ERS System definition
Examples of ERS System in a sentence
These remedies are conditioned upon Buyer using the ERS System (including ERS Software) in accordance with its applicable documentation, and on full compatibility of Customer Equipment (defined below) with the ERS System.
Seller will provide Buyer with (i) web-based services (“Hosted Services”) including access to the ERS Software installed on Seller's servers and other equipment (such ERS Software, servers, and other equipment individually and collectively referred to as the "ERS System"), for the collection and analysis of data, at one or more Buyer facility sites, (ii) ProAct Services, and/or (ii) reports that may be made available for Buyer to download from the ERS System (“Reports”).
For the purposes of this Agreement, "Downtime" shall mean any interruption in the availability of Hosted Services to Buyer (excluding scheduled interruptions of which Buyer is notified twenty-four (24) hours in advance), only if such interruption is due either to: (i) an error in the ERS Software, or (ii) failure of the ERS System (but not including problems associated with Internet connectivity or other factors or events outside of ERS’s control).
During the term of this Agreement, Seller will provide certain maintenance and customer support services, as set forth in this Section, to maintain the ERS System so that the ERS System shall function in accordance with the accepted level of performance consistent with descriptions herein.
Except for the limited access right granted to Buyer in this Agreement, all right, title, and interest in and to the ERS System, including the ERS Software and any and all Updates and modifications as a result of any implementation services rendered, are and shall remain the exclusive property of Seller and its licensors, solely and exclusively.
Upon expiration or termination of this Agreement for any reason, Seller shall immediately cease providing all Hosted Services and ProAct Services, and Buyer shall no longer have access to the ERS System and Reports.
During the term of this Agreement, Seller will maintain the ERS Software by providing such software updates and enhancements to Buyer as are offered by Seller to new users of the ERS System ("Updates").
Buyer agrees that, except as expressly set forth in this Section, it will not rent, lease, sublicense, re-sell, time-share, or otherwise assign to any third-party this Agreement or any of Buyer's rights or licenses to access the ERS System (including the ERS Software), nor shall Buyer use, or authorize others to use, the Hosted Services or ERS System to operate a service bureau.
Notwithstanding the preceding sentence, Buyer shall be permitted to provide access to the ERS System to its employees and agents located worldwide, subject to the provisions of Section 16.
Seller does not warrant that the ERS System, Reports, the Hosted Services, or ProAct Services will meet Buyer's requirements (except as provided in this Section and subject to Section 9) or that Buyer's access to and use of the ERS System or the Hosted Services will be uninterrupted or free of errors or omissions.