Customer Covenants Sample Clauses
The Customer Covenants clause sets out specific promises and obligations that the customer agrees to uphold throughout the duration of the contract. These may include requirements such as timely payment, maintaining confidentiality, providing necessary information, or complying with applicable laws and regulations. By clearly outlining the customer's responsibilities, this clause helps ensure both parties understand their roles and reduces the risk of disputes arising from unmet expectations.
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Customer Covenants. You will use Equipment, Services (including the transfer or storage of information) and the System only in the manner for which each was designed and not for any unlawful, fraudulent, abusive or unethical purpose, and within your permissible usage allowance, all strictly in accordance with our Acceptable Use Policy, which is available at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇. You will use only Equipment that is fully compatible with the System. If you are an institutional customer, you must instruct your employees in the use of Equipment and Services. Training assistance may be obtained by contacting Customer Solutions. We may terminate the Agreement if we believe that you are violating any applicable law or engaging in any fraudulent, abusive or unethical behavior. You are responsible for payment for all use (whether or not authorized) or misuse of Service(s) by you or any third party. We may block your access to the Services if we experience excessive billing, collection, fraud or other misuse of Services. All intellectual property rights remain with us or the developer and you will not (nor will you permit any other person to) modify, disclose, reproduce or reverse engineer any portion of software. Any applications, software and content that are loaded on your Equipment by non-representatives or by you are done so at your own risk. We are not responsible for (or have any liability whatsoever arising from or in connection with) any third party information, content, applications or services that you access, download or use on Equipment or otherwise use with the Services We may not provide maintenance and support services for third party services, software, or applications. Certain applications that you purchase from us may have additional terms and conditions to which you must adhere.
Customer Covenants. 2.1 Purchase: Customer shall purchase for $200 (plus $150 for each Additional Site, if applicable), a Site License to exhibit Simple Steps to Child Passenger Safety 2014 DVD according to the terms and conditions of this Agreement. Customer shall also purchase one DVD for each Site (and per each Additional Site).
Customer Covenants. The Customer acknowledges and agrees that:
(a) should the Proposed Project proceed, an agreement must be executed by the Customer and Hydro One to address the terms and conditions (which may include terms with respect to capital contributions required to be made) of Hydro One performing the work required in order to provide for the connection of the Proposed Project prior to Hydro One initiating any modifications to Hydro One’s facilities or purchasing any equipment;
(b) the Customer will be responsible for ensuring that the Proposed Project complies with all Applicable Laws;
(c) the Customer shall rectify at its expense, any negative impacts (can include, but is not limited to the impacts on safety, reliability, efficiency, power factor and power quality problems such as voltage disturbances, voltage flicker, or objectionable harmonics) that the connection of the Generation Facility and operation of the Generation Facility following connection may have on Hydro One’s distribution, the IESO-Controlled Grid (as that term is defined in the Electricity Act, 1998) or on other distribution connected customers’ electrical and communication systems;
(d) Hydro One will not normally change its feeder operating, protection and reclosing practice to accommodate the connection of the Generation Facility, since this would be detrimental to the existing customers connected to these feeders;
(e) where applicable, the Customer is responsible for: providing the IESO with the modeling and studies to show the acceptable dynamic behaviour of the generators as specified for the SIA; and any resulting requirements that come from the IESO’s review of dynamic studies that were or are not part of the SIA including, but not limited to changes required to be made to the Work as a consequence of such review;
(f) the Customer shall obtain or shall ensure that all applicable approvals required by the IESO for the connection of the Proposed Project are obtained;
(g) all right, title and interest, including copyright ownership, to all information and material of any kind whatsoever (including, but not limited to the work product developed as part of the Work) that may be developed, conceived and/or produced by Hydro One during the performance of the Agreement is the property of Hydro One, and the Customer shall not do any act that may compromise or diminish Hydro One’s interest as aforesaid; and
(h) Hydro One performs the Work based on the distribution and transmission system conditions ...
Customer Covenants. At all times during this Agreement, Customer shall comply with all laws, ordinances, rules and regulations applicable to the operation of the Compressor Station, including, without limitation, the procurement and maintenance of all necessary governmental permits, licenses and inspections.
Customer Covenants. Customer covenants that it shall:
(a) Provide ACS with current, complete and accurate material information required by or appropriate for ACS to perform the Services;
(b) Take reasonable steps to ensure that all written, oral or electronic information and material provided by Customer to ACS (including, without limitation, all information contained in student files) is current, accurate and complete, contains no material omissions, and is updated on a prompt and continuous basis;
(c) Establish and make available to ACS Customer's policies and procedures related to the Services;
(d) Make available the services of Customer's employees reasonably required to assist ACS in the transition of the Services to ACS;
(e) Perform any other function or task as reasonably required or necessary for the provision of the Services;
(f) Ensure all its policies and procedures pertaining to the Services comply with all federal, state and accrediting agency rules and requirements applicable to Customer, including, without limitation, the HEA and any regulations or guidelines prescribed by the HEA, including policies and procedures designed to ensure that Customer meets all institutional, site, program and student eligibility requirements under the HEA and any regulatory provisions prescribed under the HEA;
(g) Determine whether Customer is eligible to participate in the Title IV, HEA programs in accordance with the HEA and any regulatory provisions prescribed under the HEA;
(h) Determine whether each location or site at which Customer provides instruction is eligible for purposes of disbursing Title IV, HEA programs funds to students attending at such location or site in accordance with the HEA and any regulatory provisions prescribed under the HEA;
(i) Determine whether each educational program provided by Customer is an eligible program as that term is defined under the HEA and the regulatory provisions prescribed under the HEA; and
(j) Determine the general eligibility for each student who applies for Title IV, HEA program funds and provide, from time to time, specific information for each student sufficient for ACS to determine eligibility of such student to receive such funds at such times in accordance with the HEA and any regulatory provisions prescribed under the HEA.
Customer Covenants. 5.1. The Customer warrants, covenants and agrees as follows:
(a) the Facility will be operated in accordance with NSPI’s Interconnection Guidelines.
(b) the Facility and all ancillary equipment will be approved by the Canadian Safety Association (“CSA”), or by an agency which is acceptable to NSPI, in its sole discretion.
(c) the Facility and all ancillary equipment, will be installed, operated, and maintained in accordance with all applicable national, provincial, and municipal electrical construction and safety codes, including without limitation, the Canadian Electrical Code (including Parts I and II concerning product standards) and the Electrical Installation and Inspection Act (Nova Scotia).
(d) that the Customer has been advised that there are no synchronization schemes in place on NSPI’s facilities, and that the upstream Distribution System contains automatic equipment that will provide for voltage regulation and automatic reclosing as part of normal operation.
Customer Covenants. With respect to any Trailer, Customer hereby covenants for the Rental Term, as follows:
(a) Customer shall not, shall not cause, or shall not suffer to permit the Trailer to be operated in any jurisdiction other than Canada. Should the Trailer enter a jurisdiction other than Canada, the Customer agrees to pay to ▇▇▇▇▇▇ a penalty fee of $2,500 plus $1,000 for each additional day the Trailer remains outside of Canada;
(b) Customer shall not, shall not cause, or shall not suffer to permit the Trailer to be used for any purpose other than that which is consistent with the Intended Use as set forth in the Rental Contract or as otherwise approved in writing by Lessor;
(c) Customer shall be responsible for knowing the location and/or destination of the Trailer and being in possession of any keys thereto at all times;
(d) Customer shall, at its sole expense, comply with any and all federal, provincial, municipal or local laws and regulations of the jurisdictions within which it operates the Trailer, including, but not limited to the MTO, the Ontario Highway Traffic Act, the National Safety Code and Transport Canada, which in any way affect or are applicable to the use, operation (including, but not limited to loading limitations together with excessive impact and concentrated load practices), storage or possession of the Trailer;
(e) Customer shall not permit or suffer to permit the Trailer to be operated by any person other than an agent or employee of Customer, in each case, a careful, dependable operator licensed to operate the Trailer and not operating under the influence of alcohol or drugs;
(f) Customer shall take care to secure and monitor any Trailer as reasonably required. The Trailer shall be locked at all times when not in use and proper and secure parking shall be provided. Customer shall protect any Trailer against inclement weather (including, but not limited to, snow accumulation) which may cause damage to the Trailer.
(g) Customer shall not remove, disable or in any way interfere with the operation of any GPS-tracking equipment (each, a "GPS Unit") that may be on a Trailer. Should a GPS Unit be damaged or lost, Customer shall be responsible for the cost of its replacement.
(h) Customer shall not use or suffer to permit the use of the Trailer for storage or transportation of any Hazardous Products (as defined in the Hazardous Products Act), corrosive materials, hazardous wastes, high-density poorly secured materials, bulk commodities which may corro...
Customer Covenants. The Customer hereby acknowledges and agrees, and will cause the End-User to acknowledge and agree, that the DigitalGlobe/Supplier Intellectual Property constitutes and contains valuable proprietary information and trade secrets of DigitalGlobe and its Suppliers, embodying substantial creative efforts and confidential information, ideas, and expressions; and that the DigitalGlobe/Supplier Intellectual Property is confidential and proprietary to DigitalGlobe. Accordingly, the Customer agrees to adopt, and will cause the End-User to adopt, measures adequate to (i) ensure that its directors, officers, employees, agents, or any other party related to Customer or End-User, whether by contract or otherwise, will not disclose DigitalGlobe/Supplier Intellectual Property to other persons or legal entities, and (ii) prevent unauthorized access to or use of the DigitalGlobe/Supplier Intellectual Property. Neither the Customer nor End-User will duplicate or transfer the use of all or any portion of the DigitalGlobe/Supplier Intellectual Property to any third party or entity, without DigitalGlobe’s prior written consent, which consent may be withheld for any reason whatsoever. Upon termination of this DAF Purchase Agreement, all physical embodiments of the DigitalGlobe and/or Supplier Intellectual Property and other proprietary information, including but not limited to documents, data, designs and specifications will be promptly returned to DigitalGlobe or destroyed pursuant to DigitalGlobe’s direction. To the extent that the Customer and/or End-User need to retain certain documentation to comply with legal obligations (e.g. tax audit or accounting audit), DigitalGlobe will use reasonable efforts to work with the Customer to accomodate such a request.
Customer Covenants. Customer hereby covenants and agrees that:
a) the NAVITAIRE Property may be used by NAVITAIRE and its Affiliated companies to facilitate delivery of similar services to other customers; and
b) Customer shall not access or use any API(s) embedded in the Hosted Services System except as authorized by NAVITAIRE and in connection with the Hosted Services; and
c) without limiting the provisions set forth in Section 4.8 or elsewhere within this Section 7 of this Agreement, nothing in this Agreement grants any person other than Customer, Customer Agents and its and their authorized users to obtain access to Hosted Services or use the Hosted Services System absent a written agreement signed by NAVITAIRE; and
d) NAVITAIRE has enabled features in its Hosted Services to allow Customers and third parties to access the Hosted Services and to modify certain NAVITAIRE products and applications, using software products and applications not developed by NAVITAIRE and procured by Customer and other third parties from vendors other than NAVITAIRE. Should there be a failure of such software product or application, or should such software product or application cause NAVITAIRE provided Hosted Services to fail or to be adversely impacted, NAVITAIRE shall, at its sole discretion, disable the offending software product or application, and deny access to NAVITAIRE Hosted Services, through the use of such offending software product, application, or applicable channel or IP address. NAVITAIRE shall notify Customer upon taking such action and shall cooperate with Customer with respect to determining if Customer or a third party has cured the offending software product or application such that it would be eligible to access the Hosted Services again using such software product or application. Software products and applications or modification to software products or applications not developed by Hosted Services Agreement FINAL NAVITAIRE that fail or cause NAVITAIRE Hosted Services to fail shall also suspend any Service Levels in this Agreement or other commitments previously agreed between the parties; and
e) Customer is responsible for the input of Customer Data into the Hosted Services System and for establishing and/or configuring the business rules in the Hosted Services System, except as expressly stated in this Agreement or a Work Order; and
f) Customer is responsible for its use of the Hosted Services and for ensuring that Hosted Services with the agreed functionality meet Cust...
Customer Covenants. Customer hereby covenants and agrees that:
a) the NAVITAIRE Property may be used by NAVITAIRE and its Affiliated companies to facilitate delivery of similar services to other customers; and
b) Customer shall not access or use any API(s) embedded in the Hosted Services System except as authorized by NAVITAIRE and in connection with the Hosted Services; and
c) without limiting the provisions set forth in Section 4.8 of this Agreement, no person other than Customer ***** (including no Affiliate of Customer, merger, acquisition, or otherwise), shall obtain access to Hosted Services or use the Hosted Services System absent a written agreement signed by NAVITAIRE; and Hosted Services Agreement
d) NAVITAIRE has enabled features in its Hosted Services to allow Customers and third parties to access the Hosted Services and to modify certain NAVITAIRE products and applications, using software products and applications not developed by NAVITAIRE. Should there be a failure of a software product or application not developed by NAVITAIRE, or should such software product or application cause NAVITAIRE provided Hosted Services to fail or to be adversely impacted, NAVITAIRE shall, at its sole ***** discretion, disable the offending software product or application, deny access to NAVITAIRE Hosted Services, and hold Customer liable for all damages incurred by NAVITAIRE in such circumstance. Software products and applications or modification to software products or applications not developed by NAVITAIRE that fail or cause NAVITAIRE Hosted Services to fail shall also suspend any Service Levels in this Agreement or other commitments previously agreed between the parties.