Common use of Vendor Responsibilities Clause in Contracts

Vendor Responsibilities. (a) Vendor will be responsible for fulfilling all sales of virtual tour services to Prudential's members and agents. Vendor will maintain a network of service providers covering the United States and Canada to capture images of real estate and will process images to create 360 degrees virtual tours. Following processing, when the Prudential member or agent has purchased and requested posting of their xxxxxx.xxx tour to [*] xxxxxx.xxx will post virtual tours to [*] and, if necessary, will work with Prudential to ensure the proper display of the virtual tours on the Prudential Listing Site [*] Prudential or the Affiliates provided that [*] does not [*] Vendor will use commercially reasonable efforts to negotiate [*] (b) Vendor will use commercially reasonable efforts to make a member of its videographer service provider network available to capture virtual tour images of a property [*]. In addition, Vendor will use commercially reasonable efforts to process and post each virtual tour image [*]. (c) Vendor will maintain a toll-free support telephone line which Prudential Affiliates and other customers of Vendor may call with support questions. The hours of operation for the support telephone line will be, [*] Eastern time. Vendor agrees to use commercially reasonable efforts to respond to all support-related phone calls, at [*]. (d) Vendor will participate in marketing activities to the Prudential Affiliates as described in this Agreement. To the extent that Vendor's participation in any marketing and promotional activities involves payment of reasonable fees to Prudential, Vendor will pay such fees (which shall not include transaction fees) commensurate with its level of participation. (e) In the event of a termination of this Agreement, Vendor will permit any agreement it enters into with a Prudential Affiliate after the Effective Date of this Agreement to be terminated at the Prudential Affiliate's option (the "Affiliate Option") upon the earlier to occur of the next anniversary date of the effective date of such agreement between Vendor and the Prudential Affiliate or the expiration of sixty (60) days from the termination of this Agreement. In any event, concurrent with any action by Prudential to inform Prudential Affiliates of termination under this section, Prudential shall notify Vendor in writing of such intent and the actual wording of such action.

Vendor Responsibilities. During the Term of this Agreement, Xxxxxx agrees as follows: i. Vendor shall use reasonable efforts to provide Signature with information and professional marketing materials to help Signature promote Vendor. Vendor specifically acknowledges and agrees that Signature will at all times be relying on the truth and accuracy of the information provided by Vendor to Signature, as well as any information posted and/or made publicly available by Vendor (a) e.g., Vendor’s web site, social media, and the like). Vendor therefore agrees that all such information provided to Signature, as well as any information posted and/or made publicly available by Vendor, will be responsible for fulfilling all sales of virtual tour services to Prudential's members true and agentsaccurate, and will not contain false or misleading information/statements. ii. Vendor will maintain provide a network of service providers covering the United States and Canada to capture images of real estate and will process images to create 360 degrees virtual tours. Following processing, when the Prudential member or agent has purchased and requested posting of their xxxxxx.xxx tour to [*] xxxxxx.xxx will post virtual tours to [*] and, if necessary, will work with Prudential to ensure the proper display of the virtual tours on the Prudential Listing Site [*] Prudential or the Affiliates provided that [*] does not [*] Vendor will use commercially reasonable efforts to negotiate [*] (b) Vendor will use commercially reasonable efforts to make a member copy of its videographer service provider network available logo to capture virtual tour images of a property [*]xxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx. In addition, Vendor will use commercially reasonable efforts to process and post each virtual tour image [*]. (c) Vendor will maintain a toll-free support telephone line which Prudential Affiliates and other customers of Vendor may call with support questions. The hours of operation for During the support telephone line will be, [*] Eastern time. Vendor agrees to use commercially reasonable efforts to respond to all support-related phone calls, at [*]. (d) Vendor will participate in marketing activities to the Prudential Affiliates as described in this Agreement. To the extent that Vendor's participation in any marketing and promotional activities involves payment of reasonable fees to Prudential, Vendor will pay such fees (which shall not include transaction fees) commensurate with its level of participation. (e) In the event of a termination Term of this Agreement, Vendor will permit grants to Signature (and companies affiliated with Signature) a revocable, non-exclusive, non-sub-licensable, non-transferable, non-assignable, royalty-free license to use Vendor’s logo, trade name, service marks, brands, and trademarks as are provided to Signature from time-to-time and solely in connection with the activities directly related to this Agreement. iii. Vendor, in its sole discretion, shall have the option to accept or decline to work with any agreement it enters into potential customer obtained through Vendor’s participation in the VAN Program. Vendor assumes full responsibility and liability for all of its customers, including customers obtained through the VAN Program. It is strictly Vendor’s responsibility to service its customers and ensure all customers are treated in a professional manner. iv. Vendor authorizes Signature (and companies affiliated with a Prudential Affiliate after the Effective Date of this Agreement Signature) to be terminated at the Prudential Affiliate's option make representations regarding Vendor to Signature’s customers, real estate agents, and business contacts, using information provided solely by Vendor, including any information posted and/or made publicly available by Vendor (the "Affiliate Option") upon the earlier to occur of the next anniversary date of the effective date of such agreement between Vendor e.g., Vendor’s website, social media, and the Prudential Affiliate or like). Vendor acknowledges and agrees that Vendor is only entitled to receive the expiration of sixty (60) days from the termination of Vendor benefits specifically outlined in this Agreement. In any event, concurrent and that Signature is not otherwise obligated to provide Vendor with any action by Prudential customer leads nor is Signature required to inform Prudential Affiliates of termination under this sectionspecifically endorse Vendor’s business or promote Vendor’s business to Signature’s customers, Prudential shall notify Vendor in writing of such intent and the actual wording of such actionreal estate agents, and/or business contacts.

Vendor Responsibilities. (a) Vendor will be responsible for fulfilling all sales of virtual tour services to Prudential's members and agents. Vendor will maintain a network of service providers covering the United States and Canada to capture images of real estate and will process images to create 360 degrees virtual tours. Following processing, when the Prudential member or agent has purchased and requested posting of their xxxxxx.xxx tour to [*] Xxxxxxx.xxx, xxxxxx.xxx will post virtual tours to [*] Xxxxxxx.xxx and, if necessary, will work with Prudential to ensure the proper display of the virtual tours on the Prudential Listing Site [*] at no additional cost to Prudential or the Affiliates provided that [*] Xxxxxxx.xxx does not [*] impose any additional fees on xxxxxx.xxx. Vendor will use commercially reasonable efforts to negotiate [*]no additional fees from Xxxxxxx.xxx. (b) Vendor will use commercially reasonable efforts to make a member of its videographer service provider network available to capture virtual tour images of a property [*]within forty-eight (48) hours of receiving an order. In addition, Vendor will use commercially reasonable efforts to process and post each virtual tour image [*]within four (4) business days after capture of such image. (c) Vendor will maintain a toll-free support telephone line which Prudential Affiliates and other customers of Vendor may call with support questions. The hours of operation for the support telephone line will be, [*] at a minimum, business days from 9:00 am to 5:00pm Eastern time. Vendor agrees to use commercially reasonable efforts to respond to all support-related phone calls, at [*]a minimum, within one (1) business day. (d) Vendor will participate in marketing activities to the Prudential Affiliates as described in this Agreement. To the extent that Vendor's participation in any marketing and promotional activities involves payment of reasonable fees to Prudential, Vendor will pay such fees (which shall not include transaction fees) commensurate with its level of participation. (e) In the event of a termination of this Agreement, Vendor will permit any agreement it enters into with a Prudential Affiliate after the Effective Date of this Agreement to be terminated at the Prudential Affiliate's option (the "Affiliate Option") upon the earlier to occur of the next anniversary date of the effective date of such agreement between Vendor and the Prudential Affiliate or the expiration of sixty (60) days from the termination of this Agreement. In any event, concurrent with any action by Prudential to inform Prudential Affiliates of termination under this section, Prudential shall notify Vendor in writing of such intent and the actual wording of such action.

Vendor Responsibilities. (a) Vendor will be responsible for fulfilling all sales of virtual tour services to Prudential's members and agents. Vendor will maintain a network of service providers covering the United States and Canada to capture images of real estate and will process images to create 360 degrees virtual tours. Following processing, when the Prudential member or agent has purchased and requested posting of their xxxxxx.xxx tour to [*] xxxxxx.xxx will post virtual tours to [*] and, if necessary, will work with Prudential to ensure the proper display of the virtual tours on the Prudential Listing Site [*] Prudential or the Affiliates provided that [*] does not [*] on xxxxxx.xxx. Vendor will use commercially reasonable efforts to negotiate [*] from [*]. (b) Vendor will use commercially reasonable efforts to make a member of its videographer service provider network available to capture virtual tour images of a property within [*]] hours of receiving an order. In addition, Vendor will use commercially reasonable efforts to process and post each virtual tour image within [*]] business days after capture of such image. (c) Vendor will maintain a toll-free support telephone line which Prudential Affiliates and other customers of Vendor may call with support questions. The hours of operation for the support telephone line will be, [*] at a minimum, business days from 9:00 am to 5:00pm Eastern time. Vendor agrees to use commercially reasonable efforts to respond to all support-related phone calls, at a minimum, within [*]. (d) Vendor will participate in marketing activities to the Prudential Affiliates as described in this Agreement. To the extent that Vendor's participation in any marketing and promotional activities involves payment of reasonable fees to Prudential, Vendor will pay such fees (which shall not include transaction fees) commensurate with its level of participation. (e) In the event of a termination of this Agreement, Vendor will permit any agreement it enters into with a Prudential Affiliate after the Effective Date of this Agreement to be terminated at the Prudential Affiliate's option (the "Affiliate Option") upon the earlier to occur of the next anniversary date of the effective date of such agreement between Vendor and the Prudential Affiliate or the expiration of sixty (60) days from the termination of this Agreement. In any event, concurrent with any action by Prudential to inform Prudential Affiliates of termination under this section, Prudential shall notify Vendor in writing of such intent and the actual wording of such action.

Vendor Responsibilities. During the Term of this Agreement, Xxxxxx agrees as follows: i. Vendor shall use reasonable efforts to provide Signature with information and professional marketing materials to help Signature promote Vendor. Vendor specifically acknowledges and agrees that Signature will at all times be relying on the truth and accuracy of the information provided by Vendor to Signature, as well as any information posted and/or made publicly available by Vendor (a) e.g., Vendor’s web site, social media, and the like). Vendor therefore agrees that all such information provided to Signature, as well as any information posted and/or made publicly available by Vendor, will be responsible for fulfilling all sales of virtual tour services to Prudential's members true and agentsaccurate, and will not contain false or misleading information/statements. ii. Vendor will maintain provide a network of service providers covering the United States and Canada to capture images of real estate and will process images to create 360 degrees virtual tours. Following processing, when the Prudential member or agent has purchased and requested posting of their xxxxxx.xxx tour to [*] xxxxxx.xxx will post virtual tours to [*] and, if necessary, will work with Prudential to ensure the proper display of the virtual tours on the Prudential Listing Site [*] Prudential or the Affiliates provided that [*] does not [*] Vendor will use commercially reasonable efforts to negotiate [*] (b) Vendor will use commercially reasonable efforts to make a member copy of its videographer service provider network available logo to capture virtual tour images of a property [*]xxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx. In addition, Vendor will use commercially reasonable efforts to process and post each virtual tour image [*]. (c) Vendor will maintain a toll-free support telephone line which Prudential Affiliates and other customers of Vendor may call with support questions. The hours of operation for During the support telephone line will be, [*] Eastern time. Vendor agrees to use commercially reasonable efforts to respond to all support-related phone calls, at [*]. (d) Vendor will participate in marketing activities to the Prudential Affiliates as described in this Agreement. To the extent that Vendor's participation in any marketing and promotional activities involves payment of reasonable fees to Prudential, Vendor will pay such fees (which shall not include transaction fees) commensurate with its level of participation. (e) In the event of a termination Term of this Agreement, Vendor will permit grants to Signature a revocable, non-exclusive, non- sub-licensable, non-transferable, non-assignable, royalty-free license to use Vendor’s logo, trade name, service marks, brands, and trademarks as are provided to Signature from time-to-time and solely in connection with the activities directly related to this Agreement. iii. Vendor, in its sole discretion, shall have the option to accept or decline to work with any agreement it enters into with potential customer obtained through Vendor’s participation in the VAN Program. Vendor assumes full responsibility and liability for all of its customers, including customers obtained through the VAN Program. It is strictly Vendor’s responsibility to service its customers and ensure all customers are treated in a Prudential Affiliate after the Effective Date of this Agreement professional manner. iv. Vendor authorizes Signature to be terminated at the Prudential Affiliate's option make representations regarding Vendor to Signature’s customers, real estate agents, and business contacts, using information provided solely by Vendor, including any information posted and/or made publicly available by Vendor (the "Affiliate Option") upon the earlier to occur of the next anniversary date of the effective date of such agreement between Vendor e.g., Vendor’s website, social media, and the Prudential Affiliate or like). Vendor acknowledges and agrees that Vendor is only entitled to receive the expiration of sixty (60) days from the termination of Vendor benefits specifically outlined in this Agreement. In any event, concurrent and that Signature is not otherwise obligated to provide Vendor with any action by Prudential customer leads nor is Signature required to inform Prudential Affiliates of termination under this sectionspecifically endorse Vendor’s business or promote Vendor’s business to Signature’s customers, Prudential shall notify Vendor in writing of such intent and the actual wording of such actionreal estate agents, and/or business contacts.