Restrictions and Representations Clause Samples

Restrictions and Representations. Except as expressly authorized in this Agreement, Customer will not, and shall ensure that Authorized Users and Clients do not, directly or indirectly: (i) resell, transfer or broker the Reports except as expressly set forth herein in Section 2.1 or Section 2.2; (ii) allow the publication of the Reports or allow the Reports to be displayed publicly within the meaning of the United States Copyright Act except as expressly permitted by Section 2.2; (iii) commingle, merge or append any Reports or information contained therein with any separate file or data bank without the prior written consent of Vertical IQ unless such activity is in the normal course of business such as internal documents or files; (iv) modify, reverse engineer, disassemble or decompile the Reports or the Vertical IQ Technology, or attempt to determine any portion of the source code or any trade secrets with respect to the Reports or the Vertical IQ Technology, or prepare derivative works based on the Reports or the Vertical IQ Technology; (v) sublicense or subcontract the right to reproduce the Reports or the Vertical IQ Technology; (vi) remove, obscure, or alter any notice of copyright, trademark, or other Proprietary Right appearing in or on any item included with the Reports or the Vertical IQ Technology; (vii) circumvent or attempt to circumvent any methods employed by Vertical IQ to control access to the components, features or functions of the Reports or the Vertical IQ Technology, or to prevent unauthorized use of the Reports or the Vertical IQ Technology; (viii) use the Reports or the Vertical IQ Technology in any commercially hosted or service bureau environment; (ix) use or authorize or permit any third party to use any “robot,” “spider” or other automatic device, or a program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor, copy, scrape, or reverse engineer any of the web pages, data or content found on the Portal;
View SourceView Similar (2)
Restrictions and Representations. 5.1 Lawful Use The Services is solely for lawful purposes and use. You are responsible for ensuring that all use of the Services is in accordance with this Agreement. You are solely responsible for ensuring that your use of the Services complies with all applicable laws, statutes, ordinances, regulations, rules and other government authority. The Services is provided subject to this standard commercial agreement and qualifies as commercial computer Services within the meaning of the applicable government acquisition laws. Services shall not be used to display, support, develop, supply or market the physical effects of violence (including, without limitation, blood, ▇▇▇▇ and organs) on humans or human-like characters, explicit sexual content, sex crimes, disparagement of ethnic or religious groups, racial epithets, profane language or hate speech. 5.2 Compliance You agree 1. Not to interfere or disrupt networks connected to ▇▇▇▇▇▇▇’s services. 2. To comply with all regulations, policies and procedures of networks connected to the services. 3. Not to use the services to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or any third party’s rights of publicity or privacy. 4. Not to post, distribute, or otherwise make available or transmit any computer file that contains a virus, Trojan, adware, or other malware 5. Not to attempt to gain unauthorized access to other computer systems. 6. Not to create an Application that functions substantially the same as the Services and offer it for use by third parties 7. Not to transmit any unlawful, harassing, libelous, defamatory, racist, indecent, abusive, violent, threatening, intimidating, harmful, vulgar, obscene, offensive or otherwise objectionable material of any kind or nature. 5.3 Export You represent a warranty that you are not located in and will not modify, export or re-export, either directly or indirectly, the Services to any country or entity under United States restrictions or to any country or entity subject to applicable trade sanctions. The United States restricted country and persons list is subject to change without notice from Snowbot, and you must comply with the list as it exists in fact. Snowbot SHALL NOT BE LIABLE FOR YOUR VIOLATION OF ANY SUCH EXPORT OR IMPORT LAWS, WHETHER UNDER UNITED STATES LAW OR FOREIGN LAW.
View Source
Restrictions and Representations 
View SourceView Similar (6)

Related to Restrictions and Representations

  • Covenants and Representations (1) Borrower represents and warrants that there have not been during the period of Borrower's possession of any interest in the Property and, to the best of its knowledge after reasonable inquiry, there have not been at any other times, any activities on the Property involving, directly or indirectly, the use, generation, treatment, storage or disposal of any Hazardous Substances except in compliance with Applicable Law (i) under, on or in the land included in the Property, whether contained in soil, tanks, sumps, ponds, lagoons, barrels, cans or other containments, structures or equipment, (ii) incorporated in the buildings, structures or improvements included in the Property, including any building material containing asbestos, or (iii) used in connection with any operations on or in the Property. (2) Without limiting the generality of the foregoing and to the extent not included within the scope of this Section 8.2(b), Borrower represents and warrants that it is in full compliance with Applicable Law and has received no notice from any Person or any governmental agency or other entity of any violation by Borrower or its Affiliates of any Applicable Law. (3) Borrower shall be solely responsible for and agrees to indemnify FINOVA, protect and defend FINOVA with counsel reasonably acceptable to FINOVA, and hold FINOVA harmless from and against any claims, actions, administrative proceedings, judgments, damages, punitive damages, penalties, fines, costs, liabilities (including sums paid in settlements of claims), interest or losses, attorneys' fees (including any fees and expenses incurred in enforcing this indemnity), consultant fees, expert fees, and other out-of-pocket costs or expenses actually incurred by FINOVA (collectively, the "Environmental Costs"), that may, at any time or from time to time, arise directly or indirectly from or in connection with: (i) the presence, suspected presence, release or suspected release of any Hazardous Substance whether into the air, soil, surface water or groundwater of or at the Property, or any other violation of Applicable Law, or (ii) any breach of the foregoing representations and covenants; except to the extent any of the foregoing result from the actions of FINOVA, its employees, agents and representatives. All Environmental Costs incurred or advanced by FINOVA shall be deemed to be made by FINOVA in good faith and shall constitute Obligations hereunder.

  • Warranties and Representations 9.3.1 The Supplier warrants and represents that:- (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its Parent Company) to enter into and perform its obligations under the Contract; (b) the Contract is executed by a duly authorised representative of the Supplier; (c) in entering the Contract it has not committed any Fraud; (d) as at the Commencement Date, all information, statements and representations contained in the Tender for the Services are true, accurate and not misleading save as may have been specifically disclosed in writing to the Authority prior to execution of the Contract and it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such information, statement or representation to be false or misleading; (e) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of its knowledge and belief, pending or threatened against it or its assets which will or might affect its ability to perform its obligations under the Contract; (f) it is not subject to any contractual obligation, compliance with which is likely to have an adverse effect on its ability to perform its obligations under the Contract; (g) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Supplier or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Supplier’s assets or revenue; (h) it owns, has obtained or is able to obtain valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (i) the Services shall be provided and carried out by appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (j) in the three (3) years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax laws and regulations in the jurisdiction in which it is established; and (k) it has not done or omitted to do anything which could have an adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract.

  • Seller’s Warranties and Representations The matters set forth in this Section 11.1 constitute representations and warranties by Seller which are now and (subject to matters contained in any notice given pursuant to the next succeeding sentence) shall, in all material respects, at the Closing be true and correct. If Seller learns of, or has a reason to believe that any of the representations and warranties contained in this Article 11 may cease to be true and correct, Seller shall give prompt notice to Purchaser (which notice shall include copies of the instrument, correspondence, or document, if any, upon which Seller’s notice is based) and, in such event, Purchaser may terminate this Agreement, upon written notice to Seller, without recourse against Seller; provided, however; Seller cannot act voluntary in a manner which would cause a representation and warranty to become materially incorrect or inaccurate. As used in this Section 11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the actual current knowledge of ▇▇▇▇ ▇▇▇▇▇▇▇, with respect to water and sewage issues only, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ whom Seller represents to be the representatives of Seller having the responsibility for the management and sale of the Golf Course and accordingly the individuals responsible for being informed of matters relevant to this Agreement. There shall be no duty imposed or implied to investigate, inspect, or audit any such matters, and there shall be no imputed or personal liability on the part of such individuals. To the extent Purchaser has or acquires actual knowledge prior to the Closing Date that these representations and warranties are inaccurate, untrue or incorrect in any way, Purchaser may proceed to Closing without reduction in the Purchase Price and without recourse against Seller for such misrepresentation, in which even such representation or warranties shall be deemed modified to reflect Purchaser’s actual knowledge.

  • GENERAL WARRANTIES AND REPRESENTATIONS The Borrower warrants and represents to the Agent and the Lenders that except as hereafter disclosed to and accepted by the Agent and the Majority Lenders in writing:

  • Survival of Warranties and Representations The parties hereto agree that all warranties and representations of the parties survive the closing of this transaction.