By Content Partner Sample Clauses

By Content Partner. If the Content Partner Service or GO Network-Wrapped Pages hosted by Content Partner do not meet the following performance standards (which shall be measured by the GO Entities), and such failure is not due to force majeure events or the failure of any third party services, hardware, software or telecommunications systems not controlled by Content Partner, one or both of the GO Entities shall notify the Content Partner in writing and Content Partner shall cure the breach within 24 hours. In the event of more than 3 performance failures pursuant to this Section 12.2.b.i in any 30 day period, the GO Entities shall have the right to terminate, without providing an opportunity to cure. Termination of this Agreement shall be the GO Entities' sole remedy for such performance failures. The performance standards are as follows:
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By Content Partner. Content Partner may terminate this Agreement upon thirty (30) days prior written notice to Infoseek in the event the number of "Click-Throughs" for a given month is less than 25,000. Termination shall be 14 Content Partner's sole remedy in the event monthly Click-Throughs are less than 25,000, provided however, that Infoseek may provide Content Partner with run-of-site advertising placement to achieve an average of 25,000 Click-Throughs per month in consideration for Content Partner not terminating the Agreement pursuant to this Section 9.2.b; provided however, that Content Partner may not exercise such right to terminate prior to three (3) months after the Effective Date.
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By Content Partner. Content Partner shall indemnify, defend, and hold harmless Tribal against all Losses arising out of or resulting from any claim, suit, action, or proceeding (each, an “Action”) by third party unaffiliated with Tribal related to or arising out of a claim that the Licensed Content or Content Partner's Marks, or Tribal's use thereof solely in compliance with this Agreement, infringes a U.S. Intellectual Property Right of any third party or violates any U.S. Law. The foregoing obligation shall not apply to Losses for which Tribal is required to indemnify Content Partner pursuant to Section 7.2.
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By Content Partner. Subject to the terms and conditions of this Agreement, Content Partner hereby grants to OmniSky a non-exclusive, non-transferable, royalty-free license for the Term of the Agreement to use Content Partner's trademarks, trade names, icons and logos ("Content Partner Trademarks"), solely in connection with marketing the OmniSky Service and the availability of the Content Partner's Content on the OmniSky Service. OmniSky shall comply with any usage guidelines which may be provided to OmniSky by Content Partner from time to time, and upon request by Content Partner, shall furnish Content Partner with samples of OmniSky's usage of the Content Partner Trademarks for prior approval by Content Partner. All right, title and interest in and to the Content Partner Trademarks shall remain in Content Partner. OmniSky shall not challenge Content Partner's ownership of such Content Partner Trademarks, or use or adopt any trademarks which are similar to such Content Partner Trademarks.
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By Content Partner. Subject to the terms and conditions of this Agreement, Content Partner hereby grants AvantGo a nonexclusive, non-transferable, revocable, worldwide license to use Content Partner's trademarks, trade names and logos set forth on EXHIBIT A (the "CONTENT PARTNER TRADEMARKS") solely in connection with the display of the Channel through the Service and the marketing of the Content and AvantGo products, including the Service. AvantGo shall comply with any usage guidelines which may be provided to AvantGo by Content Partner from time to time. AvantGo shall not challenge the Content Partner's ownership of such Content Partner marks.
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By Content Partner. Content Partner shall own all right, title and interest in and to the Content, Content Partner Trademarks and other intellectual property rights pertaining thereto. Except as expressly provided herein, nothing in this Agreement shall confer in AvantGo any right of ownership in, or license to, the Content or other intellectual property rights pertaining thereto. AvantGo shall not challenge Content Partner's ownership of such trademarks or related intellectual property rights. AvantGo shall keep the Content and the Content Partner Trademarks free and clear of all claims, liens and encumbrances.
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By Content Partner. Content Partner will indemnify, defend and hold harmless AvantGo and its other content partners, vendors, licensors, partners, licensees, and their respective subsidiaries, affiliates, directors, officers, employees and representatives from any and all liabilities, losses, expenses (including reasonable attorney's fees), costs and damages of any kind arising out of or relating to any third party claim that the Content or Content Partner Trademark violates, infringes or misappropriates such third party's intellectual property rights or other legal rights, or that it contains material or information that is false, deceptive, misleading, obscene, defamatory, libelous, slanderous or that violates any right of publicity or privacy. Content Partner agrees that each party named in this section shall be deemed a third party beneficiary of this Section.
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By Content Partner. Content Partner (referred to in this Section as the "indemnifying party") agrees to indemnify, hold harmless, reimburse and defend Channelseek, and Channelseek's officers and directors (each being referred to in this Section as the "indemnified party"), from and against any claim, suit, action, or other proceeding brought against the indemnified party arising out of or in connection with (i) the indemnifying party's breach of any representation, warranty, covenant or obligation in this Agreement; (ii) any grossly negligent or wrongful act or omission of the indemnifying party with respect to the subject matter of this Agreement; or (iii) a claim that any material, product, information or data or service produced, distributed, offered or provided by the indemnifying party (including, without limitation, any material presented on any site on the Internet, produced, maintained or published by the indemnifying party, but excluding Hypertext Links to sites on the Internet produced, maintained or published by a third party) infringes in any manner, any copyright, patent, trademark, trade secret or any intellectual property right of any third party. The indemnifying party will pay any and all Damages awarded against or otherwise incurred by the indemnified party in connection with or arising from any such claim, suit, action or other proceeding;
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Related to By Content Partner

  • Licensee Licensee represents and warrants that:

  • Licensor any Person from whom a Grantor obtains the right to use any Intellectual Property. Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property. Lien Waiver: an agreement, in form and substance satisfactory to Collateral Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Collateral Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Collateral Agent, and agrees to deliver the Collateral to Collateral Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Collateral Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Collateral Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Collateral Agent the right, vis-à-vis such Licensor, to enforce Collateral Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.

  • Third Party Content Certain of the Service Content may be owned by third parties, as may be designated within the Services from time to time (“Third Party Content”). Our inclusion of any Third Party Content is not an endorsement of such content and we disclaim a l representations and warranties with respect to such Third Party Content in its entirety. Additiona ly, the Services may contain links to other Internet websites and services owned by third parties (“Third Party Services”). Any use of Third Party Services is at your own risk and subject to the terms of use with respect to such Third Party Services. We have no control over Third Party Services, and we disclaim a l representations and warranties with respect to such Third Party Services in their entirety. Any transactions you undertake with Third Party Services, including payment transactions, are solely between you and the applicable Third Party Services. You understand and agree that under no circumstances sha l we be responsible for or liable to anyone in connection with your use of Third Party Services and any transactions conducted with such Third Party Services. You agree to direct any questions, complaints, or claims related to a Third Party Service to such Third Party Service.

  • By Licensee Except for claims for which Oracle is obligated to indemnify Licensee under Section 7.2, Licensee shall defend, at Licensee's expense, any and all claims brought against Oracle, and shall pay all damages awarded by a court of competent jurisdiction, or such settlement amount negotiated by Licensee, arising out of or in connection with Licensee's reproduction, development or distribution of product(s) developed using the TCK. Licensee's obligation to provide a defense under this Section 7.5 shall arise provided that Oracle: (a) provides notice of the claim promptly to Licensee; (b) gives Licensee sole control of the defense and settlement of the claim; (c) provides to Licensee, at Licensee's expense, all available information, assistance and authority to defend; and (d) has not compromised or settled such proceeding without Licensee's prior written consent.

  • By Licensor Licensor will indemnify, defend and hold harmless Licensee and its Affiliates, and their respective directors, officers and employees (“Licensee Indemnitees”) from and against any and all Third Party Claims and associated Liabilities to the extent arising directly or indirectly from any material breach by Licensor of the terms of this Agreement..

  • PRODUCER Provide the producer’s name, address (including country), e-mail address, and telephone number, if different from the certifier or exporter or, if there are multiple producers, state “Various” or provide a list of producers. A person who wishes for this information to remain confidential may state “Available upon request by the importing authorities”. The address of a producer shall be the place of production of the good in a Party’s territory.

  • Testing-the-Waters Materials If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

  • License; Use Upon delivery to an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person of the Fund of software enabling the Fund to obtain access to the System (the “Software”), Custodian grants to the Fund a personal, nontransferable and nonexclusive license to use the Software solely for the purpose of transmitting Written Instructions, receiving reports, making inquiries or otherwise communicating with Custodian in connection with the Account(s). The Fund shall use the Software solely for its own internal and proper business purposes and not in the operation of a service bureau. Except as set forth herein, no license or right of any kind is granted to the Fund with respect to the Software. The Fund acknowledges that Custodian and its suppliers retain and have title and exclusive proprietary rights to the Software, including any trade secrets or other ideas, concepts, know-how, methodologies, or information incorporated therein and the exclusive rights to any copyrights, trademarks and patents (including registrations and applications for registration of either), or other statutory or legal protections available in respect thereof. The Fund further acknowledges that all or a part of the Software 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 tot the Software inconsistent with the foregoing acknowledgement, nor shall the Fund attempt to decompile, reverse engineer or modify the Software. The Fund may not xxx, sell, lease or provide, directly or indirectly, any of the Software of 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 Software or on any media containing the Software. The Fund shall reproduce any such notice on any reproduction of the Software and shall add any statutory copyright notice or other notice to the Software or media upon Custodian’s request.

  • Advertising and Promotional Materials The Purchaser acknowledges and agrees that the Vendor shall have the right to use drawings, photographs, videos or other depictions of the interior and/or exterior of the Dwelling and/or the Subdivision or any components or features thereof in any promotional or advertising materials without notice to or consent from the Purchaser being required in any manner whatsoever.

  • Promotional Materials In the event that the Fund or the Adviser makes available any promotional materials related to the Securities or the transactions contemplated hereby intended for use only by registered broker-dealers and registered representatives thereof by means of an Internet web site or similar electronic means, the Adviser will install and maintain, or will cause to be installed and maintained, pre-qualification and password-protection or similar procedures which are reasonably designed to effectively prohibit access to such promotional materials by persons other than registered broker-dealers and registered representatives thereof.

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