Customer Obligations. To facilitate NCR Voyix’s provision of the Hosting Services hereunder and Xxxxxxxx’s access and use of the Hosted NCR Voyix Software hereunder, Customer agrees to undertake the following:
(a) Provide and maintain the Customer Equipment at each of the Customer Locations in accordance with the minimum standards established by NCR Voyix, which as of the Effective Date include a windows-based PC and store level file server that each include a Windows operating system actively supported by Microsoft Corporation, an internet browser that is actively supported by Microsoft Corporation, and Customer Equipment maintained in good working order in accordance with the minimum standards recommended by the manufacturer;
(b) Provide and maintain access to the internet at each of the Customer Locations through a competent internet service provider (ISP), maintaining telephone or other telecommunication services necessary to connect each of Customer’s Locations to Customer’s ISP;
(c) Abide by the security procedures specified by NCR Voyix and perform reasonable and customary security practices to preclude attempts to circumvent any security procedures or utilize any unauthorized systems in an attempt to access the data of another Customer;
(d) Provide timely notification of any issues and give appropriate lead time to NCR Voyix for any special requests;
(e) Make all reasonable efforts to assist NCR Voyix in identifying, isolating and replicating issues found in the System; and
(f) Customer shall be solely responsible for the manner in which Customer and Customer’s users use the System and the Hosted Software. Customer shall ensure that only authorized users have access to any user identifications or passwords for use in connection with the System and the Hosted Software and that such authorized users shall not disclose such identifications or passwords to any other individual. Customer acknowledges and agrees that it is solely responsible for strictly maintaining the confidentiality and integrity of such identifications and passwords and Customer shall indemnify and hold harmless NCR Voyix from and against any liability, damages, or costs arising from Customer’s failure to comply with this obligation including, but not limited to, improper or unauthorized account access using Customer’s user identifications or passwords, provided such identifications or passwords were not improperly disseminated by NCR Voyix or any of its agent or representatives. Customer shall notify NCR...
Customer Obligations. 4.1 In addition to any other obligations set out in this Agreement, the Customer will:
4.1.1 comply with, and ensure that its Users comply with, all Applicable Law in the receipt and use of the Services;
4.1.2 comply with the Acceptable Use Policy and the Compliance Obligations and ensure their Users do; and
4.1.3 not re-sell the Services to a third-party without BT’s prior written approval or unless explicitly set out in a Schedule. If BT grants such approval, it will be conditional upon the Customer imposing on the relevant third-party in writing obligations no less onerous than those to which the Customer is subject under this Agreement (including the Compliance Obligations and the Acceptable Use Policy).
Customer Obligations. 5.1 Except to the extent that Sonardyne has agreed to provide specified consultancy Services regarding Product selection, the Customer shall be responsible for its own Product selection and for ensuring the suitability of the Products for the required purpose.
5.2 The Customer is responsible for obtaining all necessary consents, licences and permits relating to its use of the Products and/or Services.
5.3 The Customer shall accept delivery and shipment of the Products in accordance with the provisions of clause 6 below.
5.4 The Customer shall indemnify, defend, hold harmless and release Sonardyne at all times against all claims, demands, costs (including legal costs on a full indemnity basis), expenses, losses and liabilities incurred by Sonardyne as a result of: Sonardyne following any designs, specifications, instructions or other reliance on Customer Material; any claim that the Customer Materials, or any part of them infringe any rights of any third parties, including any Intellectual Property Rights; the Customer having failed to install, commission or use the Products using suitably experienced and trained personnel or in accordance with instructions and licences supplied by Sonardyne and/or the manufacturer of the Products.
5.5 The Customer shall inspect the Products upon receipt and notify any defect in them to Sonardyne in writing within 48 hours of Shipment. If no such notification is received it shall be conclusively presumed that they are complete and in good order, and condition and fit for the purpose for which they are required and in every way satisfactory to the Customer.
5.6 The Customer shall allow Sonardyne or its duly authorised representative, upon reasonable notice given at any time, access to inspect the Products. The Customer shall keep an accurate list of the details of all Products including their location and shall provide an up to date copy to Sonardyne upon request.
5.7 The Customer shall use and maintain the Products in a skilful and proper manner and in accordance with any operating instructions issued for them, and to ensure that the Products are operated and used by properly skilled and trained personnel.
5.8 The Customer shall clean and keep the Products at its own expense at all times in good condition (fair wear and tear excepted) making available to Sonardyne full records thereof.
5.9 The Customer shall make no alteration to the Products and not remove any existing components or identification markings from the Product...
Customer Obligations. Company will comply with all applicable laws with respect to the @ Work Services, including, but not limited to, laws related to the export of technical or personal data. Company will only use the @ Work Services with content and data for which Company has all necessary rights.
Customer Obligations. 4.1 The Customer will provide the Company with all assistance, information and documentation necessary to enable the Company to provide the Services, and punctually comply with any Law or request from a Government Authority.
4.2 The Customer is under a continuing obligation to provide any information which may materially affect the capacity of the Customer to perform its obligations under the Agreement.
4.3 The Customer will keep confidential the Company's fees or charges and any waiver, discount, release or indulgence provided by the Company in relation to the provision of the Services.
Customer Obligations. 5.1 Save to the extent that the parties have agreed otherwise in writing, the Customer must provide to the Provider, or procure for the Provider, such:
(a) [co-operation, support and advice];
(b) [information and documentation]; and
(c) [governmental, legal and regulatory licences, consents and permits], as are reasonably necessary to enable the Provider to perform its obligations under this Agreement.
5.2 The Customer must provide to the Provider, or procure for the Provider, such access to the Customer's computer hardware, software, networks and systems as may be reasonably required by the Provider to enable the Provider to perform its obligations under this Agreement.
Customer Obligations. 4.1 Customer agrees it will:
4.1.1 only use the Products, Services and Software for its own internal business purposes;
4.1.2 comply with the terms and conditions of this Contract, in particular the Special Terms;
4.1.3 pay the Charges to Civica;
4.1.4 permit reasonable access by Civica to its sites in order for Civica to perform its obligations under this Contract and co- operate, as necessary, with Civica in relation to the provision of the Services;
4.1.5 ensure that its network and systems comply with the relevant specifications provided by Civica from time to time;
4.1.6 where Civica personnel are required to work at Customer premises, ensure that its personnel provide all reasonable assistance to them including desk space and wireless connection, as and when required by Civica to discharge its obligations, and in particular take all measures necessary to comply acts, regulations and codes of practice relating to health and safety, which may apply;
4.1.7 when notified by Civica or the owners of Products supplied, implement promptly any Maintenance Releases or other fixes or upgrades of any system software necessary for the successful operation of the Software and/or Products;
4.1.8 not use the SaaS Service to store, reproduce, transmit, communicate or knowingly receive any material which is offensive, racist, abusive, indecent, defamatory, obscene, threatening or menacing (to be determined by Civica, in its sole discretion, acting reasonably);
4.1.9 make its own arrangements for internet access in order to access the SaaS Service, with the required type and version of browser as notified to the Customer by Civica from time to time. Civica shall not be liable for Customer’s inability to access the SaaS Service if it is due to the Customer’s inability to establish an internet connection, or not having their browser set to the correct type and version, for accessing the SaaS Service; and
4.1.10 pay the additional fees to accommodate higher usage volumes (including the number of Authorised Users) when such licence or usage limitations are exceeded.
4.2 Customer shall indemnify Civica, keep Civica indemnified and hold Civica harmless from and against all claims, liabilities, proceedings, costs, damages, losses, or expenses incurred by Civica caused by, or in any way connected with Customer’s use of the SasS Service or the unauthorised use of the SaaS Service by any third party whether through breach of this Contract or any other negligent or wrongful act.
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Customer Obligations. 4.1 The Customer shall:
(a) co-operate with Xxxxx Xxxx in all matters relating to the Services;
(b) appoint a manager in respect of the Services to be performed as identified in the Proposal. That person shall have authority to contractually bind the Customer on all matters relating to the relevant Services (including by signing Change Orders);
(c) allow Xxxxx Xxxx, its agents, subcontractors, consultants and employees access to the Customer premises, office accommodation, data and other facilities as required by Xxxxx Xxxx at no charge;
(d) provide to Xxxxx Xxxx all documents, information, items and materials in any form (whether owned by the Customer or a third party) required under the Proposal or otherwise reasonably required by Xxxxx Xxxx in connection with the Services in a timely manner and ensure that they are accurate and complete;
(e) inform Xxxxx Xxxx of all health and safety and security requirements that apply at the Customer premises. If the Customer wishes to make a change to those requirements which will materially affect provision of the Services, it can only do so via the change control procedure set out in clause 6;
(f) ensure that all the Customer Equipment is in good working order and suitable for the purposes for which it is used and conforms to all applicable law, regulations, standards or requirements;
(g) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable Xxxxx Xxxx to provide the Services, including in relation to the installation of Supplier Equipment, the use of all Customer Materials and the use of the Customer Equipment insofar as such licences, consents and legislation relate to the Customer's business, premises, staff and equipment, in all cases before the date on which the Services are to start;
(h) keep and maintain Supplier Equipment in good condition and in accordance with Xxxxx Xxxx'x instructions from time to time and not dispose of or use Supplier Equipment other than in accordance with Xxxxx Xxxx'x written instructions or authorisation; and
(i) comply with any additional responsibilities of the Customer as set out in the Proposal.
4.2 If Xxxxx Xxxx'x performance of its obligations under a Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, Xxxxx Xxxx shall be allowed an extension of time to perform its obligation...
Customer Obligations. Customer must ensure that (i) its Authorized Users have entered complete and accurate information about its company and person within the registration process and, but not limited to, have not used any pseudonyms, (ii) its Authorized Users use the Service in compliance with the terms of this Agreement and (iii) that its Authorized Users use reasonable efforts to prevent unauthorized access or use of the Service by employees not considered as Authorized Users or third parties, and to notify Service Provider promptly of any such unauthorized access or use.
Customer Obligations. Customer’s use of the Service (including all content transmitted via the Service) and Vyve Equipment shall comply with all applicable laws, rules and regulations and the terms of this Master Agreement, Business AUP, Customer Privacy Notice and any other applicable Service policies available on Vyve’s website. Customer agrees not to resell or redistribute (whether for a fee or otherwise) the Service, or any portion thereof, including but not limited to any Vyve Equipment, or make any use of the Service other than for Customer’s internal business purposes, unless otherwise agreed in writing by Vyve. Customer shall ensure that its End Users’ use of the Vyve Equipment and Service, if any, shall comply with all applicable laws, rules and regulations and terms of this Master Agreement, Business AUP, Customer Privacy Notice and any other applicable Service policies available on Vyve’s website. Vyve may audit Customer's use of the Vyve Equipment and Service remotely or otherwise, to ensure Customer's compliance with this Master Agreement, Business AUP, Customer Privacy Notice and any other applicable Service policies available on Vyve’s website. Customer shall ensure that all Vyve Equipment at Customer’s and Customer’s End Users’ facilities remains free and clear of all liens and encumbrances, and Customer shall be responsible for loss or damage to the Vyve Equipment while at Customer's or an End User’s facilities. Customer is solely responsible for (a) all use (whether or not authorized) of the Service by Customer or any End User for purposes of this Master Agreement; (b) all content that is viewed, stored or transmitted via the Service, as applicable; and (c) all third party charges incurred for merchandise and services accessed via the Service, if any. Customer agrees to conform its equipment and software, and ensure that each End User conforms its equipment and software, to the technical specifications for the Service provided by Vyve from time to time. Customer shall not use, or allow the Services to be used, in a manner that would cause, or be likely to cause, Vyve to quality as a “Covered 911 Service Provider” as defined in C.F.R. §12.4 or any successor provision of the rules of the Federal Communication Commission. For avoidance of doubt, Customer and Vyve agree that any failure to satisfy the covenants set forth in the preceding sentence shall constitute a material breach of the Master Agreement.
