ESSENTIAL THIRD PARTIES Sample Clauses

ESSENTIAL THIRD PARTIES. 3.1. You acknowledge and agree that the InterPayments Solution may be incorporated into, bundled with, or dependent upon products and services furnished by Third Party Providers. You hereby authorize InterPayments to bind Licensee to the end-user license agreement proffered by its payment gateway provider(s) for the purpose of establishing Licensee as a customer of its payment gateway provider(s). 3.2. Notwithstanding the preceding, under no circumstances will Your obligations under this Agreement be restricted, impaired, invalidated or otherwise affected in any manner whatsoever because of any product or service provided by any Third-Party Providers, whether or not these are incorporated into, bundled with or required by the InterPayments Solution. 4. GRANT OF LICENSES/SERVICES 4.1. Software License 4.1.1. Subject to the terms of this Agreement, we hereby grant to You and each authorized User, a limited, non-transferable, non-exclusive, revocable license to execute the InterPayments Solution. 4.1.2. You shall not: 4.1.2.1. market, distribute, export, translate, transmit, merge, modify, transfer, adapt, loan, rent, lease, assign, share, sub-license or make available to another Person (save a User) the InterPayments Solution, in any way, in whole or in part without prior approval from InterPayments 4.1.2.2. download, install and/or execute the InterPayments Solution on any electronic device on which the operating system and/or any other software (commonly referred to as “application” or “app”) that has been hacked, rooted, jail-broken, altered, adapted or otherwise modified by You or any other Person without the approval of the manufacturer of supplier of such device 4.1.2.3. use the InterPayments Solution on a time-sharing, multiple CPU, or multiple-user arrangement or in conjunction with any service bureau model except to the extent access is granted to only other authorized Users under this Agreement 4.1.2.4. reverse engineer, decompile, or disassemble the InterPayments Solution or electronically transfer it into another language 4.1.2.5. create any derivative works of any part of the InterPayments Solution 4.1.2.6. change or remove any proprietary rights notices or other legal markings which appear in the InterPayments Solution; (vii) disable, alter, or circumvent any security mechanism contained in the InterPayments Solution; or (viii) otherwise use the InterPayments Solution except as contemplated or authorized herein. 4.1.3. All rights not expressly ...
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Related to ESSENTIAL THIRD PARTIES

  • Proprietary Information of Third Parties No third party has claimed or has reason to claim that any person employed by or affiliated with the Company has (a) violated or may be violating to any material extent any of the terms or conditions of his employment, non-competition or non-disclosure agreement with such third party, (b) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information or documentation of such third party, or (c) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees, or has requested information from the Company that suggests that such a claim might be contemplated. To the best of the Company’s knowledge, no person employed by or affiliated with the Company has improperly utilized or proposes to improperly utilize any trade secret or any information or documentation proprietary to any former employer, and to the best of the Company’s knowledge, no person employed by or affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any product or proposed product or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe there will be any such employment or violation. To the best of the Company’s knowledge, none of the execution or delivery of this Agreement and the other related agreements and documents executed in connection herewith, or the carrying on of the business of the Company as officers, employees or agents by any officer, director or key employee of the Company, or the conduct or proposed conduct of the business of the Company, will materially conflict with or result in a material breach of the terms, conditions or provisions of or constitute a material default under any contract, covenant or instrument under which any such person is obligated.

  • Liability to Third Parties The Member shall not be liable for the debts, obligations or liabilities of the Company, including under a judgment, decree or order of a court.

  • Sale to Third Party If the Company, after receiving the Sale Notice, fails to exercise its option as provided in Section 3.2, or if it declines to exercise the same, the Participant shall be entitled to transfer the Vested Shares to the third party on the terms contained in the Offer, and shall be entitled to have his Vested Shares transferred on the books of the Company, but only if the third party purchaser agrees to be bound by the terms of this Agreement applicable to Vested Shares. If the Participant fails to close the transfer of his Vested Shares within sixty (60) days after the option of the Company has expired or been waived, the restrictions contained in this Article III shall again apply and must be met prior to effecting any transfer of Vested Shares. Any transfer of Vested Shares by the Participant to any unaffiliated third party shall comply with all applicable securities laws, and the Company may refuse to transfer any Vested Shares unless it receives such assurance and opinions from legal counsel acceptable to the Company that any such transfer is in compliance with all applicable securities laws.

  • CONFIDENTIAL/TRADE SECRET MATERIALS a. Contractor Confidential, trade secret or proprietary materials as defined by the laws of the State of New York must be clearly marked and identified as such upon submission by the Bidder. Marking the Bid as “confidential” or “proprietary” on its face or in the document header or footer shall not be considered by the Commissioner or Authorized User to be sufficient without specific justification as to why disclosure of particular information in the Bid would cause substantial injury to the competitive position of the Bidder. Bidders/Contractors intending to seek an exemption from disclosure of these materials under the Freedom of Information Law must request the exemption in writing, setting forth the reasons for the claimed exemption. Acceptance of the claimed materials does not constitute a determination on the exemption request, which determination will be made in accordance with statutory procedures. Properly identified information that has been designated confidential, trade secret, or proprietary by the Bidder will not be disclosed except as may be required by the Freedom of Information Law or other applicable State and federal laws.

  • Protection of Third Parties No person (including a purchaser) dealing with the Agent or a Receiver or its or his agents will be concerned to enquire: (a) whether the Secured Liabilities have become payable; (b) whether any power which the Agent or a Receiver is purporting to exercise has become exercisable or is being properly exercised; (c) whether any money remains due under the Finance Documents; or (d) how any money paid to the Agent or to that Receiver is to be applied.