Client will. 5.3.1 comply, and will ensure that its Permitted Users comply, with the Acceptable Usage Policy; and
5.3.2 indemnify Xplor against any and all Liabilities suffered or incurred by Xplor arising out of or in connection with its breach of Clause 5.3.1.
Client will a. maintain the Collateral in such quantities that at all times the Collateral is at least equal in value to the Obligations to NFS/BANK;
b. sell the Collateral only in the ordinary course of business;
c. furnish NFS/BANK at such interval as NFS/BANK may prescribe, with a CLIENT’S Certificate (in such form as NFS/BANK may from time to time specify) showing the aggregate cost and wholesale market value of its inventory;
d. keep accurate and complete records of the Collateral;
e. give NFS/BANK such financial statements and reports and other data concerning its accounts, contracts, collections, collateral, and other matters as NFS/BANK may from time to time specify, and permit NFS/BANK or its nominee to examine all of CLIENT’S records relating thereto at any time, to make extracts therefrom;
f. at NFS/BANK’S option, deposit the proceeds of all sales of Collateral in a special account established for that purpose with NFS/BANK; and
g. at NFS/BANK’S request, notify accounts of CLIENT that their accounts receivable have been assigned to NFS/BANK and shall be paid to NFS/BANK.
h. CLIENT agrees that NFS/BANK shall have full power to notify account CLIENT’S, collect, compromise, endorse, sell, or otherwise deal with proceeds in its own name or that of CLIENT at any time. NFS/BANK may apply cash proceeds to the payment of any Obligations, or may release such cash proceeds to CLIENT
Client will.
6.1.1 provide such Client Materials as Xplor may reasonably require to perform its obligations under this Agreement (including providing all information Xplor deems necessary to comply with anti-money laundering and sanctions Applicable Laws);
Client will. Designate one of its employees or agents to serve as its primary contact with respect to this Agreement and to act as its authorized representative with respect to matters pertaining to this Agreement (the “Client Project Contact”), with such designation to remain in force unless and until a successor Client Project Contact is appointed;
Client will a. Ensure all Students have been registered to participate in an Esri EA training event. Unregistered Student(s) will not be allowed to participate in any training event.
b. Confirm all registered Students meet the minimum prerequisites for the applicable training event as described in our Course Offering.
c. Submit registrations with a confirmed payment commitment at least seven (7) business days prior to the scheduled start date. Registrations submitted without payment commitment will not be a guaranteed reservation and will be added to a wait list pending payment confirmation. All wait list reservations are subject to availability.
d. Be responsible for the necessary travel and accommodation arrangements for all Students and agrees that Esri EA is not responsible for losses from non-refundable travel and accommodation arrangements due to the denial of student participation as a result of non-confirmation of attendance by the student.
e. Ensure Student use of Training Materials provided by Esri EA complies with the terms of this Agreement outlined in Article 5.
f. Assume full responsibility for Student attending training course(s) under this Agreement. Client agrees to indemnify Esri EA, its officers, directors, and employees for any and all claims, liabilities, and expenses (including reasonable legal fees) arising out of or based on any uncured material breach by Student of the terms and conditions of this Agreement.
g. Accept that all Students are expected to attend sufficient course duration to be eligible for a course certificate.
h. Ensure that for Client site training all Students have access to a dedicated computer that meets the recommended system specifications of the software required for the training.
Client will. (a) not use the SaaS to transmit, publish, or distribute any material or information: (i) for which Client does not have all necessary rights and licenses, including any material or information that infringes, violates, or misappropriates the intellectual property rights of any third party; (ii) that contains a computer virus or other code, files, or programs designed to disrupt or interfere with the functioning of the SaaS; (iii) that is inaccurate or misleading; (iv) that is or that may reasonably be perceived as being harmful, threatening, offensive, obscene, or otherwise objectionable; (v) that contains a virus or malicious code; or (vi) that includes the private information of another without express permission, including but not limited to contact information, social security numbers, credit card numbers or other information which a reasonable person would consider private in nature; (b) not attempt to gain access to any systems or networks that connect to the Services and SaaS except for the express purpose of using the SaaS for their intended use; (c) not engage in any activity that interferes with or disrupts the SaaS; (d) not use the SaaS in violation of the CAN-SPAM Act, Canadian Anti-Spam Legislation, or any other applicable laws pertaining to unsolicited email, SMS, text messaging or other electronic communications.
Client will a) be responsible for Representatives’ compliance with this Agreement and where applicable the Order Form;
b) comply with applicable laws and regulations in acquiring Web Browser Data, including but not limited to data privacy laws that are applicable to the Clients use of the Services;
c) use commercially reasonable efforts to prevent unauthorised access to or use of the Services, and notify Provider promptly of any such unauthorised access or use; and
d) use the Deliverables only in accordance with this Agreement and the Order Form.
Client will. (a) provide JD with: (1) all necessary co-operation and assistance in relation to this Agreement and each applicable SOW; and (2) all necessary information, documentation and details as may be required by JD, in order to provide the Services;
(b) without affecting its other obligations under this Agreement and each applicable SOW, comply with all Applicable Laws and JD Policies with respect to its activities under or in connection with this Agreement, including with respect to its operation and management of the Store (including any Client Content submitted or uploaded therein) and its use and enjoyment of the Platform and the Services;
(c) carry out all other Client responsibilities set out in this Agreement and each applicable SOW in a timely and efficient manner. In the event of any delays in the Client’s provision of such assistance as agreed by the Parties, JD may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the Authorised Users use the Platform and the Services in accordance with the terms and conditions of this Agreement each applicable SOW and procure that Authorised Users comply with any instructions issued by JD;
(e) use best endeavours to prevent any unauthorised access to, or use of, the Platform and/or the Services and, in the event of any such unauthorised access or use, promptly notify JD;
(f) ensure that the Client Systems comply with the relevant specifications provided by JD from time to time; and
(g) be, to the extent permitted by Applicable Laws and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from the Client Systems to JD’s Systems, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Client’s network connections or telecommunications links or caused by the internet.
Client will a) be responsible for Representatives’ compliance withwhterhe aipsplicaAblegthreeOerdmer eFonrmt; and
b) comply with applicable laws and regulations, including but not limited to data privacy and spam laws that are applicable to the Clients use of the Services;
c) use commercially reasonable efforts to prevent unauthorised access to or use of the Services, and notify Provider promptly of any such unauthorised access or use; and
d) use the ClientID only in accordance with this Agreement and the Order Form.
Client will. (i) Comply With all the terms of this Agreement;
(ii) Be responsible for any unauthorised creation, collection, receipt transmission, access, storage, disposal, use or disclosure of Personal Data under its control or Within its possession;
(iii) Promptly notify Hyve's support team about any possible misuse of Client accounts, authentication credentials or any security incident arising from Clients use of MyHyve;
(iv) Only use secure methods, according to acceptable industry standards, When transferring or otherWise making available Personal Data to Hyve; and
(v) Provide Written notice to Hyve if any information Client provides under this Agreement contains Personal Data. Hyve shall not be responsible for determining on its oWn that any information provided under this Agreement qualifies as Personal Data.
