Customization ICP shall customize the Customized Site and Customized Programming for AOL Members as follows:
(a) ICP shall customize and co-brand the Customized Site and Customized Programming for distribution over the AOL Properties listed in Exhibit A-1 using AOL's design guideline templates and co-branding requirements, including by (x) displaying on each page of the Customized Site framing (e.g., C-frame, side navigation/menu bars, headers and footers) of size and type determined by AOL and which contain branding for the applicable AOL Property and ICP as determined by AOL and, as determined by AOL, links to the applicable AOL Property, a search box and/or promotional spaces to be programmed by AOL, and (y) matching the look and feel of the applicable AOL Property on the Customized Site. In addition, ICP shall comply with any customization and co-branding requirements set forth on Exhibit A. ICP shall make any changes to the customization and/or co-branding of the Customized Site to conform to the standard requirements of any AOL Property or otherwise reasonably requested by AOL during the Term.
(b) ICP shall ensure that AOL Members accessing the Customized Site and/or Customized Programming or linking to any ICP Interactive Site from the Customized Site or Customized Programming do not receive advertisements, promotions or links (i) for any entity reasonably construed to be in competition with AOL or the applicable AOL Property, (ii) in a category in which AOL or the applicable AOL Property has an exclusive or other preferential relationship (but this limitation only applies to the Team Pages, Stars Pages, and the Extreme Main Page), or (iii) otherwise in violation of the applicable AOL Property's then- standard advertising policies. ICP shall ensure that all Advertisements sold by ICP or its agents comply with all applicable federal, state and local laws and regulations.
(c) Within the Customized Site, ICP shall use and/or feature solely AOL's tools and technology for the following utilities and functionality: instant messaging, chat, personalized news service, calendaring (including "click-to-add event" functionality associated therewith), web page community services, message boards, and commerce/content aggregation services (e.g., Shop@AOL and local content) ("AOL Tools"). If any such AOL Tool is not made available for use on the Customized Site within a reasonable time upon ICP's request, ICP shall be permitted to utilize on the Customized Site similar tools and technology provided [*], provided that such tools and technology are not [*] and no links or promotions for such third party appear on the Customized Site and, provided, further that ICP will convert such tools and technology over to the corresponding AOL Tool once such AOL Tool is made available. In addition, the Customized Site shall not (x) provide or promote any email service, or (y) use or feature the tools or technology of any Interactive Service other than AOL.
(d) Within the AOL Service, ICP shall host the Main Teams Page, Team Aggregate Screens, Main Stars Page, Stars Aggregate Screens and the Extreme Main Page of the Customized Programming and Customized Site under a domain name co-branded with the applicable AOL Property as follows: xxxxxxxxxxxxx.xxx.xxx and all other pages within the Customized Site will have domain names with applicable ICP Property extension such as xxx.xxxxxxxxxxxxx.xxx or xxxxxxx.xxx.xxxxxxxxxxxxxxx.xxx. Within all other AOL Properties, ICP shall host the Team Pages, Stars Pages and Extreme Online Area of the Customized Programming and Customized Site under a domain name co-branded with the applicable AOL Property as follows: xxxxxxxxxxxxx.xxxxxxxx.xxx and all other pages within the Customized Site may have domain names such as xxxxxxxx.xxxxxxxxxxxxx.xxx. AOL will use commercially reasonable efforts to have [*] for traffic on the Team Pages within the AOL Service so long as such pages remain in Rainman format. With respect to traffic on any other pages relating to the Customized Site or Customized Programming which appear on an AOL URL, AOL will use commercially reasonable efforts, including by providing any necessary [*], to help [*]. For pages appearing on an ICP URL, then AOL will use commercially reasonable efforts, including by providing any necessary [*], to help ICP [*] and ICP shall used [*].
Service Description 2.1 General
Description of Work that has been omitted or
Service Descriptions Credit Card processing services: Global Direct’s actions to the appropriate card associations and/or issuers (e.g., Visa, MasterCard, Diners, Discover); settlement; dispute resolution with cardholders’ banks; and transaction-related reporting, statements and products. Debit/ATM Processing Services: Global Direct has connected to the following debit card networks (“Networks”): Accel, AFFN, Interlink, MAC, Maestro, NYCE, Pulse, Star, and Tyme. Global Direct will provide Merchant with the ability to access the Networks that Global Direct has connected to for the purpose of authorizing debit card transactions at the point of sale from cards issued by the members of the respective Networks. Global Direct will provide connection to such Networks, terminal applications, settlement and reporting activities. EBT Transaction Processing Services: Global Direct offers electronic interfaces to Electronic Benefits Transfer (“EBT”) networks for the processing of cash payments or credits to or for the benefit of benefit recipients (“Recipients”). Global Direct will provide settlement and switching services for various Point of Sale transactions initiated through Merchant for the authorization of the issuance of the United States Department of Agriculture, Food and Nutrition Services (“FNS”) food stamp benefits (“FS Benefits”) and/or government delivered cash assistance benefits (“Cash Benefits, ”with FS Benefits, “Benefits”) to Recipients through the use of a state-issued card (“EBT Card”). With respect to Visa and MasterCard products, Merchant agrees to pay and Merchant's account(s) will be charged pursuant to Section 5 of this Agreement for any additional fees incurred as a result of Merchant's subsequent acceptance of transactions with any Visa or MasterCard product that it has not elected to accept.
000 SCOPE OF WORK 5. 100 The scope of this Agreement covers all work of a maintenance, repair and renovation nature, assigned by the Owner to the Company and performed by the employees of the Company covered by this Agreement, within the limits of the Owner's plant site.
NON-NETWORK PROVIDER is a provider that has not entered into a contract with us or any other Blue Cross and Blue Shield plan. For pediatric dental care services, non-network provider is a dentist that has not entered into a contract with us or does not participate in the Dental Coast to Coast Network. For pediatric vision hardware services, a non-network provider is a provider that has not entered into a contract with EyeMed, our vision care service manager.
Services Description 2.1 ‘Ethernet’ – shall mean the provision of a fibre or copper or radio or optical data circuit or any mix of fibre, copper, radio and optical between two locations based on IEEE 802.3 standard.
2.1 ‘VU Guard’ – shall mean a filtering service that can be switched on by a subscribed customer at any time from the customer portal in order to clean traffic and temporarily stop the effects of the DDoS attack until such time that the customer can speak with the upstream provider and stop the traffic.
Service and Support 1. Brainlab shall be responsible for providing service and support for the Brainlab Technology in all Fields of Use. Brainlab shall be responsible for providing Xxxxx 0 and Level 2 service and support to customers for Products sold by Brainlab in the Therapeutic Delivery Field of Use and for Integrated Products sold by Brainlab in the MR Guided Stereotactic Placement Field of Use. Level 1 support shall include onsite training, help desk services, reseller interfacing, problem isolation and diagnosis, and Level 2 support shall include loading bug fixes, patches, and minor repair services. To the extent relating to SurgiVision Technology, SurgiVision shall provide Level 3 support, which shall include backup support services to assist Brainlab in meeting Level 1 and Level 2 support obligations by addressing certain technical support issues that are beyond the scope of Brainlab’s expertise. Brainlab will pay SurgiVision for Xxxxx 0 support services at standard rates as described in Appendix C, provided that such services were not required for Co-Development and Distribution Agreement between SurgiVision, Inc. and Brainlab Aktiengesellschaft CONFIDENTIAL warranty repair as contemplated in section X.3 below. Appendix C may be changed from time to time, as appropriate upon the mutual agreement of Brainlab and SurgiVision. SurgiVision will provide spare parts and other items for service to Brainlab at a price equal to [***]. Brainlab reserves the right to offer service packages to the end customer at its discretion.
2. SurgiVision shall be responsible for providing service and support to customers in the United States for ClearPoint Products sold in the MR Guided Stereotactic Placement Field of Use; provided, however, that SurgiVision shall be responsible for attending only the initial clinical cases using the ClearPoint Products (to the extent attendance is requested by the customer). For the avoidance of any doubt, the foregoing obligation does not apply to Integrated Products. To the extent Brainlab has a service package with the end user customer that covers ClearPoint Products (not including Integrated Products), SurgiVision shall be entitled to reasonable compensation from Brainlab under such arrangement in an amount to be agreed.
3. SurgiVision shall provide training on the ClearPoint Products, including joint attendance of SurgiVision and Brainlab personnel in initial clinical cases in the applicable region, to Brainlab personnel to enable Brainlab personnel to provide service and support to customers outside of the United States.
Description of Goods or Services and Additional Terms and Conditions The Contractor shall perform as set forth in Exhibit A. For purposes of this Contract, to perform and the performance in Exhibit A is referred to as “Perform” and the “Performance.”
Technology Access Fee In consideration of the licenses and rights granted to Regado herein, Regado shall, as of the date immediately preceding the closing (the “Closing’) of the first equity financing of Regado in which Regado is assigned a pre-money valuation of not less than three million dollars ($3,000,000), issue to Archemix fully-paid and non-assessable shares of common stock of Regado equal to three and three-quarters percent (3.75%) of the total number of equity shares of Regado, on a fully diluted basis, immediately prior to the issuance of shares at the Closing. Regado shall deliver written notice of the Closing to Archemix at least ten (10) business days prior to such Closing in accordance with the notice provisions contained in Section 14.1 of this Agreement. Archemix and Regado shall enter into such agreements relating to the issuance of the common stock as are customary under such circumstances. For the purpose of this Agreement, “fully diluted basis” shall mean the aggregate of (a) the number of shares of common stock issued and outstanding on the determination date, (b) the number of shares of common stock issuable upon exercise, exchange or conversion of all exercisable, exchangeable or convertible securities outstanding on the determination date, assuming such securities were exercised, exchanged or converted on the determination date (without regard to whether such securities are actually exercisable, exchangeable or convertible on the determination date) and (c) the number of shares of common stock issuable pursuant to any other obligation or agreement of, or right granted by, Regado, whether vested or unvested, contingent or otherwise.
