TITLE AND LIMITATIONS Clause Samples

TITLE AND LIMITATIONS. This is a license and subscription to use the Schemaport Products and Services during the term of your subscription, not a transfer of title to the Schemaport Products and Services. Schemaport LLC retains ownership of the Schemaport Products and Services. You are granted no implied licenses to any other intellectual property rights other than as specifically granted herein. You acknowledge that the Schemaport Products and Services contain trade secrets of Schemaport LLC, its suppliers, or licensors, including but not limited to, the specific internal design and structure of individual programs and associated interface information. Accordingly, except as otherwise expressly provided under this Agreement, you shall have no right, and you specifically agree not to: (i) make error corrections to, or otherwise modify or adapt, the Schemaport Products and Services or to create derivative works based upon the Schemaport Products and Services, or permit third parties to do the same; (ii) reverse engineer or decompile, decrypt, disassemble or otherwise reduce the Schemaport Products and Services to human-readable form, except to the extent otherwise expressly permitted under applicable law notwithstanding this restriction; (iii) use or permit the Schemaport Products and Services to be used for commercial use beyond its general use by you in the operation of your business or to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without the express written authorization of Schemaport LLC; (iv) disclose, provide, or otherwise make available trade secrets contained within the Schemaport Products and Services in any form, to any third party without the prior written consent of Schemaport LLC; or (v) use the Schemaport Products and Services to develop any software application or similar products and services. You acknowledge and agree that Schemaport LLC reserves the right to remotely prevent access to and/or use of the Schemaport Products and Services in the event that (i) Schemaport LLC becomes aware, from you or otherwise, of unauthorized access or use of the Schemaport Products and Services by any third party using any user name, password, or other login credentials of you, or (ii) this Agreement is terminated. You may provide feedback to Schemaport LLC with respect to the Schemaport Products and Services. Notwithstanding any provision of the Agreement to the contrary, Schemaport LLC may use such feedback for any purpo...
View Source
TITLE AND LIMITATIONS. This is a license, not a transfer of title, to the CrashPlan Software and Documentation. Code 42 retains ownership of all copies of the CrashPlan Software and Documentation. You are granted no implied licenses to any other intellectual property rights other than as specifically granted herein. You acknowledge that the CrashPlan Software and Documentation contain trade secrets of Code 42, its suppliers, or licensors, including but not limited to, the specific internal design and structure of individual programs and associated interface information. Accordingly, except as otherwise expressly provided under this Agreement, you shall have no right, and you specifically agree not to: 1. transfer, assign or sublicense its license rights to another person or entity and you acknowledge that any attempted transfer, assignment, sublicense or use shall be void; 2. make error corrections to, or otherwise modify or adapt, the CrashPlan Software or to create derivative works based upon the CrashPlan Software, or permit third parties to do the same; 3. reverse engineer or decompile, decrypt, disassemble or otherwise reduce the CrashPlan Software to human-readable form, except to the extent otherwise expressly permitted under applicable law notwithstanding this restriction;
View Source
TITLE AND LIMITATIONS. Title to and ownership of the Software shall remain with NEXUS, and nothing herein shall be construed as a transfer thereof pursuant to this Agreement. All rights to patents, copyrights, trademarks and trade secrets, confidentiality and proprietary provisions and other intellectual property rights in and to the Software shall remain with NEXUS, and nothing herein shall be construed as a transfer thereof pursuant to this Agreement. Without derogating from Section 6.8 and Section 16, AMS shall not, nor authorize or permit any other party to, (i) transfer or otherwise convey the Software or any part thereof, and (ii) reverse engineer, disassemble, decompile or otherwise attempt to derive the source code of the Software or create derivative works based on the Software.
View Source

Related to TITLE AND LIMITATIONS

  • Exceptions and Limitations For the avoidance of doubt, where Exceptions and Limitations apply to Your use, this Public License does not apply, and You do not need to comply with its terms and conditions.

  • Exclusions and Limitations 2.1 Disclaimer a) To the extent permitted by law, the warranties in this Limited Warranty are the only express warranty given for the Product. BYD disclaims all statutory and implied warranties, including without limitation, any warranties of merchantability, fitness for a particular purpose, or non-infringement. To the extent permitted by law, in so far as such warranties cannot be disclaimed, BYD limits the duration and remedies of such warranties to the duration of this Limited Warranty and, at BYD's option, the repair or replacement services described below. b) Neither seller of the Product nor any other person is authorized to make any warranties on behalf of BYD other than those contained in this document or to extend the duration of the warranties beyond the periods specified above.

  • Restrictions and Limitations (a) The Trust shall not lend assets of the Trust to any officer or Trustee of the Trust or to any officer, director, or stockholder (or partner of a stockholder) of, or person financially interested in, the investment adviser or any underwriter of the Trust, or to the investment adviser of the Trust or to any underwriter of the Trust. (b) The Trust shall not restrict the transferability or negotiability of the shares of the Trust, except in conformity with the statements with respect thereto contained in the Trust's Registration Statement, and not in contravention of such rules and regulations as the SEC may prescribe. (c) The Trust shall not permit any officer or Trustee of the Trust, or any officer, director, or stockholder (or partner of a stockholder) of the investment adviser or any underwriter of the Trust to deal for or on behalf of the Trust with himself as principal or agent, or with any partnership, association or trust in which he has a financial interest; provided that the foregoing provisions shall not prevent, to the extent consistent with applicable securities laws: (1) officers and Trustees of the Trust from buying, holding, redeeming, or selling shares in the Trust, or from being officers, directors, or stockholders (or partners of a stockholder) of or otherwise financially interested in the investment adviser or any underwriter of the Trust; (2) purchases or sales of securities or other property by the Trust from or to an affiliated person or to the investment adviser or any underwriter of the Trust, if such transactions are not prohibited by the 1940 Act or have been exempted by SEC order from the prohibitions of the 1940 Act; (3) purchases of investments for the portfolio of the Trust through a securities dealer who is, or one or more of whose partners, stockholders, officers, or directors is, an officer or Trustee of the Trust, if such transactions are handled in the capacity of broker only and commissions charged do not exceed customary brokerage charges for such services; (4) employment of legal counsel, registrar, transfer agent, dividend disbursing agent, or custodian who is, or has a partner, stockholder, officer, or director who is, an officer or Trustee of the Trust, if only customary fees are charged for services to the Trust; (5) sharing statistical research, legal and management expenses and office hire and expenses with any other investment company in which an officer or Trustee of the Trust is an officer, trustee, or director or otherwise financially interested.

  • Conditions and Limitations The admission of any Person as a Substituted Member or an Additional Member shall be conditioned upon (i) such Person’s written acceptance and adoption of all the terms and provisions of this Agreement, either by (A) execution and delivery of a counterpart signature page to this Agreement countersigned by the Managing Member on behalf of the Company or (B) any other writing evidencing the intent of such Person to become a Substituted Member or an Additional Member and such writing is accepted by the Managing Member on behalf of the Company.

  • Survival; Limitations (a) All covenants and agreements of the parties contained in this Agreement shall survive each of the Contribution, the IPO and the Distribution. The rights and obligations of ▇▇▇▇ Foods, WhiteWave and each of their respective Indemnified Parties under this Agreement shall survive the sale, assignment or other transfer by any party of any Assets or Liabilities. (b) The amount of any Damages for which indemnification is provided under this Agreement shall be net of any amounts actually recovered by the Indemnified Party from any third Person (including amounts actually recovered under insurance policies) with respect to such Damages. An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provision hereof, have any subrogation rights with respect thereto. If any Indemnified Party recovers an amount from a third Person in respect of Damages for which indemnification is provided in this Agreement after the full amount of such indemnifiable Damages has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such indemnifiable Damages and the amount received from the third Person exceeds the remaining unpaid balance of such indemnifiable Damages, then the Indemnified Party shall promptly remit to the Indemnifying Party the excess (if any) of (X) the sum of the amount theretofore paid by such Indemnifying Party in respect of such indemnifiable Damages plus the amount received from the third Person in respect thereof, less (Y) the full amount of such indemnifiable Damages. (c) Unless otherwise required by any Final Determination (as such term is defined in the Tax Matters Agreement), the parties agree that any indemnification payments made by one party to another party pursuant to this Agreement after the Deconsolidation Date (as such term is defined in the Tax Matters Agreement) shall, to the extent permissible under applicable law, be treated for all Tax and financial accounting purposes as contributions or distributions, as appropriate, made immediately prior to the Deconsolidation Date. If it is determined that the receipt or accrual of any payment is subject to Tax, such payment shall be increased so that the amount of such increased payment reduced by the amount of all Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax deductions resulting from the payment of such Taxes) shall equal the amount of the payment which the party receiving such payment would otherwise be entitled to receive pursuant to this Agreement. (d) Notwithstanding the joint and several indemnification obligations of each Group as set forth in Sections 8.1 and 8.2, the parties agree that the indemnification obligation of any ▇▇▇▇ Foods Group Member or WhiteWave Group Member, as applicable, for Damages shall be satisfied by a direct payment from ▇▇▇▇ Foods or WhiteWave, as applicable, to the other party irrespective of which Group Member is found liable for Damages. (e) Notwithstanding anything to the contrary in this Agreement, (i) to the extent there is any inconsistency between the terms of this Article VIII and the provisions of the Tax Matters Agreement, the Tax Matters Agreement shall govern and (ii) to the extent the Employee Matters Agreement specifically provides indemnification with respect to certain employee-related WhiteWave Liabilities, the Employee Matters Agreement shall govern with respect to that indemnification. To the extent indemnification is not provided in such Ancillary Documents, the terms of this Agreement shall govern. (f) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY ANCILLARY DOCUMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS GROUP MEMBERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY AN INDEMNIFIED PARTY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER OR THEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A PERSON WHO IS NOT A MEMBER OF EITHER GROUP IN CONNECTION WITH A THIRD-PARTY CLAIM, SUCH DAMAGES SHALL CONSTITUTE DIRECT DAMAGES AND NOT SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 8.4(f). (g) Notwithstanding a party’s knowledge of any breach by the other party of any representation, warranty, covenant or agreement contained in this Agreement or any Ancillary Document or any facts or circumstances potentially giving rise to a claim under this Agreement or any Ancillary Document (and regardless of how such party shall have acquired such knowledge), such party shall have the right to consummate the transactions provided for herein, and all of such party’s rights and remedies shall be preserved without regard to its knowledge of such information. (i) Notwithstanding anything herein to the contrary, in no event shall any Indemnified Party be entitled to receive payment of damages under this Agreement to the extent that such Indemnified Party has received payments in respect of such Damages pursuant to any rights to indemnification or otherwise under any Ancillary Documents.