Cutover Services Clause Samples

Cutover Services. | This is an agreement for access to and use of the Subscription Service and Documentation (and, as applicable, other Cutover Services). Unless expressly stated in an Order Form, Cutover, its Affiliates and/or their licensors remain the sole owner of all intellectual property rights and other right, title, and interest in the Documentation, Cutover trade marks, Cutover Services, including the Subscription Service and related software. Except as expressly stated herein, this Agreement does not grant Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licenses in respect of the Cutover Services or the Documentation.

Cutover Services. | During the Subscription Term, Cutover shall: (a) make the Subscription Service and any other applicable Cutover Services available to Customer and its Users on the basis of Customer’s chosen Subscription up to Customer’s then current Limits, solely for the Scope of Use and otherwise in accordance with the terms of this Agreement and the Documentation; (b) provide Customer with self-serve access to a full range of Cutover in-platform enablement material and reference guides via the Subscription Service, including: (i) self-serve learning guide and quick-start guide; (ii) ‘Cutover Knowledge Base’ articles; and (iii) quick reference ‘getting started’ videos; (c) provide Customer with the service levels and support as set out in the SLA (subject to its terms); (d) if applicable to Customer’s Subscription, make the Developer API available to Customer in accordance with the terms set forth in Schedule 5 (Developer API Terms); (e) provide Maintenance Releases of the Subscription Service in accordance with the upgrade and release particulars set out in the Documentation; and (f) grant Customer a limited, non-exclusive, personal, non-sublicensable, non-transferable (subject to Clause 17.5) licence on a worldwide basis to use any purchased Ancillary Software solely for the purpose of facilitating Customer’s use of the Subscription Service, including in connection with a Self-Serve Integration or Cutover’s Developer API.

Cutover Services. In accordance with the terms and provisions of this Agreement, MHS shall provide to HHSC the services (collectively, the “Cutover Services”) described on Exhibit G, as may be amended from time to time in accordance with the terms of this Agreement (the “Cutover Services Schedule”) for the time period for each Cutover Service set forth on the Cutover Services Schedule. Any decisions as to which of the employees, officers, consultants or agents of MHS provide the Cutover Services shall be made by MHS in its sole discretion. MHS may provide certain Cutover Services through subcontracts or similar arrangements with third parties, but only with the prior written permission of HHSC, which permission shall not be unreasonably withheld, conditioned or delayed; provided that prior written permission is not required for MHS to continue Kaiser Foundation Hospital's or its affiliates existing relationships with vendors. Each Cutover Service shall be provided in exchange for the consideration set forth with respect to such Cutover Service on the Cutover Services Schedule or as the Parties may otherwise agree in writing. Each Cutover Service shall be provided and accepted in accordance with the terms, limitations and conditions set forth herein, including the Cutover Services Schedule.