Hosted Services 3.1 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the business purposes of the Customer in accordance with the Documentation during the Term.
3.2 The Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account to enable the Customer to configure and administer the Hosted Services and enable registration of Customer End Users.
3.3 Except to the extent expressly permitted in this Agreement or required by law on a non- excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to use the Hosted Services;
(b) the Customer must not make any alteration to the Platform; and
(c) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.
3.5 The Customer shall use reasonable endeavours, including appropriate organisational and technical measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an Account.
3.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) shall govern the availability of the Hosted Services.
3.7 The Customer must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account comply with the Terms Of Use.
3.8 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to AWS for the benefit of the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
User Generated Content 10.1 As a user to this website, You may be allowed to post any User Generated Content (“User Content”) and You agree, by submitting your contribution, you xxxxx XX Group a perpetual, royalty-free, non-exclusive, sublicensable right and license to use, reproduce, edit, modify, adapt, publish, translate, create derivate works from, distribute, perform, play, make available to the public, and exercise all copyright and publicity rights with respect to your contribution worldwide and/or to incorporate your contribution in other works in any media, now known or later developed, for the full terms of any rights that may exist in your contribution.
10.2 You also hereby grant other user of TM Website a non-exclusive license to access your User Content through the access and/or use of TM Website, and to use such User Content only as permitted through the functionality of TM Website.
10.3 You understand and agree that TM may retain and store, but not display, distribute, or perform, server copies of User Content that has been removed or deleted. The above licenses granted to TM, by You in User Content is irrevocable.
10.4 Further to the foregoing paragraph, by submitting your User Content to us, You warrant that:-
(a) your User Content is your own original work or have the necessary license, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Content to enable TM to use of the User Content in the manner required by us and that you have the right to make it available to us for all the purposes specified above;
(b) your User Content is not defamatory, threatening, injurious, insulting character, offensive, abusive, offensive on moral, menacing, religious or political grounds, impair your confidentiality obligations;
(c) your User Content does not infringe the law;
(d) You shall be solely responsible for your own User Content and the consequences of posting or publishing them;
(e) You will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post material and to grant us all of the license rights granted herein; and/or
(f) waive any moral rights in your User Content for the purposes of its submission to and publication in TM Website and the purposes specified above.
10.5 You understand that whether or not such User Content is posted, TM does not guarantee any confidentiality with respect to any User Content. TM does not endorse any User Content or any opinion, recommendation, or advice expressed therein, and expressly disclaims any and all liability in connection with User Content. We do not permit activities which will infringe any Intellectual Property Rights including copyright and we will remove all infringing contents and User Content upon notification that such Content or User Content infringes on another’s Intellectual Property Rights. We further reserve the right to remove any Content or User Content without prior notice.
10.6 You understand and agree that we may review and delete any User Content that you posted at any time without notice, without liability and for any reason whatsoever, especially if you breach the terms and conditions herein.
10.7 We reserve the right to investigate and take appropriate legal action, in our sole discretion, against You for the User Content especially if it violates TM policy and report you to the Appropriate Authority.
Service Areas HHSC authorizes the MA Dual SNP to add the MA Product to Texas service areas that are not identified in Attachment C, Proposed MA Product Service Areas, provided it receives prior CMS approval and complies with the notice requirements specified in this Agreement.
Third Party Proprietary Data The Disclosing Party's Third Party Proprietary Data, if any, will be identified in a separate technical document.
Contractor Personnel Contractor's staff is expected to present a professional appearance. All personnel of the Contractor will be neat, well groomed, properly uniformed in industry standard uniforms and are expected to conduct themselves at all times in a responsible and courteous manner while performing any work under this Agreement and/or whenever they are on District property. The following code of conduct will be adhered to by the Contractor, his agent(s) and/or his employees. If Contractor fails to ensure that its employees or other agents comply with these requirements, then Contractor may be terminated for cause under this Agreement:
A. All employees of the Contractor shall wear a recognizable uniform. No hats will be worn inside the building. All of Contractor’s employees and agents performing work must carry a government-issued photo ID. Contractor’s employees and agents will present ID to District Staff upon request. This provision will be strictly enforced.
B. The use of tobacco or tobacco products on Board property is prohibited by State law.
C. The Contractor will not be permitted to utilize Day Labor or Temporary Workers to provide any services at any District facility. This includes any employees or agents that are hired prior to contract award. Failure to comply with this requirement could result in immediate termination of contract with the Contractor liable for any breach, including liquidated damages for delay damages and/or forfeiture of Performance Bond.
D. The Contractor or employees or agents of the Contractor are not permitted to play loud music, to make unnecessary noises, or to use vulgar or inappropriate language that causes offense to others.
E. The employment of unauthorized or illegal aliens by the Contractor is considered a violation of Section 247A (e) of the Immigration and Naturalization Act. If the Contractor knowingly employs unauthorized aliens, such a violation shall also be cause for termination of this Agreement.
F. Possession of firearms will not be tolerated on Board property. No person who has a firearm in their vehicle will be permitted to park on District property. Any employee of the Contractor found in violation of this policy will be immediately asked to leave, and will not be allowed to return to perform further work without the consent of the District.
G. The Contractor certifies that he/she will not engage in the unlawful manufacture, sale distribution, dispensation, possession, or use of a controlled substance or drug during the performance of the contract and that a drug-free workplace will be provided for the Contractor’s employees or agents during the performance of the contract. The Contractor also certifies that he will secure from any subcontractor who works on the contract, written certification of the same drug free workplace requirements. False certification or violation by failing to carry out requirements of O.C.G.A. § 50-24-3 may cause suspension, termination of contract, or debarment of such bidder Please Note: If any employee or agent of the Contractor or Sub-contractor is found to have brought a firearm on District property, the Contractor or Sub-contractor shall prohibit them from continuing to perform any work on District property. If the Contractor or Sub-contractor fails to do so, then the District may terminate this Agreement for cause as set forth below.
Customer Content As part of the Services provided under this Agreement, Customer Data will be stored and processed in the data center region specified in the applicable Ordering Document. Axway shall not access Customer Content except in response to support or technical issues where Customer provides Axway with prior Customer’s written authorization required to access such Customer Content. Axway is not responsible for unauthorized access, alteration, theft or destruction of Customer Content arising from Customer’s own or its authorized users’ actions or omissions in contravention of the Documentation. Customer’s ability to recover any lost data resulting from Axway’s misconduct is limited to restoration by Axway from the most recent back-up.
Hosting Services 13.1 If Supplier or its subcontractor, affiliate or any other person or entity providing products or services under the Contract Hosts Customer Data in connection with an Acquisition, the provisions of Appendix 1, attached hereto and incorporated herein, apply to such Acquisition.
13.2 If the Hosting of Customer Data by Supplier or its subcontractor, affiliate or any other person or entity providing products or services under the Contract contributes to or directly causes a Data Breach, Supplier shall be responsible for the obligations set forth in Appendix 1 related to breach reporting requirements and associated costs. Likewise if such Hosting contributes to or directly causes a Security Incident, Supplier shall be responsible for the obligations set forth in Appendix 1, as applicable. 14 Change Management
Designated Configuration; Trained Personnel State Street and the Fund shall be responsible for supplying, installing and maintaining the Designated Configuration at the Designated Locations. State Street and the Fund agree that each will engage or retain the services of trained personnel to enable both parties to perform their respective obligations under this Addendum. State Street agrees to use commercially reasonable efforts to maintain the System so that it remains serviceable, provided, however, that State Street does not guarantee or assure uninterrupted remote access use of the System.
Review Systems; Personnel It will maintain business process management and/or other systems necessary to ensure that it can perform each Test and, on execution of this Agreement, will load each Test into these systems. The Asset Representations Reviewer will ensure that these systems allow for each Review Receivable and the related Review Materials to be individually tracked and stored as contemplated by this Agreement. The Asset Representations Reviewer will maintain adequate staff that is properly trained to conduct Reviews as required by this Agreement.
Service Area (a) SORACOM shall provide the SORACOM Air Global Service within the area designated on the web site of SORACOM (the “Service Area”), provided, that, the Service Area may be different if stated otherwise as specified by SORACOM separately. However, within the Service Area, you may not use the SORACOM Air Global Service in places where transmissions are difficult to send or receive.
(b) The parties of this Agreement acknowledge that there may be countries or locations within which SORACOM may be restricted from providing the SORACOM Air Global Service due to applicable laws, regulations, decisions, rules or orders (“Restrictions”). During the Term, SORACOM will use reasonable efforts to monitor whether there are any such Restrictions. SORACOM may in its sole discretion and at any time, suspend, discontinue, limit, or modify the SORACOM Air Global Service or impose additional requirements on the provision of the SORACOM Air Global Service, as may be reasonably required to comply with any such Restrictions.
(c) In no event will SORACOM be required to provide the SORACOM Air Global Service in countries or locations, or in a manner that would be in violation of the Restrictions and its failure to provide the SORACOM Air Global Service due to the Restrictions will not be deemed to be a breach of its obligations under this Agreement.
(d) In the event that any Restriction, or any change in applicable law, regulation, decision, rule or order materially or adversely affects the delivery of the SORACOM Air Global Service (including the economic viability thereof), SORACOM will notify Subscribers in writing and the parties will negotiate in good faith regarding changes to this Agreement. If the parties cannot reach agreement within 30 days after notification from SORACOM requesting renegotiation, SORACOM may terminate the Agreement upon 30 days’ written notice to the Subscriber.
