OEM Responsibilities. OEM shall provide Supplier personnel with timely access to appropriate facilities, space, power, documentation, networks (including internet and telephone), files, information, additional software (if needed), and skilled and authorized OEM personnel to assist in the performance and cooperate with Supplier. OEM shall also perform its specific obligations as described in the relevant SOW, and, if necessary, assist and support Supplier in the provision of the Professional Services as reasonably requested by Supplier, and shall provide all conditions in its business necessary for due performance of Professional Services by Supplier. Supplier shall not be responsible for any failure to perform, or delay in performing, any of its obligations, if such failure or delay is caused by (i) OEM’s failure to provide or delay in providing such access or (ii) failure or delay in the performance of other OEM obligations or responsibilities under this Agreement and/or the applicable SOW.
OEM Responsibilities. OEM will (a) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of OEM Content, the means by which OEM acquired OEM Content, OEM’s use of OEM Content with the Services, and the interoperation of any software or services with which OEM uses Services or Content, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify InSkill promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with this Agreement, Documentation, the Acceptable Use and External Facing Services Policy at xxxxx://xxxxxxx.xx/xxxxxxx, Order Forms and applicable laws and government regulations, and (e) comply with terms of service of any software or services with which OEM uses Services or Content. Any use of the Services in breach of the foregoing by OEM or Users that in InSkill’s judgment threatens the security, integrity or availability of InSkill’s services, may result in InSkill’s immediate suspension of the Services, however InSkill will use commercially reasonable efforts under the circumstances to provide OEM with notice and an opportunity to remedy such violation or threat prior to any such suspension.
OEM Responsibilities
