Licensed Database definition
Examples of Licensed Database in a sentence
Licensor is willing to grant to Licensee licenses for the Licensed Patents, the Licensed Database IP, the Domains, the Licensed Software, and the Licensed Marks, and in the event of a Trigger Event to assign to Licensee the Assigned IP (as defined below), all on the terms and subject to the conditions set forth herein.
For the avoidance of doubt, Licensor shall have the right to use and exploit, and to grant third parties the right to use and exploit, the Licensed Database IP for any purpose, including for purposes competitive with the Business, in any and all territories.
Licensee may use the Software for the creation and maintenance of one database ("the Licensed Database") for the facility designated in the Invoice ("the Facility" or "the Licensed Facility").
LookSmart agrees that no URL link(s) added to the Licensed Database by any user(s) of the LookSmart Primary Web Site will be counted towards the number of URL links, including Additional Links, delivered under Sections 2.1 or 2.2 above, unless such URL link(s) has been reviewed and submitted by LookSmart as independently meeting the criteria required by this Agreement.
Such assistance shall include without limitation a "walkthrough" of the data schema of the Licensed Database immediately after the Effective Date.
In consideration of the rights granted Microsoft as to the Licensed Database in Section 4.1 above and the technical support to be provided Microsoft as set forth in Section 6 above, Microsoft will pay LookSmart on the Effective Date the sum of [**] (the "Licensed Database Consideration").
LookSmart's addition of the Additional Links to the Licensed Database will be the top priority for LookSmart's editorial team and the engineering group required to support them (including, without limitation, any other work not covered by this Agreement), provided that nothing herein shall limit LookSmart's obligations under this Agreement.
Looksmart agrees to provide Microsoft with one (1) copy of the Licensed Database, current as of the Effective Date and including as of the Effective Date a minimum of [**] unique URL links that are also available to users of the LookSmart Primary Web Sire, as SQL Server data in character-mode BCP format, including BCP scripts, any table and view scripts and the agreed data, on a CD-ROM no later than three (3) business days following the Effective Date.
The total amount of principal and accrued interest owed by LookSmart to Microsoft as of the Effective Date under the Financing Agreement shall be applied as an offset against the Licensed Database Consideration, and as of the Effective Date (i) no further draw downs under the Financing Agreement shall be permitted, (ii) the Financing Agreement shall automatically be terminated, and (iii) neither Party shall have any further obligation to the other under the Financing Agreement.
Within ninety (90) days of the Effective Date and without limiting any other of LookSmart's obligations under this Agreement, LookSmart agrees to add an additional [**] unique published URL links with all appropriate associated content, commentary, taxonomy and documentation (the "Additional Links") to the Licensed Database.