Helpdesk Services. 3.1 The provisions of this Article 3.0 apply only to the extent that Client has purchased Helpdesk Services pursuant to the Agreement or the Agreement includes Helpdesk Services as part of the Agreement. 3.2 If the Agreement includes Helpdesk Services, Decipher will provide the Helpdesk Services to Client in accordance with the terms of the Agreement and for the Helpdesk Services Term. 3.3 If Client has purchased Helpdesk Services from Decipher or the Agreement includes Helpdesk Services as part of the Agreement: (a) Decipher will provide Helpdesk Services, so that the Software will function substantially in accordance with the Specifications; (b) Decipher will provide the following Helpdesk Services by answering Client's requests for support: (i) explanation of installation procedures, functions and features of the Proprietary Software; (ii) clarification of Documentation; and (iii) error analysis – on regular business days, Monday through Thursday, 24 hours per day and Friday until 5:00 p.m. PT; Client’s request for Helpdesk Services will be acknowledged by Decipher within one (1) business hour. Requests received outside of the business hours noted above, on weekends, or holidays listed here: xxxxx://xxxxxxx.xxxxxxxxxxx.xxx?cid=helpdesk, (together “Non-Business Hours”) will be acknowledged the next business day by 9:00 a.m. Support Service hours will be billed in quarter increments (.25) with a .25 minimum charge on all requests. In the event Helpdesk Services are needed and requested during Non-Business Hours, Decipher will charge its standard rate at the time. Prior to commencing Helpdesk Services during Non-Business Hours, Decipher may require a “Statement of Work” be negotiated, agreed upon, and executed. The Statement of Work will describe the specific services to be performed and the hours in which they are scheduled to be performed by. The Statement of Work will expressly refer to this Agreement, be a part of this Agreement, and be subject to the terms and conditions contained herein. (c) Client is not restricted to one point of contact when contacting Helpdesk Services with requests; any member of the Client’s staff may reach out independently for support. 3.4 If Client has purchased Helpdesk Services or the Agreement includes Helpdesk Services, and Client after receiving Helpdesk Services in accordance with Section 3.3(a), suspects that there is a failure or deficiency in the Proprietary Software or the Proprietary Software is not performing substantially in accordance with the Specifications or Documentation, Client will notify Decipher in writing. The notice will include a description of the suspected defect or non-conformity and the circumstances of its occurrence. Upon receipt of such notice, Decipher will use commercially reasonable efforts to confirm the existence of the defect or non-conformity, correct it, and provide an explanation of the correction applied. If there is no such defect or non-conformity, Decipher is entitled to charge Client for the technical Helpdesk Services provided to Client at Decipher's standard rates from time to time. 3.5 The Helpdesk Services do not include any customizations, adaptations, or modifications to the Proprietary Software to meet Client's requirements. Should Client require any such customization services, the Client will engage Decipher at Decipher's standard rates from time to time and a Statement of Work may be issued by Decipher prior to services being rendered. 3.6 Client acknowledges that the Helpdesk Services are limited to the services and remedies expressly set out in these Terms and Conditions and exclude any services or additions, modifications or adjustments to the Proprietary Software to correct any defect or non-conformity relating to: (a) the use of the Proprietary Software in combination with apparatus, systems, products or services where such combination was not provided, proposed or recommended by Decipher or contemplated in the Specifications or Documentation, except to the extent such use reasonably constitutes an intended or expected use of such Proprietary Software and such use was disclosed in writing by the Client to Decipher in advance of such use; or (b) the alteration or modification of the Proprietary Software after delivery by Decipher, if such alteration or modification is made by a person other than Decipher or otherwise without Decipher's authorization, direction, request or specification; or (c) Client's failure to incorporate any Improvements that Decipher has provided to Client; or (d) Client's operation of the Proprietary Software in an erroneous way or outside what described in the Documentation or non-compliance with any of the terms of this Agreement; (e) the access to or operation of the Proprietary Software by someone who is not a licensed Client; (f) the failure of Client's systems to meet the applicable Technical Requirements; or (g) issues due to general internet latency and connection loss, or issues related to inadequate bandwidth, insufficient network, etc., and not related to the Hosting Services. 3.7 Client's Helpdesk Services under the Agreement will expire upon expiration of the Helpdesk Services Term or earlier termination of the Helpdesk Services or the Agreement in accordance with these Terms and Conditions, as the case may be.
Appears in 1 contract
Samples: Software as a Service Agreement
Helpdesk Services. 3.1 The provisions of If this Article 3.0 apply only to the extent that Agreement includes Helpdesk Services or if Client has purchased Helpdesk Services pursuant with respect to the Agreement or the Agreement includes Helpdesk Services as part use of the Agreement.
3.2 If the Agreement includes Helpdesk Services, Decipher will provide the Helpdesk Services to Client in accordance with the terms of the Agreement and for the Helpdesk Services Term.
3.3 If Client has purchased Helpdesk Services from Decipher or the Agreement includes Helpdesk Services as part of the AgreementKinesis:
(a) Decipher 5.1 Forsta will provide Helpdesk Services, Services so that the Software Kinesis will function substantially in accordance with the Specifications;.
5.2 Forsta will provide Helpdesk Services twenty-four (b24) Decipher hours a day, seven (7) days a week. Notwithstanding the foregoing, Forsta will not provide Helpdesk Services on the holidays listed here: xxxxx://xxxxxxx.Xxxxxx.xxx?cid=helpdesk (“Non-Business Hours”).
5.3 In response to Client’s requests for support, Forsta will provide the following Helpdesk Services by answering Client's requests for supportServices: (i) explanation of installation procedures, functions and features of the Proprietary SoftwareServices; (ii) clarification of Documentation; and (iii) error analysis – on regular business days, Monday through Thursday, 24 hours per day and Friday until 5:00 p.m. PT; analysis. Forsta shall undertake commercially reasonable efforts to acknowledge Client’s request for Helpdesk Services will be acknowledged by Decipher within an initial response time of one (1) business hourhour on weekdays and an initial response time of two (2) business hours on weekends. Requests received outside of the business hours noted above, on weekends, or holidays listed here: xxxxx://xxxxxxx.xxxxxxxxxxx.xxx?cid=helpdesk, (together “Non-Business Hours”) will be acknowledged the next business day by 9:00 a.m. Support Service hours will be billed in quarter increments (.25) with a .25 minimum charge on all requestsday. In the event Should Client need and request Helpdesk Services are needed and requested during Non-Business Hours, Decipher Forsta will charge its then- standard rate at the timerate. Prior to commencing Helpdesk Services during Non-Business Hours, Decipher Forsta may require a an additional agreement in writing (an “Statement of Work” be negotiated, agreed upon, and executedAddendum”). The Statement of Work Addendum will describe the specific services to be performed and the hours in which they are scheduled to be performed by. The Statement of Work Addendum will expressly refer to this Agreement, be a part of this Agreement, and be subject to the terms and conditions contained herein.
(c) 5.4 Client is not restricted to one point of contact when contacting Helpdesk Services with requests; Client shall provide Forsta a list of designated contacts and any member of the Client’s staff person so listed may reach out to Forsta independently for support.
3.4 5.5 If Client has purchased Helpdesk Services or the Agreement includes Helpdesk Services, and Client after receiving Helpdesk Services in accordance with Section 3.3(a), suspects that there is a failure or deficiency in the Proprietary Software Services or the Proprietary Software Kinesis is not performing substantially in accordance with the Specifications or DocumentationSpecifications, Client will notify Decipher Forsta in writing. The notice will include a description of the suspected defect or non-conformity and the circumstances of its occurrence. Upon receipt of such notice, Decipher Forsta will use commercially reasonable efforts to confirm the existence of the defect or non-conformity, correct it, and provide an explanation of the correction applied. If Forsta reasonably determines that there is no such defect or non-conformity, Decipher Forsta is entitled to charge Client for the technical Helpdesk Support Services provided to Client (as defined in Article 5.6) at Decipher's Forsta’s then- standard rates from time to timerate.
3.5 The Helpdesk Services do not include any customizations, adaptations, or modifications to the Proprietary Software to meet Client's requirements. Should Client require any such customization services, the Client will engage Decipher at Decipher's standard rates from time to time and a Statement of Work may be issued by Decipher prior to services being rendered.
3.6 5.6 Client acknowledges that the Helpdesk Services are limited to the services and remedies expressly set out in these Terms and Conditions this Agreement and exclude any services or additionscustomizations, adaptations, modifications or adjustments to the Proprietary Software Services to meet Client’s requirements or to correct any defect or non-non- conformity relating to:
(a) : • the use of the Proprietary Software Services in combination with apparatus, systems, products or services where such combination was not provided, proposed or recommended provided by Decipher or contemplated in the Specifications or Documentation, except to the extent such use reasonably constitutes an intended or expected use of such Proprietary Software and such use was disclosed in writing by the Client to Decipher in advance of such useForsta; or
(b) • the alteration or modification of the Proprietary Software Services after delivery by DecipherForsta, if such alteration or modification is made by a person other than Decipher Forsta or otherwise without Decipher's Forsta’s written authorization, direction, request or specification; or
(c) • Client's ’s failure to incorporate any Improvements that Decipher Forsta has provided to Client; or
(d) Client's ’s operation of the Proprietary Software Services in an erroneous way or outside what is described in the Documentation or non-compliance with any of the terms of this Agreement;
(e) ; • the access to or operation of the Proprietary Software Services by someone who is not a licensed Client;
(f) other than an Authorized User; the failure of Client's ’s systems to meet the applicable Technical Requirementstechnical requirements; or
(g) or • issues due to general internet latency and connection loss, or issues related to inadequate bandwidth, insufficient network, etc., and not related to the Hosting Services. Should Client require any such services outside the scope of the Helpdesk Services (“Support Services”), Client will engage Forsta at Forsta’s then-standard rate and a work order may be issued by Forsta prior to such Support Services being rendered. Support Service hours will be billed in quarter hour increments (0.25) with a 0.25 hour minimum charge on all requests. Forsta reserves the right, in its sole discretion, to determine what is considered fair and reasonable within the scope of the Helpdesk Services.
3.7 5.7 Client's ’s Helpdesk Services under the Agreement will expire upon the earlier of the expiration of the Helpdesk Services Term or Term, earlier termination of the Helpdesk Services or the Agreement in accordance with these Terms and Conditionstermination of this Agreement, as the case may be.
Appears in 1 contract
Helpdesk Services. 3.1 The provisions of If this Article 3.0 apply only to the extent that Agreement includes Helpdesk Services or if Client has purchased Helpdesk Services pursuant to the Agreement or the Agreement includes Helpdesk Services as part of the Agreement.
3.2 If the Agreement includes Helpdesk for Research Services, Decipher will provide the Helpdesk Services to Client in accordance with the terms of the Agreement and for the Helpdesk Services Term.
3.3 If Client has purchased Helpdesk Services from Decipher or the Agreement includes Helpdesk Services as part of the Agreement:
(a) Decipher 5.1 FocusVision will provide Helpdesk Services, Services so that the Proprietary Software will function substantially in accordance with the Specifications;.
5.2 FocusVision will provide Helpdesk Services twenty-four (b24) Decipher hours a day, seven (7) days a week. Notwithstanding the foregoing, FocusVision will not provide Helpdesk Services on the holidays listed here: xxxxx://xxxxxxx.xxxxxxxxxxx.xxx?cid=helpdesk (“Non-Business Hours”).
5.3 In response to Client’s requests for support, FocusVision will provide the following Helpdesk Services by answering Client's requests for supportServices: (i) explanation of installation procedures, functions and features of the Proprietary SoftwareServices; (ii) clarification of Documentation; and (iii) error analysis – on regular business days, Monday through Thursday, 24 hours per day and Friday until 5:00 p.m. PT; analysis. FocusVision shall undertake commercially reasonable efforts to acknowledge Client’s request for Helpdesk Services will be acknowledged by Decipher within an initial response time of one (1) business hourhour on weekdays and an initial response time of two (2) business hours on weekends. Requests received outside of the business hours noted above, on weekends, or holidays listed here: xxxxx://xxxxxxx.xxxxxxxxxxx.xxx?cid=helpdesk, (together “Non-Business Hours”) will be acknowledged the next business day by 9:00 a.m. Support Service hours will be billed in quarter increments (.25) with a .25 minimum charge on all requestsday. In the event Should Client need and request Helpdesk Services are needed and requested during Non-Business Hours, Decipher FocusVision will charge its then-standard rate at the timerate. Prior to commencing Helpdesk Services during Non-Business Hours, Decipher FocusVision may require a an additional agreement in writing (an “Statement of Work” be negotiated, agreed upon, and executedAddendum”). The Statement of Work Addendum will describe the specific services to be performed and the hours in which they are scheduled to be performed by. The Statement of Work Addendum will expressly refer to this Agreement, be a part of this Agreement, and be subject to the terms and conditions contained herein.
(c) 5.4 Client is not restricted to one point of contact when contacting Helpdesk Services with requests; Client shall provide FocusVision a list of designated contacts and any member of the Client’s staff person so listed may reach out to FocusVision independently for support.
3.4 5.5 If Client has purchased Helpdesk Services or the Agreement includes Helpdesk Services, and Client after receiving Helpdesk Services in accordance with Section 3.3(a), suspects that there is a failure or deficiency in the Proprietary Software Services or the Proprietary Software is not performing substantially in accordance with the Specifications or DocumentationSpecifications, Client will notify Decipher FocusVision in writing. The notice will include a description of the suspected defect or non-conformity and the circumstances of its occurrence. Upon receipt of such notice, Decipher FocusVision will use commercially reasonable efforts to confirm the existence of the defect or non-conformity, correct it, and provide an explanation of the correction applied. If FocusVision reasonably determines that there is no such defect or non-non- conformity, Decipher FocusVision is entitled to charge Client for the technical Helpdesk Support Services provided to Client (as defined in Article 5.6) at Decipher's FocusVision’s then-standard rates from time to timerate.
3.5 The Helpdesk Services do not include any customizations, adaptations, or modifications to the Proprietary Software to meet Client's requirements. Should Client require any such customization services, the Client will engage Decipher at Decipher's standard rates from time to time and a Statement of Work may be issued by Decipher prior to services being rendered.
3.6 5.6 Client acknowledges that the Helpdesk Services are limited to the services and remedies expressly set out in these Terms and Conditions this Agreement and exclude any services or additionscustomizations, adaptations, modifications or adjustments to the Proprietary Software Services to meet Client’s requirements or to correct any defect or non-non- conformity relating to:
(a) : the use of the Proprietary Software Services in combination with apparatus, systems, products or services where such combination was not provided, proposed or recommended provided by Decipher or contemplated in the Specifications or Documentation, except to the extent such use reasonably constitutes an intended or expected use of such Proprietary Software and such use was disclosed in writing by the Client to Decipher in advance of such useFocusVision; or
(b) the alteration or modification of the Proprietary Software Services after delivery by DecipherFocusVision, if such alteration or modification is made by a person other than Decipher FocusVision or otherwise without Decipher's FocusVision’s written authorization, direction, request or specification; or
(c) Client's ’s failure to incorporate any Improvements that Decipher FocusVision has provided to Client; or
(d) Client's ’s operation of the Proprietary Software Services in an erroneous way or outside what is described in the Documentation or non-compliance with any of the terms of this Agreement;
(e) ; the access to or operation of the Proprietary Software Services by someone who is not a licensed Client;
(f) other than an Authorized User; the failure of Client's ’s systems to meet the applicable Technical Requirementstechnical requirements; or
(g) or issues due to general internet latency and connection loss, or issues related to inadequate bandwidth, insufficient network, etc., and not related to the Hosting Services. Should Client require any such services outside the scope of the Helpdesk Services (“Support Services”), Client will engage FocusVision at FocusVision’s then-standard rate and a work order may be issued by FocusVision prior to such Support Services being rendered. Support Service hours will be billed in quarter hour increments (0.25) with a 0.25 hour minimum charge on all requests. FocusVision reserves the right, in its sole discretion, to determine what is considered fair and reasonable within the scope of the Helpdesk Services.
3.7 5.7 Client's ’s Helpdesk Services under the Agreement will expire upon the earlier of the expiration of the Helpdesk Services Term or Term, earlier termination of the Helpdesk Services or the Agreement in accordance with these Terms and Conditionstermination of this Agreement, as the case may be.
Appears in 1 contract
Samples: Research Services
Helpdesk Services. 3.1 The provisions of this Article 3.0 apply only to the extent that Client has purchased Helpdesk Services pursuant to the Agreement or the Agreement includes Helpdesk Services as part of the Agreement.
3.2 If the Agreement includes Helpdesk Services, Decipher Decrypt will provide the Helpdesk Services to Client in accordance with the terms of the Agreement and for the Helpdesk Services Term.
3.3 If Client has purchased Helpdesk Services from Decipher Decrypt or the Agreement includes Helpdesk Services as part of the Agreement:
(a) Decipher Decrypt will provide Helpdesk Services, so that the Software will function substantially in accordance with the Specifications;
(b) Decipher Decrypt will provide the following Helpdesk Services by answering Client's requests for support: (i) explanation of installation procedures, functions and features of the Proprietary Software; (ii) clarification of Documentation; and (iii) error analysis – on regular business days, Monday – 11 p.m. GMT through Thursday, 24 hours per day and Friday until 5:00 p.m. PT; Saturday – 12 a.m. GMT. Client’s request for Helpdesk Services will be acknowledged by Decipher Decrypt within one (1) business hour. Requests received outside of the business hours noted above, on weekends, or holidays listed here: xxxxx://xxxxxxx.xxxxxxxxxxx.xxx?cid=helpdesk, (together “Non-Business Hours”) will be acknowledged the next business day by 9:00 10:00 a.m. GMT Support Service hours will be billed in quarter increments (.25) with a .25 minimum charge on all requests. In the event Helpdesk Services are needed and requested during Non-Business Hours, Decipher Decrypt will charge its standard rate at the time. Prior to commencing Helpdesk Services during Non-Business Hours, Decipher Decrypt may require a “Statement of Work” be negotiated, agreed upon, and executed. The Statement of Work will describe the specific services to be performed and the hours in which they are scheduled to be performed by. The Statement of Work will expressly refer to this Agreement, be a part of this Agreement, and be subject to the terms and conditions contained herein.
(c) Client is not restricted to one point of contact when contacting Helpdesk Services with requests; any member of the Client’s staff may reach out independently for support.
3.4 If Client has purchased Helpdesk Services or the Agreement includes Helpdesk Services, and Client after receiving Helpdesk Services in accordance with Section 3.3(a), suspects that there is a failure or deficiency in the Proprietary Software or the Proprietary Software is not performing substantially in accordance with the Specifications or Documentation, Client will notify Decipher Decrypt in writing. The notice will include a description of the suspected defect or non-conformity and the circumstances of its occurrence. Upon receipt of such notice, Decipher Decrypt will use commercially reasonable efforts to confirm the existence of the defect or non-conformity, correct it, and provide an explanation of the correction applied. If there is no such defect or non-conformity, Decipher Decrypt is entitled to charge Client for the technical Helpdesk Services provided to Client at DecipherDecrypt's standard rates from time to time.
3.5 The Helpdesk Services do not include any customizations, adaptations, or modifications to the Proprietary Software to meet Client's requirements. Should Client require any such customization services, the Client will engage Decipher Decrypt at DecipherDecrypt's standard rates from time to time and a Statement of Work may be issued by Decipher Decrypt prior to services being rendered.
3.6 Client acknowledges that the Helpdesk Services are limited to the services and remedies expressly set out in these Terms and Conditions and exclude any services or additions, modifications or adjustments to the Proprietary Software to correct any defect or non-conformity relating to:
(a) the use of the Proprietary Software in combination with apparatus, systems, products or services where such combination was not provided, proposed or recommended by Decipher Decrypt or contemplated in the Specifications or Documentation, except to the extent such use reasonably constitutes an intended or expected use of such Proprietary Software and such use was disclosed in writing by the Client to Decipher Decrypt in advance of such use; or
(b) the alteration or modification of the Proprietary Software after delivery by DecipherDecrypt, if such alteration or modification is made by a person other than Decipher Decrypt or otherwise without DecipherDecrypt's authorization, direction, request or specification; or
(c) Client's failure to incorporate any Improvements that Decipher Decrypt has provided to Client; or
(d) Client's operation of the Proprietary Software in an erroneous way or outside what described in the Documentation or non-compliance with any of the terms of this Agreement;
(e) the access to or operation of the Proprietary Software by someone who is not a licensed Client;
(f) the failure of Client's systems to meet the applicable Technical Requirements; or
(g) issues due to general internet latency and connection loss, or issues related to inadequate bandwidth, insufficient network, etc., and not related to the Hosting Services.
3.7 Client's Helpdesk Services under the Agreement will expire upon expiration of the Helpdesk Services Term or earlier termination of the Helpdesk Services or the Agreement in accordance with these Terms and Conditions, as the case may be.
Appears in 1 contract
Samples: Software as a Service Agreement