Our Obligations Some obligations placed on us under this contract may be carried out by another person. If an obligation is placed on us to do something under this contract, then: (a) we are taken to have complied with the obligation if another person does it on our behalf; and (b) if the obligation is not complied with, we are still liable to you for the failure to comply with this contract.
Client Obligations Client shall ensure that each Authorized User shall keep a secure password for its use of the Services, that such password shall be changed frequently and that each Authorized User password shall be kept confidential. Client shall: 7.2.1 timely provide all necessary cooperation and information as may be reasonably required by Productsup in order to provide the Services; 7.2.2 and shall procure that its Authorized Users shall: (i) use the Services in accordance with the terms and conditions of the Agreement; (ii) comply with all applicable laws and regulations with respect to its activities under the Agreement; (iii) only use the Services for lawful purposes; and (iv) conduct Client’s business with the highest of ethical standards and fairness. Client shall be liable for any breach of the Agreement by its Authorized Users; 7.2.3 be solely responsible for procuring and maintaining network connections and telecommunications links; 7.2.4 use all reasonable efforts to prevent any unauthorized access to, or use of, the Services and, in the event of any such unauthorized access or use, promptly notify Productsup; 7.2.5 be solely responsible for the accuracy, completeness, design, appropriateness, creation, maintenance, and updating of all Client Data in the use of the Services. Productsup shall not be liable for any errors or inaccuracies in (i) any information provided by Client; (ii) any Client Data, or (iii) any changes or modifications to any Client Data by Productsup upon Client’s written instructions, beyond its responsibility to accurately reproduce such Client Data on Client’s instruction; 7.2.6 be solely responsible for the creation and maintenance of the technical environment IT infrastructure regarding access to the Services, including, without limitation to the used hardware and operating systems and providing the latest browsing software; for the avoidance of doubt, it is made clear that using a supported browser is the only technical requirement that is needed to access the Productsup Platform; a list of supported browsers for the use of the Productsup Platform can be found under xxxxx://xxxxxxxx.xxxxxxxxxx.xxx/help/5041; and 7.2.7 be responsible for obtaining all necessary licenses and consents required to use Client Data, if any, and including without limitation those from the owners or licensees of any third-party information) and Client warrants and represents that such licenses and consents have been obtained. Client shall not and shall procure that its Authorized Users shall not during the course of its use of the Services, upload, input, access, store, distribute or transmit any Viruses, nor any material, including without limitation Client Data, which is (i) unlawful (including breach of Intellectual Property Rights of any other party), harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory on the grounds of race, gender, colour, religious belief, sexual orientation, disability or any other illegal activity; or (vi) causes damage or injury to any person or property. Productsup reserves the right, without liability or prejudice to its other rights to Client, to (i) disable Client’s access to any material that breaches the provisions of this section; to (ii) disable the Services with regard to any such content where, in Productsup’s sole and reasonable discretion, Productsup suspects such content to be in violation of this section and, after giving Client a reasonable advance notice, to remove such content; and/or (iii) terminate this Master Services Agreement and any outstanding Order Forms for material breach in accordance with section 12. Client agrees to defend, indemnify and hold harmless Productsup and its Affiliates from and against any and all claims, losses, damages, expenses and costs, including without limitation reasonable court costs and legal fees, arising out of or in connection with Client Data (each a “Claim”). Productsup shall, in this case (a) notify Client in due time of any Claim; (b) grant Client, at Client’s cost, full authority and control of the settlement and defense of the Claim (to the extent possible under applicable law and possible without impairing the effective defense of the Claim; to the extent no full authority and control can be granted, Productsup agrees to involve Client by fully informing Client of any communication from opposing party, their counsel, and any court, arbitrator, mediator or other similar entity, and by submitting to Client for prior approval any statement, brief, submission or filing, written or otherwise, to any of the aforementioned); and (c) reasonably cooperate with Client in the defense of such Claim, including providing adequate assistance and information.
Your Obligations You will: (a) at all times throughout the duration of the terms of this Exhibit ensure that all publicity, signage, and/or promotional material you issue, or have issued on your behalf, in respect of or in connection with the EMV PSP Service complies in all respects with the Codes of Practice and includes information which will enable the Service User to ascertain prior to use the charge which is payable for the purchase of the Offering. You will not in any publicity or other promotional activity state or imply any approval by NCR Voyix or its third-party suppliers of the Offering in any way without the prior written approval of a duly authorized officer of NCR Voyix or its third-party suppliers, as applicable; (b) ensure that before you make the Offering available to the Service User all such rights, authorizations, licenses, exemptions, consents and permissions have been obtained or granted and all such requirements of law or of any other competent authority or public body have been complied with as are necessary or prudent in connection with the Offering. You will at all times throughout the duration of the terms of this Exhibit maintain in full force and effect all such rights, authorizations, licenses, consents and permissions and comply with all such requirements; (c) provide to NCR Voyix such assistance and/or information as NCR Voyix or its third- party supplier may from time to time reasonably demand in order to comply with all or any requirements and conditions at any time and from time to time imposed by applicable law or regulation with respect to the EMV PSP Service; (d) undertake not to disconnect or interfere with the operation of the Terminals or the EMV PSP Service and will use your best efforts to prevent such disconnection or interference by a third party except where explicitly agreed in writing between NCR Voyix and you; (e) report to NCR Voyix any abuse or threatened abuse or loss of the EMV PSP Service or any factors affecting the performance of the EMV PSP Service as soon as practicable after you become aware of such abuse, loss or performance factors; (f) not use the EMV PSP Service in any manner whatsoever which constitutes a violation of any applicable law or regulation or which may cause NCR Voyix or its third-party supplier to be subject to any investigation, prosecution or legal action. NCR Voyix reserves the right to terminate this Exhibit or the Agreement with immediate effect in the event that you breach this subsection (f); (g) except where otherwise agreed between the parties in writing, be responsible for the installation of the EMV PSP Service, which without limiting the foregoing, will include you setting up a Merchant Account with an approved Merchant Acquiring Bank, the linking of all Terminals to the Public System and the provision, installation and maintenance of a suitable method for delivering the Card information to the EMV PSP Service and thereafter the maintenance of all links and any costs associated with the foregoing; and acknowledge that NCR Voyix and its third-party suppliers do not have access to your Merchant Account and that it is therefore your responsibility to reconcile the payments and debits being made into your Merchant Account with the Transactions and/or Refunds processed by the EMV PSP Service in connection with the Service. In the event that you identify a discrepancy you must notify NCR Voyix as soon as reasonably practical. NCR Voyix and its third-party suppliers will have no liability for discrepancies which have occurred more than 14 days prior to the date any such problem is notified to them.
Developer Obligations In accordance with applicable NYISO requirements, Developer shall maintain satisfactory operating communications with Connecting Transmission Owner and NYISO. Developer shall provide standard voice line, dedicated voice line and facsimile communications at its Large Generating Facility control room or central dispatch facility through use of either the public telephone system, or a voice communications system that does not rely on the public telephone system. Developer shall also provide the dedicated data circuit(s) necessary to provide Developer data to Connecting Transmission Owner and NYISO as set forth in Appendix D hereto. The data circuit(s) shall extend from the Large Generating Facility to the location(s) specified by Connecting Transmission Owner and NYISO. Any required maintenance of such communications equipment shall be performed by Developer. Operational communications shall be activated and maintained under, but not be limited to, the following events: system paralleling or separation, scheduled and unscheduled shutdowns, equipment clearances, and hourly and daily load data.