Common use of Company’s Responsibilities Clause in Contracts

Company’s Responsibilities. 4.1. Company’s authority to deliver Solutions, as contemplated by the Special Conditions, is limited to the quantities of Solutions that Company has purchased under then-currently effective Orders. 4.2. To enable or activate any Solution, Company or the End User may be required to obtain an Activation Code in accordance with Vendor’s then-current procedures. Where applicable, Company will be solely responsible for obtaining and distributing Activation Codes to its End Users. 4.3. Company, subject to the terms and conditions of this Agreement, will: 4.3.1. Make the Solutions available in the Territory, using the marketing materials Vendor supplies and such modified materials and additional materials as Vendor has approved in advance. 4.3.2. comply at all times with all Vendor terms and conditions, policies and requirements available to Company under this Agreement or otherwise available on the Vendor Portal. 4.3.3. Pay all Fees and other amounts owing by Company in respect of this Agreement. 4.3.4. Ensure that it has in effect Orders sufficient at all times to cover the then-current use of the Solutions by End Users (including Company, to the extent applicable) and, at Vendor’s reasonable request from time to time, certify to Vendor that it has fulfilled and continues to fulfill its obligations under this Clause 4.3.4. 4.3.5. Require that each End User (including Company, to the extent applicable) receiving a Solution executes, accepts or otherwise binds itself to the then-current version of the applicable XXXX or EULAs. Without limiting the foregoing, Company may accept the XXXX or EULAs on an End User’s behalf only to the extent the End User has expressly authorized Company to do so in writing. To the extent Company is an End User, conflicts between the terms of the XXXX and this Agreement will be resolved in favor of this Agreement. 4.3.6. Access the Vendor Portal from time to time, but in any event at least once in every 15 calendar days, using an individualized user name and the Password provided by Vendor, protect its user name and Password from unauthorized use, and promptly Notify Vendor if it has reason to believe or suspect that the security or confidentiality of the user name or Password has been or may be compromised. Company will be responsible for any loss, damage, costs and inconvenience suffered or incurred by Vendor in consequence of any loss or misuse of the user name or Password by any person connected with Company or by any Third Party, whether or not known to Company. 4.3.7. Share feedback, comments or suggestions regarding the Solutions with Vendor on a regular ongoing basis. Vendor accepts no obligation to respond or act on any such feedback, comments or suggestions, and this invitation to comment does not constitute any admission of liability for product failure in respect of a Solution. Company grants Vendor a perpetual, irrevocable, transferrable, sublicensable, fully paid-up, royalty-free, worldwide right and license under Company’s Intellectual Property Rights (if any) to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), modify, display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise exploit in any manner whatsoever Company’s feedback, comments and suggestions in respect of any Solution and other products and services. 4.3.8. Not: (i) use any Brand Feature or Solution name, or permit use of the same, in conjunction with a product or service other than the applicable Solution; (ii) make any representation, warranty, claim or promise to any Third Party (including a Reseller), End User or potential End User, in relation to any Solution, that is not contained in documentation, specifications or marketing materials provided to Company by Vendor; (iii) remove or otherwise interfere with the XXXX provided with the Solution or accept the XXXX on the End User’s behalf (except as specified in Clause 4.3.5); (iv) actively market or promote Solutions outside of the Territory, or permit any Third Party (including a Reseller) to do so, without Vendor’s written consent, provided, that no consent is required for Company to accept unsolicited orders from outside the Territory (provided that the order is not from a Reseller in the Exclusive Territories); or (v) accept orders from a Reseller in the Exclusive Territories. 4.3.9. Not, and will not authorize or assist any Affiliate, End User, or potential End User or other Third Party (including a Reseller) to: (i) use any Activation Code supplied by Vendor in connection with any Solution on more than the authorized number of Devices or End Users, specified by then-current Orders; (ii) disclose any Activation Code to any party other than the applicable Reseller, End User, Vendor or Vendor designated representatives; (iii) except as expressly authorized by Law, (A) reverse engineer, disassemble, decompile, translate, reconstruct, transform or extract any Software or any portion of the Software (including any related malware signatures and malware detection routines), or (B) change, modify or otherwise alter any Software (including any related malware signatures and malware detection routines); (iv) publish, broadcast, transmit, communicate, transfer, pledge, rent, share or sublicense any Solution; (v) grant any Third Party access to or use of any Solution on a service bureau, timesharing, or application service provider basis or other similar basis; (vi) test or benchmark, enable or allow any Third Party to test or benchmark, or disclose or publish testing or benchmark results, for any Solution without Vendor’s prior written consent (which Company may request by email to xxxxx@xxxxx.xxx); or defeat or circumvent, attempt to defeat or circumvent, or authorize or assist any Third Party in defeating or circumventing controls on the installation or use of any Solution.

Company’s Responsibilities. 4.1. Company’s authority to deliver Solutions, as contemplated by the Special Conditions, is limited to the quantities of Solutions that Company has purchased under then-currently effective Orders. 4.2. To enable or activate any Solution, Company or the End User may be required to obtain an Activation Code in accordance with Vendor’s then-current procedures. Where applicable, Company will be solely responsible for obtaining and distributing Activation Codes to its End Users. 4.3. Company, subject to the terms and conditions of this Agreement, will: 4.3.1. Make the Solutions available in the Territory, using the marketing materials Vendor supplies and such modified materials and additional materials as Vendor has approved in advance. 4.3.2. comply at all times with all Vendor terms and conditions, policies and requirements available to Company under this Agreement or otherwise available on the Vendor Portal. 4.3.3. Pay all Fees and other amounts owing by Company in respect of this Agreement. 4.3.4. Ensure that it has in effect Orders sufficient at all times to cover the then-current use of the Solutions by End Users (including Company, to the extent applicable) and, at Vendor’s reasonable request from time to time, certify to Vendor that it has fulfilled and continues to fulfill its obligations under this Clause 4.3.4. 4.3.5. Require that each End User (including Company, to the extent applicable) receiving a Solution executes, accepts or otherwise binds itself to the then-current version of the applicable XXXX or EULAs. Without limiting the foregoing, Company may accept the XXXX or EULAs on an End User’s behalf only to the extent the End User has expressly authorized Company to do so in writing. To the extent Company is an End User, conflicts between the terms of the XXXX and this Agreement will be resolved in favor of this Agreement. 4.3.6. Access the Vendor Portal from time to time, but in any event at least once in every 15 calendar days, using an individualized user name and the Password provided by Vendor, protect its user name and Password from unauthorized use, and promptly Notify Vendor if it has reason to believe or suspect that the security or confidentiality of the user name or Password has been or may be compromised. Company will be responsible for any loss, damage, costs and inconvenience suffered or incurred by Vendor in consequence of any loss or misuse of the user name or Password by any person connected with Company or by any Third Party, whether or not known to Company. 4.3.7. Share feedback, comments or suggestions regarding the Solutions with Vendor on a regular ongoing basis. Vendor accepts no obligation to respond or act on any such feedback, comments or suggestions, and this invitation to comment does not constitute any admission of liability for product failure in respect of a Solution. Company grants Vendor a perpetual, irrevocable, transferrable, sublicensable, fully paid-uppaid -up, royalty-free, worldwide right and license under Company’s Intellectual Property Rights (if any) to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), modify, display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise exploit in any manner whatsoever Company’s feedback, comments and suggestions in respect of any Solution and other products and services. 4.3.8. Not: (i) use any Brand Feature or Solution name, or permit use of the same, in conjunction with a product or service other than the applicable Solution; (ii) make any representation, warranty, claim or promise to any Third Party (including a Reseller), End User or potential End User, in relation to any Solution, that is not contained in documentation, specifications or marketing materials provided to Company by Vendor; (iii) remove or otherwise interfere with the XXXX provided with the Solution or accept the XXXX on the End User’s behalf (except as specified in Clause 4.3.5); (iv) actively market or promote Solutions outside of the Territory, or permit any Third Party (including a Reseller) to do so, without Vendor’s written consent, provided, that no consent is required for Company to accept unsolicited orders from outside the Territory (provided that the order is not from a Reseller in the Exclusive Territories); or (v) accept orders from a Reseller in the Exclusive Territories. 4.3.9. Not, and will not authorize or assist any Affiliate, End User, or potential End User or other Third Party (including a Reseller) to: (i) use any Activation Code supplied by Vendor in connection with any Solution on more than the authorized number of Devices or End Users, specified by then-current Orders; (ii) disclose any Activation Code to any party other than the applicable Reseller, End User, Vendor or Vendor designated representatives; (iii) except as expressly authorized by Law, (A) reverse engineer, disassemble, decompile, translate, reconstruct, transform or extract any Software or any portion of the Software (including any related malware signatures and malware detection routines), or (B) change, modify or otherwise alter any Software (including any related malware signatures and malware detection routines); (iv) publish, broadcast, transmit, communicate, transfer, pledge, rent, share or sublicense any Solution; (v) grant any Third Party access to or use of any Solution on a service bureau, timesharing, or application service provider basis or other similar basis; (vi) test or benchmark, enable or allow any Third Party to test or benchmark, or disclose or publish testing or benchmark results, for any Solution without Vendor’s prior written consent (which Company may request by email to xxxxx@xxxxx.xxx); or defeat or circumvent, attempt to defeat or circumvent, or authorize or assist any Third Party in defeating or circumventing controls on the installation or use of any Solution.

Company’s Responsibilities. 4.1. Company’s authority to deliver Solutions, as contemplated by the Special Conditions, is limited to the quantities of Solutions that Company has purchased under then-currently effective Orders. 4.2. To enable or activate any Solution, Company or the End User may be required to obtain an Activation Code in accordance with Vendor’s then-current procedures. Where applicable, Company will be solely responsible for obtaining and distributing Activation Codes to its End Users. 4.3. Company, subject to the terms and conditions of this Agreement, will: 4.3.1. Make the Solutions available in the Territory, using the marketing materials Vendor supplies and such modified materials and additional materials as Vendor has approved in advance. 4.3.2. comply at all times with all Vendor terms and conditions, policies and requirements available to Company under this Agreement or otherwise available on the Vendor Portal. 4.3.3. Pay all Fees and other amounts owing by Company in respect of this Agreement. 4.3.4. Ensure that it has in effect Orders sufficient at all times to cover the then-current use of the Solutions by End Users (including Company, to the extent applicable) and, at Vendor’s reasonable request from time to time, certify to Vendor that it has fulfilled and continues to fulfill its obligations under this Clause 4.3.4. 4.3.5. Require that each End User (including Company, to the extent applicable) receiving a Solution executes, accepts or otherwise binds itself to the then-current version of the applicable XXXX or EULAs. Without limiting the foregoing, Company may accept the XXXX or EULAs on an End User’s behalf only to the extent the End User has expressly authorized Company to do so in writing. To the extent Company is an End User, conflicts between the terms of the XXXX and this Agreement will be resolved in favor of this Agreement. 4.3.6. Access the Vendor Portal from time to time, but in any event at least once in every 15 calendar days, using an individualized user name and the Password provided by Vendor, protect its user name and Password from unauthorized use, and promptly Notify Vendor if it has reason to believe or suspect that the security or confidentiality of the user name or Password has been or may be compromised. Company will be responsible for any loss, damage, costs and inconvenience suffered or incurred by Vendor in consequence of any loss or misuse of the user name or Password by any person connected with Company or by any Third Party, whether or not known to Company. 4.3.7. Share feedback, comments or suggestions regarding the Solutions with Vendor on a regular ongoing basis. Vendor accepts no obligation to respond or act on any such feedback, comments or suggestions, and this invitation to comment does not constitute any admission of liability for product failure in respect of a Solution. Company grants Vendor a perpetual, irrevocable, transferrable, sublicensable, fully paid-up, royalty-free, worldwide right and license under Company’s Intellectual Property Rights (if any) to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), modify, display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise exploit in any manner whatsoever Company’s feedback, comments and suggestions in respect of any Solution and other products and services. 4.3.8. Not: (i) use any Brand Feature or Solution name, or permit use of the same, in conjunction with a product or service other than the applicable Solution; (ii) make any representation, warranty, claim or promise to any Third Party (including a Reseller), End User or potential End User, in relation to any Solution, that is not contained in documentation, specifications or marketing materials provided to Company by Vendor; (iii) remove or otherwise interfere with the XXXX provided with the Solution or accept the XXXX on the End User’s behalf (except as specified in Clause 4.3.5); (iv) actively market or promote Solutions outside of the Territory, or permit any Third Party (including a Reseller) to do so, without Vendor’s written consent, provided, that no consent is required for Company to accept unsolicited orders from outside the Territory (provided that the order is not from a Reseller in the Exclusive Territories); or (v) accept orders from a Reseller in the Exclusive Territories. 4.3.9. Not, and will not authorize or assist any Affiliate, End User, or potential End User or other Third Party (including a Reseller) to: (i) use any Activation Code supplied by Vendor in connection with any Solution on more than the authorized number of Devices or End Users, specified by then-current Orders; (ii) disclose any Activation Code to any party other than the applicable Reseller, End User, Vendor or Vendor designated representatives; (iii) except as expressly authorized by Law, (A) reverse engineer, disassemble, decompile, translate, reconstruct, transform or extract any Software or any portion of the Software (including any related malware signatures and malware detection routines), or (B) change, modify or otherwise alter any Software (including any related malware signatures and malware detection routines); (iv) publish, broadcast, transmit, communicate, transfer, pledge, rent, share or sublicense any Solution; (v) grant any Third Party access to or use of any Solution on a service bureau, timesharing, or application service provider basis or other similar basis; (vi) test or benchmark, enable or allow any Third Party to test or benchmark, or disclose or publish testing or benchmark results, for any Solution without Vendor’s prior written consent (which Company may request by email to xxxxx@xxxxx.xxxxxxxx.xxxxxxxxxx@xxxxxxxxxx.xxx); or defeat or circumvent, attempt to defeat or circumvent, or authorize or assist any Third Party in defeating or circumventing controls on the installation or use of any Solution.