Common use of Buyer Responsibilities Clause in Contracts

Buyer Responsibilities. Buyer will: (a) promptly perform its obligations identified in the applicable Proposal or Order; (b) promptly provide all information reasonably required or useful for performance of the Service, including completion of the Order, prior to commencement of the Services; (c) designate a business contact and a technical contact to coordinate Buyer’s personnel and act as a liaison; (d) seek all consents and permits and provide all notices required in connection with the completion of the Services; and (e) provide Honeywell with prompt access to Buyer’s systems and premises as set forth in Section 12(c) (Working Hours for Services) to the extent necessary during the performance of the Services. If Buyer fails to perform any of Buyer’s obligations, Honeywell will: (i) be excused from failure to perform any of Honeywell’s affected obligations under this Agreement; (ii) be entitled to a reasonable extension of time, and a reasonable reimbursement of additional costs or fees incurred as a result of the same; and (iii) not be responsible for any liability arising from such failure. Honeywell is not responsible or liable for any problems, unavailability, delay or security incidents arising from or related to: (A) conditions or events reasonably outside of Honeywell’s control; (B) cyberattack; (C) public internet and communications networks; (D) data, software, hardware, services, telecommunications, infrastructure or networking equipment not provided by Honeywell, or acts or omissions of third parties Buyer retains; (E) Buyer’s and/or Buyer’s users’ negligence or failure to use the latest version or follow Documentation; (F) modifications or alterations not made by Honeywell; (G) loss or corruption of data; (H) unauthorized access via Buyer’s credentials; or (I) Buyer’s failure to use commercially reasonable administrative, physical and technical safeguards to protect Buyer’s systems or data or follow industry-standard security practices.

Buyer Responsibilities. Buyer will: (a) promptly perform its obligations identified in the applicable Proposal or Order; (b) promptly provide all information reasonably required or useful for performance of the Service, including completion of the Order, prior to commencement of the Services; (c) designate a business contact and a technical contact to coordinate Buyer’s personnel and act as a liaison; (d) seek all consents and permits and provide all notices required in connection with the completion of the Services; and (e) provide Honeywell with prompt access to Buyer’s systems and premises as set forth in Section 12(c12(j) (Working Hours for Services) to the extent necessary during the performance of the Services. If Buyer fails to perform any of Buyer’s obligations, Honeywell will: (i) be excused from failure to perform any of Honeywell’s affected obligations under this Agreement; (ii) be entitled to a reasonable extension of time, and a reasonable reimbursement of additional costs or fees incurred as a result of the same; and (iii) not be responsible for any liability arising from such failure. Honeywell is not responsible or liable for any problems, unavailability, delay or security incidents arising from or related to: (A) conditions or events reasonably outside of Honeywell’s control; (B) cyberattack; (C) public internet and communications networks; (D) data, software, hardware, services, telecommunications, infrastructure or networking equipment not provided by Honeywell, or acts or omissions of third parties Buyer retains; (E) Buyer’s and/or Buyer’s users’ negligence or failure to use the latest version or follow Documentation; (F) modifications or alterations not made by Honeywell; (G) loss or corruption of data; (H) unauthorized access via Buyer’s credentials; or (I) Buyer’s failure to use commercially reasonable administrative, physical and technical safeguards to protect Buyer’s systems or data or follow industry-standard security practices.

Buyer Responsibilities. Xxxxx understands and agrees that Xxxxx will: (a) Limit access to the Materials to those of Xxxxx’s employees who have a need to access them in connection with the Purposes and who have agreed to use the Materials only in accordance with the terms of the Supplier SaaS Terms (“Permitted Users”). Xxxxx agrees not to give access to the Materials to any of Xxxxx’s contractors or consultants or to any third parties without Supplier’s prior written consent; (b) Undertake that each Permitted User will keep a secure password for their use of the Product and /or the Documentation, that such password will be changed frequently and that each Permitted User will keep their password confidential; (c) Abide by all state, local, national and international laws and regulations applicable to Buyer willand Buyer’s Permitted Users’ use of the Materials; (d) Be solely responsible for any breach of the Supplier SaaS Terms resulting from the activities that occur under Xxxxx’s account by any of Buyer’s Permitted Users, employees, contractors, consultants or third parties, regardless if Buyer authorized such activities or if they resulted from access by an unauthorized third party; (e) Upon request from Supplier, submit a report to Supplier certifying Buyer’s compliance with the terms of the Supplier SaaS Terms and/or allow Supplier to review Buyer’s compliance with the terms of the Supplier SaaS Terms upon reasonable notice and at reasonable times, such compliance review may involve an on-site review; (f) Maintain any and all proprietary notices on the Materials and reproduce any such proprietary notices on any copies of the User Manual Buyer make in the same manner as such notices appear in the original; (g) Be responsible for obtaining and maintaining all computer hardware, communications equipment and internet service needed to access and use the Product and for paying all third-party fees and access charges related to such equipment and services; (h) Notify Supplier as soon as Xxxxx learns of any failure of the functioning of the Product and/or Xxxxx’s ability to access the Product; (i) Not access, store, distribute, transmit or transfer any data, information or material during the course of Buyer’s use of the Materials that, notably: (a) promptly perform its obligations identified in the applicable Proposal is harmful, harassing, threatening, obscene, racially or Orderethnically offensive, discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, defamatory, infringing, and/or that more generally unlawful; (b) facilitates illegal activity, (c) depicts sexually explicit images, and the Supplier reserves the right, without liability or prejudice to its other rights to Buyer, to disable Buyer’s access to any material that breached this Section 4; (j) Use all reasonable endeavours to prevent any unauthorized access to, or use of, the Materials and, in the event of any such unauthorized access or use, promptly provide all information reasonably required or useful notify Supplier; (k) Be solely responsible, and Supplier will bear no responsibility for performance of the Service, including completion of the Order, prior to commencement of the Services(a) correctly inputting Buyer’s data; (b) decisions regarding data input (e.g. field definitions); (c) designate a business contact and a technical contact to coordinate errors or omissions in Buyer’s personnel and act as a liaisondata; (d) seek all consents Buyer’s choices with regard to configuring the Product’s options (e.g., filters and permits and provide all notices required in connection with the completion groupings); (e) Buyer’s interpretation of the Servicesreports generated through the Product; and (ef) provide Honeywell ensuring that the data being transferred is free of viruses; (l) Not use, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Material except as expressly allowed herein; (m) Not decompile, disassemble, reverse engineer or otherwise reduce to human perceivable form all or any part of the Product or attempt to obtain or modify the source code of the Product or use the Material to build a product or service that is competitive with prompt access the Product; (n) Not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit or otherwise make the Materials available to Buyer’s systems any third party except Buyer and premises as set forth in Section 12(cany Permitted Users; and (o) (Working Hours for Services) Where and to the extent necessary during the performance of the Services. If Buyer fails to perform that Supplier suffers or incurs any of Buyer’s obligationsdamage, Honeywell will: (i) be excused from failure to perform any of Honeywell’s affected obligations under this Agreement; (ii) be entitled to a reasonable extension of timeloss, and a reasonable reimbursement of additional costs liability or fees incurred expense as a result of the same; and (iii) not be responsible for any liability arising from such failure. Honeywell is not responsible or liable for any problems, unavailability, delay or security incidents arising from or related to: (A) conditions or events reasonably outside of Honeywell’s control; (B) cyberattack; (C) public internet and communications networks; (D) data, software, hardware, services, telecommunications, infrastructure or networking equipment not provided by Honeywell, or acts or omissions of third parties Buyer retains; (E) Buyer’s and/or use, use by Buyer’s users’ negligence Permitted Users, employees, contractors or failure to consultants or an unauthorized third party’s use of the latest version or follow Documentation; (F) modifications or alterations not made by Honeywell; (G) loss or corruption of data; (H) unauthorized access via Product through Buyer’s credentials; account, Xxxxx agrees to indemnify and hold Supplier harmless from and against such damage, loss, liability or (I) Buyerexpense, including any third party claim against Supplier with respect to any decisions made or actions taken by Buyer based on outputs obtained from Supplier’s failure to use commercially reasonable administrativeservices or deliverables, physical and technical safeguards to protect Buyer’s systems or data or follow industry-standard security practicesincluding the Product.

Buyer Responsibilities. Buyer will: (a) promptly perform its obligations identified in the applicable Proposal or Order; (b) promptly provide all information reasonably required or useful for performance of the Service, including completion of the Order, prior to commencement of the Services; (c) designate a business contact and a technical contact to coordinate Buyer’s personnel and act as a liaison; (d) seek all consents and permits and provide all notices required in connection with the completion of the Services; and (e) provide Honeywell with prompt access to Buyer’s systems and premises as set forth in Section 12(c) (Working Hours for Services) to the extent necessary during the performance of the Services. If Buyer fails to perform any of Buyer’s obligations, Honeywell will: (i) be excused from failure to perform any of Honeywell’s affected obligations under this Agreement; (ii) be entitled to a reasonable extension of time, and a reasonable reimbursement of additional costs or fees incurred as a result of the same; and (iii) not be responsible for any liability arising from such failure. Honeywell is not responsible or liable for any problems, unavailability, delay or security incidents arising from or related to: : (A) conditions or events reasonably outside of Honeywell’s control; (B) cyberattack; (C) public internet and communications networks; (D) data, software, hardware, services, telecommunications, infrastructure or networking equipment not provided by Honeywell, or acts or omissions of third parties Buyer retains; (E) Buyer’s and/or Buyer’s users’ negligence or failure to use the latest version or follow Documentation; (F) modifications or alterations not made by Honeywell; (G) loss or corruption of data; (H) unauthorized access via Buyer’s credentials; or (I) Buyer’s failure to use commercially reasonable administrative, physical and technical safeguards to protect Buyer’s systems or data or follow industry-standard security practices. 3.