Common use of Final Acceptance Testing Clause in Contracts

Final Acceptance Testing. 7.1 IXI acknowledges and agrees that, prior to the commercial launch of the ICQ Services on any Approved Complete ICQ Application on a specific model of Compliant Device, and at ICQ’s option, ICQ and, IXI, shall jointly conduct end to end acceptance testing of the Approved Complete ICQ Application on that Compliant Device to determine if the Approved Complete ICQ Application on that Compliant Device conforms in all material respects with an acceptance test plan that shall be mutually agreed upon by the Parties and attached to this Agreement as Exhibit G (each, an “Acceptance Test Plan”). IXI acknowledges and agrees that, at ICQ’s option, (i) such end to end testing shall include testing of the IXI Server or the Third Party Developer Server and (ii) IXI shall be required to provide access to the IXI Server or the Third Party Developer Server for such end to end testing. For purposes of clarification, IXI acknowledges and agrees that IXI shall not make an Approved Complete ICQ Application commercially available until ICQ and IXI jointly determine that such Approved Complete ICQ Application for any specific Complaint Device has passed such end to end testing; provided, however, that ICQ in its sole discretion may waive its right to conduct such end to end testing. No later than ten (10) business days following completion of such end to end testing, ICQ shall notify IXI in writing regarding whether it deems the tested Approved Complete ICQ Application to have passed or failed such end to end testing, and a description of any defects (“Acceptance Testing Notice”). IXI shall correct any deficiencies identified by either Party in the Acceptance Testing Notice related to the tested Approved Complete ICQ Application. Connection between the ICQ Network and the Approved Complete Application (which, for purposes of this Section shall run via the IXI Server or the Third Party Developer Server) shall be subject to a technical requirements document that shall be mutually agreed to by the Parties within thirty (30) days from the Effective Date and which shall be amended by the mutual agreement of the Parties (“Technical Requirements Document”). The Technical Requirements Document and any amendments thereto shall be attached as Exhibit H to this Agreement. Each Party will bear its own costs associated with the connection. IXI shall ensure that, where applicable, all data transmitted between the IXI Server or the Third Party Developer Server and access points on a mobile communication network are transmitted via a secure or encrypted channel in a manner reasonably satisfactory to ICQ. IXI acknowledges and agrees that any Approved Third Party] shall acknowledge and agree, that a user of the ICQ Service, as a condition to using such ICQ Service, may be required to agree to a standard end-user agreement, to be provided to such user by ICQ, and nothing in this Agreement shall affect or otherwise modify the terms and conditions of such standard end-user agreement. Without limiting the foregoing, in order to use certain ICQ Services, a user first will be required to register for the service, and such registration shall occur through ICQ’s then current registration process and terms of service. All user information obtained through such ICQ registration process shall be owned by ICQ and become part of the ICQ Namespace. IXI acknowledges that this Agreement confers no rights to the ICQ Namespace and that IXI is prohibited from accessing the ICQ Namespace in any manner whatsoever without ICQ’s prior written consent. Except as explicitly required hereunder, to protect user privacy, IXI also is prohibited from the collection or solicitation of ICQ User numbers and/or password information without ICQ’s express written consent. ICQ shall determine, in its sole discretion, the terms of use for any ICQ Service, including, but not limited to, terms of conduct, privacy policies and pricing for the ICQ Service, if any. Notwithstanding any of the foregoing, Parties hereby agree that only ICQ Users who have previously registered to the ICQ Service shall be able to access the ICQ Service and that the Complete Approved Application shall not include a registration process without ICQ’s prior written approval. To the extent that such approval is furnished IXI shall insure that no registration to the ICQ Service shall be made available without potential ICQ User going through and accepting the standard end-user agreement.

Final Acceptance Testing. 7.1 IXI acknowledges and agrees that, prior to the commercial launch of the ICQ [*] Services on any Approved Complete ICQ [*] Application on a specific model of Compliant Device, and at ICQ[*]’s option, ICQ [*] and, IXI, shall jointly conduct end to end acceptance testing of the Approved Complete ICQ [*] Application on that Compliant Device to determine if the Approved Complete ICQ [*] Application on that Compliant Device conforms in all material respects with an acceptance test plan that shall be mutually agreed upon by the Parties and attached to this Agreement as Exhibit G (each, an “Acceptance Test Plan”). IXI acknowledges and agrees that, at ICQ[*]’s option, (i) such end to end testing shall include testing of the IXI Server or the Third Party Developer Server and (ii) IXI shall be required to provide access to the IXI Server or the Third Party Developer Server for such end to end testing. For purposes of clarification, IXI acknowledges and agrees that IXI shall not make an Approved Complete ICQ [*] Application commercially available until ICQ [*] and IXI jointly determine that such Approved Complete ICQ [*] Application for any specific Complaint Device has passed such end to end testing; provided, however, that ICQ [*] in its sole discretion may waive its right to conduct such end to end testing. No later than ten (10) business days [*] following completion of such end to end testing, ICQ [*] shall notify IXI in writing regarding whether it deems the tested Approved Complete ICQ [*] Application to have passed or failed such end to end testing, and a description of any defects (“Acceptance Testing Notice”). IXI shall correct any deficiencies identified by either Party in the Acceptance Testing Notice related to the tested Approved Complete ICQ [*] Application. Connection between the ICQ [*] Network and the Approved Complete Application (which, for purposes of this Section shall run via the IXI Server or the Third Party Developer Server) shall be subject to a technical requirements document that shall be mutually agreed to by the Parties within thirty (30) days [*] from the Effective Date and which shall be amended by the mutual agreement of the Parties (“Technical Requirements Document”). The Technical Requirements Document and any amendments thereto shall be attached as Exhibit H to this Agreement. Each Party will bear its own costs associated with the connection. IXI shall ensure that, where applicable, all data transmitted between the IXI Server or the Third Party Developer Server and access points on a mobile communication network are transmitted via a secure or encrypted channel in a manner reasonably satisfactory to ICQ[*]. IXI acknowledges and agrees that any Approved Third Party] shall acknowledge and agree, that a user of the ICQ [*] Service, as a condition to using such ICQ [*] Service, may be required to agree to a standard end-user agreement, to be provided to such user by ICQ[*], and nothing in this Agreement shall affect or otherwise modify the terms and conditions of such standard end-user agreement. Without limiting the foregoing, in order to use certain ICQ [*] Services, a user first will be required to register for the service, and such registration shall occur through ICQ[*]’s then current registration process and terms of service. All user information obtained through such ICQ [*] registration process shall be owned by ICQ [*] and become part of the ICQ [*] Namespace. IXI acknowledges that this Agreement confers no rights to the ICQ [*] Namespace and that IXI is prohibited from accessing the ICQ [*] Namespace in any manner whatsoever without ICQ[*]’s prior written consent. Except as explicitly required hereunder, to protect user privacy, IXI also is prohibited from the collection or solicitation of ICQ [*] User numbers and/or password information without ICQ[*]’s express written consent. ICQ [*] shall determine, in its sole discretion, the terms of use for any ICQ [*] Service, including, but not limited to, terms of conduct, privacy policies and pricing for the ICQ [*] Service, if any. Notwithstanding any of the foregoing, Parties hereby agree that only ICQ [*] Users who have previously registered to the ICQ [*] Service shall be able to access the ICQ [*] Service and that the Complete Approved Application shall not include a registration process without ICQ[*]’s prior written approval. To the extent that such approval is furnished IXI shall insure that no registration to the ICQ [*] Service shall be made available without potential ICQ [*] User going through and accepting the standard end-user agreement.