Common use of Customer Resources Clause in Contracts

Customer Resources. 4.1. Customer shall deliver the Customer Content (collectively or individually, “Customer Resources”) to Optum. The Parties will agree in each Schedule on the delivery methods. 4.2. Customer is solely responsible for determining the scope of configuration of the Customer Resources for use of the Services. Customer will keep Optum timely informed Customer shall ensure all End Users’ compliance with the terms and conditions of this Agreement and any Schedule (whether or not End Users’ compliance is expressly noted as being required or not in any particular section of this Agreement or any Schedule) and shall assume all responsibility and liability with respect to use of the Software and/or Services by End Users other than liability arising from a breach by Optum or its licensors of this Agreement or the applicable Schedule. Any breach of this Agreement or the applicable Schedule(s) by End Users shall be deemed a breach by Customer. 4.3. In order to access the Software, Customer shall provide all equipment and software (including the latest version of any updates or supplemental information one of which Customer becomes aware and that are material to Optum’s performance of the Services. 4.4. Except as specified as a Service in a Schedule, Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Resources. 4.5. Customer shall be responsible for data back-up and virus protection for computer operations at Customer or third party facilities and on Customer or third party devices. 4.6. Customer hereby grants Optum and the Optum Personnel all necessary rights and licenses to use Customer Resources made available by Customer to Optum. Customer represents and warrants that it has the right to grant such rights and licenses for the use as contemplated herein. 4.7. Customer and the Data Sources shall be responsible for their data entry activities, and for the accuracy of any Customer Content delivered to Optum. Customer agrees that the Customer Content it provides to Optum under this Agreement (if any) contains true and accurate data and information, to the best of Customer’s knowledge. Optum shall not be responsible for errors in Customer Content or data entry performed by Customer or the Data Sources, or for errors in services, programs, hardware, data files, or output Optum provides to or maintains for Customer pursuant to this Agreement, if those Optum errors result from errors in Customer’s or the Data Sources’ input data, or from Customer’s failure to comply with this Agreement. 4.8. At Customer’s expense, Customer is responsible for obtaining all consents and governmental approvals that are necessary for Customer to receive the Services and perform its obligations under this Agreement, and, prior to furnishing any Customer Resources to Optum, all consents and governmental approvals that are necessary for Optum and the Optum Personnel to access, use, host, store, transmit, disclose and otherwise interact with the Customer Resources (“Required Consents”).