ES&S Software Clause Samples

The "ES&S Software" clause defines the specific software products and related components provided by Election Systems & Software (ES&S) that are covered under the agreement. This clause typically outlines which software applications, modules, or updates are included, and may specify any restrictions on use, licensing terms, or support obligations. By clearly identifying the scope of software involved, the clause ensures both parties understand what is being supplied and used, thereby preventing disputes over software rights, usage, and support responsibilities.
ES&S Software. ES&S warrants for a one (1) year period for the ES&S Software (the “Warranty Period”) it will repair any component of the ES&S Software which, while under normal use and service: fails to perform in accordance with its Documentation in all material respects. The Warranty Period will commence upon installation. If a defect or malfunction occurs in the ES&S Software while it is under normal use and service, Customer shall promptly notify ES&S, and ES&S or its authorized representatives shall use reasonable efforts to restore the Software to perform in accordance with its Documentation as soon as practicable. ES&S or its authorized representatives shall restore ES&S Software at a location as determined by ES&S in its sole discretion. If a defect or malfunction occurs in any ES&S Software as a result of (1) repairs, changes, modifications or alterations not authorized or approved by ES&S, (2) accident, theft, vandalism, neglect, abuse or use that is not in accordance with instructions or specifications furnished by ES&S or (3) causes beyond the reasonable control of ES&S or Customer, including acts of God, fire, flooding, riots, acts of war, terrorism or insurrection, government acts or orders; epidemics, pandemics or outbreak of communicable disease; quarantines; national or regional emergencies, labor disputes, transportation delays, governmental regulations, rodent infestation, and utility or communication interruptions, Customer shall pay ES&S for any maintenance services at ES&S’ then-current rates, as well as for the cost of all parts used in connection with the performance of such maintenance services. Customer shall have access to ES&S Help Desk Support during the Warranty Periods. ES&S reserves that right to use third parties approved by ES&S to perform the warranty services hereunder.
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ES&S Software. ES&S warrants that for 90 days after the Acceptance Date (the “Warranty Period”), it will repair or replace any of the ES&S Software which, while under normal use and service: (i) fails to perform in accordance with its Documentation and in accordance with official preprinted marketing materials, proposals, or quote published by ES&S in all material respects, or (ii) is defective in material or workmanship. Any repaired or replaced item of ES&S Software shall be warranted only for the unexpired term of the original Warranty Period. All replaced components of the ES&S Software will become the property of ES&S. This warranty is effective provided that (I) Customer promptly notifies ES&S of the failure of performance or defect and is otherwise in compliance with its obligations hereunder, (II) the ES&S Software to be repaired or replaced has not been repaired, changed, modified or altered except as authorized or approved by ES&S, (III) the ES&S Software to be repaired or replaced is not damaged due to accident, theft, vandalism, neglect, abuse, use which is not in accordance with instructions or specifications furnished by ES&S or causes beyond the reasonable control of ES&S or Customer, including natural disaster, fire, flood, unusually severe weather or Acts of God, (IV) Customer has Timely Installed and is using all Updates (if any), provided to it by ES&S, (V) the ES&S Software is used with hardware and software meeting specifications supplied by ES&S, and (VI) the data and/or the database structure used in conjunction with the ES&S Software is not manipulated using application software other than the ES&S Software unless Customer obtains ES&S’ prior written approval of such manipulation or such modification, change or alteration is performed by Customer temporarily during an emergency situation and then only for such period of time as an emergency condition exists and it is not reasonably practicable for Customer to obtain ES&S’ prior authorization or approval in writing. Upon expiration of the warranty, Customer shall be entitled to the Maintenance Services set forth in Exhibit C to this Agreement in accordance with the terms and conditions of Exhibit C.
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Related to ES&S Software

  • Embedded Software To the extent any goods contain Embedded Software (defined below) that is not Buyer’s Property, no title to such Embedded Software shall pass to Buyer, and Supplier shall grant Buyer, its customers and all other users a non-exclusive worldwide, irrevocable, perpetual, royalty-free right to use, load, install, execute, demonstrate, market, test, resell, sublicense and distribute such Embedded Software as an integral part of such goods or for servicing the goods (the “Buyer-Required License”). If such Embedded Software or any part thereof is owned by a third party, prior to delivery, Supplier shall obtain the Buyer-Required License from such third-party owner. “Embedded Software” means software necessary for operation of goods and embedded in and delivered as an integral part of goods.

  • Antivirus software All workstations, laptops and other systems that process and/or store PHI COUNTY discloses to CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of COUNTY must have installed and actively use comprehensive anti-virus software solution with automatic updates scheduled at least daily.

  • Server Software Subject to the terms and conditions of this ▇▇▇▇, Vocera grants you the non-exclusive right to (i) install and run (“Use”) the Server Software on computer systems (each, a “Server Computer”) located at End User’s Facilities in the geographic territory designated above (“Territory”); (ii) to Use the Client Software in conjunction with Authorized Client Devices and such Server Computers; and (iii) for pilot licenses for certain Software provided on a trial basis, use such Software for the limited term specified by Vocera in writing. You may Use the standard Server Software on one primary Server Computer (or a primary cluster of computers suitably configured for productive use of the Server Software). You may install backup copies of the Server Software on backup Server Computers to provide redundancy in the event of failure of the primary Server Computer(s) but, unless you have acquired additional licenses or a failover license from Vocera, you may not run such backup or additional copies concurrently with the primary copies. Vocera grants you the right to use the applicable License Key issued by Vocera only to enable Use of the Server Software in conjunction with the licensed Server Computers. Server Software may be licensed for a Subscription Term as specified in the Quote.

  • Licensed Software Computer program(s) provided by Contractor in connection with the Deliverables, subject to Section 14 of this Contract.

  • Third Party Software The Software may contain third party software which requires notices and/or additional terms and conditions. Such required Third Party Software notices and/or additional terms and conditions are located at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇-third-party/ (or a successor website thereto) and are made a part of and incorporated by reference into this Agreement.