party hereto shall have the right to review all uses of the Linked Catalog provided by the other party hereunder for quality control purposes and for proper compliance with its trade mark policies and guidelines, as they may print be modified from time to time, and make copies of materials retrieved through reserves the Products only as right to take action against any such use that is not contemplated in this Agreement or permitted in Section 1 (d) of under this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Catalog Linking Agreement
License. a) Subject to the terms of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby This LICENSE AGREEMENT grants you You a non-exclusive, non-transferable transferable, non-sub- licensable, fee-bearing, limited license to have access to and use the onSOFTWARE which is the property of Parablu, under the terms and conditions stated herein. You agree that this SOFTWARE is licensed, not sold to You. You agree that all upgrades, enhancements, adaptations, modifications, translations, maintenance releases, patches, bug-linefixes or other modifications to the SOFTWARE provided to You shall be governed by the terms and conditions, FTP electronic feed including the Limited Warranty (defined hereinafter), exclusive remedies and limitations of liability provisions, contained in this LICENSE AGREEMENT, or CDROM products the then current version. The Company reserves the sole right to modify the terms and conditions of this LICENSE AGREEMENT and its policies relating to the SOFTWARE at any time, effective upon posting of an updated version of this LICENSE AGREEMENT on PARABLU’s website or upon other notification. Continued use of the SOFTWARE after any such changes shall constitute Your consent to all such changes. Except as otherwise provided by ProQuest to you herein, the license granted herein shall be for the period of time as listed specified in the attached Fee Schedule , attached invoice (“Term”) issued to You. This LICENSE AGREEMENT shall be in effect for the Term or accepted purchase order (the "Products")until terminated except as expressly otherwise provided herein. You do not acquire may terminate this LICENSE AGREEMENT at any ownership interest or rights in time by destroying all copies of the Products and associated materials and all such rights and interests remain in ProQuest and its licensorsSOFTWARE. This License is granted LICENSE AGREEMENT will terminate immediately without notice from Parablu if You fail to you comply with any provisions of this LICENSE AGREEMENT. The SOFTWARE may automatically deactivate and become non- operational at your principal location for the type(s) end of access (whether remote the Term, or onupon non-site only)payment of the subscription fee per the terms of the invoice, number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast be entitled to receive any feature or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems content updates to the extent such searches unduly burden ProQuest's systems (includingSOFTWARE unless the license subscription is renewed. Upon termination, but not limited to automated "bots" or link checkers). You may print and make must destroy all copies of materials retrieved through the Products only as permitted SOFTWARE in Section 1 (d) Your possession or control with immediate effect. Upon expiration or termination of this Agreement. You represent and warrant LICENSE AGREEMENT, PARABLU will have no obligation to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to any of Your backed up data via the Products to Software Function or through any other libraries or third parties either directly or indirectlymeans. In the event of a fully hosted subscription, where compute infrastructure and/or computer storage required for the Software Function is being provided by Parablu, upon expiration of termination of this LICENSE AGREEMENT Parablu shall, unless specifically authorized by ProQuestlegally prohibited, delete all Your data in its possession or control.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: End User License Agreement
License. a) Subject to the terms of this Agreement▇▇▇▇, ProQuest Information and Learning Company ("ProQuest") TESCCC hereby grants you a the ISD the non-exclusive, non-transferable license and non-assignable license, during the term of this ▇▇▇▇, to use, copy and distribute the Content, subject to each of the following restrictions:
2.1 The ISD shall use the Content solely: (i) for the ISD’s educational purposes; (ii) on campuses that are CSCOPE participants; and (iii) through Authorized Users.
2.2 The ISD shall not use the Content for commercial purposes.
2.3 Unless it has obtained the express prior written consent of TESCCC, which may be granted or withheld in TESCCC’s sole discretion, the ISD shall not, directly or indirectly: (i) allow anyone who is not an Authorized User to have possession of the Content; or (ii) allow anyone who is not an Authorized User to have username and password access to the Website. The ISD may, if permitted by TESCCC policies and by ISD policies acceptable to TESCCC, allow parents, students and community members to view the Content and the Website as long as they do not view the Content and the Website outside of the presence of an Authorized User.
2.4 Unless it has obtained the express prior written consent of TESCCC, which may be granted or withheld in TESCCC’s sole discretion, the ISD shall only grant Authorized Users such access to the Content and the Website as is necessary to allow the Authorized User to obtain the Services contracted for under this ▇▇▇▇.
2.5 The ISD shall not sell, lease, sublicense, disclose, assign or transfer the Content. The ISD shall not use the on-lineContent to operate a service bureau, FTP electronic feed to act as an application service provider or CDROM products provided by ProQuest for any commercial purpose.
2.6 The ISD shall not, directly or indirectly, attempt to you as listed in reverse engineer, decompile, disassemble or otherwise attempt to access or discover the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location source code for the type(s) Website.
2.7 The ISD shall not use, remove, delete, modify, obscure or alter in any way any trademark, tradename, product name or logo, or any copyright or trademark notice or other proprietary notice, legend, symbol or label contained in or attached to the Content for the Website.
2.8 The ISD shall not incorporate any portion of the Content into another software program, database or alternative content delivery system without the express written consent of TESCCC, which may be granted or withheld in TESCCC’s sole discretion.
2.9 The ISD shall use its best efforts to prevent access (whether remote or on-site only)to the Website and Content by anyone who is not an Authorized User. If the ISD becomes aware of any unauthorized use, number it shall immediately give written notice of simultaneous users the unauthorized use to TESCCC and it shall cooperate with TESCCC and 3rdL to terminate the unauthorized use.
2.10 The ISD shall use its best efforts to ensure that Authorized Users affiliated with the ISD comply with the terms and restrictions of this ▇▇▇▇ and the network configuration specified Terms of Use on the Fee Schedule; additional authorized sites Website.
2.11 Except as expressly provided in this ▇▇▇▇, without prior express written consent of TESCCC, which may be granted or locations must be listed withheld in TESCCC’s sole discretion, the ISD shall not, copy, distribute or publicly display any portion of the Content.
2.12 The ISD shall not adapt, modify or create derivative works based on the Additional Sites/Member Libraries ScheduleWebsite, including the Content, other than for use by the ISD in accordance with the terms of this ▇▇▇▇. The ISD shall provide TESCCC with prompt written notice of any efforts to create adaptations, modifications and derivative works, and with all information relating to its efforts as is requested by TESCCC. All adaptations, modifications and derivative works that the ISD creates shall be the exclusive property of TESCCC.
b) You will 2.13 The ISD shall not use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials CSCOPE in any manner that will infringe is not expressly authorized by the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) terms of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail▇▇▇▇. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as rights to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access CSCOPE that are not specifically granted to materials outside your subscription bundle, you the ISD in this ▇▇▇▇ are responsible for all charges incurred reserved by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:TESCCC.
Appears in 1 contract
Sources: District User License Agreement
License. aA. EBSCO hereby grants to the LICENSEE and SITES, a nontransferable and non- exclusive right to use the Database(s) Subject according to the terms and conditions set forth in this AGREEMENT. The ORIGINAL COPYRIGHT OWNER retains the ownership of this Agreement, ProQuest Information and Learning Company ("ProQuest"the Database(s) hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights portions thereof; EBSCO does NOT transfer any ownership, and interests remain the LICENSEE and SITES may not reproduce, transfer or transmit, in ProQuest any form , or by any means, the Database(s) or any portian thereofwithout the prior written consent of EBSCO, except as specifically authorized in this AGREEMENT.
B. The LICENSEE and its licensors. This License is granted SITES are authorized to you at your principal location for the type(s) of access (whether remote or provide on-site only), number of simultaneous users access to the Database(s) to their walk-in patrons. The LICENSEE and SJTES are authorized to provide remate access to the network configuration specified on the Fee Schedule; additional authorized sites Database(s) only to their patrons as long as security procedures are undertaken that will preven! remole access by institutions or locations must be listed on the Additional Sites/Member Libraries Scheduleindividuals that are not parties to this AGREEMENT who are not expressly and specifically granted access by EBSCO.
b) You will use C. Through this AGREEMENT, the Products LICENSEE, SITES and/or the patrons of the LICENSEE and/or SI TES m ay download or print limited copies of citations, abstracts, full text or portions thereof provided the information is used solely for your own personal or internal personal, non- commercial use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you LICENSEE will not use the Products Database as a componen! of or the basis of any other publication prepared for sale and will neither duplicate nor alter the Database or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access content therein in any manner nor use same for sale or distribution. The LICENSEE and SITES shall take all reasonable precautions to and retrieval limit the usage of data and information through the Products by or for walk-in public users while on-site. You will limit such use Database(s) to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless !hose specifically authorized by ProQuestthis AGREEMENT.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, D. Authorized sites m ay be added or electronic mail. All reproduction deleted from this AGREEMENT as mutually agreed u pon by EBSCO and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelyLICENSEE.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: License Agreement
License. a) Subject 3.2.1. The Trial Software provided to the End User under this Agreement is subject to the End User’s compliance with all the terms and conditions of this AgreementAgreement and the corresponding Managed Service Agreement for the Trial Software found on our online terms and conditions page. The Managed Service Provider grants to the End User a limited, ProQuest Information and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable subscription-based license to have use the Trial Software and the Managed Service Provider Materials solely as provided by the Managed Service Provider for the purpose of internal trial and evaluation of the Trial Software for the Trial Period. The use of the Trial Software by the End User is subject to the Licensed Levels stipulated in the Delivery Note.
3.2.2. The Managed Service Provider shall install or assist the End User to install the Trial Software on hardware that is owned or controlled and in any event operated by the Managed Service Provider via a private network or the internet (the “Hardware”). The End User shall be entitled to access to and use the on-line, FTP electronic feed or CDROM products Trial Software using License Keys provided by ProQuest to you as listed in the attached Fee Schedule Managed Service Provider. The Trial Software will remain on the Hardware for the Trial Period.
3.2.3. The End User shall indemnify, attached invoice or accepted purchase order (defend and hold harmless the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest Managed Service Provider and its licensors. This License is granted to you at your principal location licensors and suppliers for any claim arising from the type(sEnd User’s use of the Trial Software: (i) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) breach of this Agreement; or (ii) in breach or infringement of third party rights.
3.2.4. You represent and warrant THE END USER’S RIGHT TO USE THE TRIAL SOFTWARE SHALL BE EFFECTIVE FROM THE EFFECTIVE DATE FOR THE TRIAL PERIOD. NOTICE OF EXPIRATION WILL NOT ACTIVELY BE GIVEN. THE END USER AGREES TO DESTROY THE MANAGED SERVICE PROVIDER MATERIALS, THE TRIAL SOFTWARE AND ALL COPIES MADE OF IT WITHIN 10 (TEN) DAYS OF THE END OF THE TRAIL PERIOD.
3.2.5. If the End User desires to ProQuest that you will not use the Products Trial Software after the Trial Period, it will need to acquire a validly licensed copy of the productive use version of the Trial Software, to which a charge will apply. The TRIAL SOFTWARE is "NOT FOR PRODUCTION USE". The End User may not demonstrate, test, examine, evaluate or otherwise use the Trial Software in a live operating environment or with data that has not been sufficiently backed up. The Trial Software shall not be used for any material retrieved purposes other than evaluation and testing of the Trial Software. Configurations created for non-productive use, evaluation and testing shall not be used for projects outside the Trial Period.
3.2.6. This license does not permit the End User to: (i) use the Managed Service Provider Materials to provide services to third parties (e.g. business process outsourcing, service bureau applications or third party training); (ii) lease, loan, resell, sublicense or otherwise distribute the Managed Service Provider Materials; (iii) distribute or publish keycode(s); (iv) make any use of or perform any acts with respect to the Managed Service Provider Materials other than as expressly permitted in accordance with the terms of this Agreement; (v) use software components other than those specifically identified herein as the Trial Software, even if it is also technically possible for the End User to access other software components; (vi) modify the Trial Software; (vii) use the Trial Software or the Managed Service Provider Materials for any purposes that are competitive with the Managed Service Provider; (viii) use the Trail Software for productive purposes or otherwise use, copy, modify or distribute the Trail Software except as expressly permitted in this Agreement; (ix) use any of the Managed Service Provider Materials or the Trial Software components, files, modules, audio-visual content, or related licensed materials separately from the Products Trail Software; (x) use the Trail Software for commercial application hosting; or (xi) benchmark or disclose the results of any benchmark test of the Trial Software to create products or perform services which compete or interfere any third party without the Managed Service Provider's prior written approval. This Agreement incorporates by reference any use restrictions, notices and pass-through terms with respect to the publications Trial Software set forth in the Managed Service Provider Use Rights. Any reference to ‘the Agreement’ shall include the relevant use restrictions, notices and services of ProQuest or its licensorspass-through terms contained in the Managed Service Provider Use Rights. The End User acknowledges it has had the opportunity to review the Managed Service Provider Use Rights prior to accepting this Agreement.
c) Notwithstanding 3.2.7. The Trial Software is licensed solely for Standalone Use. “Standalone Use” means the previous paragraphTrial Software may not be used to access, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through in any manner whatsoever, any other software and/or third-party software licensed from the Products via on-line printing, off-line printing, facsimileManaged Service Provider, or electronic mail. All reproduction and distribution of such printoutsan authorized reseller, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal distributor, OEM or personal use. Downloading of all or parts other authorized partner of the Products in a systematic Managed Service Provider or regular manner so as to create a collection of materials comprising all its licensor, unless such software or part of the Products is strictly prohibited whether or not third-party software explicitly allows such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelyaccess.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Trial License Agreement
License. a) 2.1 Subject to the terms of and conditions set forth in this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby Appeon grants you to You a non-non- exclusive, non-transferable license to have access Use each licensed Program within the country specified on the Order or Reseller's order. Each Program shall be subject to the usage limitations based on quantity and use type of license purchased, as indicated on the onOrder or Reseller's order, and the Fair Usage Policy (/appeon-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"fair-usage-policy.html). You do may Use the Program (and accompanying Redistributables) solely for Your internal business purposes by Your employees, agents and contractors (including third parties performing services for You), unless otherwise permitted by the type of license purchased. If you purchased a subscription-based (non-perpetual) license, You may Use the Program only during the applicable Subscription Term. If the license type is not acquire any ownership interest or rights indicated in the Products Order or Reseller's order, the license type shall be a Seat License to be Used on a non-perpetual basis with a Subscription Term of one
(1) year. The Program, license, Redistributables, and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access Documentation may not be transferred, sold, assigned, sublicensed or otherwise conveyed (whether remote by operation of law or onotherwise) to another party without Appeon's prior written consent and payment of any applicable fees in accordance with Appeon's then-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedulecurrent policies.
b) 2.2 You will use may not modify, reverse engineer, decompile or disassemble the Products solely for your own personal Program (except as specifically permitted by law without the possibility of contractual waiver or internal use. You will not publish, broadcast or sell any materials retrieved through as expressly permitted in the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensorsDocumentation). You may not use share, publish, rent or lease the Products Program, or provide the Program as a stand-alone offering for others to execute denial Use. Redistributables shall be Used solely for the purpose of service attacks nor running Your Business Application, which shall be developed Using licensed copies of the Program. You shall not remove any copyright notices or other proprietary notices from the Program, and shall reproduce such notices on all copies of the Program. Results of benchmark or other performance tests run on the Program may not be disclosed to any third party without Appeon's prior written consent.
2.3 Appeon shall make the Program (and any Updates available at the time) available to You, via ESD, and if applicable, an activation code or other means permitting You to install and activate each license specified on the Order or Reseller's order. Risk of loss passes at the time of such electronic delivery. You, at Your own expense, shall be responsible for properly installing and configuring the Program (and all Updates).
2.4 Third-party software that are accompanied by a separate license agreement from a third party (“Other Software”) are under such third-party license terms. The Program gives you perform automated searches against ProQuest's systems the option to download third-party software from package managers (“Packages”). The terms of this Agreement shall not apply to Other Software and Packages, except that, as between You and Appeon, the provisions of this Section 2.4, Section 3, Section 7.4 and Section 9.8 shall apply. Third-party software not accompanied by a license agreement from a third party shall be subject to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) terms of this Agreement. You represent and warrant to ProQuest By downloading, installing, or using the Program in any way, you acknowledge that you will not use have read, understand and agree to the Products or licenses of the third-party software of the Program posted to the Appeon website (/thirdpartylicenses.html).
2.5 No more often than once in any material retrieved from 12-month period, Appeon may, at its expense, upon written notice and during business hours, audit the Products to create products or perform services which compete or interfere number of copies of the Program in Use and Your compliance with the publications and services applicable usage limitations set forth by this Agreement. The auditors shall protect the confidentiality of ProQuest or its licensors.
c) Notwithstanding Your information. If the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions Use of the copyright ownerProgram is found to be greater than that for which You are licensed, you may provide public access You shall pay any additional amounts due based upon the list prices set forth in the Price List in effect upon the date of notice of the audit. Your refusal to and retrieval permit an audit within a period of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
dthirty (30) You may create printouts calendar days following receipt of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products notice shall be for your own internal or personal use. Downloading a material breach of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelyAgreement.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Software License Agreement
License. a) Subject to There may be low-resolution comping images (the terms of this Agreement, ProQuest Information and Learning Company ("ProQuestLow-Resolution Digital Media") hereby and there may be high-resolution images (the "High-Resolution Digital Media") on each disc or internet download. Licensor(s) grants to you and your employer, if you are licensing on behalf of your employer, a non-exclusive, non-transferable license sub licensable right to have access to use any software obtained from Licensor(s) ("Software") and use the onany of Licensor(s)' Low-lineResolution Digital Media and High-Resolution Digital Media and any derivatives or copies (collectively, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "ProductsDigital Media"), on your personal computer. The Digital Media, Software and disc may not be shared by creating a disc library, Digital Media storage jukebox, network configuration or similar arrangement and you may not create a network of servers, either with or without a central location, which enables others to share the Digital Media, Software or discs. You do may not acquire any ownership interest utilize the Digital Media, Software or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials disc in any manner that will infringe is not expressly permitted in this license agreement. All rights not specifically granted above are retained by Licensor(s). One copy of the copyright Digital Media and Software may be made for backup purposes only, but may be used only if the original Digital Media or other proprietary right of ProQuest Software becomes defective, or its licensorsis destroyed or otherwise irretrievably lost. You Except as specifically provided in this license agreement, no Digital Media, Software or disc may be shared or copied. Software may be used only in conjunction with the Digital Media. The Low-Resolution Digital Media may be used in materials for PERSONAL, NONCOMMERCIAL use and TEST or SAMPLE use, including COMPS and LAYOUTS. The Low-Resolution Digital Media may not use the Products to execute denial be used in any final materials distributed inside of service attacks nor may you perform automated searches against ProQuest's systems your company or any materials distributed outside of your company or to the extent such searches unduly burden ProQuest's systems (includingpublic, including but not limited to automated "bots" to, advertising and marketing materials or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 any online, broadcast or other electronic distribution system (d) of this Agreement. You represent and warrant to ProQuest except that you will may transmit comps digitally or electronically to your clients for their review) and may not be distributed, sublicensed or made available for use the Products or any material retrieved from the Products to create products distribution separately or perform services which compete or interfere with the publications individually and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you no rights may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use be granted to the customary services provided to patrons and you will not reLow-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s)Resolution Digital Media. The term "Authorized User" meansHigh-Resolution Digital Media may be used on a worldwide and perpetual basis as a part of:
Appears in 1 contract
License. a) Subject to the terms and conditions of this AgreementLicense, ProQuest Information and Learning Company ("ProQuest") hereby grants you Buyer is granted a limited non-exclusiveexclusive license to install the HLI Software purchased by Buyer on three (3) machines (tablets or laptops) owned or controlled by Buyer, excepting HLI Software known as “Couple5,” which Couple5 will be received by Buyer pre-installed on a PDA and to which Buyer is granted one (1) limited non-transferable exclusive license to have access use Couple5 on such PDA. Buyer may not and agrees not to, or to and use enable others to, copy, decompile, reverse engineer, disassemble, attempt to derive the on-linesource code of, FTP electronic feed decrypt, modify, or CDROM products create derivative works of the HLI Software or any services provided by ProQuest the HLI Software, or any part thereof. Buyer may not rent, lease, lend, sell, redistribute or sublicense the HLI Software. Buyer may, however, make a one-time permanent transfer of all Buyer’s License rights to you as listed in the attached Fee Schedule HLI Software to another party, attached invoice or accepted purchase order provided that: (i) the "Products"transfer must include all the HLI Software, including all its component parts, original media (if any). You do not acquire any ownership interest or rights in the Products and associated , printed materials and all this License; (ii) Buyer does not retain copies of the HLI Software, full or partial, including copies stored on a computer or other storage device; and (iii) the party receiving the HLI Software reads and agrees to accept the terms and conditions of this License. Any copy of the HLI Software that may be provided by Hamar for promotional, evaluation, diagnostic or restorative purposes may only be used for such rights purposes and interests remain in ProQuest and its licensorsmay not be resold or transferred. This License is granted effective until terminated. Buyer’s rights under this License will terminate automatically or otherwise cease to you at your principal location for be effective without notice from Hamar if Buyer fails to comply with the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (dterm(s) of this AgreementLicense. You represent and warrant to ProQuest that you will not use Upon the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services termination of ProQuest or its licensors.
c) Notwithstanding the previous paragraphthis License, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and Buyer shall cease all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" HLI Software and destroy all copies, full or "fair dealing" as defined under the laws parties, of the United StatesHLI Software. (c) Disclaimer of Warranties and Buyer Acknowledgments i. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EnglandTHE HLI SOFTWARE AND THE FUNCTIONS CONTAINED IN AND/OR SERVICES PERFORMED OR PROVIDED BY SUCH HLI SOFTWARE (COLLECTIVELY REFERRED TO AS “HLI SOFTWARE AND SERVICES”), or German Copyright Law respectivelyARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULT AND WITHOUT WARRANTY OF ANY KIND, AND HAMAR AND HAMAR’S LICENSORS (COLLECTIVELY REFERRED TO AS “HLI”) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO HLI SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OR SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ii. HLI DOES NOT WARRANT AGAINST INTERFERENCE WITH BUYER’S ENJOYMENT OF THE HLI SOFTWARE AND SERVICES, THAT THE HLI SOFTWARE AND SERVICES WILL MEET BUYER’S REQUIREMENTS, THAT THE OPERATION OF THE HLI SOFTWARE AND SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT ANY HLI SOFTWARE SERVICES WILL CONTINUE TO BE MADE AVAILABLE, THAT THE HLI SOFTWARE AND SERVICES WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES, OR THAT DEFECTS IN THE HLI SOFTWARE AND SERVICES WILL BE CORRECTED. INSTALLATION OF HLI SOFTWARE MAY AFFECT THE USABILITY OF THIRD PARTY SOFTWARE APPLICATIONS OR THIRD PARTY SERVICES. iii. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL HAMAR BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHATSOEVER, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA OR INFOMRATION, FAILURE TO RECEIVE OR TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERICAL DAMAGES OR LOSSES, ARISING OUT OF, RELATING TO BUYER’S USE OR INABLITY TO USE THE HLI SOFTWARE AND SERVICES AND/OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE HLI SOFTWARE AND SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF HAMAR LASER INSTRUMENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL HAMAR’S TOTAL LIABILITY TO BUYER FOR ALL SUCH PROVED DAMAGES RELATING TO BUYER’S USE OF HLI SOFTWARE AND SERVICES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT BUYER PAID SUPPLIER FOR THE HLI SOFTWARE AND SERVICES. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. iv. BUYER ACKNOWLEGES AND AGREES THAT USE OF THE HLI SOFTWARE AND SERVICES IS AT BUYER’S SOLE RISK AND ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE AND ACCURACY IS WITH BUYER. BUYER ACKNOWLEDGES THAT HLI SOFTWARE AND SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN THE CONTENT, DATA OR INFORMATION PROVIDED BY, THE HLI SOFTWARE AND SERVICES COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION, THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS. BUYER AGREES IT MAY NOT USE OR OTHERWISE EXPORT THE HLI SOFTWARE EXCEPT AS AUTHORIZED BY U.S. LAW AND LAWS OF THE JURISDICTION IN WHICH THE HLI SOFTWARE WAS OBTAINED. IN PARTICULAR, BUT WITHOUT LIMITATION, THE HLI SOFTWARE MAY NOT BE EXPORTED OR REEXPORTED (A) INTO ANY U.S. EMBARGOED COUNTRIES; OR (B) TO ANYONE ON THE U.S. TREASURY DEPARTMENT’S LIST OF SPECIALLY DESIGNATED NATIONALS OR THE U.S. DEPARTMENT OF COMMERCE DENIED PERSON’S LIST OR ENTITY LIST. BUYER AGREES IT WILL NOT USE THE HLI SOFTWARE FOR ANY PURPOSES PROHIBITED BY U.S. LAW, INCLUDING WITHOUT LIMITATION, THE DEVELOPMENT, DESIGN, MANUFACTURE OR PRODUCTION OF MISSILES, NUCLEAR, CHEMICAL OR BIOLOGICAL WEAPONS. 7. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY LAW, WITH RESPECT TO ANY HAMAR GOODS, PARTS OR SERVICES PURCHASED UNDER THIS AGREEMENT, OR, HLI SOFTWARE AND SERVICES LICENSED UNDER THIS AGREEMENT, AND ALLEGED TO BE THE DIRECT OR INDIRECT CAUSE OF ANY DIRECT OR INDIRECT LOSS OR DAMAGE TO THE BUYER OR ITS CUSTOMERS, THE SUM EQUAL TO THE INVOICED PRICE OF SUCH GOODS, PARTS OR SERVICES OR LICENSE SHALL BE THE CEILING LIMIT ON HAMAR’S OR ANY OF ITS AFFILIATES’ LIABILITY WHETHER FOUNDED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE, STRICT TORT LIABILITY OR BREACH OF WARRANTY), ARISING OUT OF OR RESULTING FROM (A) THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF, OR (B) THE DESIGN, MANUFACTURE, DELIVERY, SALE, LICENSE, REPAIR, REPLACEMENT, OR ANY USE OF SUCH GOODS OR HLI SOFTWARE OR (C) THE FURNISHING OF ANY SUCH SERVICES. IN NO EVENT SHALL HAMAR OR ANY OF ITS AFFILIATES HAVE ANY LIABILITY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Standard Terms of Sale
License. a) 2.1 Subject to the terms of and conditions set forth in this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby Appeon grants you to You a non-non- exclusive, non-transferable license to have access to and use Use each licensed Program within the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration country specified on the Fee Schedule; additional authorized sites Order or locations must Reseller’s order. Each Program shall be listed subject to the usage limitations based on quantity and type of license purchased, as indicated on the Additional Sites/Member Libraries ScheduleOrder or Reseller’s order. You may Use the Program (and accompanying Documentation) solely for Your internal business purposes by Your employees, agents and contractors, unless otherwise permitted by the type of license purchased. If you purchased a subscription-based (non-perpetual) license You may Use the Program only during the applicable Subscription Term. If the license type is not indicated in the Order or Reseller’s order, the license type shall be a Seat License to be Used on a non-perpetual basis with a Subscription Term of one (1) year. The Program, license, and Documentation may not be transferred, sold, assigned, sublicensed or otherwise conveyed (whether by operation of law or otherwise) to another party without Appeon's prior written consent and payment of any applicable fees in accordance with Appeon's then-current policies.
b) 2.2 You will use may not modify, reverse engineer, decompile or disassemble the Products solely for your own personal Program (except as specifically permitted by law without the possibility of contractual waiver, or internal useas expressly permitted in the Documentation). Transfer of the Program outside the country in which it was originally delivered to You will is not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensorspermitted without Appeon's prior written consent and is subject to compliance with all applicable export regulations and restrictions. You may not use Use the Products Program for timesharing, hosting, rental or service bureau purposes, or otherwise allow direct or indirect (including over the Internet) access or Use of the Program by any third party (except consultants and contractors performing services for Your benefit as expressly permitted in Sections 2.1 and 5), without Appeon's prior written consent and subject to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers)any applicable fees. You may print contract with a third party ("Outsourcer") to operate the Program on Your behalf and make copies solely for Your benefit; however, You shall remain subject to all of materials retrieved through the Products only as permitted in Section 1 (d) provisions of this Agreement and shall be liable for Outsourcer's compliance with the provisions of this Agreement. You represent and warrant to ProQuest that you will shall not use the Products remove any copyright notices or any material retrieved other proprietary notices from the Products Program, and shall reproduce such notices on all copies of the Program. Results of benchmark or other performance tests run on the Program may not be disclosed to create products any third party without Appeon's prior written consent.
2.3 Appeon shall provide to You the Program (and any Updates available at the time), via ESD, together with an access code or perform other means permitting You to install and activate each license specified on the Order or Reseller’s order. Risk of loss passes at the time of such electronic delivery. You, at Your own expense, shall be responsible for properly installing and configuring the Program (and all Updates).
2.4 Third party components (including open source components) that are accompanied by a separate license agreement from a third party are provided subject to such third-party license terms. The terms of this Agreement shall not apply to such third-party components, except that, as between You and Appeon, the provisions of this Section 2.4, Section 3, Section 7.4 and Section 9.8 shall apply. WITHOUT LIMITING THE FOREGOING, APPEON PROVIDES SUCH THIRD-PARTY COMPONENTS "AS IS" WITHOUT ANY INDEMNITIES OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NONINFRINGEMENT, ACCURACY OF INFORMATIONAL CONTENT, CONDITIONS OF MERCHANTABLE QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. Appeon shall not be obligated to provide any Support or error correction services which compete or interfere for such third-party components, but such services may be available from a third party. Third party components not accompanied by a license agreement from a third party shall be subject to the terms of this Agreement.
2.5 No more often than once in any 12-month period, Appeon may, at its expense, upon written notice and during business hours, audit the number of copies of the Program in Use and Your compliance with the publications and services applicable usage limitations set forth by this Agreement. The auditors shall protect the confidentiality of ProQuest or its licensors.
c) Notwithstanding Your information. If the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions Use of the copyright ownerProgram is found to be greater than that for which You are licensed, you may provide public access You shall pay any additional amounts due based upon the list prices set forth in the Price List in effect upon the date of notice of the audit. Your refusal to and retrieval permit an audit within a period of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
dthirty (30) You may create printouts calendar days following receipt of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products notice shall be for your own internal or personal use. Downloading a material breach of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelyAgreement.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Software License Agreement
License. a) Subject to the terms and conditions of this AgreementAgreement (including but not limited to paragraph 7(b)), ProQuest Information and Learning Company ("ProQuest") hereby payment of the consideration specified in paragraph 3 below in accordance with the provisions of that paragraph, IpLearn grants you to Licensee a worldwide, non-exclusive, non-transferable license (except as provided in paragraph 8 below), license, without the right to have access sublicense (except as provided in paragraph 4 below), to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as patents listed in the attached Fee Schedule Exhibit A, attached invoice together with all continuations, continuations-in-part, divisionals, reissues, reexaminations, or accepted purchase order foreign counterparts of those patents ("Licensed Patents") to make, have made, use, offer to sell, sell and otherwise distribute and import products and services developed by Licensee or distributed under Licensee's brand (the "Licensed Products"). You do not acquire any ownership interest or rights in The Parties agree that the Products first sale doctrine and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted patent exhaustion shall be deemed to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems apply to the extent such searches unduly burden ProQuestLicensed Patents with respect to the sale or distribution of Licensed Products sold or distributed by Licensee. Accordingly, the parties agree and acknowledge that the license granted in this Agreement will cover the use by all of DigitalThink's systems (includingdirect or indirect customers, but not limited distributors, resellers, service providers and other users and/or licensees of the Licensed Products sold or otherwise distributed by DigitalThink pursuant to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent For further clarification of the above sentence, and warrant not by way of limitation, the Parties agree and acknowledge that DigitalThink's direct and indirect customers and sublicensees (including EDS and its direct and indirect wholly-owned subsidiaries, and BearingPoint and its affiliates) have the right to ProQuest that you will not use the Products or any material retrieved from the Products use, offer to create sell, sell, customize, provide products or perform services which compete or interfere with the publications and services utilizing, and otherwise distribute and import the Licensed Products. DigitalThink acknowledges and agrees that the licenses granted hereunder are intended to cover only the products of ProQuest or its licensors.
c) Notwithstanding the previous paragraphDigitalThink, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access and are not intended to data and information, then, subject to any special restrictions cover manufacturing activities that DigitalThink may undertake on behalf of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly(patent laundering activities). By way of example only, unless specifically authorized by ProQuest.
d) You may create printouts a Licensed Product will be disqualified as a Licensed Product if such product is manufactured on behalf of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products a third party from designs received in a systematic substantially completed form from a third party for resale to or regular manner so as to create a collection on behalf of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelythat party.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Settlement and License Agreement (Digitalthink Inc)
License. a) Subject to In this license agreement ("License Agreement"), you, the terms user of the license rights granted by this Agreement, ProQuest Information are referred to as "Licensee" or "You." In accordance with the terms and Learning Company conditions of this License Agreement, IDENT-A-KID Services of America, Inc. ("ProQuestLicensor" or "us" or "we" or “I.S.A. Inc”.) grants Licensee the non-exclusive license to use the accompanying software ("Software") hereby grants you a non-exclusiveand Supplies ("Labels, non-transferable license to have access to and use the on-lineContinuous Thermal Tape, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule Dymo Printer, attached invoice or accepted purchase order (the "ProductsWebcam, Driver License Scanner, RFID Reader, RFID Key Fobs, RFID Badges"). You do not acquire In this License Agreement, the Software and Supplies and any ownership interest copies or modifications are referred to as the "Licensed Product." All rights to and in the Products Licensed Product, all copies and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only)derivative works, number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to, copyrights and trade secret rights, belong to automated "bots" or link checkers)Licensor and Licensor holds title to each copy of the Software. You may print and make copies of materials retrieved through the Products only as permitted Licensee is required to purchase Supplies separately from I.S.A. Inc in Section 1 (d) of this Agreement. You represent and warrant order to ProQuest that you will not use the Products Software and to get support. Use of the Software without using proper Supplies will result in termination of all of Licensee's rights to use the Licensed Product. Licensee shall not transfer or distribute the Licensed Product to others, and this Agreement shall automatically terminate in the event of such a transfer or distribution. Licensee shall not copy, modify or create derivative works the Licensed Product, except as provided for herein and to make one copy the Software for the sole purpose of backup as long as all copyright and other notices are reproduced and included on the backup copy.
2.1 The Licensee is hereby licensed to use the program on a single computer only. Transferring the program and this license to another party is strictly prohibited.
2.2 In no event shall the Licensee copy or cause to be copied duplicates of the program except that the Licensee may make one copy of the program for back-up purposes.
2.3 The Licensee shall not sublicense, assign, transfer use, copy or modify the program except as expressly provided in this Agreement and any material retrieved attempt to do so shall be null and void.
2.4 The Licensee is hereby granting permission to I.S.A Inc to collect information from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensorssoftware.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Click Wrap Agreement
License. aThroughout the Term, NAVITAIRE will grant such access to Customer, Customer Agents and its and their authorized users (e.g., online customers and potential customers of Customer and Customer Agents) Subject to the terms of Hosted Services System in accordance with and subject to this Agreement, ProQuest Information and Learning Company ("ProQuest") . NAVITAIRE hereby grants you Customer a non-exclusive, non-transferable transferable, worldwide license to have access to and use the on-line, FTP electronic feed or CDROM products Hosted Services System and the APIs during the Term of this Agreement solely for the purposes of obtaining Hosted Services in accordance herewith including a right for Customer to permit Customer Agents and customers of Customer to use the Hosted Services System in accordance with and subject to this Agreement. All Hosted Services will be provided by ProQuest remote telecommunications from NAVITAIRE’s place of business, to you or through computers or servers owned or managed by or on behalf of Customer, Customer Agents or its and their authorized users, and Customer will not obtain possession of any tangible personal property as listed a result of the Hosted Services, such as electronic storage media unless expressly agreed in a Work Order or pursuant to an amendment to this Agreement. Subject to the attached Fee Schedule terms and conditions of this Agreement, attached invoice including without limitation, Section 9, Customer hereby grants to NAVITAIRE a limited, revocable, non-transferable, royalty-free license, without right to sub-license to reproduce, translate, encode, publish, use, and distribute Customer Data for the sole purpose of providing, and only to the extent necessary to provide, the Services to Customer. If and to the extent that Customer’s receipt of the Hosted Services requires NAVITAIRE to use certain trademarks, service marks, trade dress, logos, trade names, social media accounts (***** and other similar accounts), URL domain names and corporate names of Customer or accepted purchase order its licensors, together with all translations, adaptations, derivations, and combinations thereof (collectively, “Customer Marks”) and with respect to the "Products"use of the Customer ▇▇▇▇ identified in Section 11 in accordance with such Section, Customer hereby grants to NAVITAIRE a limited, non-exclusive, nontransferable, revocable, royalty-free license, with no right to sublicense, to use Customer Marks solely for the limited purposes of the performance of this Agreement, including, without limitation, as contemplated by Section 11. NAVITAIRE’s license to use such Customer Marks is further conditioned upon NAVITAIRE’s compliance with all Customer guidelines, policies, rules and procedures or other instructions provided to NAVITAIRE by Customer relating to such Customer Marks (“Customer ▇▇▇▇ Guidelines”). You do not acquire Customer reserves the right to add to, change, or discontinue the use of any ownership Customer Marks, on a selective or general basis, at any time. NAVITAIRE hereby acknowledges and agrees that all rights, title and interest or rights in Hosted Services Agreement FINAL and to Customer Marks are and shall remain the Products exclusive property of Customer and that any use thereof and goodwill associated materials and all such rights and interests remain in ProQuest therewith shall inure solely to the benefit of the Customer and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You NAVITAIRE agrees that it will not publishregister, broadcast or sell any materials retrieved through the Products adopt or use the materials any confusingly similar trade names, trademarks or insignia in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensorsjurisdiction. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems Except to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted authorized in Section 1 (d) 11, NAVITAIRE shall not combine any other ▇▇▇▇, logo or trade name with any of Customer Marks without the prior written approval of Customer. Without limiting Customer’s rights and remedies, in the event that Customer notifies NAVITAIRE of any incorrect usage of such Customer Marks, NAVITAIRE shall immediately correct such usage as directed by Customer. NAVITAIRE shall provide to Customer a mock-up or other demonstration showing how each Customer ▇▇▇▇ will be used and/or displayed by NAVITAIRE and Customer must approve such use in advance. Upon expiration or termination of this Agreement, the permission to use Customer Marks granted hereunder will immediately terminate and NAVITAIRE agrees to immediately cease its use of all Customer Marks. You represent Without limiting the foregoing, NAVITAIRE acknowledges and warrant agrees that, as between the parties, Customer owns all right, title, and interest in and to ProQuest that you will not use Customer Data, including all Intellectual Property Rights therein, irrespective of whether such Customer Data is stored via the Products Services, on the Hosted Services System or in any material retrieved from database created using the Products Hosted Services. If NAVITAIRE is deemed to create products have any ownership interest in Customer Data, including any and all derivative works, enhancements, or perform services which compete other modifications thereto (other than the formatting of how such Customer Data is entered, stored and/or displayed in or interfere with by the publications Hosted Services), then NAVITAIRE shall assign, and services hereby does assign, irrevocably and royalty-free, all of ProQuest such ownership interest or other rights exclusively to Customer or its licensors.
c) Notwithstanding designee. NAVITAIRE shall, at Customer’s reasonable request and expense, complete, execute, and deliver any and all documents necessary to effect or perfect such assignments. Nothing in this Agreement constitutes the previous paragraph, if you represent grant of a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject general license to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mailCustomer Marks. All reproduction rights in and distribution to Customer Marks and Customer Data not expressly granted herein are reserved, no implied licenses are granted to NAVITAIRE by the terms of such printoutsthis Agreement, and all downloading and electronic storage of materials retrieved through the Products no license rights with respect to any Customer Marks or Customer Data shall be for your own internal created by implication or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectivelyestoppels.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Hosted Services Agreement (Frontier Group Holdings, Inc.)
License. a) Subject to There may be low-resolution comping images (the terms of this Agreement, ProQuest Information and Learning Company ("ProQuestLow-Resolution Digital Media") hereby and there may be high-resolution images (the "High-Resolution Digital Media") on each disc or internet download. Licensor(s) grants to you and your employer, if you are licensing on behalf of your employer, a non-exclusive, non-transferable license sub licensable right to have access to use any software obtained from Licensor(s) ("Software") and use the onany of Licensor(s)' Low-lineResolution Digital Media and High- Resolution Digital Media and any derivatives or copies (collectively, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "ProductsDigital Media"), on your personal computer. The Digital Media, Software and disc may not be shared by creating a disc library, Digital Media storage jukebox, network configuration or similar arrangement and you may not create a network of servers, either with or without a central location, which enables others to share the Digital Media, Software or discs. You do may not acquire any ownership interest utilize the Digital Media, Software or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials disc in any manner that will infringe is not expressly permitted in this license agreement. All rights not specifically granted above are retained by Licensor(s). One copy of the copyright Digital Media and Software may be made for backup purposes only, but may be used only if the original Digital Media or other proprietary right of ProQuest Software becomes defective, or its licensorsis destroyed or otherwise irretrievably lost. You Except as specifically provided in this license agreement, no Digital Media, Software or disc may be shared or copied. Software may be used only in conjunction with the Digital Media. The Low-Resolution Digital Media may be used in materials for PERSONAL, NONCOMMERCIAL use and TEST or SAMPLE use, including COMPS and LAYOUTS. The Low-Resolution Digital Media may not use the Products to execute denial be used in any final materials distributed inside of service attacks nor may you perform automated searches against ProQuest's systems your company or any materials distributed outside of your company or to the extent such searches unduly burden ProQuest's systems (includingpublic, including but not limited to automated "bots" to, advertising and marketing materials or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 any online, broadcast or other electronic distribution system (d) of this Agreement. You represent and warrant to ProQuest except that you will may transmit comps digitally or electronically to your clients for their review) and may not be distributed, sublicensed or made available for use the Products or any material retrieved from the Products to create products distribution separately or perform services which compete or interfere with the publications individually and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you no rights may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use be granted to the customary services provided to patrons and you will not reLow-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s)Resolution Digital Media. The term "Authorized User" meansHigh-Resolution Digital Media may be used on a worldwide and perpetual basis as a part of:
Appears in 1 contract
License. (a) Subject to all the terms and conditions of this Agreement and Syratech’s full performance of all its material obligations in accordance therewith, VEW licenses to Syratech and its wholly-owned subsidiaries the limited exclusive right to use the Trademarks throughout the Territory solely during the Term solely to (i) design, develop and manufacture the Licensed Articles and the Licensed Property; (ii) distribute and sell the Licensed Property to High-End Stores, and the Closeout Licensed Property to Closeout Customers subject to Paragraph 13(f) below, and (iii) advertise and promote the Licensed Property. Syratech shall have no right to, and shall not, use or otherwise exploit the Licensed Articles, the Trademarks and/or the Licensed Property in any manner other than as expressly authorized herein.
(b) Syratech shall use all commercially reasonable efforts to exploit the rights licensed hereunder and to sell the maximum quantity of the Licensed Property in the Territory during the Term, in all cases in accordance with this Agreement and consistent with the highest business and quality standards and the prestige luxury status of the ▇▇▇▇ ▇▇▇▇ brand. Without limitation of the foregoing, the Parties acknowledge and agree that it is of the essence of this Agreement that (i) Syratech commence distributing and selling the Licensed Property to High-End Stores in the Territory not later than Fall 2004 (it being acknowledged by the Parties that they shall use all commercially reasonable efforts to commence selling and distributing the Licensed Property hereunder in Spring 2004) and (ii) Syratech, during each Contract Year, distribute and sell in the Territory the number of collections of the Licensed Property set forth on Schedule B attached hereto and incorporated herein by this reference.
(c) The Parties acknowledge and agree that the Licensed Articles only include, and Syratech shall only have the right to use the Trademarks in, the items in the product categories set forth on Schedule A. All rights not expressly licensed by VEW to Syratech pursuant to this Agreement are hereby reserved exclusively to VEW for its use and disposition in its sole discretion in any manner throughout the universe in perpetuity in any and all languages, formats and media whether now or hereafter known or existing, with no obligation whatsoever (financial, legal or otherwise) to Syratech or any third party. Nothing in this Agreement shall in any way restrict VEW or any third party authorized by VEW from (i) designing, developing, manufacturing, distributing, selling or otherwise exploiting rights in the product categories that are set forth on Schedule A, other than in the materials expressly described on Schedule A, or in any product categories that are not set forth on Schedule A, anywhere in the world at anytime; (ii) using or authorizing the use of accents of any materials contained in the Licensed Articles (e.g., silver, and/or any other precious or non-precious metals) in items in the non-exclusive product categories that are set forth on Schedule A (by way of illustration only, and without limitation, VEW may itself sell and distribute, or license a third party to sell and distribute, a silver lipped crystal decanter, etc.); (iii) using or authorizing the use of any materials contained in the Licensed Articles (e.g., silver, and/or any other precious or non-precious metals) in connection with any product categories not set forth on Schedule A; and/or (iv) using or authorizing the use of the Trademarks and/or any other VEW trademarks in any way other than in connection with the Licensed Property.
(d) In addition to the foregoing, during the Term, Syratech shall have the right to advertise, promote, market, sell and distribute the Licensed Property via the Internet (the “Internet Rights”); provided that the Internet Rights shall only be exercised in connection with internet websites that (i) sell products substantially similar to the Licensed Articles that are sold by or on behalf of other prestige luxury brands (including, without limitation, ▇▇▇▇▇.▇▇▇, ▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇.▇▇▇) and (ii) are specifically approved in each instance by VEW in advance in writing (which approval may be withdrawn upon thirty (30) days prior notice). In any event, the Internet Rights shall not be exercised unless and until Syratech obtains written agreements in advance from the parties that own or control such internet websites pursuant to which such parties agree that the manner in which items of the Licensed Property are displayed and promoted on such websites shall be subject to the prior written approval of VEW. Notwithstanding any contrary provision of this Agreement, ProQuest Information the Parties acknowledge and Learning Company agree that, due to the global nature of internet access, Syratech’s Internet Rights are non-exclusive; provided that if VEW determines ("ProQuest"in its reasonable discretion) hereby grants you that internet technology is such that access to the internet can be restricted on a territory-by-territory basis at no cost and expense to VEW, then Syratech shall have exclusive Internet Rights in the Territory. It is acknowledged and agreed that during the Term, VEW shall not itself sell or distribute the Licensed Property via the internet other than on the VEW website; provided that the foregoing shall not prohibit VEW from granting Internet Rights to a third party licensee in any Foreign Territory on a non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order exclusive basis (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide unless access to the Products internet can be restricted on a territory-by-territory basis in accordance with the immediately preceding sentence, in which case such Internet Rights may be exclusive), it being acknowledged and agreed that such Internet Rights shall in no event include the right to other libraries use the ▇▇▇▇ “Syratech” or third parties either directly or indirectly, unless specifically authorized any ▇▇▇▇ owned by ProQuestSyratech.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: License Agreement (Syratech Corp)
License. aCustomer has the unrestricted right and authority to grant, and hereby grants to Provider, and Provider hereby accepts from Customer in accordance with the terms hereof a non-exclusive license (the “Site License”) Subject over those portions of the Properties indicated on the initial Site Plan for each System necessary for locating solar electric generation facilities, including interconnection and metering facilities (each, a “Site”) for the sole purposes of installing, operating and maintaining the Systems and uses ancillary thereto. The initial Site Plan for each System is attached hereto within Schedule 2, and such initial Site Plan for each System will be replaced with an updated Site Plan that reflects final as-built arrangements, to be provided by Provider after completion of each System; provided, however, that no material deviation from the initial Site Plan shall be permitted without Customer’s reasonable approval. The grant of the Site License shall be effective upon Provider’s acceptance of the Site License by written notice to Customer. The Site License granted herein shall survive for a period of one hundred eighty (180) days following the Expiration Date or the Early Termination Date of this Agreement to allow removal of the System and restoration of the Site. Without limiting the generality of the foregoing, and subject to the terms of Provider covenants set forth herein, Provider shall have, subject to the limitations contained in this Agreement, ProQuest Information the right to access and Learning Company utilize each Site, and otherwise shall hold the following rights and privileges:
("ProQuest"i) hereby grants you a The right to develop, erect, construct, install, replace, repair, relocate, remove, maintain, operate, and use, from time to time, the Systems, underground and above- ground electrical transmission and communications lines related to the operation of the Systems (consistent with the Site Plan or as otherwise approved in writing by Customer), electric transformers, telecommunications equipment, roads, meteorological towers and weather/solar measurement equipment, and related facilities and equipment;
(ii) The non-exclusive, non-transferable license to have access to and use the on-line, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary exclusive right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (includingpedestrian and vehicular ingress, but not limited to automated "bots" or link checkers). You may print egress, and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent access over and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions across each of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuestSites.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Solar Power Services Agreement
License. a5.1 If you are a Candidate and has not been conferred with certification, you shall not be granted the rights to use and/or display the EC-Council trademarks, logo, insignia (hereinafter “Marks”) for whatsoever purpose, be it for promotional, advertising, marketing and/or publicity purposes. Failure to abide with this section shall attract legal recourse in the forms of injunctions, civil liability, and forfeiture of profits, and punitive damages and/or other legal sanctions deemed reasonable to address such breach.
5.2 Subject to the terms and conditions of this AgreementAgreement and the attainment of one or more of EC-Council certifications, ProQuest Information EC-Council shall grant you in your capacity as Certified Member a non- exclusive and Learning Company ("ProQuest") hereby grants you a non-exclusive, non-transferable license to have access only use and display the relevant Marks solely in connection with providing the professional services that correspond to and the certification program that the Certified Member had earned.
5.3 Once certified, you may use the on-lineMarks such on such promotional display and advertising materials as it may, FTP electronic feed or CDROM products provided by ProQuest in your judgement, promote the professional services in correspondence to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedulecertification.
b) 5.4 You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may shall not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems Marks for any purposes that are not directly related to the extent such searches unduly burden ProQuest's systems (including, but not limited provision of the professional services corresponding to automated "bots" or link checkers). your particular certification You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will shall not use the Products or Marks if any material retrieved from certification program unless you have completed the Products to create products or perform services which compete or interfere with certification program requirements and have been notified by EC-Council in writing that you have achieved the publications and services of ProQuest or its licensorscertification status for that particular Program.
c) Notwithstanding the previous paragraph, if you represent 5.5 As a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright ownerCertified Member, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will shall not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for misrepresent your own internal certification status or personal use. Downloading of all or parts of the Products in a systematic or regular manner qualifications so as to create imply or suggest that EC-Council in any way endorses, sponsors or recommends you, or any of your products or services.
5.6 You also agree that your status as a collection of materials comprising all or part of Certified Member and your rights pertaining to the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, Marks as vested to you under this paragraph Agreement shall not restrict your use permit you to hold yourself out as having any ownership rights over the official Training/Examination Materials. Any attempts/action which implies to the public that you have some degree of ownership to the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use official Training/Examination Materials shall be displayed on the computer screen displays associated construed as a material breach of this Agreement and your certification shall be revoked with such content and shall not materially alter your use of the Productsimmediate effect.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: Certification Agreement
License. a) Subject to Provided that you constantly comply with the express terms of this Agreementand conditions stated in these Terms, ProQuest Information and Learning Company ("ProQuest") hereby Invexcoin Exchange grants you a revocable, limited, royalty-free, non-exclusive, non-transferable transferable, and non-sublicensable license to have access to and use Invexcoin Exchange Services through your computer or Internet compatible devices for your personal/internal purposes. You are prohibited to use Invexcoin Exchange Services for resale or commercial purposes, including transactions on behalf of other persons or entities. All the on-lineabove actions are expressly prohibited and constitute a material violation of these Terms. The content layout, FTP electronic feed or CDROM products provided by ProQuest to you as listed format, function and access rights regarding Invexcoin Exchange Services should be stipulated in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products")discretion of Invexcoin Exchange. You do Invexcoin Exchange reserves all rights not acquire any ownership interest or rights expressly granted in the Products and associated materials and all such rights and interests remain in ProQuest and its licensorsthese Terms. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundleTherefore, you are responsible hereby prohibited from using Invexcoin Exchange Services in any way not expressly authorized by these Terms. These Terms only grant a limited license to access and use Invexcoin Exchange Services. Therefore, you hereby agree when you use Invexcoin Exchange Services, Invexcoin Exchange does not transfer Invexcoin Exchange Services or the ownership or intellectual property rights of any Invexcoin Exchange intellectual property to you or anyone else. All the text, graphics, user interfaces, visual interface, photos, sounds, process flow diagrams, computer code (including html code), programs, software, products, information and documents, as well as the design, structure, selection, coordination, expression, look and feel, and layout of any content included in the services or provided through Invexcoin Exchange Services, are exclusively owned, controlled and/or licensed by Invexcoin Exchange Operators or its members, parent companies, licensors or affiliates. Invexcoin Exchange owns any feedback, suggestions, ideas, or other information or materials (hereinafter collectively referred to as “Feedback”) about Invexcoin Exchange or Invexcoin Exchange Services you provide through email, Invexcoin Exchange Services, or other ways. You hereby transfer all rights, ownership and interests of the Feedback and all related intellectual property rights to Invexcoin Exchange. You have no right and hereby waive any request for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:acknowledgment or compensation based on any Feedback, or any modifications based on any Feedback.
Appears in 1 contract
Sources: Terms of Use
License. Subject to Subscriber’s payment of all applicable fees to GOSECURE and Subscriber’s acceptance of and compliance with all the terms and conditions of the Agreement, GOSECURE hereby grants to Subscriber, during the Term, and for Subscriber’s internal business purposes only, a limited, revocable, personal, non-sub-licensable, non-transferable, non-assignable and non-exclusive license (the “License”) to (a) Subject install, where applicable, and/or use one copy of the Software (unless the Quotation permits multiple copies) for Subscriber’s internal use only and only for its intended purpose(s) in accordance with GOSECURE’s user documentation and the Agreement; and (b) use the Service, Deliverables and Hardware only for Subscriber’s internal use, and only for its intended purpose(s) in accordance with GOSECURE’s user documentation and the Agreement. The Software, Service and any Deliverables are licensed, not sold, to Subscriber for use only under the terms of this the Agreement; ownership of the Software, ProQuest Information Service and Learning Company ("ProQuest") hereby grants you Deliverables remains at all times with GOSECURE or its suppliers/licensors. The terms of the ▇▇▇▇ will govern any Upgrades and Updates provided by GOSECURE that replace and/or supplement the original Software, Service, Deliverables and/or Hardware, unless such upgrade or update is accompanied by a non-exclusive, non-transferable separate license to have in which case the terms of that license will govern. The Software and access to and use the on-lineService and/or Deliverables are limited to the number of personal computers, FTP electronic feed licensed workstations, subscriptions, mailboxes users, seats or CDROM products provided by ProQuest to you as listed in any other device that accesses the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only)internet, number of simultaneous users servers, or IP addresses, as reflected in the Quotation, SOW or Web Purchase (collectively the “Seats” or “Users”), as well as the functionality, term periods, applications, modules, the amount of data or data capture rates, and/or special options paid for by Subscriber and authorized by ▇▇▇▇▇▇▇▇ as reflected in the network configuration specified on Quotation, SOW or Web Purchase. Subscriber will notify GOSECURE in advance of having actual Seats that exceeds the Fee Schedule; maximum number of Seats permitted in the Quotation, SOW or Web Purchase and GOSECURE will charge Subscriber for the additional authorized sites Seats. Upon termination or locations must be listed on Subscriber’s breach of the Additional Sites/Member Libraries Schedule.
b) You will license or the Agreement, Subscriber no longer has any right to use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensorsSoftware and/or Service.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
Sources: End User License Agreement
License. (a) Subject to the payment of the Purchase Price and the terms and conditions of this Agreement, ProQuest Information each of Seller, Guarantor and Learning Company their Affiliates ("ProQuest"“Licensors”) hereby grants you grant to Buyer a personal, nontransferable (except in connection with the sale by Buyer of the Acquired Company), perpetual, irrevocable, non-exclusive, non-transferable sublicenseable (except as set forth in Section 5.10(b) below), worldwide, and royalty-free license under the Licensed Claims (as such is defined below in this Section 5.10) to make, have access made, use, sell, offer to sell, import, distribute, and use support Acquired Company Products, provided however that these licenses under the on-line, FTP electronic feed or CDROM products Licensed Claims do not extend to any modifications to any Acquired Company Product as such is provided by ProQuest Seller to you Buyer at Closing. For avoidance of doubt, the licenses under the Licensed Claims do not extend only to the extent of the specific modification, but unmodified portions of the Acquired Company Products nonetheless remain licensed under the Licensed Claims.
(b) With respect to Acquired Company Products that are software, the foregoing license allows the sublicensing of the right to use, reproduce and distribute such Acquired Company Products to end users or to authorized agents of the Buyer or an Affiliate of Buyer such as listed a distributor, replicator, VAR or OEM, solely as necessary to exercise the rights to use, reproduce and distribute such Acquired Company Product granted by Buyer or Buyer Affiliate. Nothing in this Section 5.10 shall be used or relied on as being an implied Patent license.
(c) If Guarantor, Seller or any of their Affiliates (each a “Sued Party”) is threatened with a suit, or sued, for patent infringement by Acquired Company, Buyer or any of their Affiliates (each a “Suing Party”), then the Sued Party may terminate or withhold the grant of patent licenses to its Licensed Patents under this Section 5.10 to the Suing Party and its Affiliates. Any such termination or withholding shall be applicable only against the Suing Party and its Affiliates.
(d) For the purposes of this Section 5.10, “Licensed Claims” means claims of a Patent: (a) that any Licensor now or hereafter owns, controls or otherwise has the right to license, without an obligation to make any additional payment of any royalty or other amounts to any unaffiliated third party as a result of the license granted above; (b) that would be infringed by an Acquired Company Product, as such is provided by Seller to Buyer at Closing, absent the license granted under this Section 5.10; and (c) have a priority date on or before Closing. Notwithstanding the foregoing, “Licensed Claims” do not include any claims: (1) other than those set forth above, even if contained in the attached Fee Schedule , attached invoice same patent or accepted purchase order patent application as a Licensed Claim; (the "Products"). You do not acquire 2) covering any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted enabling technologies that may be necessary to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products make or use any product (or a portion thereof) or combination that implements an Acquired Company Product, (such as hardware, software, semiconductor manufacturing, compiler, object-oriented, operating system, protocol, programming interface or networking technologies); (3) covering the materials implementation of any specification, technical documentation or technology relating to wireless network technology that is merely referenced in any manner that will infringe one of the copyright Acquired Company Products; or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems (4) to the extent such searches unduly burden ProQuest's systems Licensed Claim covers any product (includingor portion thereof) or combination, but that is not limited an Acquired Company Product as such is provided by Seller to automated "bots" or link checkers). You may print and make copies of materials retrieved through the Products only as permitted in Section 1 (d) of this Agreement. You represent and warrant to ProQuest that you will not use the Products or any material retrieved from the Products to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensorsBuyer at Closing.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access to data and information, then, subject to any special restrictions of the copyright owner, you may provide public access to and retrieval of data and information through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimile, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal or personal use. Downloading of all or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misused. If you authorize fee-per-article access to materials outside your subscription bundle, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s). The term "Authorized User" means:
Appears in 1 contract
License. a) Subject to Your compliance with the terms and conditions of this Agreement, ProQuest Information and Learning Company ("ProQuest") hereby HEALTH HABIT grants you You a non-exclusive, non-sublicensable, revocable, non-transferable license to use the Services through the Website or by downloading and installing our Applications. THE SERVICES ARE FOR YOUR PERSONAL AND NON-COMMERCIAL USE. The Services, including the Website and the Applications, or any portion thereof, may not be reproduced, duplicated, copied, modified, sold, resold, distributed, visited, or otherwise exploited for any commercial purpose without the express written consent of HEALTH HABIT. Except as expressly set forth herein, this Agreement grants You no rights in or to the intellectual property of HEALTH HABIT or any other party. The license granted in this section is conditioned on Your compliance with the terms and conditions of this Agreement. In the event that You breach any provision of this Agreement, Your rights under this section will immediately terminate. When accessing the Services through the Applications that were downloaded from an app store or app distribution platform, such as the Apple App Store or Google Play, (the “App Provider”), You acknowledge and agree that: (a) this Agreement is concluded between us, and not with the App Provider, and that we are solely responsible for the Applications (not the App Provider); (b) the App Provider has no obligation to furnish any maintenance and support services with respect to the Applications; (c) in the event of any failure of the Applications to conform to any applicable warranty, (i) you may notify the App Provider and the App Provider will refund the purchase price for the Applications to you (if applicable), (ii) to the maximum extent permitted by applicable law, the App Provider will have access no other warranty obligation whatsoever with respect to the Applications, and (iii) any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility; (d) the App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the Applications or your possession and use of the on-lineApplications, FTP electronic feed or CDROM products provided by ProQuest to you as listed in the attached Fee Schedule , attached invoice or accepted purchase order (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials and all such rights and interests remain in ProQuest and its licensors. This License is granted to you at your principal location for the type(s) of access (whether remote or on-site only), number of simultaneous users and the network configuration specified on the Fee Schedule; additional authorized sites or locations must be listed on the Additional Sites/Member Libraries Schedule.
b) You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of ProQuest or its licensors. You may not use the Products to execute denial of service attacks nor may you perform automated searches against ProQuest's systems to the extent such searches unduly burden ProQuest's systems (including, but not limited to: (i) product liability claims; (ii) any claim that the app fails to automated "bots" conform to any applicable legal or link checkers). You may print regulatory requirement; and make copies (iii) claims arising under consumer protection or similar legislation; (e) in the event of materials retrieved through any third party claim that the Products only Applications or your possession and use of that Applications infringes that third party’s intellectual property rights, we will be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement; (f) the App Provider, and its subsidiaries, are third party beneficiaries of this Agreement as permitted in Section 1 (d) it relates to your license of the Applications, and that, upon your acceptance of the terms and conditions of this Agreement. You represent , the App Provider will have the right (and warrant will be deemed to ProQuest that you will not use have accepted the Products or any material retrieved from the Products right) to create products or perform services which compete or interfere with the publications and services of ProQuest or its licensors.
c) Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access enforce this Agreement as related to data and information, then, subject to any special restrictions your license of the copyright ownerApplications against you as a third party beneficiary thereof; and (g) you must also comply with all applicable third party terms of service when using the Applications. HEALTH HABIT provides the Services for informational purposes only. THE SERVICES DO NOT CONTAIN OR CONSTITUTE, you may AND SHOULD NOT BE INTERPRETED AS, MEDICAL ADVICE OR OPINION. HEALTH HABIT are not medical professionals, and do not provide public access to medical services or render medical advice. The Services are not a substitute for the advice of a medical professional, and retrieval of data and the information made available on or through the Products by or for walk-in public users while on-site. You will limit such use to the customary services provided to patrons and you will Services should not re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties either directly or indirectly, unless specifically authorized by ProQuest.
d) You may create printouts of materials retrieved through the Products via on-line printing, off-line printing, facsimilebe relied upon when making medical decisions, or electronic mail. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products shall be for your own internal to diagnose or personal use. Downloading of all treat a medical or parts of the Products in a systematic or regular manner so as to create a collection of materials comprising all or part of the Products is strictly prohibited whether or not such collection is in electronic or print form. Notwithstanding the above restrictions, this paragraph shall not restrict your use of the materials under the doctrines of "fair use" or "fair dealing" as defined under the laws of the United States, England, or German Copyright Law respectively.
e) Individual content providers or licensors may have conditions of use applicable solely to their content. Such conditions of use shall be displayed on the computer screen displays associated with such content and shall not materially alter your use of the Products.
f) If your subscription allows you to provide remote access to the Products, you will limit access to the Products to Authorized Users (defined below) through the use of user identification numbers and passwords, IP address verification or other secure method of user verification. You will immediately notify ProQuest if you believe one or more of your secure access method(s) is being misusedhealth condition. If you authorize feerequire medical advice or services, You should consult a medical professional. YOUR USE OF THE SERVICES DOES NOT CREATE A DOCTOR-per-article access to materials outside your subscription bundlePATIENT RELATIONSHIP BETWEEN YOU AND THE HEALHTY NAVEL. YOU HEREBY AGREE THAT, you are responsible for all charges incurred by users accessing the on-line products through your designated secure access method(s)BEFORE USING THE SERVICES, YOU SHALL CONSULT YOUR PHYSICIAN, PARTICULARLY IF YOU ARE AT RISK FOR PROBLEMS RESULTING FROM EXERCISE OR CHANGES IN YOUR DIET. The term "Authorized User" means:YOU KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ WEBSITE, APPLICATIONS AND SERVICES. YOU, ON BEHALF OF YOURSELF, YOUR PERSONAL REPRESENTATIVES AND YOUR HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY HEALTH HABIT AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES, SUBLICENSEES, SUCCESSORS, AND ASSIGNS FROM ANY AND ALL CLAIMS, ACTIONS OR LOSSES FOR BODILY INJURY, PROPERTY DAMAGE, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF THE SERVICES.
Appears in 1 contract
Sources: Terms of Use