Continuous Product Support Sample Clauses

Continuous Product Support. 13.4.1 In the event that Contractor replaces any or all components of the Application Software with other software modules or components (hereinafter “Replacement Product”) during the entire Term of the Contract in order to fulfill its obligations under this Contract and to meet the Solution Requirements, then the License will be deemed to automatically include such Replacement Product without cost or penalty to the County even if such Replacement Product contains greater functionality than the Application Software it replaced. If required by the County, Contractor must provide the necessary training to County personnel to utilize the Replacement Product at no cost to the County. 13.4.2 In the event any or all components of the Application Software are migrated to the Replacement Product as a result of an acquisition, sale, assignment, transfer or other change in control of Contractor, then any assignee or successor, by taking benefit (including, without limitation, Acceptance of any payment under this Contract), will be deemed to have ratified this Contract, subject to the requirements of Paragraph 20.0 (Assignment and Delegation/Mergers or Acquisitions) below. All terms and conditions of this Contract will continue in full force and effect for the Replacement Product. 13.4.3 The following terms and conditions will apply if the County elects to transfer the License to a Replacement Product: a. Contractor, or its assignee or successor, must at no cost to the County, implement the Replacement Product in the Solution Environment, convert and migrate all of the Solution data from the Application Software format to the Replacement Product format to ensure Production Use of such Replacement Product, b. Any prepaid Service Fees for the Solution must transfer in full force and effect for the balance of the Replacement Product’s maintenance and support term (or equivalent service) at no additional cost. If the prepaid amount is greater than the Replacement Product’s maintenance and support fees for the same Term, the credit balance must be applied to future Maintenance Fees or returned to the County, at the County’s option, c. All modules offered separately must match the original Application Software’s level of functionality, must be supplied by Contractor, or its assignee or successor, without additional cost or penalty to the County, and must not affect the calculation of any annual fees, d. Contractor must provide to the County the necessary training for purpo...
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Continuous Product Support. If Contractor assigns or transfers this Agreement to a permitted assignee and subsequent to such assignment, the System Software is not supported to at least the
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Continuous Product Support. If Contractor assigns or transfers this Agreement to a permitted assignee and subsequent to such assignment, the System Software is not supported to at least the same level that Contractor supported the System Software, as determined by County Project Director (because, for example, Contractor’s permitted assignee chooses to support other products in preference to the products licensed herein), or, absent any assignment or transfer, if County, upon eighteen (18) months prior written request by Contractor and at County’s sole discretion, waives Contractor’s obligation to continue providing Maintenance Services in respect of the System Software under Paragraph 12.9 (if for example, Contractor generally is ceasing support of the product), then in either instance County, at its option and without limiting or altering its License rights or rights to System Software Source Code, County may elect to transfer the License, without cost or penalty, to another similar product (“Replacement Product”) within Contractor’s, or Contractor’s permitted assignee’s, if applicable, product offering. The assignee, by taking benefit (including, without limitation, acceptance of any payment under this Agreement) shall be deemed to have ratified this Paragraph 42. All terms and conditions of this Agreement shall continue in full force and effect for the Replacement Product. In addition, the following terms and conditions shall apply if County elects to transfer the license to a Replacement Product:‌ 42.1. Any prepaid Maintenance Services for the System Software shall transfer in full force and effect for the balance of the Replacement Product’s maintenance and support term (or equivalent service) at no additional cost. If the prepaid moneys are greater than the Replacement Product’s maintenance and support fee for the same term, the credit balance shall be applied to future maintenance and support fees or returned to County, at County’s option; 42.2. Any and all modules of the Replacement Product or otherwise offered separately, and needed to match the original System Software’s level of functionality, as determined by County’s Project Director, shall be supplied by Contractor’s permitted assignee without additional cost or penalty, and shall not affect the calculation of any maintenance and support fees; 42.3. All County users and support personnel shall receive reasonable training for purposes of learning the Replacement Product. Training shall be provided at no additional direct...
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Continuous Product Support. If requested by County, Contractor shall transfer the License and migrate the Application Software, without cost or penalty, to any successor software product replacing the Application Software (hereinafter "Replacement Product") within Contractor's or its assignee’s or successor’s product offering, as applicable, and provide the necessary training to County personnel to utilize such Replacement Product, at no cost to County, in the event that: (1) Contractor (i) assigns this Agreement (which requires the consent of County, which consent shall not be unreasonably withheld), is acquired, becomes otherwise controlled by another individual or entity, sells, assigns or transfers more than fifty percent (50%) of its interest in the Application Software (hereinafter collectively "Successor Event(s)"), and (ii) subsequent to the Successor Event, markets a software product which replaces the Application Software, resulting in the Application Software not being supported during the term of the Agreement to at least the same level that Contractor supported the Application Software prior to the Successor Event; or (2) Contractor markets a software product which replaces the Application Software during the Initial Term of this Agreement, resulting in the Application Software not being supported during the term of the Agreement to at least the same level that Contractor supported the Application Software prior to the Successor Event (hereinafter in addition to the definition above "Successor Event"). In any event, any assignee or successor, by taking benefit (including, without limitation, acceptance of any payment under this Agreement) shall be deemed to have ratified this Agreement. All terms and conditions of this Agreement shall continue in full force and effect for the Replacement Product. The following terms and conditions shall apply if County elects to transfer the License to a Replacement Product: (1) Contractor, or its assignee or successor, shall, at no cost to County, implement the Replacement Product in the System Environment, convert and migrate all of County's System data from the Application Software format to the Replacement Product format to ensure Production Use of such Replacement Product; (2) Any prepaid Annual Fees for Application Software shall transfer in full force and effect for the balance of the Replacement Product’s maintenance and support term (or equivalent service) at no additional cost. If the prepaid amount is greater than the Replacem...
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Continuous Product Support. If Contractor assigns or transfers this Agreement to a permitted assignee and subsequent to such assignment, the System Software is not supported to at least the same level that Contractor supported the System Software as determined by County Project Director (because, for example, Contractor’s permitted assignee chooses to support other products in preference to the products licensed herein) or, absent any assignment or transfer, if County, upon eighteen (18) months prior written request by Contractor and at County’s sole discretion, waives Contractor’s obligation to continue providing Maintenance and Support services in respect of the System Software under Paragraph 17.1 (Maintenance and Support) (if for example, Contractor generally is ceasing support of the product), then in either instance County, at its option and without limiting or altering its License rights or rights to the Application Software Source Code, County may elect to transfer the License, without cost or penalty, to another similar product (“Replacement Product”) within Contractor’s, or Contractor’s permitted assignee’s, if applicable, product offering. The assignee, by taking benefit (including, without limitation, acceptance of any payment under this Agreement) shall be deemed to have ratified this Paragraph 18.
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Related to Continuous Product Support

  • Product Support Partners may provide support for Products and other value-added services, and Partner is responsible for the performance of any services it provides. If Customer purchases Microsoft Support Services through a Partner, Microsoft will be responsible for the performance of those services subject to the terms of this Agreement.

  • Third Party Products and Services Any third-party hardware, software and/or services that is delivered by ResMed for use either standalone or in conjunction with ResMed products and/or services, shall be subject to the third-party terms and conditions and/or license agreements between Customer and the third party. Such third-party hardware, software and/or services is provided by ResMed "AS IS," without any warranty of any kind. Any representations or warranties as to such hardware, software and/or services shall only be as granted by the applicable third parties, if any, that accompany such products and/or software and/or services. Any representations, warranties, or other similar obligations with respect to such third-party hardware, software and/or services flow directly from the third party to Customer and ResMed shall have no responsibility at all for any such representations, warranties, obligations or lack thereof.

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