Client Obligations. Client shall ensure that each Authorized User shall keep a secure password for its use of the Services, that such password shall be changed frequently and that each Authorized User password shall be kept confidential. Client shall:
7.2.1 timely provide all necessary cooperation and information as may be reasonably required by Productsup in order to provide the Services;
7.2.2 and shall procure that its Authorized Users shall: (i) use the Services in accordance with the terms and conditions of the Agreement; (ii) comply with all applicable laws and regulations with respect to its activities under the Agreement; (iii) only use the Services for lawful purposes; and (iv) conduct Client’s business with the highest of ethical standards and fairness. Client shall be liable for any breach of the Agreement by its Authorized Users;
7.2.3 be solely responsible for procuring and maintaining network connections and telecommunications links;
7.2.4 use all reasonable efforts to prevent any unauthorized access to, or use of, the Services and, in the event of any such unauthorized access or use, promptly notify Productsup;
7.2.5 be solely responsible for the accuracy, completeness, design, appropriateness, creation, maintenance, and updating of all Client Data in the use of the Services. Productsup shall not be liable for any errors or inaccuracies in (i) any information provided by Client; (ii) any Client Data, or (iii) any changes or modifications to any Client Data by Productsup upon Client’s written instructions, beyond its responsibility to accurately reproduce such Client Data on Client’s instruction;
7.2.6 be solely responsible for the creation and maintenance of the technical environment IT infrastructure regarding access to the Services, including, without limitation to the used hardware and operating systems and providing the latest browsing software; for the avoidance of doubt, it is made clear that using a supported browser is the only technical requirement that is needed to access the Productsup Platform; a list of supported browsers for the use of the Productsup Platform can be found under xxxxx://xxxxxxxx.xxxxxxxxxx.xxx/help/5041; and
7.2.7 be responsible for obtaining all necessary licenses and consents required to use Client Data, if any, and including without limitation those from the owners or licensees of any third-party information) and Client warrants and represents that such licenses and consents have been obtained. Client shall not and shall procure...
Client Obligations. 3.1 The Client warrants and represents that:
3.1.1 it shall co-operate with Centaur as required for the proper performance of the Services;
3.1.2 it shall provide, for Centaur, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur or any of them for the proper performance of the Services;
3.1.3 all information it has provided to Centaur in relation to the Services as at the date of the Order Form is accurate, complete and is not misleading and it shall provide, in a timely manner, such further information and Client Material as Centaur may require for the proper performance of the Services, and ensure that such information and Client Material is accurate, complete and not misleading;
3.1.4 it shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services;
3.1.5 it shall inform Centaur of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises;
3.1.6 it shall only use the Services for internal business purposes and, without prejudice to the foregoing, shall not use the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any of the products or services provided by Centaur;
3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and
3.1.8 it shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to start.
3.2 If Centaur's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
Client Obligations. Client shall fulfill its obligations and responsibilities as set forth in this Agreement and the SOW so that Spirent can perform the Services efficiently and effectively. Client is responsible for the operation and security of its applications and the information technology environment in which the Services are to be performed. Client agrees that it shall have the sole responsibility for protecting and backing up its systems, networks, applications, content, and data used in connection with the Services. Client shall secure and provide to Spirent any rights and licenses necessary to allow Spirent to perform the Services. Client shall ensure the cooperation and performance of its employees and contractors as well as the accuracy and completeness of data and information provided to Spirent that are necessary to perform the Services. Client shall make and be responsible for all decisions and actions based or related to advice and recommendations provided by Spirent in connection with the performance of the Services hereunder. Client shall be liable for all Spirent owned equipment while in Client’s possession or control and, if lost or. damaged or not returned to Spirent upon expiration of the engagement, Client agrees to pay for such equipment upon receipt of an invoice referencing this Agreement. Equipment received by Spirent from Client more than five (5) calendar days after the end of engagement shall be subject to a fifteen (15%) per month late fee based on the list price of the equipment.
Client Obligations. 11.1. You hereby severally covenant and warrant to us:
a) that you shall at all times and in a timely, complete and accurate manner provide, or cause to be provided, to us such information, records and financial statements as are necessary in order to permit us to provide the Services and to ensure that the Services are being carried out in accordance with all applicable legislation;
b) you shall promptly deliver to us, to allow Xxxxxx Xxxxxxx Tax to comply with its obligations pursuant to the Agreement, all documents, notices and information in a format and time requirement as requested by us relating to the Agreement;
c) that we shall not be required to incur any expense in the discharge of our respective obligations or make any payment in relation to the Services save in circumstances where we have received sufficient funds in advance or we will be reimbursed forthwith for having incurred such expense or made such payment;
d) that the activities or proposed activities involved in the Services will not breach the laws (to include, for the avoidance of doubt, the fiscal or exchange control laws) of any relevant jurisdiction;
e) that you will supply the required KYC/CDD documentation in a manner satisfactory to us from the outset in accordance with our requirements.
11.2. You hereby confirm to, and for the benefit of, us that you have not, and will not, at any time engage in any activity, practice or conduct which would constitute an offence under the UK Bribery Act 2010 (as may be amended from time to time).
Client Obligations. In addition to making all required payments, Client shall (a) cooperate with Marketing 360® in all matters relating to the Services and provide access to Client’s Google Adwords and Analytics accounts as necessary; (b) respond promptly to questionnaires and any reasonable request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Marketing 360® to perform Services in accordance with the requirements of this Agreement; and (c) provide such customer materials or information as Marketing 360® may reasonably request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects.
Client Obligations. (a) Throughout the Term, Client shall: (i) ensure that Event(s) shall be organized and fulfilled by Client in accordance with Applicable Laws at all times; (ii) fully comply with all its obligations to Customers in relation to Event(s) arising from the sale of Tickets by SeeTickets on Client's behalf; (iii) fully comply with any reasonable requests for information from SeeTickets regarding the status of Event(s) and/or Client's creditworthiness; (iv) inform SeeTickets as soon as possible if any individual Event for which Tickets are or have been made available by SeeTickets will or may be cancelled, postponed or otherwise fulfilled in a manner different to previously promoted or marketed; (v) provide SeeTickets with accurate and up-to-date information in respect of Event(s), including, without limitation detailed seating plans and information relating to capacity and (where relevant) seating configuration and pricing; (vi) ensure that all advertising and promotional material for Event(s) shall include the Booking Information, and ensure that, unless otherwise agreed, the position of the Booking Information on such material is no less prominent than any other bookings telephone number or website address on the material; (vii) promptly and efficiently deal with any complaint, dispute or after-sales inquiry relating to Tickets or SeeTickets raised by a Customer of which Client becomes aware; and (viii) give SeeTickets reasonable notice if at any time it expects that the volumes of sales of Tickets will be materially higher or lower than the volumes that SeeTickets would expect under normal circumstances.
(b) Client represents and warrants that: (i) it has the full right and authority to enter into the Agreement, to grant the rights granted therein, and to fully perform its obligations thereunder; (ii) all Tickets sold pursuant to the Agreement may be lawfully sold by SeeTickets; (iii) it shall be responsible for obtaining all licenses, registrations, permits or approvals necessary or advisable for the promotion and sale of Tickets by SeeTickets; (iv) all information provided by Client to SeeTickets, including without limitation financial statements, settlement reports, Ticket sales data, schedules of Event(s) expenses, entity ownership information, and Venue contracts, whether verbally or in writing, is true; and (v) it shall comply with all Applicable Laws, including without limitation domestic and foreign anti-corruption laws.
(c) Client hereby represents a...
Client Obligations. Client agrees that it shall have the sole responsibility for protecting and backing up its systems, networks, applications, content, and data used in connection with the services. Client shall make and be responsible for all decisions and actions based or related to advice and recommendations provided by Spirent in connection with the performance of the services hereunder.
Client Obligations. In connection with the Services provided under each SOW, Client shall, at all times and diligently and in good faith, comply with Xxxxxxx’x reasonable requests to furnish Winmill, at Client’s expense: (i) all technical matter, data, information and operating supplies, together with knowledgeable personnel, as reasonably determined by Winmill to be necessary for the performance of the SOW; (ii) access to Client Technology, and Client personnel; and (iii) any other specific obligations of the Client set forth on a SOW.
Client Obligations. 4.1. As used in this Agreement, the term “Client Data” means the data that the Services capture or archive from Client’s systems or from Client’s Third Party Services (as defined in Section 5), or Client’s historical data provided by or on behalf of Client for ingestion by the Services. Client hereby grants Smarsh a limited, non-exclusive license to access, copy, transmit, download, display, and reproduce Client Data as necessary to provide, support, and improve the Services, as directed by Client, or as otherwise authorized hereunder. Data generated by the Services regarding Client’s use of the Services is usage data and is not and does not contain Client Data.
Client Obligations. Each Day during the Term, Client shall:
i. provide adequate space and facilities for any Hardware that must be installed, including but not limited to the Hardware included in the Managed Services;
ii. permit, or cause, Crunchsoft to be permitted to enter into and access the physical location where any Hardware and/or Software (including co-located servers not in Client’s physical location) included in the Managed Services or any other Work are located;
iii. not do or permit its Affiliates to do any of the following:
(a) gain, use, or attempt to access administrator rights or privileges on any Hardware included in or associated with the Managed Services;
(b) block, limit, restrict, disable, override, alter, or diminish Crunchsoft’s ability to remotely update the Software or provide the monitoring included in the Managed Services;
(c) change, use, run, install, uninstall, disable, override, alter, modify, end, stop, add, delete, or remove any Software on any Hardware included in or associated with the Managed Services unless authorized by Crunchsoft;
(d) change, write over, disable, uninstall, alter, override, modify, end, stop, delete, or remove any Software that were installed by Crunchsoft on any Hardware that is included in or associated with the Managed Services;
(e) use any network or Hardware in a way that unnecessarily interferes with the normal operation of such Hardware or network, or that consumes a disproportionate share of resources for such Hardware or network;
(f) attempt to probe, scan, penetrate, or test the vulnerability of any Hardware, Software, or network included in or associated with the Work or Crunchsoft;
(g) attempt to breach the security or authentication measures, whether by passive or intrusive techniques on or for any Hardware, Software, or network included in or associated with the Managed Services;
(h) knowingly or recklessly install, add, use, run, or permit any viruses, errors, defects, malware, spyware, or invasive software (“Restricted Programs”) on any Hardware that is included in or associated with the Managed Services; or
(i) permit any Restricted Programs to be installed on any Hardware or Software that is associated, connected to, or networked with any Hardware that is included in the Managed Services;
(j) attempt to use or gain unauthorized access to Crunchsoft’s or to any third party's networks or equipment;
(k) interfere or attempt to interfere with service to any user, host or network related to the Work, Crunchs...
