Order Schedules Clause Samples
Order Schedules. A. Neither Licensee nor any of its Affiliates (as defined in Section 2B below) shall have access to or use of any of the Indices and/or Marks unless such entity enters into an Order Schedule as set forth herein. Licensee’s use of an Index and any related Marks in connection with a Product is subject to additional terms and restrictions set forth in the Order Schedule for such Product. When executed by Licensee and S&P, each Order Schedule shall constitute a separate agreement and, except for any provisions herein that are specifically excluded or modified in such Order Schedule, shall incorporate therein the terms and conditions of this Agreement. In the event of any conflict between the terms of this Agreement and the terms of any Order Schedule, the terms of the Order Schedule shall prevail with respect to that Order Schedule only. Except as may be specifically provided for in writing by authorized representatives of each party, any modifications contained in any Order Schedule shall not modify this Agreement with respect to any other Order Schedule.
B. An Affiliate of Licensee may, upon mutual consent of S&P and such Affiliate, enter into Order Schedules under this Agreement, which Order Schedules shall govern such Affiliate’s use of any Indices and/or Marks under this Agreement. For purposes of this Agreement, an “Affiliate” shall mean an entity either directly or indirectly Controlled by, Controlling or under common Control with the entity named as Licensee above. “Control” means an equity voting interest of greater than fifty percent (50%) or the sole power to direct or cause the direction of the management or policies of the entity, whether through the ability to exercise voting power, by contract, or otherwise. Unless otherwise specified in the Order Schedule, Licensee and its Affiliate(s) specified in the Order Schedule shall be jointly and severally liable for such Affiliate’s breaches of the Order Schedule.
Order Schedules. This Agreement will be implemented through one or more written orders that reference this Agreement and contain such information as generally illustrated in Exhibit A attached hereto, setting forth the applicable Coinbase Services, the Supported Network(s) and Service Fees (“Order Schedules”). Unless explicitly set forth otherwise, the terms of each Order Schedule, including without limitation, the Service Fees and any addition or change to or deviation from the terms of this Agreement, will apply only with respect to the Coinbase Services and Supported Network(s) specified in such Order Schedule.
Order Schedules. Each Order Schedule is an independent obligation of the Parties, and each Order Schedule if not entered into as of the Order Effective Date shall commence as of the commencement date set forth in (or if not specified, as of the date last set forth in the signature area of) the relevant Order Schedule.
Order Schedules. The Order Schedules between the Parties shall set forth the Subscription Service and other Services to be provided by Provider to Customer and the Fees and expenses associated therewith. Each Order Schedule and each amendment thereto shall be signed by both Parties and include a reference to this Agreement. The provisions of this Agreement shall control over any conflicting provisions in an Order Schedule. An Order Schedule may contain additional terms that are applicable only to such Order Schedule, provided, however, that the terms do not conflict with the provisions of this Agreement and the Parties both sign such Order Schedule.
Order Schedules. The Terms and Conditions set forth in this Coverity Product License Agreement and the Order Schedule(s) accepted by both you and Coverity contain all terms and conditions applicable to your use of the Software (collectively, the "Agreement"). An "Order Schedule" is a document from Coverity or its authorized distributor which references the applicable Coverity Product License Agreement and identifies the specific Software and rights being licensed to you under those terms, including the License Type, quantity, license term, territory and the Code Base. The Order Schedule also sets forth the fees and payment terms for the Software licenses (the "license transaction"). You must refer to a copy of the applicable Order Schedule to determine these conditions of the Agreement. If you do not receive any other document executed by Coverity referencing the license transaction, a Coverity invoice referencing this Agreement and issued in response to your correct purchase order shall be Coverity’s acceptance of the license transaction. Additional or different terms on your purchase order shall not apply.
Order Schedules. Customer shall furnish to Seller with each Purchase Order a schedule of deliveries specifying the quantity of each SKU or model of Product to be delivered to Customer under the Purchase Order (the “Order Schedule”). The Purchase Order shall not establish a firm commitment until accepted by the Seller. Purchase Orders that are not rejected by Seller in writing within one business day of receipt shall be deemed to be accepted. Lead times for fulfillment of all Purchase Orders shall conform with the Lead Time Schedule included in Exhibit 1. If the original Purchase Order is accepted by Seller, the Order Schedule shall establish firm delivery commitments for Products for Seller and Customer, which neither Party can alter unilaterally. Except in a force majeure event as set forth in Section 10.1 herein, ▇▇▇▇▇▇ agrees that it will meet or exceed a [***] on time order fill rate each calendar month during the term of this Agreement. Seller’s fill rate for a given month is calculated by dividing the total number of units delivered on time (without material defect and in conformance with the Specifications) in accordance with the delivery requirements of this Agreement by the total number of units ordered for such Product during such month.
Order Schedules. Additional Custom Indices may in the future be added to this Agreement if S&P and Licensee both execute additional Order Schedules identifying the same. When executed by Licensee and S&P, each individual Order Schedule shall incorporate therein the terms and conditions of this Agreement, except for any provisions herein that are specifically excluded or modified in such Order Schedule, and, together with this Agreement, shall constitute a separate Contract. In the event of any conflict between the terms of this Agreement and the terms of any Order Schedule, the terms of the applicable Order Schedule shall prevail with respect to such conflicting terms.