LICENSE AND USE 2.1 Subject to the terms and conditions of this Agreement, Polar hereby grants You, and You accept, a royalty-free, non-transferable, non-exclusive, worldwide and limited license to use the Licensed Materials solely for the purposes of proprietary application or services development and/or setting their priorities in application development purposes interacting through AccessLink with Polar Ecosystem, as well as to distribute the software parts of the Licensed Materials in binary form and grant sublicense to use Licensed Materials to Your Corporate Customers, if applicable, but then always under Your own license terms and conditions protecting sufficiently, but in no case with less stringent terms than in this Agreement Polar’s Intellectual Property Rights, the use and handling of Data and Licensed Materials and Member’s privacy settings. Any other use of the AccessLink is strictly prohibited. 2.2 In no event You may copy, export, re-export, sublicense, rent, loan, lease, disclose, sell, market, commercialize, re-license, otherwise transfer to any third party (other than Your Corporate Customers) or use or permit use of the Licensed Materials in any manner inconsistent with or not expressly permitted under this Agreement. You shall not (or attempt to) itself or permit others to decompile, reverse engineer, or disassemble, derive or determine the source code (including the logic, protocols or specifications incorporated or implemented therein) of the Licensed Materials or enable any disabled logic, protocols or specifications incorporated or implemented in the Licensed Materials. You may not use, or permit others use the Licensed Materials in creating a service similar to or competing with Polar Ecosystem and the primary purpose of your application and service shall be extending and improving the Member’s experience. There are no implied licenses or other implied rights granted under this Agreement, and all rights, save for those expressly granted hereunder, shall remain with Polar and its licensors. Also, any and all licenses with respect to Polar or third party patents (including essential patents) are specifically excluded from the scope of this Agreement, and those licenses need to be acquired separately from Polar or the respective right holders, as the case may be. 2.3 Your application or service must not interfere or attempt to interfere in any manner with the proper working of Polar Ecosystem, or any related Polar service, application or activity. Load testing without prior approval by Polar will be construed as interfering with the proper working of Polar Ecosystem and may result in blacklisting of Your application or service by Polar. Polar may use any technical means to overcome such interference, including without limitation, suspending or terminating access to the Polar Ecosystem. Your application or service must pass a consistent and accurate identification of itself to Polar Ecosystem as outlined in the Polar AccessLink API documentation (link). Except as expressly permitted by Polar, You may not use any automated means (e.g., scraping and robots) other than Your application or software to access, query or otherwise collect Data or any other information from Polar Ecosystem, or any Web site owned or operated by Polar.
License of Intellectual Property Each Party (a “Licensor”) grants the other Party (a “Licensee”) the non-exclusive, royalty-free, paid-up, worldwide, irrevocable, right, during the term of this Agreement, to use the Licensor’s Intellectual Property solely for the purposes of this Agreement and to carry out the Party’s functions consistent with its responsibilities and authority as set forth in the enable legislation and regulations. Such licenses shall not give the Licensee any ownership interest in or rights to the Intellectual Property of the Licensor. Each Licensee agrees to abide by all third-party license and confidentiality restrictions or obligations applicable to the Licensor’s Intellectual Property of which the Licensor has notified the Licensee in writing.
Third Party Use You may allow your agents, contractors and outsourcing service providers (each a “Permitted Third Party”) to use the Product(s) licensed to you hereunder solely for your benefit in accordance with the terms of this ▇▇▇▇ and you are responsible for any such Permitted Third Party’s compliance with this ▇▇▇▇ in such use. Any breach by any Permitted Third Party of the terms of this ▇▇▇▇ will be considered your breach.
Purpose and Use These Terms and Conditions (the “Terms”) apply to the purchase of items by Buyer. The Products or Services, as applicable, may be more fully described in the Specification (defined below). Changes to these Terms are not part of the Contract unless ▇▇▇▇▇ expressly agrees to them in writing. Section 3 describes how the Parties may enter into a binding contract for the Products or Services.
Unauthorised Use of Intellectual Property a) The Supplier/Service Provider agrees to notify Transnet in writing of any conflicting uses of, and applications of registrations of Patents, Designs and Trade Marks or any act of infringement, unfair competition or passing off involving the Intellectual Property of Transnet of which the Supplier/Service Provider acquires knowledge and Transnet shall have the right, as its own option, to proceed against any party infringing its Intellectual Property. b) It shall be within the sole and absolute discretion of Transnet to determine what steps shall be taken against the infringer and the Supplier/Service Provider shall co-operate fully with Transnet, at Transnet’s cost, in whatever measure including legal action to bring any infringement of illegal use to an end. c) The Supplier/Service Provider shall cooperate to provide Transnet promptly with all relevant ascertainable facts. d) If proceedings are commenced by Transnet alone, Transnet shall be responsible for all expenses but shall be entitled to all damages or other awards arising out of such proceedings. If proceedings are commenced by both Parties, both Parties will be responsible for the expenses and both Parties shall be entitled to damages or other awards arising out of proceedings.