Third Party Service Providers Clause Examples

Third Party Service Providers. 1.2.1 Data Communications will be transmitted electronically to each party as specified in the TPW, either directly or through any third party service provider ("Provider") with whom either party may contract. Either party may modify its election to use, not use or change a Provider upon 30 days prior written notice to the other party. 1.2.2 Each party shall be responsible for the costs of any Provider with whom it contracts, unless otherwise set forth in the Exhibit. Each party shall be responsible for services and performance needed to carry out its responsibilities under this Agreement. 1.2.3 Notwithstanding the acts or omissions of its Provider, for purposes of this Agreement, each party is responsible for transmitting, receiving, storing or handling Data Communications to the extent required to effectuate transactions pursuant to Section 2.

Third Party Service Providers. An Insurer may retain a third-party service provider to perform one or more of the services it is obligated to perform under this Agreement, provided, however, that the retention does not operate to relieve the Insurer of any obligation (including obligations arising from the Insurer’s representations and warranties below) it has to the Company or its affiliates under this Agreement. In addition, retention of unaffiliated third-party service providers is subject the following conditions: • the retention must be pursuant to a written agreement (a “retention agreement”) conforming in substance to the terms of this Agreement (i.e., not inconsistent with any term or provision of this Agreement) and provided to the Company for its approval at least seven (7) days in advance of its execution. • in the event that the Insurer retains a third-party to perform fewer than all of the services provided for herein, any compensation under this Agreement that the Insurer retains must be commensurate with the services it provides under this agreement.

Third Party Service Providers. We may, from time to time, make services provided by Third Party Service Providers available through Direct Services, our website or through our social media platforms for convenience only. You acknowledge and agree that: a. we make the services of Third Party Service Providers available through Direct Services, our website or through our social media platforms for the convenience of you. The services are provided by the Third Party Service Providers and not us. Your relationship with the Third Party Service Providers shall be a separate relationship, independent of the relationship between you and us, and such a relationship is outside our control; b. we make no representation or warranty to you with respect to any services provided by a Third Party Service Provider even though those services may be accessed by you through Direct Services our website or through our social media platforms; c. you assume all risks associated with accessing or using the services of Third Party Service Providers; d. you expressly grant and agree to grant to the Third Party Service Providers, a non-exclusive, irrevocable, perpetual, royalty-free, world-wide right and license to use as required by the Third Party Service Provider and authorize other persons to use Eligible Bills, Official Images, Identity and Proof of Identity, solely for the purpose of providing the services and performing the obligations provided by the Third Party Service Providers and enforcing its rights under this Agreement; e. we have no responsibility or liability to you in respect of services provided by a Third Party Service Provider; f. any dispute that relates to services provided by a Third Party Service Provider is strictly between you and the Third Party Service Provider, and you will raise no defense or claim against us; and

Third Party Service Providers. You are permitted to use a Service Provider only if the Service Provider’s access to and use of the Service is done on Your behalf and in accordance with these terms, and is subject to a binding written agreement between You and the Service Provider with terms at least as restrictive and protective of Apple as those set forth herein. Any actions undertaken by any such Service Provider in relation to the Service and/or arising out of this Agreement shall be deemed to have been taken by You, and You (in addition to the Service Provider) shall be responsible to Apple for all such actions (or any inactions). In the event that any actions or inactions by the Service Provider could constitute a violation of this Agreement or otherwise cause any harm, Apple reserves the right to require You to cease using such Service Provider.

Third Party Service Providers. You agree that we may use third parties to provide any of the online services we offer to you. If we do use third-party service providers, you acknowledge and agree that we may share your personal information with them, on an as-needed basis, in order to provide the requested services and/or process your transactions; however, we will not share your personal information with third parties so that they can market to you. You also agree that if we use third-party service providers, they may rely upon your agreements, representations and warranties in this Agreement, and that such service providers are third- party beneficiaries of such agreements, representations and warranties with the power to enforce those provisions against you, as applicable and as the circumstances or context may require.

Third Party Service Providers. 5.1. To the extent permitted by law, and as reasonably necessary to provide the Edpuzzle Service to the District, Edpuzzle may provide access to, export, transfer, or otherwise disclose student and/or teacher data to Edpuzzle’s assignees, agents and subcontractors; provided that prior to any such disclosure, the assignee, agent or subcontractor receiving data has agreed in writing to comply with data protection obligations consistent with those applicable to Edpuzzle under applicable laws and regulations. 5.2. Edpuzzle shall assess the privacy and security policies and practices of third-party service providers to ensure such third-party service providers comply with best industry standards, including, but not limited to, ISO and NIST regulations. 5.3. Edpuzzle only sends personal identifiable information to third-party services that are required to support the service and fully attend Edpuzzle’s user needs. 5.4. Edpuzzle’s list of third-party service providers is maintained online and may be found in Edpuzzle’s Privacy Policy. 5.5. In all cases, Edpuzzle shall impose the data protection terms on any third-party service provider it appoints that at a minimum meets the requirements provided for by the Agreement.

Third Party Service Providers. No party hereto, whether directly or indirectly, shall retain any Third Party Service Provider to assist it in performing its duties hereunder or to otherwise participate in the Loan Program or the CSO Program except with the prior written consent of the other party hereto, which consent shall not be unreasonably withheld. In seeking the approval to retain a Third Party Service Provider, the party requesting such approval shall provide to the other party such information concerning the proposed Third Party Service Provider as such other party may reasonably request. A party may condition its willingness to approve a proposed Third Party Service Provider upon obtaining a written commitment from such Third Party Service Provider to comply with the terms of this Agreement and the Program Guidelines, to submit to audits and inspections by either party hereto, and to indemnify the parties hereto upon such terms and conditions as the parties hereto may reasonably require. CSO shall be responsible for supervising any Third Party Service Providers retained by CSO. Lender shall be responsible for supervising any Third Party Service Providers retained by Lender.

Third Party Service Providers. Seller may satisfy its obligation to provide the applicable Services hereunder by causing (a) one or more of its Affiliates that is reasonably capable of performing the Services, to provide such Services or by subcontracting any of such Services or any portion thereof to such Affiliates (and Seller hereby fully and unconditionally guarantees the due and punctual performance of the Services by any such Affiliate), or (b) procuring any of such Services or portion thereof, from any Third Party (such a Third Party, a “Third-Party Service Provider”) that is reasonably capable, in Purchaser’s reasonable judgment, of performing the Services (provided that ▇▇▇▇ Consulting, LLC and Accenture shall be deemed to be reasonably capable in Purchaser’s reasonable judgment for purposes of this Section 2.03(b)); provided; however, notwithstanding the foregoing, Seller may not subcontract, or otherwise delegate its obligations to provide Services hereunder to any Third Party (other than an Affiliate of Seller) without the express written consent of Purchaser (with such consent not to be unreasonably conditioned, withheld or delayed). Seller shall use commercially reasonable efforts to enforce the provisions of any Contract with a Third-Party Service Provider (a “Third-Party Contract”) that is related to the Services provided for Purchaser’s and the Company’s benefit and upon Purchaser’s or the Company’s written request describing the default of the Third-Party Service Provider and supporting the demand of performance, compensation or indemnity, Seller shall use commercially reasonable efforts to pursue any required performance, warranty or indemnity under any Third-Party Contract on Purchaser’s or the Company’s behalf. Purchaser shall reimburse Seller for all Out-of-Pocket Costs incurred by Seller in connection with pursuing any such performance, warranty or indemnity on behalf of Purchaser. The above is without prejudice to any of Seller’s or Purchaser’s rights against the Third-Party Service Provider as a result of any Pass Through Warranty.

Third Party Service Providers. Unless otherwise prohibited by Apple in the Documentation or this Agreement, You are permitted to employ or retain a third party (“Service Provider”) to assist You in using the Apple Software and Services provided pursuant to this Agreement, including, but not limited to, engaging any such Service Provider to maintain and administer Your Internal Use Applications’ servers on Your behalf, provided that any such Service Provider’s use of the Apple Software and Services or any materials associated therewith is done solely on Your behalf and only in accordance with these terms. You agree to have a binding written agreement with Your Service Provider with terms at least as restrictive and protective of Apple as those set forth herein. Any actions undertaken by any such Service Provider in relation to Your Internal Use Applications or use of the Apple Software or Apple Services and/or arising out of this Agreement shall be deemed to have been taken by You, and You (in addition to the Service Provider) shall be responsible to Apple for all such actions (or any inactions). In the event of any actions or inactions by the Service Provider that would constitute a violation of this Agreement or otherwise cause any harm, Apple reserves the right to require You to cease using such Service Provider.