CUSTOMER’S DUTIES AND OBLIGATIONS Sample Clauses

CUSTOMER’S DUTIES AND OBLIGATIONS. 5.1 Planon will provide Customer with the tools (for example user names and passwords) to access the Planon SaaS Services. Customer shall prevent any unauthorized access to, or use of, the Planon SaaS Services and Customer will promptly notify Planon of any such unauthorized access or use. Customer may not resell file storage space within its account. 5.2 Each account is for the sole use of Customer. Evidence that file storage space and/or accounts is/are being resold may be reason for termination for material breach and Planon may discontinue the Planon SaaS Services under article 7. Customer shall provide Planon in time with all resource(s), data or information useful or required for the proper execution of this Agreement by both Parties and Customer, including but not limited to if required, granting access to Customer’s premises and/or Customer Data. If Customer in the execution of this Agreement employs its own employees, the latter will have the required knowledge, experience, capacity and quality for this purpose. 5.3 Customer shall be responsible for its use of the Planon SaaS Services and the manner in which the results are obtained through its use of the Planon SaaS Services. Customer shall also be responsible for training given to and use by Named Users. Customer shall be responsible for the Named Users compliance with this Agreement, for the accuracy, quality, integrity and legality of Customer Data, and the transfer of data between (a) Customer’s backend system and the Planon SaaS Cloud (if any), and (b) the Devices and the Planon SaaS Cloud. 5.4 Customer shall not (i) use the Planon SaaS Services to store or transmit infringing, libellous or otherwise unlawful or tortious material, or to store or transmit material in violation of third- party privacy rights; (ii) use the Planon SaaS Services to store or transmit any malicious code such as but not limited to cancelbots, back doors, easter eggs, time bombs, trap doors, trojan horses viruses, worms, files, scripts, agents or programs intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information (“Malicious Code”); (iii) intentionally interfere with or disrupt the integrity or performance of the Planon SaaS Services or third party data contained therein, and shall make reasonable efforts to ensure that no other software, data or equipment having an adverse impact on the Planon SaaS Services has been introduced in its backend sy...
Sample 1
CUSTOMER’S DUTIES AND OBLIGATIONS. Customer shall prevent any unauthorized access to, or use of, the Tech Partner Platform Apps and Connector Software and Customer will promptly notify Tech Partner of any such unauthorized access or use. Customer shall be responsible for its users in compliance with this XXXX, for the accuracy, quality, integrity and legality of Customer Data. Customer shall not (i) use the Tech Partner Platform Apps and Connector Software to store or transmit infringing, libellous or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (ii) use the Tech Partner Platform Apps and Connector Software to store or transmit any malicious code such as but not limited to cancelbots, back doors, easter eggs, time bombs, trap doors, trojan horses viruses, worms, files, scripts, agents or programs intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information (“Malicious Code”); (iii) intentionally interfere with or disrupt the integrity or performance of the Tech Partner Platform Apps and Connector Software or third party data contained therein, and shall make reasonable efforts to ensure that no other software, data or equipment having an adverse impact on the Tech Partner Platform Apps and Connector Software has been introduced in backend systems; or (iv) attempt to gain unauthorized access to the Tech Partner Platform Apps and Connector Software or to related systems or networks.
Sample 1
CUSTOMER’S DUTIES AND OBLIGATIONS. 9.1 Customer shall undertake to keep up to date any data provided during the registration process at all time and shall refrain from violating these GTC and applicable laws. In particular, Customer shall undertake to meet payment demands of the Operator in a timely manner. Furthermore, Customer shall ensure that Customer’s account is used exclusively by Customer. Customer shall treat Customer’s access data and the data archived on the site as confidential and shall ensure that third parties do not gain access to Customer’s data. If the Customer should culpably breach this duty, Customer shall be directly responsible for any resulting damages. 9.2 Moreover, Customer shall undertake to use the platform exclusively for its intended purpose (mobile marketing as defined in Sect. 1.4) and to observe all contractual and statutory provisions when using the platform. Any usage that goes beyond the purpose of the usage relationship shall be prohibited. In particular, Customer shall not be permitted to: - Send out promotional messages without observing the statutory requirements (in particular consent mandates and revocability) - Send out promotional messages that advertise illegal goods and / or services - Send SPAM messages - Make available to third parties Customer’s access free of charge or in exchange for payment to send out electronic messages for third party businesses - Spy out economically relevant data of the Operator or of other customers; this shall apply in particular to the pirating of third party lists of recipients. 9.3 In the event of any violation of the provisions set forth in this Article, the Operator shall have the right to temporarily block the customer account and / or the sending of electronic messages or to terminate the user agreement extraordinarily. The type of sanction imposed shall depend on the type, severity and duration or the number of violations and shall be chosen at Operator’s discretion. A blockage of the customer account or the suspension of the sending of electronic messages shall be without prejudice to the term of the user agreement.
Sample 1
CUSTOMER’S DUTIES AND OBLIGATIONS. A. Customer shall use the Movilizer Service only in accordance with the Documentation and applicable laws and government regulations. B. Customer shall be responsible for Mobile Users’ compliance with this Agreement, for the accuracy, quality, integrity and legality of Customer Data, and the transfer of data between (i) the Customer’s backend system and the Movilizer Cloud (if any), and (ii) the Mobile Devices and the Movilizer Cloud. C. Customer shall ensure that Customer Data is in a proper format, as specified by the Documentation of the APIs of the Movilizer WebService Connector. D. Customer shall use commercially reasonable efforts to prevent any unauthorized access to or use of the Movilizer Service, and notify Movilitas promptly of any such unauthorized access or use. E. Customer shall not (i) use the Movilizer Service to store data, to store or transmit infringing, libellous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights; (ii) use the Movilizer Services to store or transmit Malicious Code; (iii) intentionally interfere with or disrupt the integrity or performance of the Movilizer Service or third party data contained therein, and shall make reasonable efforts to ensure that no other software, data or equipment having an adverse impact on the Movilizer Service has been introduced in its backend systems; or (iv) attempt to gain unauthorized access to the Movilizer Service or to related systems or networks operated by Movilitas.
Sample 1
CUSTOMER’S DUTIES AND OBLIGATIONS. 4.1. Customer shall at all times during the term of this Agreement duly cooperate with Safebridge. In particular Customer shall: (a) pay any remuneration due in accordance with the License and Remuneration Model as chosen by Customer; (b) provide and maintain the technical equipment required to receive and use the Application and ensure that the technical equipment complies with the requirements set out in the “Minimum Requirements for the Use of the Application” as set out under xxx.xxxxxxxxxx.xxx and as updated from time to time; (c) provide Safebridge with its electronic contact data, and keep this information updated, if necessary; (d) check its mailbox regularly and secure that e-mails from Safebridge, especially invoices, are received; (e) ensure that the login data is protected against unauthorized access and is not to disclose to any third party; (f) instruct Users and supervise Users regarding the confidential use of the login data handed over to them; (g) secure that Users accept the Terms of Use (TOU) (as set out at xxx.xxxxxxxxxx.xxx) before using the Application and complies with the Terms of Use at any time. 4.2. Customer at any time remains fully responsible (a) for its Users and the work conducted by such users, and Safebridge by offering the Assessments and issuing the reports under this Agreement does not accept any responsibility in this regard; in particular (but not limited to) with regard to decisions made by Customer based on the generated reports. (b) the usage of generated reports in compliance with all applicable laws, in particular (but not limited to) with regard to data protection, privacy and labor laws.
Sample 1

Related to CUSTOMER’S DUTIES AND OBLIGATIONS

  • Duties and Obligations The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

  • Liabilities and Obligations 33 6.8 Conformity with Law; Litigation.................................33 6.9 No Violations...................................................33 6.10

  • Duties and Obligations of Employee General Duties Section 2.1 As of the date set forth in Section 8.8, Employee shall serve as Employer’s President & Chief Executive Officer, and he shall also serve as a member of Employer’s Board of Directors. Prior to such date, Employee shall continue to serve in his current capacity as Executive Vice-President working under the direction of and reporting to Mxxxxxx D’Addio, the Company’s current President and Chief Executive Officer. In his capacity as President and Chief Executive Officer, Employee shall do an perform all services, acts or things in accordance with the policies set by Employer’s Board of Directors. Employee shall perform such services primarily in Campbell, California, which shall serve as the Employer’s principal facility, except that the parties understand that temporary travel on Employer’s business to other sites shall be required. The parties may designate another location for Employee to primarily perform his services; provided, however, that Employee’ permanent place of employment shall not be more than fifty miles from Campbell, California absent Employee’s written consent. (a) Employee shall devote substantially all his productive time, ability an attention to the business of Employer during the employment term. (b) Employee shall not engage in any other business duties or pursuit whatsoever, or directly or indirectly render any services of a business, commercial or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of the Board of Directors except for (1) boards of directors or private companies on which Employee currently serves and (2) other boards of directors to which Employee shall not devote more than 16 hours of service per month (measured on an annual basis). However, the expenditure of reasonable amounts of time for education, charitable or professional activities shall not be deemed a breach of this Agreement if those activities do not materially interfere with the services required under this Agreement. (c) In addition to Employee’s providing occasional service as a member of the Board(s) of Directors as provided above, this Agreement shall not be interpreted to prohibit Employee from making passive personal investments or conducting private business affairs if those activities do not materially interfere with the services required under this Agreement.

  • Survival of Rights, Duties and Obligations Termination of this Agreement for any cause shall not release a Party from any liability which at the time of termination has already accrued to such Party or which thereafter may accrue in respect of any act or omission prior to such termination.

  • Assumption of Liabilities and Obligations As of the Closing Date, Buyer shall (a) assume and undertake to pay, discharge, and perform all obligations and liabilities of the Seller under the Licenses and the Assumed Contracts insofar as they relate to the time on and after the Closing Date, and arise out of events related to Buyer's ownership of the Assets or its operation of the Station on or after the Closing Date and those relating to the period prior to the Closing which Buyer agrees to assume pursuant to the prorations and adjustments and (b) shall pay that portion of the principal and interest due and payable following the Closing Date pursuant to the terms of the Credit Agreement dated as of December 29, 1995, among Whitxxxxx Xxxia, Inc. and its Affiliates, the several Lenders From Time to Time Parties thereto, CIBC Inc., as Documentation Agent, and Banque Paribas, as Administrative Agent that is allocable to the Station as set forth in Schedule 6.03 to the Credit Agreement. Buyer shall not assume any other obligations or liabilities of Seller, including (i) any obligations or liabilities under any Contract not included in the Assumed Contracts, (ii) any obligations or liabilities under the Assumed Contracts relating to the period prior to the Closing Date, (iii) any claims or pending litigation or proceedings relating to the operation of the Station prior to the Closing, (iv) any obligations or liabilities arising under agreements entered into other than in the ordinary course of business, (v) any obligation to any employee of the Station for severance benefits, vacation time, or sick leave accrued prior to the Closing Date relating to any employee of Seller who is not employed or offered employment by Buyer within the 90-day adjustment period, or (vi) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of Seller prior to the Closing, and all such obligations and liabilities shall remain and be the obligations and liabilities solely of Seller.

  • Duties and Obligations of Administrative Agent The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing (the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law; rather, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties), (b) the Administrative Agent shall have no duty to take any discretionary action or exercise any discretionary powers, except as provided in Section 11.03, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article VI or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or as to those conditions precedent expressly required to be to the Administrative Agent’s satisfaction, (vi) the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower and its Subsidiaries or any other obligor or guarantor, or (vii) any failure by the Borrower or any other Person (other than itself) to perform any of its obligations hereunder or under any other Loan Document or the performance or observance of any covenants, agreements or other terms or conditions set forth herein or therein. For purposes of determining compliance with the conditions specified in Article VI, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed closing date specifying its objection thereto.

  • Rights and Obligations of the Parties SECTION 1

  • Parties' Rights and Obligations If during the Term there is any Condemnation of all or any part of the Leased Property or any interest in this Lease, the rights and obligations of Lessor and Lessee shall be determined by this Article 15.

  • Finance Parties’ rights and obligations (a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents. (b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt. (c) A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

  • RIGHTS AND OBLIGATIONS OF NWESD The NWESD Board of Directors and Superintendent agree to provide educational services pursuant to requirements of the Office of the Superintendent of Public Instruction (OSPI). All staff for the Program shall be employed by the NWESD and subject to the policies and rules and regulations of the NWESD, including regulations pertaining to RCW 28A.400.303, RCW 28A.400.322 and RCW 28A.400.330, and teacher certification as required by the State of Washington. In accordance with this Agreement, the NWESD shall: A. Operate a self-contained education program for students with specialized learning needs who manifest severe behavior challenges. B. Recruit, employ, and supervise staff required to adequately operate the Program. All staff for the Program shall be employed by the NWESD and shall be subject to the policies, rules and regulations of the Board of Directors of the NWESD. The NWESD reserves the right to delay or, if necessary, deny placement of any student where staffing capacity at the time of referral is estimated to be insufficient to adequately operate the Program upon student enrollment. C. Contract for staff each year according to the total number of students participating Districts have identified prior to March 1st, as identified in Section IV.A. When the number of students enrolled in the Program exceeds the level that can be reasonably accommodated by existing staff, additional staff may be hired as necessary. D. Contract or subcontract with any person or entity to provide services needed to operate the Program. E. Develop consistent procedures for students entering into and exiting from the Program. F. Coordinate interdistrict and interagency services and agreements required to implement educational plans and programs, including an Individual Education Program (IEP). G. Coordinate with each District for transportation, related services, and emergency services as needed to support attendance on a full-time basis. Related services for students are to be based upon IEP-designated needs. These services will be provided and paid for by each student’s resident District, unless it has been agreed upon by the IEP team that it would be more appropriate to offer these services as part of the Program. Student-specific services (e.g., 1:1 instructional aides, OT, PT, SLP, and other services) that are provided by the Program will be billed as an additional cost (including indirect charges) to the resident District of the student, unless otherwise agreed in writing. H. Coordinate Program and resident District personnel in accomplishing assessments, IEPs (to include resident District participation), and a full continuum of services for students. I. Coordinate shuttle transportation with each District during the school day between identified learning centers.