Masergy Equipment, Access and Software. 5.1. Customer shall be liable for any damage to Masergy’s equipment, facility, or system caused by: (a) negligent or willful acts or omissions of Customer or otherwise attributable to Customer; or (b) malfunction or failure of any equipment or facility provided by Customer or its agents, employees or suppliers. Customer shall remove any existing hazardous materials or condition prior to any construction or installation work being performed by Masergy on Customer’s premises. 5.2. Customer shall be responsible for obtaining any reasonably necessary access and right-of- way to Customer’s premises to the extent determined by Masergy to be appropriate for the provision and maintenance of Services, equipment, facilities and systems hereunder. Upon request, Customer may provide an out-of-band telephone connection from the public switched telephone network (PSTN) to be connected to a modem, provided by Masergy, to allow access to the Services provided under this Agreement for testing/configuration purposes. 5.3. Customer shall use reasonable measures to ensure that any facility or equipment of Masergy located at a Customer’s premises is not rearranged, moved, removed, disconnected, altered, or repaired without Masergy’s prior written consent. Customer shall not create or allow any liens or other encumbrances to be placed on any Masergy equipment, facility or system arising from any act, transaction or circumstance relating to Customer. 5.4. All equipment provided by Masergy will remain the property of Masergy and must be returned to Masergy, in substantially the same condition (normal wear and tear excepted) in the event of Service termination. Upon Service termination, Masergy reserves the right to invoice Customer for the replacement cost of the equipment; provided, however, if the equipment is returned to Masergy as provided herein, Masergy shall credit Customer’s account for the amount invoiced for said equipment. If the equipment is returned to Masergy in poor condition or missing pieces, the costs to recondition the equipment will be added to Customer’s invoice. If Customer fails to return the equipment within six (6) months from the date of termination, Customer will own the equipment and will be responsible for any required maintenance. In the event that Customer elects to purchase the equipment associated with the Cloud Communications Services, it will be noted on the applicable Service Order Form and Customer will own the equipment and be responsible for any required maintenance; provided, however, that Masergy will warranty the equipment for the Term of this Agreement. 5.5. The firmware, plug-ins and software included in or associated with any Masergy provided equipment or Services, all updates, upgrades, patches, and bug fixes thereto (collectively, the “Software”), and all intellectual property rights therein, are owned by Masergy or its suppliers or licensors (each of such suppliers and licensors shall be referred to herein as a “Licensor”). Customer agrees and acknowledges that (i) in order to utilize some Services or portions thereof or access its data, applications, devices and network (collectively, the “Resources”), Customer may be required to first download, or to permit to be downloaded, Software; (ii) the IT environment is very dynamic and always changing with updates and upgrades to hardware, application software, firmware, operating systems, etc.; (iii) any device onto which such Software cannot be downloaded, or does not otherwise function properly, may be unable to utilize some or all of the Services or access some or all of the Resources; (iv) downloading and installing any Software will require system memory, disk space and may negatively impact the processing speed of Customer’s Resources for which neither Masergy, nor Licensor will be liable, unless due to the negligence or willful misconduct of Masergy or Licensor; (v) it is responsible for taking appropriate steps to safeguard its Resources; (vi) it will not reproduce, modify, distribute, publicly display, or reverse engineer, decompile or otherwise attempt to discover the source code for the Software, or otherwise infringe upon the intellectual property rights of its respective owner; and (vii) changes to any other software, hardware or the combination thereof associated with the Services by Customer may render partially or fully unavailable the Service that was previously available.
Appears in 4 contracts
Samples: Master Service Agreement, Master Service Agreement, Master Service Agreement
Masergy Equipment, Access and Software. 5.1. Customer shall be liable for any damage to Masergy’s equipment, facility, or system caused by: (a) negligent or willful acts or omissions of Customer or otherwise attributable to Customer; or (b) malfunction or failure of any equipment or facility provided by Customer or its agents, employees or suppliers. Customer shall remove any existing hazardous materials or condition prior to any construction or installation work being performed by Masergy on Customer’s premises.
5.2. Customer shall be responsible for obtaining any reasonably necessary access and right-of- way to Customer’s premises to the extent determined by Masergy to be appropriate for the provision and maintenance of Services, equipment, facilities and systems hereunder. Upon request, Customer may will provide an out-of-band telephone connection from the public switched telephone network (PSTN) to be connected to a modem, provided by Masergy, to allow access to the Services provided under this Agreement for testing/configuration purposes.
5.3. Customer shall use reasonable measures to ensure that any facility or equipment of Masergy located at a Customer’s premises is not rearranged, moved, removed, disconnected, altered, or repaired without Masergy’s prior written consent. Customer shall not create or allow any liens or other encumbrances to be placed on any Masergy equipment, facility or system arising from any act, transaction or circumstance relating to Customer.
5.4. All equipment provided by Masergy will remain the property of Masergy and must be returned to Masergy, in substantially the same condition (normal wear and tear excepted) in the event of Service termination. Upon Service termination, Masergy reserves the right to invoice Customer for the replacement cost of the equipment; provided, however, if the equipment is returned to Masergy as provided herein, Masergy shall credit Customer’s account for the amount invoiced for said equipment. If the equipment is returned to Masergy in poor condition or missing pieces, the costs to recondition the equipment will be added to Customer’s invoice. If Customer fails to return the equipment within six (6) months from the date of termination, Customer will own the equipment and will be responsible for any required maintenance. In the event that Customer elects to purchase the equipment associated with the Cloud Communications Services, it will be noted on the applicable Service Order Form and Customer will own the equipment and be responsible for any required maintenance; provided, however, that Masergy will warranty the equipment for the Term of this Agreement.
5.5. The firmware, plug-ins and software included in or associated with any Masergy provided equipment or Services, all updates, upgrades, patches, and bug fixes thereto (collectively, the “Software”), and all intellectual property rights therein, are owned by Masergy or its suppliers or licensors (each of such suppliers and licensors shall be referred to herein as a “Licensor”). Customer agrees and acknowledges that (i) in order to utilize some Services or portions thereof or access its data, applications, devices and network (collectively, the “Resources”), Customer may be required to first download, or to permit to be downloaded, Software; (ii) the IT environment is very dynamic and always changing with updates and upgrades to hardware, application software, firmware, operating systems, etc.; (iii) any device onto which such Software cannot be downloaded, or does not otherwise function properly, may be unable to utilize some or all of the Services or access some or all of the Resources; (iv) downloading and installing any Software will require system memory, disk space and may negatively impact the processing speed of Customer’s Resources for which neither Masergy, nor Licensor will be liable, unless due to the negligence or willful misconduct of Masergy or Licensor; (v) it is responsible for taking appropriate steps to safeguard its Resources; (vi) it will not reproduce, modify, distribute, publicly display, or reverse engineer, decompile or otherwise attempt to discover the source code for the Software, or otherwise infringe upon the intellectual property rights of its respective owner; and (vii) changes to any other software, hardware or the combination thereof associated with the Services by Customer may render partially or fully unavailable the Service that was previously available.
Appears in 4 contracts
Samples: Master Service Agreement, Master Service Agreement, Master Service Agreement
Masergy Equipment, Access and Software. 5.1. 8.1 Customer shall be liable for any damage to Masergy’s equipment, facility, or system caused by: ; (a) negligent or willful acts or omissions of Customer or otherwise attributable to Customer; or (b) malfunction or failure of any equipment or facility provided by Customer or its agents, employees or suppliers. Customer shall remove any existing hazardous materials or condition prior to any construction or installation work being performed by Masergy on Customer’s premises.
5.2. Customer shall be responsible for obtaining any reasonably necessary access and right-of- way to Customer’s premises to the extent determined by Masergy to be appropriate for the provision and maintenance of Services, equipment, facilities and systems hereunder. Upon request, Customer may provide an out-of-band telephone connection from the public switched telephone network (PSTN) to be connected to a modem, provided by Masergy, to allow access to the Services provided under this Agreement for testing/configuration purposes.
5.3. 8.2 Customer shall use reasonable measures to ensure that any facility or equipment of Masergy located at a Customer’s premises is not rearranged, moved, removed, disconnected, altered, or repaired without Masergy’s prior written consent. Customer acknowledges that the equipment and systems provided by Masergy have been developed using proprietary technology and trade secrets and Customer shall not (and shall not allow third parties to) disassemble or reverse engineer any equipment or system provided by Masergy and shall not otherwise attempt to recreate or develop functionally similar equipment or systems (or allow third parties to do so). Customer shall not create or allow any liens or other encumbrances to be placed on any Masergy equipment, facility or system arising from any act, transaction or circumstance relating to Customer.
5.4. 8.3 All equipment provided by Masergy is and will remain the property of Masergy. At any time during the Term of this Agreement, Masergy and may, upon reasonable notice to Customer, upgrade, remove or change the Masergy provided equipment in its sole discretion in connection with providing the Services. In the event of Service termination, all equipment provided by Masergy must be returned to Masergy, in substantially the same condition (normal wear and tear excepted). If the equipment has not been returned to Masergy within thirty (30) in the event days of Service termination. Upon Service termination, Masergy reserves the right to invoice Customer for the replacement cost a rental fee of the equipment; provided, however, if one thousand ($1,000) USD per device each month until the equipment is returned to Masergy as provided herein, Masergy shall credit Customer’s account for the amount invoiced for said equipmentMasergy. If the equipment is returned to Masergy in poor condition or missing pieces, the costs cost to recondition the equipment will be added to the Customer’s invoice. If Customer fails to return the equipment within six (6) months from the date of termination, Customer will own the equipment and will be responsible for any required maintenance. In the event that Customer elects to purchase the equipment associated with the Cloud Communications Services, it will be noted on the applicable Service Order Form and Customer will own the equipment and be responsible for any required maintenance; provided, however, that Masergy will warranty the equipment for the Term of this Agreement.
5.5. 8.4 The firmware, plug-ins and software included in or associated with any Masergy provided equipment or Services, all updates, upgrades, patches, and bug fixes thereto (collectively, the “Software”), and all intellectual property rights therein, are owned by Masergy or its suppliers or licensors (each of such suppliers and licensors shall be referred to herein as a “Licensor”). Customer agrees and acknowledges that (i) in order to utilize some Services or portions thereof or access its data, applications, devices and network (collectively, the “Resources”), Customer may be required to first download, or to permit to be downloaded, Software; (ii) the IT environment is very dynamic and always changing with updates and upgrades to hardware, application software, firmware, operating systems, etc.; (iii) any device onto which such Software cannot be downloaded, or does not otherwise function properly, may be unable to utilize some or all of the Services or access some or all of the Resources; (iv) downloading and installing any Software will require system memory, disk space and may negatively impact the processing speed of Customer’s Resources for which neither Masergy, nor or Licensor will be liable, unless due to the gross negligence or willful misconduct of Masergy or Licensor; (v) it is responsible for taking appropriate steps to safeguard its Resources; (vi) it will not reproduce, modify, distribute, publicly display, or reverse engineer, decompile or otherwise attempt to discover the source code for the Software, or otherwise infringe upon the intellectual property rights of its respective owner; and (vii) changes to any other software, hardware or the combination thereof associated with the Services by Customer may render partially or fully unavailable the Service that was previously available.
Appears in 4 contracts
Samples: Master Security Services Agreement, Master Security Services Agreement, Master Security Services Agreement
Masergy Equipment, Access and Software. 5.1. Customer shall be liable for any damage to Masergy’s equipment, facility, or system caused by: (a) negligent or willful acts or omissions of Customer or otherwise attributable to Customer; or (b) malfunction or failure of any equipment or facility provided by Customer or its agents, employees or suppliers. Customer shall remove any existing hazardous materials or condition prior to any construction or installation work being performed by Masergy on Customer’s premises.
5.2. Customer shall be responsible for obtaining any reasonably necessary access and right-of- way to Customer’s premises to the extent determined by Masergy to be appropriate for the provision and maintenance of Services, equipment, facilities and systems hereunder. Upon request, Customer may provide an out-of-band telephone connection from the public switched telephone network (PSTN) to be connected to a modem, provided by Masergy, to allow access to the Services provided under this Agreement for testing/configuration purposes.
5.3. Customer shall use reasonable measures to ensure that any facility or equipment of Masergy located at a Customer’s premises is not rearranged, moved, removed, disconnected, altered, or repaired without Masergy’s prior written consent. Customer shall not create or allow any liens or other encumbrances to be placed on any Masergy equipment, facility or system arising from any act, transaction or circumstance relating to Customer.
5.4. All equipment provided by Masergy will remain the property of Masergy and must be returned to Masergy, in substantially the same condition (normal wear and tear excepted) in the event of Service termination.
5.5. Upon Service termination, Masergy reserves the right to invoice Customer for the replacement cost of the equipment; provided, however, if the equipment is returned to Masergy as provided herein, Masergy shall credit Customer’s account for the amount invoiced for said equipment. If the equipment is returned to Masergy in poor condition or missing pieces, the costs to recondition the equipment will be added to Customer’s invoice. If Customer fails to return the equipment within six (6) months from the date of termination, Customer will own the equipment and will be responsible for any required maintenance. In the event that Customer elects to purchase the equipment associated with the Cloud Communications Services, it will be noted on the applicable Service Order Form and Customer will own the equipment and be responsible for any required maintenance; provided, however, that Masergy will warranty the equipment for the Term of this Agreement.
5.5. The firmware, plug-ins and software included in or associated with any Masergy provided equipment or Services, all updates, upgrades, patches, and bug fixes thereto (collectively, the “Software”), and all intellectual property rights therein, are owned by Masergy or its suppliers or licensors (each of such suppliers and licensors shall be referred to herein as a “Licensor”). Customer agrees and acknowledges that (i) in order to utilize some Services or portions thereof or access its data, applications, devices and network (collectively, the “Resources”), Customer may be required to first download, or to permit to be downloaded, Software; (ii) the IT environment is very dynamic and always changing with updates and upgrades to hardware, application software, firmware, operating systems, etc.; (iii) any device onto which such Software cannot be downloaded, or does not otherwise function properly, may be unable to utilize some or all of the Services or access some or all of the Resources; (iv) downloading and installing any Software will require system memory, disk space and may negatively impact the processing speed of Customer’s Resources for which neither Masergy, nor Licensor will be liable, unless due to the negligence or willful misconduct of Masergy or Licensor; (v) it is responsible for taking appropriate steps to safeguard its Resources; (vi) it will not reproduce, modify, distribute, publicly display, or reverse engineer, decompile or otherwise attempt to discover the source code for the Software, or otherwise infringe upon the intellectual property rights of its respective owner; and (vii) changes to any other software, hardware or the combination thereof associated with the Services by Customer may render partially or fully unavailable the Service that was previously available.
Appears in 2 contracts
Masergy Equipment, Access and Software. 5.1. Customer shall be liable for any damage to Masergy’s equipment, facility, or system caused by: :
(a) negligent or willful acts or omissions of Customer or otherwise attributable to Customer, its Affiliates, or Customer or its Affiliates’ third party contractors; or (b) malfunction or failure of any equipment or facility provided by Customer or Customer, its Affiliates, its agents, employees or suppliers. Customer shall remove any existing hazardous materials or condition and conditions prior to any construction or installation work being performed by Masergy on Customer’s premises.
5.2. Customer shall be responsible for obtaining any reasonably necessary access and right-of- of-way to Customer’s premises to the extent determined by Masergy to be appropriate for the provision and maintenance of Services, equipment, facilities and systems hereunder. Upon request, Customer may provide an out-of-of- band telephone connection from the public switched telephone network (PSTN) to be connected to a modem, provided by Masergy, to allow access to the Services provided under this Agreement for testing/configuration purposes.
5.3. Customer shall use reasonable measures to ensure that any facility or equipment of Masergy located at a Customer’s premises is not rearranged, moved, removed, disconnected, altered, or repaired without Masergy’s prior written consent. Customer shall not create or allow any liens or other encumbrances to be placed on any Masergy equipment, facility or system arising from any act, transaction or circumstance relating to Customer.
5.4. All equipment provided by Masergy will remain the property of Masergy and must be returned to Masergy, in substantially the same condition (normal wear and tear excepted) in the event of upon Service termination. Upon Service termination, Masergy reserves the right to invoice Customer for the replacement cost of the equipmentequipment if not returned within thirty (30) days of termination of Services or if returned in poor condition; provided, however, if the equipment is returned to Masergy as provided herein, Masergy shall credit Customer’s account for the amount invoiced for said equipment. If the equipment is returned to Masergy in poor condition or missing pieces, the costs to recondition the equipment will be added to Customer’s invoice. If Customer fails to return the equipment within six (6) months from the date of termination, Customer will own the equipment and will be responsible for any required maintenance. In the event that Customer elects to purchase the equipment associated with the Cloud Communications CC Services, it will be noted on the applicable Service Order Form and Customer will own the equipment and be responsible for any required maintenance; provided, however, that Masergy will warranty the equipment for the Term of this AgreementInitial Term.
5.5. The firmware, plug-ins and software included in or associated with any Masergy provided equipment or Services, all updates, upgrades, patches, and bug fixes thereto (collectively, the “Software”), and all intellectual property rights therein, are owned by Masergy or its suppliers or licensors (each of such suppliers and licensors shall be referred to herein as a “Licensor”). Masergy may make certain Software available to Customer in connection with the Services. Customer’s use of the Software is subject to any software license terms that Customer may be required to consent to as a condition to using the Software or the related Services. Customer agrees and acknowledges that (i) in order to utilize some Services or portions thereof or access its data, applications, devices and network (collectively, the “Resources”), Customer may be required to first download, or to permit to be downloaded, Software; (ii) the IT environment is very dynamic and always changing with updates and upgrades to hardware, application software, firmware, operating systems, etc.upgrades; (iii) any device onto which such Software cannot be downloaded, or does not otherwise function properly, may be unable to utilize some or all of the Services or access some or all of the Resources; (iv) downloading and installing any Software will require system memory, disk space and may negatively impact the processing speed of Customer’s Resources for which neither Masergy, nor Licensor will be liable, unless due to the negligence or willful misconduct of Masergy or Licensor; (v) it is responsible for taking appropriate steps to safeguard its Resources; (vi) it will not reproduce, modify, distribute, publicly display, or reverse engineer, decompile or otherwise attempt to discover the source code for the Software, or otherwise infringe upon the intellectual property rights of its respective owner; and (vii) changes to any other software, hardware or the combination thereof associated with the Services by Customer may render partially or fully unavailable the Service that was previously available.
Appears in 2 contracts
Masergy Equipment, Access and Software. 5.1. Customer shall be liable for any damage to Masergy’s equipment, facility, or system caused by: (a) negligent or willful acts or omissions of Customer or otherwise attributable to Customer; or (b) malfunction or failure of any equipment or facility provided by Customer or its agents, employees or suppliers. Customer shall remove any existing hazardous materials or condition prior to any construction or installation work being performed by Masergy on Customer’s premises.
5.2. Customer shall be responsible for obtaining any reasonably necessary access and right-of- way to Customer’s premises to the extent determined by Masergy to be appropriate for the provision and maintenance of Services, equipment, facilities and systems hereunder. Upon request, Customer may will provide an out-of-band telephone connection from the public switched telephone network (PSTN) to be connected to a modem, provided by Masergy, to allow access to the Services provided under this Agreement for testing/configuration purposes.
5.3. Customer shall use reasonable measures to ensure that any facility or equipment of Masergy located at a Customer’s premises is not rearranged, moved, removed, disconnected, altered, or repaired without Masergy’s prior written consent. Customer shall not create or allow any liens or other encumbrances to be placed on any Masergy equipment, facility or system arising from any act, transaction or circumstance relating to Customer.
5.4. All equipment provided by Masergy will remain the property of Masergy and must be returned to Masergy, in substantially the same condition (normal wear and tear excepted) in the event of Service termination. Upon Service termination, Masergy reserves the right to invoice Customer for the replacement cost of the equipment; provided, however, if the equipment is returned to Masergy as provided herein, Masergy shall credit Customer’s account for the amount invoiced for said equipment. If the equipment is returned to Masergy in poor condition or missing pieces, the costs to recondition the equipment will be added to Customer’s invoice. If Customer fails to return the equipment within six (6) months from the date of termination, Customer will own the equipment and will be responsible for any required maintenance. In the event that Customer elects to purchase the equipment associated with the Cloud Communications Services, it will be noted on the applicable Service Order Form and Customer will own the equipment and be responsible for any required maintenance; provided, however, that Masergy will warranty the equipment for the Term of this Agreement.
5.5. The firmware, plug-ins and software included in or associated with any Masergy provided equipment or Services, all updates, upgrades, patches, and bug fixes thereto (collectively, the “Software”), and all intellectual property rights therein, are owned by Masergy or its suppliers or licensors (each of such suppliers and licensors shall be referred to herein as a “Licensor”). Customer agrees and acknowledges that (i) in order to utilize some Services or portions thereof or access its data, applications, devices and network (collectively, the “Resources”), Customer may be required to first download, or to permit to be downloaded, Software; (ii) the IT environment is very dynamic and always changing with updates and upgrades to hardware, application software, firmware, operating systems, etc.; (iii) any device onto which such Software cannot be downloaded, or does not otherwise function properly, may be unable to utilize some or all of the Services or access some or all of the Resources; (iv) downloading and installing any Software will require system memory, disk space and may negatively impact the processing speed of Customer’s Resources for which neither Masergy, nor Licensor will be liable, unless due to the negligence or willful misconduct of Masergy or Licensor; (v) it is responsible for taking appropriate steps to safeguard its Resources; (vi) it will not reproduce, modify, distribute, publicly display, or reverse engineer, decompile or otherwise attempt to discover the source code for the Software, or otherwise infringe upon the intellectual property rights of its respective owner; and (vii) changes to any other software, hardware or the combination thereof associated with the Services by Customer may render partially or fully unavailable the Service that was previously available.
5.6. Masergy will not be responsible for or liable to Customer if the Services or Masergy equipment (a) fails to prevent one or more security breaches or (b) fails to detect a breach of security or other hacking. Masergy makes no warranty, guarantee, or representation, express or implied, that all security threats and vulnerabilities will be detected or that the performance of the Masergy equipment or the Services will render Customers’ systems invulnerable to security breaches. Customer acknowledges and agrees that it is solely responsible for its network security policy and security response procedures. Customer acknowledges that by enabling remote access, Customer’s network and Resources are at increased risk to hackers and others. Customer agrees to take steps to protect virtual and physical access to Customer’s equipment including its remote computers, to the Software including any profiles provided by Masergy, Customer’s passwords and any wireless or wired Internet connection it uses. Customer acknowledges and agrees that Customer is exclusively responsible for developing any policies for securing all Customer equipment and its Resources. AT NO TIME SHOULD CUSTOMER DISCLOSE ITS ROOT OR SYSTEM LEVEL PASSWORDS TO MASERGY. Customer may be asked to provide Masergy or its designated third party provider with temporary or guest rights to Resources to assist Masergy in testing that the remote Resources are available. However, Customer is then responsible for ensuring that any such rights are disabled.
Appears in 2 contracts
Masergy Equipment, Access and Software. 5.1. Customer shall be liable for any damage to Masergy’s equipment, facility, or system caused by: (a) negligent or willful acts or omissions of Customer or otherwise attributable to Customer; or (b) malfunction or failure of any equipment or facility provided by Customer or its agents, employees or suppliers. Customer shall remove any existing hazardous materials or condition prior to any construction or installation work being performed by Masergy on Customer’s premises.
5.2. Customer shall be responsible for obtaining any reasonably necessary access and right-of- of-way to Customer’s premises to the extent reasonably determined by Masergy to be appropriate for the provision and maintenance of Services, equipment, facilities and systems hereunder. Upon request, Customer may will provide an out-of-band telephone connection from the public switched telephone network (PSTN) to be connected to a modem, provided by Masergy, to allow access to the Services provided under this Agreement for testing/configuration purposes.
5.3. Customer shall use reasonable measures to ensure that any facility or equipment of Masergy located at a Customer’s premises is not rearranged, moved, removed, disconnected, altered, or repaired without Masergy’s prior written consent. Customer shall not create or allow any liens or other encumbrances to be placed on any Masergy equipment, facility or system arising from any act, transaction or circumstance relating to Customer.
5.4. All equipment provided by Masergy will remain the property of Masergy and must be returned to Masergy, in substantially the same condition (normal wear and tear excepted) in the event of Service termination. Upon Service termination, Masergy reserves the right to invoice Customer for the replacement cost current list price of the equipment; provided, however, if the equipment is returned to Masergy as provided herein, Masergy shall credit Customer’s account for the amount invoiced for said equipment. If the equipment is returned to Masergy in poor condition or missing pieces, a credit equal to the costs to recondition difference between the current list price of the equipment and the reconditioned price will be added applied to Customer’s invoiceaccount. If Customer fails to return the equipment within six (6) months from the date of termination, Customer will own the equipment and will be responsible for any required maintenance. In the event that Customer elects to purchase the equipment associated with the Cloud Communications Services, it will be noted on the applicable Service Order Form and Customer will own the equipment and be responsible for any required maintenance; provided, however, that Masergy will warranty the equipment for the Term of this Agreement.
5.5. The firmware, plug-ins and software included in or associated with any Masergy provided equipment or Services, all updates, upgrades, patches, and bug fixes thereto (collectively, the “Software”), and all intellectual property rights therein, are owned by Masergy or its suppliers or licensors (each of such suppliers and licensors shall be referred to herein as a “Licensor”). Customer agrees and acknowledges that (i) in order to utilize some Services or portions thereof or access its data, applications, devices and network (collectively, the “Resources”), Customer may be required to first download, or to permit to be downloaded, Software; (ii) the IT environment is very dynamic and always changing with updates and upgrades to hardware, application software, firmware, operating systems, etc.; (iii) any device onto which such Software cannot be downloaded, or does not otherwise function properly, may be unable to utilize some or all of the Services or access some or all of the Resources; (iv) downloading and installing any Software will require system memory, disk space and may negatively impact the processing speed of Customer’s Resources for which neither Masergy, nor Licensor will be liable, unless due to the negligence or willful misconduct of Masergy or Licensor; (v) it is responsible for taking appropriate steps to safeguard its Resources; (vi) it will not reproduce, modify, distribute, publicly display, or reverse engineer, decompile or otherwise attempt to discover the source code for the Software, or otherwise infringe upon the intellectual property rights of its respective owner; and (vii) changes to any other software, hardware or the combination thereof associated with the Services by Customer may render partially or fully unavailable the Service that was previously available.
Appears in 1 contract
Samples: Master Service Agreement
Masergy Equipment, Access and Software. 5.1. Customer shall be liable for any damage to Masergy’s equipment, facility, or system caused by: (a) negligent or willful acts or omissions of Customer or otherwise attributable to Customer; or (b) malfunction or failure of any equipment or facility provided by Customer or its agents, employees or suppliers. Customer shall remove any existing hazardous materials or condition prior to any construction or installation work being performed by Masergy on Customer’s premises.
5.2. Customer shall be responsible for obtaining any reasonably necessary access and right-of- way to Customer’s premises to the extent determined by Masergy to be appropriate for the provision and maintenance of Services, equipment, facilities and systems hereunder. Upon request, Customer may will provide an out-of-band telephone connection from the public switched telephone network (PSTN) to be connected to a modem, provided by Masergy, to allow access to the Services provided under this Agreement for testing/configuration purposes.
5.3. Customer shall use reasonable measures to ensure that any facility or equipment of Masergy located at a Customer’s premises is not rearranged, moved, removed, disconnected, altered, or repaired without Masergy’s prior written consent. Customer shall not create or allow any liens or other encumbrances to be placed on any Masergy equipment, facility or system arising from any act, transaction or circumstance relating to Customer.
5.4. All equipment provided by Masergy will remain the property of Masergy and must be returned to Masergy, in substantially the same condition (normal wear and tear excepted) in the event of Service termination. Upon Service termination, Masergy reserves the right to invoice Customer for the replacement cost current list price of the equipment; provided, however, if the equipment is returned to Masergy as provided herein, Masergy shall credit Customer’s account for the amount invoiced for said equipment. If the equipment is returned to Masergy in poor condition or missing pieces, a credit equal to the costs to recondition difference between the current list price of the equipment and the reconditioned price will be added applied to Customer’s invoiceaccount. If Customer fails to return the equipment within six (6) months from the date of termination, Customer will own the equipment and will be responsible for any required maintenance. In the event that Customer elects to purchase the equipment associated with the Cloud Communications Services, it will be noted on the applicable Service Order Form and Customer will own the equipment and be responsible for any required maintenance; provided, however, that Masergy will warranty the equipment for the Term of this Agreement.
5.4.1. Notwithstanding anything to the contrary in this Agreement, Customer may elect to rent the equipment associated with the Cloud Communications Services as detailed in the Service Order Form. Customer will be responsible for the monthly rental fee for the Initial Term specified on the Service Order Form, and any Extension Term. If the rental equipment portion of any Service Order Form is canceled or terminated before the expiration of the Initial Term, or any Extension Term thereof, Customer will be responsible for one hundred percent (100%) of the monthly rental fee for the rental equipment specified on the Service Order Form for the balance of the then current Term of the related Service Order Form and Customer will own the equipment and be responsible for any required maintenance.
5.5. The firmware, plug-ins and software included in or associated with any Masergy provided equipment or Services, all updates, upgrades, patches, and bug fixes thereto (collectively, the “Software”), and all intellectual property rights therein, are owned by Masergy or its suppliers or licensors (each of such suppliers and licensors shall be referred to herein as a “Licensor”). Customer agrees and acknowledges that (i) in order to utilize some Services or portions thereof or access its data, applications, devices and network (collectively, the “Resources”), Customer may be required to first download, or to permit to be downloaded, Software; (ii) the IT environment is very dynamic and always changing with updates and upgrades to hardware, application software, firmware, operating systems, etc.; (iii) any device onto which such Software cannot be downloaded, or does not otherwise function properly, may be unable to utilize some or all of the Services or access some or all of the Resources; (iv) downloading and installing any Software will require system memory, disk space and may negatively impact the processing speed of Customer’s Resources for which neither Masergy, nor Licensor will be liable, unless due to the negligence or willful misconduct of Masergy or Licensor; (v) it is responsible for taking appropriate steps to safeguard its Resources; (vi) it will not reproduce, modify, distribute, publicly display, or reverse engineer, decompile or otherwise attempt to discover the source code for the Software, or otherwise infringe upon the intellectual property rights of its respective owner; and (vii) changes to any other software, hardware or the combination thereof associated with the Services by Customer may render partially or fully unavailable the Service that was previously available.
5.6. Masergy will not be responsible for or liable to Customer if the Services or Masergy equipment (a) fails to prevent one or more security breaches or (b) fails to detect a breach of security or other hacking. Masergy makes no warranty, guarantee, or representation, express or implied, that all security threats and vulnerabilities will be detected or that the performance of the Masergy equipment or the Services will render Customers’ systems invulnerable to security breaches. Customer acknowledges and agrees that it is solely responsible for its network security policy and security response procedures. Customer acknowledges that by enabling remote access, Customer’s network and Resources are at increased risk to hackers and others. Customer agrees to take steps to protect virtual and physical access to Customer’s equipment including its remote computers, to the Software including any profiles provided by Masergy, Customer’s passwords and any wireless or wired Internet connection it uses. Customer acknowledges and agrees that Customer is exclusively responsible for developing any policies for securing all Customer equipment and its Resources. AT NO TIME SHOULD CUSTOMER DISCLOSE ITS ROOT OR SYSTEM LEVEL PASSWORDS TO MASERGY. Customer may be asked to provide Masergy or its designated third party provider with temporary or guest rights to Resources to assist Masergy in testing that the remote Resources are available. However, Customer is then responsible for ensuring that any such rights are disabled.
Appears in 1 contract
Samples: Master Service Agreement
Masergy Equipment, Access and Software. 5.1. Customer shall be liable for any damage to Masergy’s equipment, facility, or system caused by: (a) negligent or willful acts or omissions of Customer or otherwise attributable to Customer; or (b) malfunction or failure of any equipment or facility provided by Customer or its agents, employees or suppliers. Customer shall remove any existing hazardous materials or condition prior to any construction or installation work being performed by Masergy on Customer’s premises.
5.2. Customer shall be responsible for obtaining any reasonably necessary access and rightright- of-of- way to Customer’s premises to the extent determined by Masergy to be appropriate for the provision and maintenance of Services, equipment, facilities and systems hereunder. Upon request, Customer may will provide an out-of-band telephone connection from the public switched telephone network (PSTN) to be connected to a modem, provided by Masergy, to allow access to the Services provided under this Agreement for testing/configuration purposes.
5.3. Customer shall use reasonable measures to ensure that any facility or equipment of Masergy located at a Customer’s premises is not rearranged, moved, removed, disconnected, altered, or repaired without Masergy’s prior written consent. Customer shall not create or allow any liens or other encumbrances to be placed on any Masergy equipment, facility or system arising from any act, transaction or circumstance relating to Customer.
5.4. All equipment provided by Masergy will remain the property of Masergy and must be returned to Masergy, in substantially the same condition (normal wear and tear excepted) in the event of Service termination. Upon Service termination, Masergy reserves the right to invoice Customer for the replacement cost current list price of the equipment; provided, however, if the equipment is returned to Masergy as provided herein, Masergy shall credit Customer’s account for the amount invoiced for said equipment. If the equipment is returned to Masergy in poor condition or missing pieces, a credit equal to the costs to recondition difference between the current list price of the equipment and the reconditioned price will be added applied to Customer’s invoiceaccount. If Customer fails to return the equipment within six (6) months from the date of termination, Customer will own the equipment and will be responsible for any required maintenance. In the event that Customer elects to purchase the equipment associated with the Cloud Communications Services, it will be noted on the applicable Service Order Form and Customer will own the equipment and be responsible for any required maintenance; provided, however, that Masergy will warranty the equipment for the Term of this Agreement.
5.4.1. Notwithstanding anything to the contrary in this Agreement, Customer may elect to rent the equipment associated with the Cloud Communications Services as detailed in the Service Order Form. Customer will be responsible for the monthly rental fee for the Initial Term specified on the Service Order Form, and any Extension Term. If the rental equipment portion of any Service Order Form is canceled or terminated before the expiration of the Initial Term, or any Extension Term thereof, Customer will be responsible for one hundred percent (100%) of the monthly rental fee for the rental equipment specified on the Service Order Form for the balance of the then current Term of the related Service Order Form and Customer will own the equipment and be responsible for any required maintenance.
5.5. The firmware, plug-ins and software included in or associated with any Masergy provided equipment or Services, all updates, upgrades, patches, and bug fixes thereto (collectively, the “Software”), and all intellectual property rights therein, are owned by Masergy or its suppliers or licensors (each of such suppliers and licensors shall be referred to herein as a “Licensor”). Customer agrees and acknowledges that (i) in order to utilize some Services or portions thereof or access its data, applications, devices and network (collectively, the “Resources”), Customer may be required to first download, or to permit to be downloaded, Software; (ii) the IT environment is very dynamic and always changing with updates and upgrades to hardware, application software, firmware, operating systems, etc.; (iii) any device onto which such Software cannot be downloaded, or does not otherwise function properly, may be unable to utilize some or all of the Services or access some or all of the Resources; (iv) downloading and installing any Software will require system memory, disk space and may negatively impact the processing speed of Customer’s Resources for which neither Masergy, nor Licensor will be liable, unless due to the negligence or willful misconduct of Masergy or Licensor; (v) it is responsible for taking appropriate steps to safeguard its Resources; (vi) it will not reproduce, modify, distribute, publicly display, or reverse engineer, decompile or otherwise attempt to discover the source code for the Software, or otherwise infringe upon the intellectual property rights of its respective owner; and (vii) changes to any other software, hardware or the combination thereof associated with the Services by Customer may render partially or fully unavailable the Service that was previously available.;
Appears in 1 contract
Samples: Master Service Agreement
