Services Support and System Modifications
Services Support and System Modifications Sample Clauses
Related to Services Support and System Modifications
Software Modifications Company may request that BNYM, at Company’s expense, develop modifications to the software constituting a part of the Licensed System that BNYM generally makes available to customers for modification (“Software”) that are required to adapt the Software for Company’s unique business requirements. Such requests, containing the material features and functionalities of all such modifications in reasonable detail, will be submitted by Company in writing to BNYM in accordance with the applicable, commercially reasonable procedures maintained by BNYM at the time of the request. Company shall be solely responsible for preparing, reviewing and verifying the accuracy and completeness of the business specifications and requirements relied upon by BNYM to estimate, design and develop such modifications to the Software. BNYM shall have no obligation to develop modifications to the Licensed System requested by Company, but may in its discretion agree to develop requested modifications which it, in its sole discretion, reasonably determines it can accomplish with existing resources or with readily obtainable resources without disruption of normal business operations provided Company agrees at such time in writing to pay all costs and expenses, including out-of-pocket expenses, associated with the customized modification. BNYM shall be obligated to develop modifications under this Section 2.16 only upon the execution of and in accordance with a writing containing, to BNYM’s reasonable satisfaction, all necessary business and technical terms, specifications and requirements for the modification as determined by BNYM in its sole judgment (“Customization Order”) and Company’s agreement to pay all costs and expenses, including out-of-pocket expenses, associated with the customized modification (“Customization Fee Agreement”). All modifications developed and incorporated into the Licensed System pursuant to a Customization Order are referred to herein as “Company Modifications”. BNYM may make Company Modifications available to all users of the Licensed System, including BNYM, at any time after implementation of the particular Company Modification and any entitlement of Company to reimbursement on account of such action must be contained in the Customization Fee Agreement.
Maintenance and Support Services Distributor shall provide Maintenance and Support Services to all of its Customers of Licensed Software as set forth in Sections 3.4(a) and 3.4(b) below. Distributor may require Customers to provide the own First-Line Support: however, in no event shall Siebel be responsible for First-Line or Second-Line Support. Subject to Distributor's payment of the Maintenance Fees set forth in EXHIBIT A Siebel shall provide Third-Line Support to Distributor in accordance with Siebel's then current Maintenance and Support Services Policy. Distributor shall be responsible for all support related to the Value Added Offering.
Service Level Agreement Subject to the terms and conditions of this Agreement, Bank agrees to perform the custody services provided for under this Agreement in a manner that meets or exceeds any service levels as may be agreed upon by the parties from time to time in a written document that is executed by both parties on or after the date of this Agreement, unless that written document specifically states that it is not contractually binding. For the avoidance of doubt, Bank’s Service Directory shall not be deemed to be such a written document.
Customer Agreements In addition to other provisions hereof, MBC ------------------- shall not distribute any Cooperative Application or MBC Product to any Person unless MBC shall have first notified and required such Person to execute a customer agreement: (i) provided by InterTrust; or (ii) provided by MBC that (a) has been previously approved in writing by InterTrust and (b) is in accordance with the terms of this Section 6.2 (the "Customer Agreement"). The ------------------ terms of such Customer Agreement relating to InterTrust Technology may be amended from time to time by InterTrust as may be reasonably necessary to protect InterTrust's rights hereunder, but solely for subsequent executions of such Customer Agreement and as herein provided. The Customer Agreement shall contain, at minimum and as relevant hereunder, terms that: (1) notify MBC customers of the restrictions on MBC's rights with respect to performing Clearinghouse Functions, granting sublicenses, and otherwise restricting the rights of such customers with respect to use of the MBC Product or Cooperative Application, as applicable, especially the InterTrust Technology incorporated therein; (2) prohibit customers from disassembling, modifying or reverse engineering any portion of the InterTrust Technology incorporated in the MBC Product or Cooperative Application; (3) stipulate that such customer has no right to use the MBC Product or Cooperative Application to engage in or perform any Clearinghouse Functions whatsoever without InterTrust's express authorization pursuant to a written license agreement directly between such customer and InterTrust; (4) prohibit such customer from using the Cooperative Application or MBC Product to make and/or exploit any commercial product other than a Vertical Application; (5) provide that the Customer Agreement is to and for InterTrust's benefit and may be enforced by InterTrust at its discretion; and (6) contain such other provisions as stipulated herein. MBC agrees that to the extent any form of Customer Agreement might be deemed to be unenforceable or otherwise ineffective in any jurisdiction, MBC shall substitute other forms of Customer Agreements, or take other actions, as reasonably specified by InterTrust, including, for example, specifying other generally accepted, legally effective forms of Customer Agreement, if such exists for a given jurisdiction, in order to provide InterTrust with legally enforceable protection contemplated hereunder, including protection against implied licenses and claims of patent exhaustion relating to InterTrust Technology. MBC agrees and acknowledges that MBC's performance of its obligations hereunder is necessary for InterTrust to adequately protect its Intellectual Property Rights made available hereunder, and such performance shall constitute a condition precedent to the licenses granted under Article 5 hereof.
Maintenance and Support Licensee is solely responsible for providing all maintenance and support to its customers of the Licensed Products. Licensor has, and shall have, no obligation to provide any maintenance or support to Licensee or any of Licensee’s customers with respect to any Technology and/or Licensed Products.
Custom Modifications In the event the Fund desires custom modifications in connection with its use of the System, the Fund shall make a written request to State Street providing specifications for the desired modification. Any custom modifications may be undertaken by State Street in its sole discretion in accordance with the Fee Schedule.
Hardware and Software Requirements In order to access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions, and hardware capable of running this software.
Customer Agreement In the event of a conflict between this Agreement and any other agreement between the Bank and the Grantor, the terms of this Agreement will prevail.
Support Services Other than the assistance provided in the Information, the BNPP Entities do not offer any support services in connection with the Software.
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").
