Service Bureau License Sample Clauses

Service Bureau License. In connection with the Service Bureau License, Exchange shall provide maintenance and support services for the Licensed Software in accordance with Appendix E. Such services will be provided only to VAR (not to any Strategy Affiliate) on an annual basis, commencing on the Effective Date, provided that maintenance and support services for years after the first year will only be provided (and fees will only be payable hereunder) if such services are requested by VAR. VAR shall pay to Exchange the applicable Fees specified in Exhibit A within thirty (30) days of the Effective Date and within thirty (30) days of each anniversary thereafter. VAR shall designate no more than one (1) system manager, and one (1) designated alternate in the event the System Manager is not available, for receipt of maintenance and support services from Exchange.
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Service Bureau License. Within fifteen (15) days after the end of each Reporting Quarter during the term of this Agreement, VAR shall report the number of Strategy Affiliates designated by VAR for purposes of the Service Bureau during such quarter, and pay to Exchange the applicable license fee and first year's annual maintenance fee set forth in Exhibit B in respect of such new Strategy Affiliates; provided, however, during the initial term of this Agreement, VAR shall not be obligated to pay any license fees under this Section 5.3 in excess of eight million dollars ($8,000,000). At the time of such quarterly payments, VAR shall pay the annual maintenance fee set forth in Exhibit B in respect of each Strategy Affiliate, the anniversary of whose designation by VAR occurred during such quarter.
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Service Bureau License. Licensee and its Affiliates are hereby granted a License (“Service Bureau License”) to use the Licensed Software solely for Licensee’s internal business purposes or to provide the capabilities afforded by the Licensed Software to third parties purchasing services directly from Licensee (“Service Bureau Customers”) under agreements between Licensee and such customers (“Service Bureau Agreements”) provided that Licensee continues to make Service Bureau payments to Licensor in accordance with this Agreement.
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Service Bureau License. During the term of this Agreement and subject to its terms and conditions Hyperion grants to Partner a non-exclusive perpetual right to install and use the Software in conjunction with the Partner Product to enable Partner to act as a Service Bureau Provider to End Users within the Territory. Service Bureau Provider's use of the Software is subject to the Software copy and use restrictions described in this Agreement and in the Hyperion Software License and Services Agreement, which is attached to this Agreement as Exhibit D, and any Software copy and use restrictions as provided by Hyperion from time to time for Software products not currently included in the attached Hyperion Software License and Services Agreement. In the event of conflict between the terms of this Agreement and the Hyperion Software License and Services Agreement, the terms of this Agreement shall prevail with respect to this Service Bureau license. Partner shall submit written orders to Hyperion or make copies from its master copy as authorized by Section 2(g) above for Software to be used on Service Bureau Servers. Partner may also use Service Bureau Partners to act as a Service Bureau Providers to End Users within the Territory. All Service Bureau Partners shall comply with the limitations, restrictions and other terms and conditions of this Agreement relating to the role of the Service Bureau Provider. Partner shall be solely responsible for ensuring the compliance of all Service Bureau Partners with the terms of this Agreement. Partner agrees to indemnify Hyperion from and against any actual monetary liability or damages (including reasonable attorneys' fees) suffered by Hyperion from any claim by an End User against Hyperion due to provision of service bureau services by Partner or Service Bureau Partner to such End User, to the extent that such claim is not attributable to the performance or operation of the Software itself.
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Related to Service Bureau License

  • Sub-licensing The Licensee shall be entitled to grant sub-licences of its rights under this Agreement to any person, provided that:

  • Technology License 4.1 Unless any event described in Article 2.2 or 2.3 of this Agreement occurs, all of the technology required to be licensed for any of Party B’s business shall be provided by Party A on an exclusive basis. Party A will try its best to license Party B to use the technology owned by Party A, or re-license Party B to use the technology as approved by the owner.

  • Third Party License Pursuant to 15 U.S.C. § 3710a(b)(1)(B), if PHS grants Collaborator an exclusive license to a CRADA Subject Invention made solely by an ICD employee or jointly with a Collaborator employee, the Government will retain the right to require Collaborator to grant to a responsible applicant a nonexclusive, partially exclusive, or exclusive sublicense to use the CRADA Subject Invention in Collaborator’s licensed field of use on terms that are reasonable under the circumstances; or, if Collaborator fails to grant a license, to grant a license itself. The exercise of these rights by the Government will only be in exceptional circumstances and only if the Government determines (i) the action is necessary to meet health or safety needs that are not reasonably satisfied by Collaborator, (ii) the action is necessary to meet requirements for public use specified by federal regulations, and such requirements are not reasonably satisfied by Collaborator; or (iii) Collaborator has failed to comply with an agreement containing provisions described in 15 U.S.C. § 3710a(c)(4)(B). The determination made by the Government under this Paragraph is subject to administrative appeal and judicial review under 35 U.S.C. § 203(2).

  • Intellectual Property; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property License 20.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party.

  • Software License Subject to the terms of this Agreement, Viasat grants to you a personal, non-exclusive, non-assignable and non-transferable license to use and display the software provided by or on behalf of Viasat (including any updates) only for the purpose of accessing the Service ("Software") on any computer(s) on which you are the primary user or which you are authorized to use. Our Privacy Policies provide important information about the Software applications we utilize. Please read the terms very carefully, as they contain important disclosures about the use and security of data transmitted to and from your computer. Unauthorized copying of the Software, including, without limitation, software that has been modified, merged or included with the Software, or the written materials associated therewith, is expressly forbidden. You may not sublicense, assign, or transfer this license or the Software except as permitted in writing by Viasat. Any attempt to sublicense, assign or transfer any of the rights, duties or obligations under this license is void and may result in termination by Viasat of this Agreement and the license. You agree that you shall not copy or duplicate or permit anyone else to copy or duplicate any part of the Software, or create or attempt to create, or permit others to create or attempt to create, by reverse engineering or otherwise, the source programs or any part thereof from the object programs or from other information made available under this Agreement.

  • Protection and Registration of Intellectual Property Rights (a) (i) Protect, defend and maintain the validity and enforceability of its Intellectual Property; (ii) promptly advise Bank in writing of material infringements of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent.

  • License IO, which owns certain intellectual property rights to the name “Masterworks” hereby grants the Company effective upon the commencement of the Offering, a non-exclusive, royalty free license to use the name “Masterworks”. Other than with respect to this license, the Company will have no legal right to use the “Masterworks” name. In the event that the Administrator ceases to administer the Company’s operations, the Company will be required to change its name to eliminate the use of “Masterworks”.

  • Development License Subject to the terms and conditions of this XXXX, You are licensed to perform an installation of the SOFTWARE for an unlimited use in designing, testing and creating Developed Software by unlimited Developers on one or more computers.

  • Third Party Licenses If (a) in the opinion of outside patent counsel to Licensee, Licensee, or any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; provided, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters.

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