Common use of Customer Obligations and Warranties Clause in Contracts

Customer Obligations and Warranties. 8.1. Customer agrees at all times during the Term to comply with all current System Management Regulations. Provider shall use reasonable endeavors to give reasonable notice (where possible and appropriate) to Customer of additions and changes to System Management Regulations. 8.2. In the event that Customer is in breach of any of its obligations under this Agreement, then:- 8.2.1 Provider cannot be held responsible should the Service fail to comply with the Service Levels as a result (directly or indirectly) of such Customer breach; and 8.2.2 Provider or Partner shall be entitled to charge Customer for staff time engaged on rectifying any resulting problems at Provider’s or Partner’s standard charge rates at the time. 8.3. Customer represents, warrants and undertakes that: 8.3.1 it has and shall during the Term have the legal right and authority to place and use and have used any of its equipment as contemplated under this Agreement; 8.3.2 it will use the Service only for lawful purposes and in accordance with this Agreement; and 8.3.3 any software, data, equipment or other materials provided by Customer to Provider or employed by Customer in its use of or receipt of the Service shall not infringe any Intellectual Property Rights of any third party and shall not be obscene or defamatory of any person and shall not violate the laws or regulations of any state which may have jurisdiction over such activity. 8.4. Customer shall: 8.4.1. provide Provider with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by the Supplier, in order to provide the Service, including but not limited to Customer Data, security access information and configuration services; 8.4.2. without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement; 8.4.3. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in Customer's provision of such assistance as agreed by the Parties, Provider may adjust any agreed timetable or delivery schedule as reasonably necessary; 8.4.4. ensure that the Users use the Service in accordance with the terms and conditions of this Agreement and shall be responsible for any User's breach of this Agreement; 8.4.5. obtain and shall maintain all necessary licenses, consents, and permissions necessary for Provider, its contractors and agents to perform their obligations under this Agreement, including without limitation the Service; 8.4.6. ensure that its network and systems comply with the relevant specifications provided by Provider from time to time; and

Appears in 2 contracts

Samples: End User Agreement, End User Agreement

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Customer Obligations and Warranties. 8.1. 8.1 The Customer agrees at shall provide all times during the Term such assistance, facilities and information to comply with all current System Management Regulations. Provider shall use reasonable endeavors The Company as The Company may reasonably require in order to give reasonable notice (where possible and appropriate) enable it to Customer of additions and changes to System Management Regulationscarry out its obligations under an Agreement. 8.2. 8.2 In the event that the Customer is in breach of any of its obligations under this an Agreement, then:- 8.2.1 Provider The Company cannot be held responsible should the Service Services fail to comply with the Service Levels as a result (directly or indirectly) of such Customer breach; and; 8.2.2 Provider or Partner The Company shall be entitled to charge the Customer for staff time engaged on rectifying any resulting problems at ProviderThe Company’s then current standard charging rates; and 8.2.3 The Company may without any liability terminate or Partner’s standard charge rates at suspend the timeServices without prejudice to any other pre- existing rights and obligations of either party. 8.3. 8.3 The Customer represents, warrants and undertakes that: 8.3.1 it has and shall during the a Term have the legal right and authority to place and use and have used any of its equipment the Customer Equipment as contemplated under this that Agreement; 8.3.2 it will use the Service Services only for lawful purposes and in accordance with this the Agreement; and 8.3.3 any software, data, equipment or other materials provided by the Customer to Provider The Company or employed by the Customer in its use of or receipt of the Service Services shall not infringe any Intellectual Property Rights Rights, privacy or personal data interests of any third party and shall not be obscene or defamatory of any person and shall not violate the laws or regulations of any state which may have jurisdiction over such activity. 8.4. Customer shall: 8.4.1. provide Provider with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by the Supplier, in order to provide the Service, including but not limited to Customer Data, security access information and configuration services; 8.4.2. without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement; 8.4.3. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. 8.4 In the event of any delays in Customer's provision of such assistance as agreed by the Parties, Provider may adjust any agreed timetable or delivery schedule as reasonably necessary; 8.4.4. ensure that the Users use the Service in accordance with the terms and conditions of this Agreement and shall be responsible for any User's breach of this Agreement; 8.4.5any of the foregoing representations or warranties, in addition to any other remedies available at law or in equity, The Company will have the right to suspend immediately any related Services if deemed reasonably necessary by The Company to protect the proper interests of The Company or its other customers. obtain If practicable and shall maintain all necessary licensesdepending on the nature of the breach, consentsThe Company may (in its absolute discretion) give the Customer an opportunity to cure such breach. In such case once the Customer has cured the breach, and permissions necessary for Provider, its contractors and agents to perform their obligations under this Agreement, including without limitation The Company will promptly restore the Service; 8.4.6. ensure that its network and systems comply with the relevant specifications provided by Provider from time to time; andService(s).

Appears in 2 contracts

Samples: Service Agreement, Service Agreement

Customer Obligations and Warranties. 8.1. The Customer agrees is required at all times during the Term term to comply with adhere to the usage conditions set out in clause 2 and to ensure that all current System Management Regulations. Provider shall use reasonable endeavors third parties to give reasonable notice (where possible and appropriate) which it may grant access to Customer products generated using the data do nothing that would constitute a breach of additions and changes those conditions were they a party to System Management Regulationsthem. 8.2. In the event that the Customer is in breach of any of its obligations (including, for the avoidance of doubt, timely payment of the Fee) under this Agreement, then:- 8.2.1 8.2.1. Provider cannot be held responsible should the Service Services fail to perform and comply with the any applicable Service Levels as a result (directly or indirectly) of such Customer breach; and; 8.2.2 8.2.2. Provider or Partner shall be entitled to charge the Customer for staff time engaged on rectifying any resulting problems at Provider’s then current standard charging rates; and 8.2.3. Provider may without any liability terminate or Partnersuspend the Services (including, for the avoidance of doubt, by way of restricting or blocking the Customer’s standard charge rates at access to the timeSoftware) without prejudice to any other pre-existing rights and obligations of either party. 8.3. The Customer represents, warrants and undertakes that: 8.3.1 it has and shall during the Term have the legal right and authority to place and use and have used any of its equipment as contemplated under this Agreement; 8.3.2 8.3.1. it will use the Service Services only for lawful purposes and in accordance with this Agreement; 8.3.2. it will at all times comply with Data Protection Legislation; 8.3.3. any Personal Data will only be provided to Provider in accordance with Data Protection Legislation; 8.3.4. it will be solely responsible for the accuracy and submission of Customer Data when using the Services and the Provider will not be liable for failing to ensure the accuracy of any Customer Data; and 8.3.3 8.3.5. any software, data, equipment or other materials provided by the Customer to Provider or employed by the Customer in its use of or receipt of the Service Services shall not infringe any Intellectual Property Rights Rights, privacy or Personal Data interests of any third party and shall not be obscene or defamatory of any person and shall not violate the laws or regulations of any state which may have jurisdiction over such activity. 8.4. Customer shall: 8.4.1. provide Provider with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by the Supplier, in order to provide the Service, including but not limited to Customer Data, security access information and configuration services; 8.4.2. without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement; 8.4.3. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays breach of any of the foregoing representations or warranties, in Customer's provision addition to any other remedies available at law or in equity, Provider will have the right to suspend immediately any related Services if deemed reasonably necessary by Provider to protect the proper interests of such assistance as agreed by Provider or its other customers. If practicable and depending on the Partiesnature of the breach, Provider may adjust any agreed timetable or delivery schedule as reasonably necessary; 8.4.4(in its absolute discretion) give the Customer an opportunity to cure such breach. ensure that In such case once the Users use Customer has cured the Service in accordance with breach, Provider will promptly restore the terms and conditions of this Agreement and shall be responsible for any User's breach of this Agreement; 8.4.5. obtain and shall maintain all necessary licenses, consents, and permissions necessary for Provider, its contractors and agents to perform their obligations under this Agreement, including without limitation the Service; 8.4.6. ensure that its network and systems comply with the relevant specifications provided by Provider from time to time; andServices.

Appears in 1 contract

Samples: License Agreement

Customer Obligations and Warranties. 8.1. 8.1 The Customer agrees is required at all times during the term to maintain the Customer Equipment in good order and working condition and to provide prior written notification to Edocuments Ltd of any changes it makes in respect thereof. At no time during the Term shall the Customer permit the Customer Equipment to comply with all current System Management Regulations. Provider shall use reasonable endeavors to give reasonable notice (where possible and appropriate) to Customer of additions and changes to System Management Regulationsfall below the specifications contained in the Schedule 1. 8.2. 8.2 The Customer shall provide all such assistance, facilities and information to Edocuments Ltd as Edocuments Ltd may reasonably require in order to enable it to carry out its obligations under this Agreement. 8.3 In the event that the Customer is in breach of any of its obligations under this Agreement, then:- 8.2.1 Provider can8.3.1 Edocuments Ltd can not be held responsible should the Service Services fail to comply with the Service Levels as a result (directly or indirectly) of such Customer breach; andbreach and no service credits will accrue on account thereof; 8.2.2 Provider or Partner 8.3.2 Edocuments Ltd shall be entitled to charge the Customer for staff time engaged on rectifying any resulting problems at ProviderEdocuments Ltd’s then current standard charging rates; and 8.3.3 Edocuments Ltd may without any liability terminate or Partner’s standard charge rates at suspend the timeServices without prejudice to any other pre-existing rights and obligations of either party. 8.3. 8.4 The Customer represents, warrants and undertakes that: 8.3.1 8.4.1 it has and shall during the Term have the legal right and authority to place and use and have used any of its equipment the Customer Equipment as contemplated under this Agreement; 8.3.2 8.4.2 it will use the Service Services only for lawful purposes and in accordance with this Agreement; and 8.3.3 8.4.3 any software, data, equipment or other materials provided by the Customer to Provider Edocuments Ltd or employed by the Customer in its use of or receipt of the Service Services shall not infringe any Intellectual Property Rights Rights, privacy or personal data interests of any third party and shall not be obscene or defamatory of any person and shall not violate the laws or regulations of any state which may have jurisdiction over such activity. 8.4. Customer shall: 8.4.1. provide Provider with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by the Supplier, in order to provide the Service, including but not limited to Customer Data, security access information and configuration services; 8.4.2. without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement; 8.4.3. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. 8.5 In the event of any delays in Customer's provision of such assistance as agreed by the Parties, Provider may adjust any agreed timetable or delivery schedule as reasonably necessary; 8.4.4. ensure that the Users use the Service in accordance with the terms and conditions of this Agreement and shall be responsible for any User's breach of this Agreement; 8.4.5any of the foregoing representations or warranties, in addition to any other remedies available at law or in equity, Edocuments Ltd will have the right to suspend immediately any related Services if deemed reasonably necessary by Edocuments Ltd to protect the proper interests of Edocuments Ltd or its other customers. obtain If practicable and shall maintain all necessary licensesdepending on the nature of the breach, consentsEdocuments Ltd may (in its absolute discretion) give the Customer an opportunity to cure such breach. In such case once the Customer has cured the breach, and permissions necessary for Provider, its contractors and agents to perform their obligations under this Agreement, including without limitation Edocuments Ltd will promptly restore the Service; 8.4.6. ensure that its network and systems comply with the relevant specifications provided by Provider from time to time; andService(s).

Appears in 1 contract

Samples: Standard Terms and Conditions

Customer Obligations and Warranties. 8.19.1. The Customer agrees is required at all times during the term to maintain the Customer Equipment in good order and working condition and to provide prior written notification to Provider of any changes it makes in respect thereof. At no time during the Term shall the Customer permit the Customer Equipment to comply with all current System Management Regulations. Provider shall use reasonable endeavors fall below the specifications as detailed on the Website from time to give reasonable notice (where possible and appropriate) to Customer of additions and changes to System Management Regulationstime. 8.29.2. In the event that the Customer is in breach of any of its obligations (including, for the avoidance of doubt, payment of the Fee) under this Agreement, then:- 8.2.1 9.2.1. Provider cannot be held responsible should the Service Services fail to perform and comply with the Service Levels as a result (directly or indirectly) of such Customer breach; and; 8.2.2 9.2.2. Provider or Partner shall be entitled to charge the Customer for staff time engaged on rectifying any resulting problems at Provider’s then current standard charging rates; and 9.2.3. Provider may without any liability terminate or Partner’s standard charge rates at suspend the timeServices without prejudice to any other pre-existing rights and obligations of either party. 8.39.3. The Customer represents, warrants and undertakes that: 8.3.1 9.3.1. it has and shall during the Term have the legal right and authority to place and use and have used any of its equipment the Customer Equipment as contemplated under this Agreement; 8.3.2 9.3.2. it will use the Service Services only for lawful purposes and in accordance with this Agreement; 9.3.3. it will at all times comply with Data Protection Legislation, the terms relevant to the Data Protection Legislation set out in the Data Protection Schedule and with Conduct Legislation; 9.3.4. any Personal Data will only be provided to Provider in accordance with Data Protection Legislation; 9.3.5. it will be solely responsible for the accuracy and submission of Customer Data when using the Services and the Provider will not be liable for failing to ensure the accuracy of any Customer Data; and 8.3.3 9.3.6. any software, data, equipment or other materials provided by the Customer to Provider or employed by the Customer in its use of or receipt of the Service Services shall not infringe any Intellectual Property Rights Rights, privacy or Personal Data interests of any third party and shall not be obscene or defamatory of any person and shall not violate the laws or regulations of any state which may have jurisdiction over such activity. 8.4. Customer shall: 8.4.1. provide Provider with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by the Supplier, in order to provide the Service, including but not limited to Customer Data, security access information and configuration services; 8.4.2. without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement; 8.4.3. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner9.4. In the event of any delays breach of any of the foregoing representations or warranties, in Customer's provision addition to any other remedies available at law or in equity, Provider will have the right to suspend immediately any related Services if deemed reasonably necessary by Provider to protect the proper interests of such assistance as agreed by Provider or its other customers. If practicable and depending on the Partiesnature of the breach, Provider may adjust any agreed timetable or delivery schedule as reasonably necessary; 8.4.4(in its absolute discretion) give the Customer an opportunity to cure such breach. ensure that In such case once the Users use Customer has cured the Service in accordance with breach, Provider will promptly restore the terms and conditions of this Agreement and shall be responsible for any User's breach of this Agreement; 8.4.5. obtain and shall maintain all necessary licenses, consents, and permissions necessary for Provider, its contractors and agents to perform their obligations under this Agreement, including without limitation the Service; 8.4.6. ensure that its network and systems comply with the relevant specifications provided by Provider from time to time; andServices.

Appears in 1 contract

Samples: Software as a Service (Saas) Agreement

Customer Obligations and Warranties. 8.18.1 The Customer is required at all times during the term to maintain the Customer Equipment in good order and working condition and to provide prior written notification to Provider of any changes it makes in respect thereof. At no time during the Term shall the Customer agrees permit the Customer Equipment to fall below the specifications therefor contained in the Schedule 3. 8.2 The Customer shall provide all such assistance, facilities and information to Provider as Provider may reasonably require in order to enable it to carry out its obligations under this Agreement. 8.3 The Customer undertakes at all times during the Term to comply with all current System Management Regulations. Provider shall use reasonable endeavors give not less than 14 days' written notice to give reasonable notice (where possible and appropriate) to the Customer of additions and changes to System Management Regulations. 8.2. 8.4 In the event that the Customer is in breach of any of its obligations under this Agreement, then:- 8.2.1 8.4.1 Provider cancan not be held responsible should the Service Services fail to comply with the Service Levels as a result (directly or indirectly) of such Customer breach; andbreach and no service credits will accrue on account thereof; 8.2.2 8.4.2 Provider or Partner shall be entitled to charge the Customer for staff time engaged on rectifying any resulting problems at Provider’s then current standard charging rates; and 8.4.3 Provider may without any liability terminate or Partner’s standard charge rates at suspend the timeServices without prejudice to any other pre-existing rights and obligations of either party. 8.3. 8.5 The Customer represents, warrants and undertakes that: 8.3.1 8.5.1 it has and shall during the Term have the legal right and authority to place and use and have used any of its equipment the Customer Equipment as contemplated under this Agreement; 8.3.2 8.5.2 it will use the Service Services only for lawful purposes and in accordance with this Agreement; and 8.3.3 8.5.3 any software, data, equipment or other materials provided by the Customer to Provider or employed by the Customer in its use of or receipt of the Service Services shall not infringe any Intellectual Property Rights Rights, privacy or personal data interests of any third party and shall not be obscene or defamatory of any person and shall not violate the laws or regulations of any state which may have jurisdiction over such activity. 8.4. Customer shall: 8.4.1. provide Provider with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by the Supplier, in order to provide the Service, including but not limited to Customer Data, security access information and configuration services; 8.4.2. without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement; 8.4.3. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. 8.6 In the event of any delays breach of any of the foregoing representations or warranties, in Customer's provision addition to any other remedies available at law or in equity, Provider will have the right to suspend immediately any related Services if deemed reasonably necessary by Provider to protect the proper interests of such assistance as agreed by Provider or its other customers. If practicable and depending on the Partiesnature of the breach, Provider may adjust any agreed timetable or delivery schedule as reasonably necessary; 8.4.4(in its absolute discretion) give the Customer an opportunity to cure such breach. ensure that In such case once the Users use Customer has cured the Service in accordance with breach, Provider will promptly restore the terms and conditions of this Agreement and shall be responsible for any User's breach of this Agreement; 8.4.5. obtain and shall maintain all necessary licenses, consents, and permissions necessary for Provider, its contractors and agents to perform their obligations under this Agreement, including without limitation the Service; 8.4.6. ensure that its network and systems comply with the relevant specifications provided by Provider from time to time; andService(s).

Appears in 1 contract

Samples: Saas Agreement

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Customer Obligations and Warranties. 8.1. Customer agrees undertakes at all times during the Term to comply with all current System Management Regulations. Provider shall use reasonable endeavors to give reasonable not less than 14 days' written notice (where possible and appropriate) to Customer of additions and changes to System Management Regulations. 8.2. In the event that Customer is in breach of any of its obligations under this Agreement, then:- 8.2.1 Provider cancan not be held responsible should the Service Services fail to comply with the Service Levels as a result (directly or indirectly) of such Customer breach; andbreach and no service credits will accrue on account thereof; 8.2.2 Provider or Partner Provider’s Representative shall be entitled to charge Customer for staff time engaged on rectifying any resulting problems at Provider’s or Partner’s standard charge rates at for the timetime being; and 8.2.3 Provider may without any liability in respect thereof terminate or suspend support in relation to the Services without prejudice to any pre- existing rights and obligations of either party. 8.3. Customer represents, warrants and undertakes that: 8.3.1 it has and shall during the Term have the legal right and authority to place and use and have used any of its equipment as contemplated under this Agreement; 8.3.2 it will use the Service Services only for lawful purposes and in accordance with this Agreement; and 8.3.3 any software, data, equipment or other materials provided by Customer to Provider or employed by Customer in its use of or receipt of the Service Services shall not infringe any Intellectual Property Rights of any third party and shall not be obscene or defamatory of any person and shall not violate the laws or regulations of any state which may have jurisdiction over such activity. 8.4. Customer shall: 8.4.1. provide Provider with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by the Supplier, in order to provide the Service, including but not limited to Customer Data, security access information and configuration services; 8.4.2. without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement; 8.4.3. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays breach of any of the foregoing representations or warranties, in Customer's provision addition to any other remedies available at law or in equity, Provider will have the right to suspend immediately any related Services if deemed reasonably necessary by Provider to protect the proper interests of such assistance as agreed by Provider or its other customers. If practicable and depending on the Partiesnature of the breach, Provider may adjust any agreed timetable or delivery schedule as reasonably necessary; 8.4.4(in its absolute discretion) give Customer an opportunity to cure. ensure that In such case once Customer has cured the Users use breach, Provider will promptly restore the Service in accordance with the terms and conditions of this Agreement and shall be responsible for any User's breach of this Agreement; 8.4.5. obtain and shall maintain all necessary licenses, consents, and permissions necessary for Provider, its contractors and agents to perform their obligations under this Agreement, including without limitation the Service; 8.4.6. ensure that its network and systems comply with the relevant specifications provided by Provider from time to time; andService(s).

Appears in 1 contract

Samples: Software as a Service Agreement

Customer Obligations and Warranties. 8.1. The Customer agrees is required at all times during the term to maintain the Customer Equipment in good order and working condition and to provide prior written notification to the Provider of any changes it makes in respect thereof. At no time during the Term shall the Customer permit the Customer Equipment to comply with all current System Management Regulations. Provider shall use reasonable endeavors fall below the specifications as detailed on the Website or elsewhere from time to give reasonable notice (where possible and appropriate) to Customer of additions and changes to System Management Regulationstime. 8.2. In the event that the Customer is in breach of any of its obligations (including, for the avoidance of doubt, timely payment of the Fee) under this Agreement, then:- 8.2.1 8.2.1. The Provider cannot be held responsible should the Service Services fail to comply with the Service Levels perform as a result (directly or indirectly) of such Customer breach; and; 8.2.2 8.2.2. The Provider or Partner shall be entitled to charge the Customer for staff time engaged on rectifying any resulting problems at the Provider’s then current standard charging rates; and 8.2.3. The Provider may without any liability terminate or Partnersuspend the Services (including, for the avoidance of doubt, by way of restricting or blocking the Customer’s standard charge rates at access to the timeSoftware) without prejudice to any other pre-existing rights and obligations of either party. 8.3. The Customer represents, warrants and undertakes that: 8.3.1 8.3.1. it has and shall during the Term have the legal right and authority to place and use and have used any of its equipment the Customer Equipment as contemplated under this Agreement; 8.3.2 8.3.2. it will use the Service Services only for lawful purposes and in accordance with this Agreement; 8.3.3. it will at all times comply with Data Protection Legislation; 8.3.4. any Personal Data will only be provided to the Provider in accordance with Data Protection Legislation; 8.3.5. it will be solely responsible for the accuracy and submission of Customer Data when using the Services and the Provider will not be liable for failing to ensure the accuracy of any Customer Data; and 8.3.3 8.3.6. any software, data, equipment or other materials provided by the Customer to the Provider or employed by the Customer in its use of or receipt of the Service Services shall not infringe any Intellectual Property Rights Rights, privacy or Personal Data interests of any third party and shall not be obscene or defamatory of any person and shall not violate the laws or regulations of any state which may have jurisdiction over such activity. 8.4. Customer shall: 8.4.1. provide Provider with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by the Supplier, in order to provide the Service, including but not limited to Customer Data, security access information and configuration services; 8.4.2. without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement; 8.4.3. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays breach of any of the foregoing representations or warranties, in Customer's provision of such assistance as agreed addition to any other remedies available at law or in equity, the Provider will have the right to suspend immediately any related Services if deemed reasonably necessary by the PartiesProvider to protect the proper interests of the Provider or its other customers. If practicable and depending on the nature of the breach, the Provider may adjust any agreed timetable or delivery schedule as reasonably necessary; 8.4.4(in its absolute discretion) give the Customer an opportunity to cure such breach. ensure that In such case once the Users use Customer has cured the Service in accordance with breach, the terms and conditions of this Agreement and shall be responsible for any User's breach of this Agreement; 8.4.5. obtain and shall maintain all necessary licenses, consents, and permissions necessary for Provider, its contractors and agents to perform their obligations under this Agreement, including without limitation Provider will promptly restore the Service; 8.4.6. ensure that its network and systems comply with the relevant specifications provided by Provider from time to time; andServices.

Appears in 1 contract

Samples: Saas Agreement

Customer Obligations and Warranties. 8.1. 7.1 The Customer agrees at hereby grant Egress a non-exclusive, worldwide, royalty-free licence to use, copy, cache, store and display and reproduce the Customer Data (including all times during intellectual property rights therein) for the Term to comply with all current System Management Regulations. Provider shall use reasonable endeavors to give reasonable notice (where possible and appropriate) to Customer purposes of additions and changes to System Management Regulations. 8.2. In the event that Customer is in breach of any of fulfilling its obligations under this Agreement. 7.2 The Customer hereby represents, then:-undertakes and warrants that: 8.2.1 Provider cannot be held responsible should 7.2.1 the Service fail Customer owns all rights in the Customer Data necessary to comply with grant Egress the Service Levels as a result (directly or indirectly) of such Customer breachright to carry out its obligations pursuant to this Agreement; and 8.2.2 Provider or Partner shall be entitled to charge 7.2.2 the Customer for staff time engaged on rectifying any resulting problems at Provider’s or Partner’s standard charge rates at the time. 8.3. Customer represents, warrants and undertakes that: 8.3.1 it has Data does not and shall during not contravene or breach any applicable law, regulation, code of practice or directive including, without limitation, investment or financial services legislation or consumer or trade regulation or data protection legislation or regulation and that the Term have use of the legal right Customer Data will not contravene any applicable law, regulation or industry standard; and 7.2.3 the Customer Data does not and authority to place shall not infringe any intellectual property rights or other rights of any person, nor are they obscene, defamatory, libellous or slanderous, nor will it cause injury to, invade the privacy of or otherwise violate other rights of any person; and 7.2.4 it shall (i) comply with all applicable local and foreign laws and regulations which may govern the use of the Services, and have used any of its equipment as contemplated under this Agreement; 8.3.2 it will (ii) use the Service Services only for lawful purposes and in accordance with this Agreement; and 8.3.3 any software, data, equipment or other materials provided by Customer to Provider or employed by Customer in its use of or receipt of the Service shall not infringe any Intellectual Property Rights of any third party and shall not be obscene or defamatory of any person and shall not violate the laws or regulations of any state which may have jurisdiction over such activity. 8.4. Customer shall: 8.4.1. provide Provider with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by the Supplier, in order to provide the Service, including but not limited to Customer Data, security access information and configuration services; 8.4.2. without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement; 8.4.3. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in Customer's provision of such assistance as agreed by the Parties, Provider may adjust any agreed timetable or delivery schedule as reasonably necessary; 8.4.4. ensure that the Users use the Service in accordance with the terms and conditions of this Agreement and shall be responsible for any User's breach of this Agreement; 8.4.5. obtain 7.3 The Customer shall comply with the Service Dependencies and shall maintain all necessary licenses, consents, and permissions necessary for Provider, its contractors and agents to perform their other obligations under or dependencies set out in this Agreement, including without limitation its Annexes, or otherwise notified by Egress to the Customer during the Term of this Agreement. Customer acknowledges that a failure to comply with this clause 7.3 shall mean that it and/or Recipients may be unable to use the Services or may only be able to use them in a limited or restricted manner. 7.4 If the Customer has a Private Cloud Service (as defined in Annex A), Customer shall: 7.4.1 provide Egress with a monthly report identifying the number of active users of the Switch Service; and 7.4.2 permit and provide the necessary technical access for Egress to remotely access the Customer’s systems to interrogate the Client Side Software for the sole purpose of generating a report identifying the number of active users of the Switch Service. 7.5 In relation to the End Users, the Customer warrants and represents that: 7.5.1 the maximum number of End Users that it authorises to access and use the Switch Services shall not exceed the number of End User Accounts allocated to the Customer; 8.4.67.5.2 it will not allow any End User Account to be used by any individual End User other than the individual End User to which it was assigned. ensure that Subject to Egress’s prior consent, where the End User Account has been reassigned in its network and systems comply with entirety to another individual End User, the relevant specifications provided by Provider from time prior individual End User shall no longer have any right to timeaccess the End User Account or use the Switch Services; and 7.5.3 each End User shall keep a secure password for his use of the Switch Services and keep his password confidential.

Appears in 1 contract

Samples: Subscriber Agreement

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