Smarter Agent Applications definition
Examples of Smarter Agent Applications in a sentence
CincyMLS must notify Smarter Agent in writing, within thirty (30) days following the date on which CincyMLS determines that the Smarter Agent Platform or Smarter Agent Applications fail to operate in substantial conformance with the Documentation.
Section 7.3 and this Section 7.4 state the entire and sole liability of Smarter Agent for infringement by the Smarter Agent Applications or underlying Smarter Agent Platform or other Smarter Agent Software or service or any part thereof.
Smarter Agent, however, shall not be liable for any use of any Smarter Agent Applications or underlying Smarter Agent Platform or other Smarter Agent Software or service made six (6) months after Smarter Agent has delivered written instructions to CincyMLS to cease using the applicable Software or service.
Smarter Agent hereby grants to CincyMLS a limited license to the Smarter Agent Marks solely to identify CincyMLS as a customer and licensee of Smarter Agent and to promote the Smarter Agent Applications solely in accordance with Smarter Agent’s trademark usage guidelines as provided to CincyMLS1.
As between Smarter Agent and CincyMLS, the Smarter Agent Applications, the Smarter Agent Platform, and all Intellectual Property Rights therein or relating thereto (including derivative works, but not including any of the Listings Data), are and shall remain the exclusive property of Smarter Agent or its licensors, whether or not specifically recognized or perfected under applicable law.
Smarter Agent hereby grants to CincyMLS a limited, non-exclusive, non-transferable, non-sublicensable and revocable right and license to market and resell subscriptions to use Smarter Agent Applications as set forth on any applicable Exhibit and in accordance with the terms and subject to the conditions of this Agreement.
Smarter Agent shall perform the Professional Services and provide the Smarter Agent Platform and Smarter Agent Applications listed in this Agreement and on applicable current and future Exhibits.
CincyMLS shall not rent, lease, sublicense, resell or provide access to the Smarter Agent Platform or the Smarter Agent Applications on a time-share or service- bureau basis.
Smarter Agent represents and warrants that the Smarter Agent Platform and Smarter Agent Applications will operate in substantial compliance with the written documentation related thereto (“Documentation”).
Smarter Agent’s sole obligation and CincyMLS’s sole remedy with respect to any failure of the Smarter Agent Platform or Smarter Agent Applications to substantially conform to the Documentation is for Smarter Agent to use its best efforts to remedy any such failure as soon as practicable, and if such failure is not remedied in a reasonable, agreed upon time, for CincyMLS to terminate this Agreement upon written notice to Smarter Agent in accordance with Section 9.7 hereof.