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By Fiserv Sample Clauses

By Fiserv. Fiserv warrants that: (i) no contractual obligations exist that would prevent Fiserv from entering into this Agreement; (ii) it has the requisite authority to execute, deliver, and perform its obligations under this Agreement; and (iii) it will comply with all regulatory requirements applicable to Fiserv as a general supplier of software and technology services and its operations relating thereto used in the performance of its obligations under this Agreement; provided that, for the avoidance of doubt (i) Fiserv warrants that the Fiserv personnel performing the Services provided under the ASP Services Exhibit, the Maintenance Services provided under the Software Products Exhibit, and the Professional and Development Services provided under the Professional and Development Services Exhibit shall exercise due care. Client shall notify Fiserv in writing of any alleged warranty defect within 30 days of the date the defective Services were performed, and Fiserv shall correct such Services at no additional charge to Client. (ii) Fiserv warrants that, during the Warranty Period, the Software will perform in all material respects without the occurrence of a “Non-conformity” (as defined in the Software Products Exhibit”) when operated on the Computer System and in compliance with the Documentation, the Software Products Exhibit, and this Agreement. Fiserv will provide replacements or corrections to the Software that does not so perform where such failure is material in terms of Client’s ability to accurately process transactions in the normal course of business, provided Fiserv is notified in writing of such failure during the Warranty Period. This warranty shall not apply if the Non-conformity results from: (i) use of the Software in combination with any materials or software not provided or expressly approved by Fiserv; (ii) changes to the Software made by Client or any Third Party; or (iii) by use of the Software other than in accordance with the Documentation, the Software Products Exhibit or this Agreement, including without limitation Use in violation of Section [3] of the Software Products Exhibit. Client acknowledges that all Software is designed to operate on the applicable Computer System and that the warranties given by Fiserv are conditional upon the procurement and maintenance by Client of the Computer System in accordance with the then current specified configuration. (iii) If the Software has been delivered by Fiserv on physical media, Fiserv warrant...
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By Fiserv. Fiserv warrants that: (i) no contractual obligations exist that would prevent Fiserv from entering into this Agreement; (ii) it has the requisite authority to execute, deliver, and perform its obligations under this Agreement; and (iii) it will comply with all laws, rules and regulatory requirements applicable to Fiserv’s operations used in the performance of its obligations under this Agreement.
By Fiserv. Fiserv represents and warrants that: (1) it is a Wisconsin corporation, duly organized, validly existing, and in good standing under the laws of Wisconsin; (2) it has all requisite power and authority to execute, deliver, and perform its obligations hereunder; (3) the execution, delivery, and performance of this Agreement are duly authorized; (4) it shall comply with all applicable Federal, state, and local laws and
By Fiserv. Fiserv shall indemnify, defend and hold harmless, each of Northern Trust, the Northern Trust Agents, and their respective affiliates, officers, employees and directors from and against any Losses arising out of or relating to (1) any claim by a third party that Services, Developed Software developed by Fiserv or Fiserv Agents, Fiserv Software, or Systems infringe on any third party’s proprietary rights (except as may have been caused by modification by Northern Trust or Northern Trust Agents); (2) any claim by a third party in respect of services or systems provided by Fiserv or Fiserv Agents to such third party (including customers of Northern Trust); (3) any claim based on the personal injury (including death) or damage to property received or sustained (a) by reason of any act or omission, whether negligent or otherwise, to the extent caused by Fiserv or Fiserv Agents; and (b) at any Fiserv locations including premises owned, leased, licensed, subleased, or sublicensed by Fiserv, or other Fiserv property; (4) except as may arise pursuant to Section 24.1(1), any claim by a third party arising out of the use by Northern Trust, Northern Trust Agents, Northern Trust affiliates, Fiserv, or Fiserv Agents of any Fiserv Third Party Software (except as may be caused by Northern Trust’s or Northern Trust Agents’ use of Fiserv Third Party Software in violation of Fiserv Third Party Software licenses); (5) any costs incurred by Northern Trust resulting from a Fiserv breach of a representation or warranty in this Agreement; and (6) any fees and expenses incurred in enforcement of this indemnity by Northern Trust.
By Fiserv. Fiserv shall indemnify Northern Trust, Northern Trust Agents, and Northern Trust's officers, employees and directors from, and defend Northern Trust, Northern Trust Agents, and Northern Trust's officers, employees and directors against, any Losses arising out of or relating to (1) any claim by a third party that Services, Developed Software developed by Fiserv or Fiserv Agents, Fiserv Software, or Systems infringe on any third party's proprietary rights (except as may have been caused by modification by Northern Trust or Northern Trust Agents); (2) any claim by a third party in respect of services or systems provided by Fiserv to such third party; (3) any claim based on a Fiserv act or omission in its capacity as an employer and arising out of or relating to (a) Federal, state, or other laws or regulations for the protection of persons or members of a protected class or category of persons; (b) sexual discrimination or harassment; (c) work-related injury or death;
By Fiserv 

Related to By Fiserv

  • By Microsoft Microsoft will defend Customer against any third-party claim to the extent it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope of the license granted under this agreement (unmodified from the form provided by Microsoft and not combined with anything else), misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, as its option, either: (1) modify or replace the Product or fix with a functional equivalent; or (2) terminate Customer’s license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Customer’s continued use of a Product or Fix after being notified to stop due to a third- party claim.

  • SERVICE MONITORING, ANALYSES AND ORACLE SOFTWARE 11.1 We continuously monitor the Services to facilitate Oracle’s operation of the Services; to help resolve Your service requests; to detect and address threats to the functionality, security, integrity, and availability of the Services as well as any content, data, or applications in the Services; and to detect and address illegal acts or violations of the Acceptable Use Policy. Oracle monitoring tools do not collect or store any of Your Content residing in the Services, except as needed for such purposes. Oracle does not monitor, and does not address issues with, non-Oracle software provided by You or any of Your Users that is stored in, or run on or through, the Services. Information collected by Oracle monitoring tools (excluding Your Content) may also be used to assist in managing Oracle’s product and service portfolio, to help Oracle address deficiencies in its product and service offerings, and for license management purposes. 11.2 We may (i) compile statistical and other information related to the performance, operation and use of the Services, and (ii) use data from the Services in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses i and ii are collectively referred to as “Service Analyses”). We may make Service Analyses publicly available; however, Service Analyses will not incorporate Your Content, Personal Data or Confidential Information in a form that could serve to identify You or any individual. We retain all intellectual property rights in Service Analyses. 11.3 We may provide You with the ability to obtain certain Oracle Software (as defined below) for use with the Services. If we provide Oracle Software to You and do not specify separate terms for such software, then such Oracle Software is provided as part of the Services and You have the non-exclusive, worldwide, limited right to use such Oracle Software, subject to the terms of this Agreement and Your order (except for separately licensed elements of the Oracle Software, which separately licensed elements are governed by the applicable separate terms), solely to facilitate Your use of the Services. You may allow Your Users to use the Oracle Software for this purpose, and You are responsible for their compliance with the license terms. Your right to use any Oracle Software will terminate upon the earlier of our notice (by web posting or otherwise) or the end of the Services associated with the Oracle Software. Notwithstanding the foregoing, if Oracle Software is licensed to You under separate terms, then Your use of such software is governed by the separate terms. Your right to use any part of the Oracle Software that is licensed under the separate terms is not restricted in any way by this Agreement.

  • Evaluation Software If the Software is an evaluation version or is provided to You for evaluation purposes, then, unless otherwise approved in writing by an authorized representative of Licensor, Your license to use the Software is limited solely for internal evaluation purposes in non-production use and in accordance with the terms of the evaluation offering under which You received the Software, and expires 90 days from installation (or such other period as may be indicated within the Software). Upon expiration of the evaluation period, You must discontinue use of the Software, return to an original state any actions performed by the Software, and delete the Software entirely from Your system and You may not download the Software again unless approved in writing by an authorized representative of Licensor. The Software may contain an automatic disabling mechanism that prevents its use after a certain period of time. RESTRICTIONS

  • By Contractor Should the Contractor be liable for any payments to the State hereunder, interest, late payment charges and collection fee charges will be determined and assessed pursuant to Section 18 of the State Finance Law.

  • Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: xxxxx://xxxxxxx.xxxxxxxx.xxx/guides/signer-guide- signing-system-requirements.

  • Computer Equipment Recycling Program If this Contract is for the purchase or lease of computer equipment, then Contractor certifies that it is in compliance with Subchapter Y, Chapter 361 of the Texas Health and Safety Code related to the Computer Equipment Recycling Program and the Texas Commission on Environmental Quality rules in 30 TAC Chapter 328.

  • Procurement of Recovered Materials In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired

  • Licensed Software Computer program(s) provided by Contractor in connection with the Deliverables, subject to Section 14 of this Contract.

  • Testing-the-Waters Materials If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

  • No Improper Use of Materials During his or her employment with the Company, Employee will not improperly use or disclose any Confidential Information or trade secrets, if any, of any former employer or any other person to whom Employee has an obligation of confidentiality, and Employee will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom Employee has an obligation of confidentiality unless consented to in writing by that former employer or person.

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