Monitoring of Contract Performance The Contractor shall comply with the monitoring arrangements set out in the Monitoring Requirements Schedule including, but not limited to, providing such data and information as the Contractor may be required to produce under the Contract.
SYSTEM PERFORMANCE REQUIREMENTS Certain functions of the Platform are subject to the service level agreement described in the Agreement. The following additional terms apply to Electronic Communication Services (as defined below). Such terms control in the event of a conflict with the terms of the Agreement.
1. These terms apply only to NCR Voyix’s provision of electronic communication services, such as NCR Voyix Pulse Real Time Text Paging, certain NCR Voyix online ordering functionalities and NCR Voyix Consumer Marketing (collectively, “Communication Services”). The Communication Services may enable you to send communications to your patrons, end-users or other recipients (collectively, “Recipients”), including e-mails, text messages or other electronic messages (collectively, “Communications”). Communications may be routed through wireless or mobile carriers, internet service providers or other communication service providers (each, a “CSP”).
2. You are entirely responsible for your use of the Communication Services, including, but not limited to:
(a) proper account setup and configuration settings; (b) obtaining consents or opt-ins from Recipients to receive Communications; (c) compliance with requests to opt-out or unsubscribe from Communications; (d) providing all required disclosures; and (e) use of valid phone numbers, e-mail addresses or other communications identifiers as appropriate for the particular type of Communication. You are responsible for compliance with (i) all laws, rules, regulations and ordinances (including, without limitation, the Telephone Consumer Protection Act, the Federal Trade Commission Act, and the CAN-SPAM Act) and (ii) all industry standards and CSP requirements and policies (including, without limitation, all “S.H.A.F.T” rules and similar standards), in each case, as applicable to your use of the Communication Services or the conduct of your business (collectively, “Applicable Legal Requirements”). You will not use the Communication Services in violation of Applicable Legal Requirements or to engage in any illegal or unethical activity. You are solely responsible for the content and accuracy of your Communications and any products or services offered for sale therein. You will not send any misleading, inaccurate, threatening, libelous, obscene, harassing, or offensive Communication. If NCR Voyix provides images or other materials as part of the Communication Services, you may only use them for your permitted use of the Communication Services. Further, you may not use any third-party or purchased e-mail list(s) in connection with the Communication Services. NCR Voyix may immediately suspend or terminate your use of the Communication Services if you breach any obligation under this Section. You agree to immediately report any violation of this Section to NCR Voyix and provide cooperation, as requested by NCR Voyix, to investigate and/or remedy that violation. You are responsible for any and all charges (including, but not limited to, fees associated with text or email messaging) imposed by your CSP. Message and data rates may apply. Such charges include those from your mobile carrier or other CSP.
3. Communications may not be encrypted, so you should use appropriate care when determining the content of any Communications. Delivery and receipt of Communications may be delayed or impacted by technical or other issues with CSPs or other third parties or due to other reasons outside of NCR Voyix’s control. NCR Voyix will not be liable for any losses or damages arising from the disclosure of any Communication to any third party or the non-delivery, delayed delivery, misdirected delivery or mishandling of, or inaccurate content in, any Communication sent via the Communication Services.
4. You will indemnify, defend and hold harmless NCR Voyix and its affiliates, suppliers, agents and representatives against any and all claims, losses, costs, fines, fees, liabilities or obligations arising from: (a) your use of the Communication Services or the conduct of your business; or (b) your violation of Applicable Legal Requirements. The indemnified parties hereunder are intended third-party beneficiaries of this Section.
Offshore Performance of Work Prohibited Due to security and identity protection concerns, all services under this Agreement shall be performed within the borders of the United States. All storage and processing of information shall be performed within the borders of the United States. This provision applies to work performed by the Subrecipient’s contractors and subcontractors at all tiers.
Performance by Contractor The Contractor, at the Contractor's own expense, shall, except as herein otherwise specifically provided, furnish and provide all and every kind of labour and superintendence, services, tools, implements, machinery, plant materials, articles and whatsoever is necessary for the due execution of the work. The Contractor shall fully construct and erect the work in the most thorough, professional and substantial manner, in every respect to the satisfaction and approval of the Engineer. The Contractor shall complete the work within the time specified herein and deliver it to the Minister in the manner and upon the terms and conditions of the Contract.
Monitoring of Performance Vendor shall continuously monitor and record its performance to ensure that all of Vendor's responsibilities and obligations hereunder are being met and fulfilled. Citizens may conduct programmatic and other administrative contract monitoring during the term of this Agreement. The purpose of this monitoring is to ensure that all of Vendor's responsibilities and obligations are being met and fulfilled. Such monitoring may include on-site visits, report reviews, invoice reviews, compliance reviews, and a review of any other areas reasonably necessary. Vendor acknowledges and agrees that Citizens may also monitor and record Vendor Staff communications to the extent they occur within or are connected to any Citizens’ resource, such as electronic or telecommunications systems.
Performance of Work by City If the Contractor fails to perform the Work in accordance with the schedule referred to in section 2 above, the City may, in its discretion, in order to bring the project closer to the schedule, perform or cause to be performed some or all of the Work, and doing so shall not waive any of the City’s rights and remedies. Before doing so, the City shall give the Contractor notice of its intention. The Contractor shall reimburse the City for additional costs incurred by the City in exercising its right to perform or cause to be performed some or all of the Work pursuant to this section.
Performance of Services The Contractor is responsible for fully meeting all obligations set forth in the Contract and for providing Product in accordance with the Contract or any Authorized User Agreement.
Performance of Service; Limitation of Liability A. PFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFS's control, except a loss arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS may sustain or incur or which may be asserted against PFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS as a result of PFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's control. PFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFS. PFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFS's premises and operating capabilities at any time during regular business hours of PFS, upon reasonable notice to PFS.
B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent.
C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.
Services Performance All services are performed using generally recognized commercial practices and standards. Customer agrees to provide prompt notice of any such service concerns and HP will re-perform any service that fails to meet this standard.
Specific Performance, Etc The parties recognize that if any provision of this Agreement is violated by the Company, Indemnitee may be without an adequate remedy at law. Accordingly, in the event of any such violation, Indemnitee shall be entitled, if Indemnitee so elects, to institute Proceedings, either in law or at equity, to obtain damages, to enforce specific performance, to enjoin such violation, or to obtain any relief or any combination of the foregoing as Indemnitee may elect to pursue.