Common use of Designated Environment Clause in Contracts

Designated Environment. “Designated Environment” means the then-current combination of other computer programs and hardware equipment specified for use with the Products as identified by CSG on Schedule D, as such Schedule D may be updated by CSG from time to time in its reasonable discretion; provided, however, that each Customer will receive six (6) months prior written notice for any changes to the hardware and/or software that each Customer or a Subscriber is required to maintain in order to use or access any of the Products or Services, except for changes in (a) the operating system, or (b) in CSG’s Products or Services which are solely under CSG’s control, in which case CSG shall give Customers no less than nine (9) months prior notice. Notwithstanding the above, CSG shall have no obligation to give prior notice to Customers of changes to the Designated Environment that do not require Customers or their Subscribers to upgrade its computer programs or hardware equipment unless such changes would necessitate training of Customers’ customer service representatives, in which case at least 90 day’s notice shall be given to Customers. Subject to the foregoing sentences, each Customer may use the Products only in the Designated Environment and will be solely responsible for upgrading the Designated Environment to the specifications that CSG may provide from time to time in accordance with this Section 2.4. If a Customer fails to do so or otherwise uses the Products outside the Designated Environment, CSG will have no obligation to continue maintaining and supporting the Products. Upon request by a Customer, CSG shall certify (at such Customer’s expense) that such Customer is in compliance with the Designated Environment and upon inspection, shall notify Customer of any non-compliance prior to the commencement of CSG’s obligations under this Agreement, including its obligations to maintain and support the Products. Any other use or transfer of the Products outside of the Designated Environment will require CSG’s prior approval not to be unreasonably withheld, which may be subject to additional charges. CSG will not have any responsibility or liability in connection with malfunctions or any damage resulting from any modification to the Products not authorized by CSG or any use of the Products in connection with software or hardware not included in a Designated Environment.

Appears in 2 contracts

Samples: Master Preferred Escrow Agreement (CSG Systems International Inc), Master Preferred Escrow Agreement (CSG Systems International Inc)

AutoNDA by SimpleDocs

Designated Environment. “Designated Environment,” means the then-current combination of other computer programs and hardware equipment specified that CSG specifies for use by all of its customers with the Products and Services as identified set forth on CSG’s customer extranet website (xxxxx://xx.xxxxxxxxxx.xxx) or succeeding site, which can be accessed by Customer upon request, or otherwise approved by CSG on Schedule D, as such Schedule D in writing for Customer’s use of the Products and Services at the System Sites. Customer (or any third parties permitted access in accordance with Section 12(d)(ii) below) may be updated by CSG from time to time use the Products only in its reasonable discretionthe then-current Designated Environment; provided, however, that each CSG will provide to Customer will receive six (6) months no less than ****** **** ****** prior written notice for any changes to the hardware and/or software that each Customer or a Subscriber is required in the Designated Environment solely related to maintain in order to use or access any of the Products or Services, except for changes in (a) the operating system, or (b) in CSG’s Products or Services which that are solely under CSG’s sole and exclusive control, and to the extent applicable, CSG will provide to Customer prior written notice as soon as reasonably practicable for any other changes to the hardware and/or software in which case the Designated Environment. With respect to any other hardware and/or software identified in the Designated Environment that is licensed by CSG from a third party, CSG shall continue to include such hardware and/or software in the Designated Environment until such products are no longer supported by such third party. CSG shall promptly notify Customer upon learning that a third party vendor will cease supporting any particular hardware or software. CSG shall give Customers no less than nine (9) months ****** **** ******** **** prior notice. Notwithstanding the above, CSG shall have no obligation to give prior written notice to Customers Customer of changes to the Designated Environment that do not require Customers Customer or their its Subscribers to upgrade its computer programs or hardware equipment unless such equipment, and will notify Customer in writing of changes that would necessitate training of Customers’ Customer’s customer service representatives, in which case representatives at least 90 day’s notice shall be given to Customers. Subject ****** *** **** prior to the foregoing sentences, each implementation of the change. In cases where CSG becomes aware that Customer may use the Products only is not operating its hardware or software in the Designated Environment and will be solely responsible for upgrading the Designated Environment to the specifications that CSG may provide from time to time in accordance conformance with this Section 2.4. If a Customer fails to do so or otherwise uses the Products outside the Designated Environment, CSG will have no obligation to continue maintaining and supporting the Products. Upon request by a Customer, CSG shall certify (at such Customer’s expense) that such Customer is in compliance with the Designated Environment and upon inspection, shall notify Customer of any non-compliance prior to the commencement its knowledge of CSG’s obligations under this Agreement, including its obligations to maintain such nonconformance and support the Products. Any other use Products within the non-compliant environment; however, the Parties agree that: (i) any support offered with respect to hardware or transfer of the Products software operating outside of the Designated Environment will require CSG’s prior approval be limited to the extent that the manufacturer or vendor of the hardware or software continues to provide general support for such hardware or software versions; and (ii) although CSG shall use commercially reasonable efforts to provide Support Services, CSG shall not to be unreasonably withheld, which may be subject to additional chargesdamages that are directly related to malfunctions of the Products caused by Customer’s use of the Products in such noncompliant environment. Customer further agrees that CSG will not have any responsibility or liability in connection with malfunctions or any damage resulting from any modification modifications to the Products not authorized by CSG. If Customer questions the necessity of upgrading to any new Designated Environment as requested by CSG, CSG shall meet with Customer to discuss the proposed changes in an effort to reach mutual agreement on the minimal level of changes to Customer’s equipment that are necessary. It is understood and agreed that Customer’s failure to keep its environment in compliance with the Designated Environment (a “DEG Failure”) shall not be deemed to be a material breach of this Agreement or any use the license granted hereunder; provided, however, that to the extent that CSG’s performance under this Agreement is hindered due to such DEG Failure, such reduced level of the Products in connection with software or hardware performance shall not included in be deemed a Designated Environmentmaterial breach of this Agreement. *************** ******** ** **** ******* ** ** ********* ** *** ********* ** *** ********, *** ***** *** **** ******* ** *** ********** *********** ****** *** ******* **** *** ********** ******* ** *** *********** ** ********* *********** ** *** ******** *** ********, ******** ** ***** ***** ******* ** *********, ** ** *** ** ********* ** ******** *** ******** ** ***.

Appears in 1 contract

Samples: Extended Agreement Option Amendment (CSG Systems International Inc)

Designated Environment. “Designated Environment,” means the then-current combination of other computer programs and hardware equipment specified that CSG specifies for use by all of its customers with the Products and Services as identified set forth on CSG’s customer extranet website (xxxxx://xx.xxxxxxxxxx.xxx) or succeeding site, which can be accessed by Customer upon request, or otherwise approved by CSG on Schedule D, as such Schedule D in writing for Customer’s use of the Products and Services at the System Sites. Customer (or any third parties permitted access in accordance with Section 12(d)(ii) below) may be updated by CSG from time to time use the Products only in its reasonable discretionthe then-current Designated Environment; provided, however, that each CSG will provide to Customer will receive six (6) months no less than ****** **** ****** prior written notice for any changes to the hardware and/or software that each Customer or a Subscriber is required in the Designated Environment solely related to maintain in order to use or access any of the Products or Services, except for changes in (a) the operating system, or (b) in CSG’s Products or Services which that are solely under CSG’s sole and exclusive control, and to the extent applicable, CSG will provide to Customer prior written notice as soon as reasonably practicable for any other changes to the hardware and/or software in which case the Designated Environment. With respect to any other hardware and/or software identified in the Designated Environment that is licensed by CSG from a third party, CSG shall continue to include such hardware and/or software in the Designated Environment until such products are no longer supported by such third party. CSG shall promptly notify Customer upon learning that a third party vendor will cease supporting any particular hardware or software. CSG shall give Customers no less than nine (9) months ****** **** ******** **** prior notice. Notwithstanding the above, CSG shall have no obligation to give prior written notice to Customers Customer of changes to the Designated Environment that do not require Customers Customer or their its Subscribers to upgrade its computer programs or hardware equipment unless such equipment, and will notify Customer in writing of changes that would necessitate training of Customers’ Customer’s customer service representatives, in which case representatives at least 90 day’s notice shall be given to Customers. Subject ninety (90) days’ prior to the foregoing sentences, each implementation of the change. In cases where CSG becomes aware that Customer may use the Products only is not operating its hardware or software in the Designated Environment and will be solely responsible for upgrading the Designated Environment to the specifications that CSG may provide from time to time in accordance conformance with this Section 2.4. If a Customer fails to do so or otherwise uses the Products outside the Designated Environment, CSG will have no obligation to continue maintaining and supporting the Products. Upon request by a Customer, CSG shall certify (at such Customer’s expense) that such Customer is in compliance with the Designated Environment and upon inspection, shall notify Customer of any non-compliance prior to the commencement its knowledge of CSG’s obligations under this Agreement, including its obligations to maintain such nonconformance and support the Products. Any other use Products within the non-compliant environment; however, the Parties agree that: (i) any support offered with respect to hardware or transfer of the Products software operating outside of the Designated Environment will require CSG’s prior approval be limited to the extent that the manufacturer or vendor of the hardware or software continues to provide general support for such hardware or software versions; and (ii) although CSG shall use commercially reasonable efforts to provide Support Services, CSG shall not to be unreasonably withheld, which may be subject to additional chargesdamages that are directly related to malfunctions of the Products caused by Customer’s use of the Products in such noncompliant environment. Customer further agrees that CSG will not have any responsibility or liability in connection with malfunctions or any damage resulting from any modification modifications to the Products not authorized by CSG. If Customer questions the necessity of upgrading to any new Designated Environment as requested by CSG, CSG shall meet with Customer to discuss the proposed changes in an effort to reach mutual agreement on the minimal level of changes to Customer’s equipment that are necessary. It is understood and agreed that Customer’s failure to keep its environment in compliance with the Designated Environment (a “DEG Failure”) shall not be deemed to be a material breach of this Agreement or any use the license granted hereunder; provided, however, that to the extent that CSG’s performance under this Agreement is hindered due to such DEG Failure, such reduced level of performance shall not be deemed a material breach of this Agreement. *************** ******** ** **** ******* ** ** ********* ** *** ********* ** *** ********, *** ***** *** **** ******* ** *** ********** *********** ****** *** ******* **** *** ********** ******* ** *** *********** ** ********* *********** ** *** ******** *** ********, ******** ** ***** ***** ******* ** *********, ** ** *** ** ********* ** ******** *** ******** ** ***. *** Confidential Treatment Requested and the Products in connection Redacted Material has been separately filed with software or hardware not included in a Designated Environmentthe Commission.

Appears in 1 contract

Samples: Extended Agreement Option Amendment (CSG Systems International Inc)

Designated Environment. “Designated Environment” means the then-current combination of the other computer programs and hardware equipment specified that CSG specifies for use with the Products as identified set forth on CSG’s customer extranet website, which can be accessed by Customer, and which, as of the Effective Date, is as set forth in Schedule N, or approved by CSG on Schedule D, as such Schedule D may be updated by CSG from time to time in its reasonable discretion; provided, however, that each Customer will receive six (6) months prior written notice writing or otherwise for any changes to the hardware and/or software that each Customer or a Subscriber is required to maintain in order to Customer’s use or access any of with the Products at the System Sites. Customer (or Services, except for changes any third parties permitted access in accordance with Section 12 (ad)(ii) the operating system, or (bbelow) in CSG’s Products or Services which are solely under CSG’s control, in which case CSG shall give Customers no less than nine (9) months prior notice. Notwithstanding the above, CSG shall have no obligation to give prior notice to Customers of changes to the Designated Environment that do not require Customers or their Subscribers to upgrade its computer programs or hardware equipment unless such changes would necessitate training of Customers’ customer service representatives, in which case at least 90 day’s notice shall be given to Customers. Subject to the foregoing sentences, each Customer may use the Products only in the Designated Environment and will be solely responsible for upgrading the Designated Environment in the event of a Permitted Change. CSG covenants and agrees to use commercially reasonable efforts to provide Customer at least ****** (**) ****** prior notice to any Permitted Change. A “Permitted Change” shall mean any changes to the specifications Designated Environment or any hardware and software that CSG Customer may provide be required to maintain in order to use or access the Products, Services or Deliverables that are (a) in accordance with such plans as the parties may agree upon from time to time with respect to the Products, Services and Deliverables or customers use thereof, or (b) become necessary as a result of (i) a change or modification to Products, Services or the Designated Environment that is requested or initiated by Customer or with Customer’s consent; (ii) a change necessary to maintain compliance with third-party software required in accordance the Designated Environment, (iii) Customer’s use of a new Product or Service which requires a new Designated Environment for such Product or Service, or (iv) a change necessary to permit CSG to remain in compliance with the terms and conditions of this Section 2.4Agreement. If a To the extent that Customer fails to do so or otherwise uses the Products outside the Designated Environment, CSG will have no obligation to continue maintaining and supporting the Products. Upon request by Notwithstanding the previous sentence even if Customer operates CSG Products in a nonconforming environment, CSG covenants and agrees that it will use commercially reasonable efforts to support such hardware and software so long as the manufacturer/supplier thereof continues to provide general support thereof and Customer acknowledges that CSG shall have no liability under this Agreement for any Support Services provided in connection with such Products. As of the Effective Date, except as set forth on Schedule M, CSG is not aware of any condition or configuration that exists within the environment at Customer’s System Site that would cause such environment to be in violation of the definition of a Designated Environment as set forth above, and within ****** (**) ******** **** of the Effective Date, at Customer’s request, CSG shall certify provide Customer with *** (at such **) ***** ** ********* ******** ** ** ********** ****** to Customer to assist Customer in conducting an assessment of Customer’s expense) that such Customer is in compliance with the Designated Environment and upon inspection, shall notify Customer of any non-compliance prior to the commencement of CSG’s obligations under this Agreement, including its obligations to maintain and support the Productsenvironment. Any other use or transfer of the Products outside of the Designated Environment will require CSG’s prior approval not to be unreasonably withheldapproval, which may be subject to additional charges. CSG will not have any responsibility or liability in connection with for malfunctions or any damage resulting from any modification to the Products not authorized by CSG or any from use of the Products in connection with software or hardware not included in a the Designated EnvironmentEnvironment or provided by CSG. It is understood and agreed that Customer’s failure to keep its environment in compliance with the Designated Environment (a “DEG Failure”) shall not be deemed to be a material breach of this Agreement or the license granted hereunder; provided, however, that to the extent that CSG’s performance under this Agreement is hindered due to such DEG Failure, such reduced level of performance shall not be deemed a material breach of this Agreement. *** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.

Appears in 1 contract

Samples: CSG Master Subscriber Management System Agreement (CSG Systems International Inc)

AutoNDA by SimpleDocs

Designated Environment. “Designated Environment,” means the then-current combination of other computer programs and hardware equipment specified that CSG specifies for use by all of its customers with the Products and Services as identified set forth on CSG’s customer extranet website (xxxxx://xx.xxxxxxxxxx.xxx) or succeeding site, which can be accessed by Customer *** Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. upon request, or otherwise approved by CSG on Schedule D, as such Schedule D in writing for Customer’s use of the Products and Services at the System Sites. Customer (or any third parties permitted access in accordance with Section 12(d)(ii) below) may be updated by CSG from time to time use the Products only in its reasonable discretionthe then-current Designated Environment; provided, however, that each CSG will provide to Customer will receive six (6) months no less than ****** **** ****** prior written notice for any changes to the hardware and/or software that each Customer or a Subscriber is required in the Designated Environment solely related to maintain in order to use or access any of the Products or Services, except for changes in (a) the operating system, or (b) in CSG’s Products or Services which that are solely under CSG’s sole and exclusive control, and to the extent applicable, CSG will provide to Customer prior written notice as soon as reasonably practicable for any other changes to the hardware and/or software in which case the Designated Environment. With respect to any other hardware and/or software identified in the Designated Environment that is licensed by CSG from a third party, CSG shall continue to include such hardware and/or software in the Designated Environment until such products are no longer supported by such third party. CSG shall promptly notify Customer upon learning that a third party vendor will cease supporting any particular hardware or software. CSG shall give Customers no less than nine (9) months ****** **** ******** **** prior notice. Notwithstanding the above, CSG shall have no obligation to give prior written notice to Customers Customer of changes to the Designated Environment that do not require Customers Customer or their its Subscribers to upgrade its computer programs or hardware equipment unless such equipment, and will notify Customer in writing of changes that would necessitate training of Customers’ Customer’s customer service representatives, in which case representatives at least 90 day’s notice shall be given to Customers. Subject ****** **** ****’ prior to the foregoing sentences, each implementation of the change. In cases where CSG becomes aware that Customer may use the Products only is not operating its hardware or software in the Designated Environment and will be solely responsible for upgrading the Designated Environment to the specifications that CSG may provide from time to time in accordance conformance with this Section 2.4. If a Customer fails to do so or otherwise uses the Products outside the Designated Environment, CSG will have no obligation to continue maintaining and supporting the Products. Upon request by a Customer, CSG shall certify (at such Customer’s expense) that such Customer is in compliance with the Designated Environment and upon inspection, shall notify Customer of any non-compliance prior to the commencement its knowledge of CSG’s obligations under this Agreement, including its obligations to maintain such nonconformance and support the Products. Any other use Products within the non-compliant environment; however, the Parties agree that: (i) any support offered with respect to hardware or transfer of the Products software operating outside of the Designated Environment will require CSG’s prior approval be limited to the extent that the manufacturer or vendor of the hardware or software continues to provide general support for such hardware or software versions; and (ii) although CSG shall use commercially reasonable efforts to provide Support Services, CSG shall not to be unreasonably withheld, which may be subject to additional chargesdamages that are directly related to malfunctions of the Products caused by Customer’s use of the Products in such noncompliant environment. Customer further agrees that CSG will not have any responsibility or liability in connection with malfunctions or any damage resulting from any modification modifications to the Products not authorized by CSG. If Customer questions the necessity of upgrading to any new Designated Environment as requested by CSG, CSG shall meet with Customer to discuss the proposed changes in an effort to reach mutual agreement on the minimal level of changes to Customer’s equipment that are necessary. It is understood and agreed that Customer’s failure to keep its environment in compliance with the Designated Environment (a “DEG Failure”) shall not be deemed to be a material breach of this Agreement or any use the license granted hereunder; provided, however, that to the extent that CSG’s performance under this Agreement is hindered due to such DEG Failure, such reduced level of the Products in connection with software or hardware performance shall not included in be deemed a Designated Environmentmaterial breach of this Agreement. *************** ******** ** **** ******* ** ** ********* ** *** ********* ** *** ********, *** ***** *** **** ******* ** *** ********** *********** ****** *** ******* **** *** ********** ******* ** *** *********** ** ********* *********** ** *** ******** *** ********, ******** ** ***** ***** ******* ** *********, ** ** *** ** ********* ** ******** *** ******** ** ***.

Appears in 1 contract

Samples: Extended Agreement (CSG Systems International Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.