Proactive Support Services Sample Clauses

Proactive Support Services a. During the Term, SONIFI will perform real time remote monitoring and management of the Internet Access Equipment, subject to the monitoring and management capabilities of the Internet Access Equipment, and will endeavor to detect Internet Access Equipment failures and malfunctions, and degradation and interruption of Internet access in authorized areas of the Premises served by the Internet Access Equipment (collectively, “Network Issues”), conditioned on Customer’s compliance with Section 4 and Subsection 11.1 of the Service Terms, requiring Customer to cooperate with SONIFI and to maintain a sufficient External Broadband Connection. Customer is also responsible for promptly reporting Network Issues to SONIFI Help Desk Personnel when Customer’s employees, contractors, guests or invitees detect Network Issues. b. Upon discovering or receiving notice of a Network Issue during the Term, SONIFI will take commercially reasonable and technically feasible remedial action, as deemed appropriate by Help Desk Personnel, to resolve the identified Network Issue, subject to the applicable provisions of Sections 1 through 3 of these Support Terms, including Customer’s payment of all applicable fees, charges, costs and expenses to SONIFI. c. Customer acknowledges and agrees that it is necessary for SONIFI to perform periodic network security scans in order to confirm that: (a) SONIFI continues to have sufficient access to the Premises Internet Infrastructure, the Internet Access Equipment and Customer-Supplied Equipment (pursuant to Section 4 of the Service Terms) and (b) the Premises Internet Infrastructure, the Internet Access Equipment and Customer-Supplied Equipment continue to be appropriately secured to prevent unauthorized external access. Customer hereby consents to such network security scans conducted by SONIFI for the purpose of completing its obligations under the Broadband Agreement, and these Support Terms.
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Proactive Support Services. (a) Subject to Customer’s compliance with all the terms of this Agreement and payment of the applicable fees, Riverbed will use reasonable commercial efforts to provide the Proactive Support Services as set forth in the applicable Order, Service Documentation or Proactive Support Services Addendum. For clarity, Riverbed is not obligated to deliver any Proactive Support Services under any Service Documentation or Proactive Support Services Addendum unless Riverbed has received and accepted an Order for such Proactive Support Services. If the Proactive Support Services are provided at Customer’s facilities, Riverbed shall comply with Customer’s reasonable policies that apply to onsite service providers, provided that such policies are provided to and agreed to by Riverbed in writing in advance. Without limiting the foregoing, Customer acknowledges and agrees that (i) Customer’s purchase of Products (including any Support plans) is covered under one or more separate agreements, (ii) Customer is not granted any rights in or to any Product or any entitlement to receive any Support services under this Agreement or any Proactive Support Services Addendum, and (iii) no purchase of any Products, Support or other services is contingent upon the provision of any Proactive Support Services hereunder. Riverbed may subcontract its obligations under this Agreement, provided that Riverbed shall remain responsible for its obligations under this Agreement. (b) Riverbed Annual Resident Support Services and Riverbed Performance Administration Services are offered on a 12 month contract term and will be performed only on business days occurring within such term. All features and quantities listed in the Service Documentation are offered over the 12 month contract term only and may not be used after such contract term has expired. (c) Riverbed Resident Support Services are offered on a 30 day contract term and will be performed only on business days occurring within such term. All features and quantities listed in the Service Documentation are offered over the 30 day contract term only and may not be used after such contract term has expired. (d) As used with respect to the Proactive Support Services (including any features and quantities) as described in the applicable Service Documentation and/or this Agreement, a “business day” is eight (8) hours during the regular business hours 7:00 AM to 7:00 PM local time, Monday through Friday (excluding local holidays).

Related to Proactive Support Services

  • Technical Support Services 2.1 The technical support services (the "Services"): Party A agrees to provide to Party B the relevant services requested by Party B, which are specified in Exhibit 1 attached hereto ("Exhibit 1").

  • Support Services Rehabilitation, counselling and EAP’s. Support is strictly non- punitive, and can be accessed at anytime (self-identification of the need for help is strongly encouraged).

  • TAX SUPPORT SERVICES BNY Mellon shall provide the following tax support services for each Fund:  Provide various data and reports as agreed upon in the SLDs to support TRP’s tax reporting and tax filing obligations, including: · Wash sales reporting; · QDI reporting; · DRD reporting; · PFIC analysis; · Straddle analysis; · Paydown adjustments; · Equalization debit adjustments · Tax compliance under §851, §817(h); · Foreign bond sale analysis (§988); · Troubled debt analysis; · Estimation of income for excise tax purposes; · Swap analysis; · Inflation adjustments; · §1256 adjustments; · Market discount analysis; OID adjustments; · CPDI analysis; · Shareholder tax reporting information (e.g. FTC, UGG income, foreign source income by country, exempt income by state);  Provide data, and reports based on such data, maintained by BNY Mellon on its fund accounting platform as reasonably requested by TRP to support TRP’s obligations to comply with requests from tax authorities and TRP’s tax reporting and tax filing obligations.  Assist with other tax-related data needs as mutually agreed upon in writing from time-to-time.

  • Administrative Support Service Fees Within forty-five (45) days of the end of each calendar quarter, the Fund will make payments in the aggregate amount of 0.0625% (0.25% on an annual basis) of the average during that calendar quarter of the aggregate net asset value of the Shares computed as of the close of each business day (the "Service Fee"). Such Service Fee payments received from the Fund will compensate the Distributor for providing administrative support services with respect to Accounts. The administrative support services in connection with Accounts may include, but shall not be limited to, the administrative support services that a Recipient may render as described in Section 3(b)(i) below.

  • Administrative Support Services Fees Within forty-five (45) days of the end of each calendar quarter or at such other period as deemed appropriate by the Distributor, the Fund will make payments in the aggregate amount of up to 0.25% on an annual basis of the average during the period of the aggregate net asset value of the Shares computed as of the close of each business day (the “Service Fee”). Such Service Fee payments received from the Fund will compensate the Distributor for providing administrative support services with respect to Accounts. The administrative support services in connection with Accounts may include, but shall not be limited to, the administrative support services that a Recipient may render as described in Section 3(b)(i) below.

  • Compliance Support Services Provide compliance policies and procedures related to services provided by BNY Mellon and, if mutually agreed, certain of the BNY Mellon Affiliates; summary procedures thereof; and periodic certification letters. · Such Compliance Support Services are administrative in nature and do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person, and such services are subject to review and approval by the applicable Fund and by the Fund’s legal counsel. · Provide access to Fund records so as to permit the Fund or TRP to test the performance of BNY Mellon in providing the services under this Agreement. · Such Compliance Support Services performed by BNY Mellon under this Agreement shall be at the request and direction of the Fund and/or its chief compliance officer (the “Fund’s CCO”), as applicable. BNY Mellon disclaims liability to the Fund, and the Fund is solely responsible, for the selection, qualifications and performance of the Fund’s CCO and the adequacy and effectiveness of the Fund’s compliance program.

  • STUDENT SUPPORT SERVICES The Parties will identify and collaborate on measures to assist those students who may not be performing satisfactorily to succeed. The School will seek guidance from the College designee(s) in the areas of test preparation, tutoring, College Connection services, academic advising, and the development of an integrated support system for Students across the two institutions. Students will have access to the same or similar tutoring and other academic support as provided for other students in the School District, School and College. To promote academic success, the Parties will provide academic support services as may be needed. The School counselor and its designee will work to ensure Students receive pertinent information regarding higher education, financial assistance, and assistance waivers for tuition and fees. As needed, each Party will assist families as they complete initial application and admission requirements per the respective organizations’ processes. The School District will be responsible for non-academic counseling services and the College is authorized, but not required, to provide emergency counseling intervention services. See section 4 – Disability Support Services.

  • Payments for Distribution Assistance and Administrative Support Services (a) Payments to the Distributor. In consideration of the payments made by the Fund to the Distributor under this Plan, the Distributor shall provide administrative support services and distribution services to the Fund. Such services include distribution assistance and administrative support services rendered in connection with Shares (1) sold in purchase transactions, (2) issued in exchange for shares of another investment company for which the Distributor serves as distributor or sub-distributor, or (3) issued pursuant to a plan of reorganization to which the Fund is a party. If the Board believes that the Distributor may not be rendering appropriate distribution assistance or administrative support services in connection with the sale of Shares, then the Distributor, at the request of the Board, shall provide the Board with a written report or other information to verify that the Distributor is providing appropriate services in this regard. For such services, the Fund will make the following payments to the Distributor:

  • Maintenance and Support Services If this Agreement is for IT goods or services, this section applies: Unless otherwise specified in this Agreement: The Contractor shall promptly provide the Court with all Upgrades, including without limitation: (i) all Upgrades generally made available by Contractor to its other customers; (ii) Upgrades as necessary so that the Work complies with the Specifications and Applicable Law (including changes in Applicable Law); (iii) Upgrades as necessary so that the Work operates under new versions or releases of the Court’s operating system or database platform; and (iv) all on-site services necessary for installation of Upgrades. Without limiting any other obligation of Contractor under this Agreement, Contractor represents and warrants that it will maintain services, equipment, software or any other part of the Work so that they operate in accordance with their Specifications and Documentation; and The Contractor shall respond to the Court within four (4) hours after the Court reports a Technical Support Incident (such hours all occurring during Standard M&S Hours) to Contractor. DELIVERY, ACCEPTANCE, AND PAYMENT Delivery. Contractor shall deliver to the Court the Deliverables in accordance with this Agreement, including the Statement of Work. Unless otherwise specified by this Agreement, Contractor will deliver all goods purchased by the Court “Free on Board Destination Freight Prepaid” to the Court at the address and location specified by the Court. Title to all goods purchased by the Court vests in the Court upon payment of the applicable purchase price. Contractor will bear the risk of loss for any Work being delivered until received by the Court at the proper location. All shipments by Contractor or its Subcontractors must include packing sheets identifying: this Agreement number, the Court’s purchase order number, item number, quantity and unit of measure, part number and description of the goods shipped, and appropriate evidence of inspection, if required. Goods for different Agreements shall be listed on separate packing sheets.

  • Technical Support State Street will provide technical support to assist the Fund in using the System and the Data Access Services. The total amount of technical support provided by State Street shall not exceed 10 resource days per year. State Street shall provide such additional technical support as is expressly set forth in the fee schedule in effect from time to time between the parties (the “Fee Schedule”). Technical support, including during installation and testing, is subject to the fees and other terms set forth in the Fee Schedule.

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