Hosting and Access Control Clause Samples

Hosting and Access Control. Subject to the terms and conditions of this Agreement, if you are signing up for Client Web Server version of the Programs, you will locally host them on your own servers, and will make it available to CureMD via the Internet or physically for regular CureMD Application level support and maintenance and for verifying compliance with CureMD policies and the terms and conditions hereof. However, if you are signing up for the ASP version of the Programs, CureMD will: (a) make the Hosted Applications and allied services available to Licensee via the Internet on an ASP basis; (b) make the Documentation for the Hosted Applications available to Licensee; and (c) provide to Licensee a URL, user name, password and other information required to use the Application. Licensee will not on a unilateral basis withhold, deny, delay or interrupt CureMD's access to the hosted Servers and/or application. Licensee shall use the CureMD Applications for lawful purposes and in compliance with applicable laws. Licensee shall be responsible for all uses of CureMD Programs by its Users regardless of whether such use is authorized or not by the Licensee or CureMD. CureMD Applications are provided for use in conformance with the terms and conditions hereof. If CureMD becomes aware of possible violations, CureMD may initiate an investigation including gathering information from Licensee and examination of material and the data logs. During the investigation, CureMD in its sole and absolute discretion, may suspend access to CureMD Programs and/or remove the content or other material. If CureMD determines, in its sole discretion, that a violation of this Agreement has occurred, it may take responsive action, including without limitation, permanent removal of the content on CureMD Programs, or any portion thereof, along with issuance of warnings to Licensee and/or suspension/termination of this Agreement and application access. a. Licensee shall be solely responsible for: (i) procuring, at its expense, the necessary environment at the Licensee’s location(s) to use the Hosted Applications via the Internet or otherwise, including, without limitation, all computer hardware, software and equipment, Internet access and telecommunications services (collectively, the “Licensee Systems”); (ii) complying with all laws, rules and regulations related to the Licensee’s use of its Systems and the licensed Programs and services hereunder; (iii) keeping its user name and password secret and confidentia...
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Hosting and Access Control. Subject to the terms and conditions of this Agreement, if you are signing up for Client Web Server version of the Programs, you will locally host them on your own servers, and will make it available to CureMD via the Internet or physically for regular CureMD Application level support and maintenance and for verifying compliance with CureMD policies and the terms and conditions hereof. a. Licensee shall be solely responsible for: (i) procuring, at its expense, the necessary environment at the Licensee’s location(s) to use the Hosted Applications via the Internet or otherwise, including, without limitation, all computer hardware, software and equipment, Internet access and telecommunications services (collectively, the “Licensee Systems”);; (ii) complying with all laws, rules and regulations related to the Licensee’s use of its Systems and the licensed Programs and services hereunder; (iii) keeping its user name and password secret and confidential, and, for any communications or transactions that are made, using the same; (iv) changing its user name and password if it believes that the same has been stolen or might otherwise be misused; (v) maintain recommended information security tools, technologies, fire walls, antivirus, spy wares, etc and other technical and administrative precautions to preserve and protect the protected health information (PHI) ;(vi) obligations under any third party agreements to which Licensee is a party, including, without limitation, any agreement pursuant to which Licensee procures the Licensee Systems or any portion thereof, regardless of whether CureMD provides Licensee with any assistance in such procurement; (v) in case licensee requests the Revenue Cycle Management Services (Medical Billing services, CureBilling), Licensee shall be responsible for provider credentialing, patient billing customer service, and other responsibilities mentioned in the Revenue Cycle Management exhibit to this Agreement; (vi) ) acquiring adequate system know-how in order to correctly using Programs and Services and following CureMD and its Licensors’ verbal and written guidelines, policies, education material or procedures in regard to the use of Programs and Services as well as recommended workflows related thereto.
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Hosting and Access Control. Subject to the terms and conditions of this Agreement, if you are signing up for Client Web Server version of the Programs, you will locally host them on your own servers, and will make it available to WellWink via the Internet or physically for regular WellWink Application level support and maintenance and for verifying compliance with WellWink policies and the terms and conditions hereof. However, if you are signing up for the SaaS version of the Programs, WellWink will: • make the Hosted Applications and allied services available to Licensee via the Internet on Software as a Service basis; • make the Documentation for the Hosted Applications available to Licensee; and • provide to Licensee a URL, user name, password and other information required to use the Application. Licensee will not on a unilateral basis withhold, deny, delay or interrupt WellWink's access to the hosted Servers and/or application. Licensee shall use the WellWink Applications for lawful purposes and in compliance with applicable laws. Licensee shall be responsible for all uses of WellWink Programs by its Users regardless of whether such use is authorized or not by the Licensee or WellWink. WellWink Applications are provided for use in conformance with the terms and conditions hereof. If WellWink becomes aware of possible violations, WellWink may initiate an investigation including gathering information from Licensee and examination of material and the data logs. During the investigation, WellWink in its sole and absolute discretion, may suspend access to WellWink Programs and/or remove the content or other material. If WellWink determines, in its sole discretion, that a violation of this Agreement has occurred, it may take responsive action, including without limitation, permanent removal of the content on WellWink Programs, or any portion thereof, along with issuance of warnings to Licensee and/or suspension/termination of this Agreement and application access. 1) Licensee shall be solely responsible for: a) procuring, at its expense, the necessary environment at the Licensee’s location(s) to use the Hosted Applications via the Internet or otherwise, including, without limitation, all computer hardware, software and equipment, Internet access and telecommunications services (collectively, the “Licensee Systems”); b) complying with all laws, rules and regulations related to the Licensee’s use of its Systems and the licensed Programs and services hereunder; c) keeping its user name a...
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Related to Hosting and Access Control

  • Inclusion and accessibility The institution will provide support to incoming mobile participants with fewer opportunities, according to the requirements of the Erasmus Charter for Higher Education. Information and assistance can be provided by the following contact points and information sources: Although a brief overview is provided in this agreement, more detailed information is sent to the nominees in order for them to prepare their exchange.

  • Cooperation and Access The Cooperative Member agrees that it will cooperate in compliance with any reasonable requests for information and/or records made by the Cooperative. The Cooperative reserves the right to audit the relevant records of any Cooperative Member. Any breach of this provision shall be considered material and shall make the Agreement subject to termination on ten (10) days written notice to the Cooperative Member.

  • Records Retention and Access 1. Grantee will keep and maintain accurate and complete records necessary to determine compliance with this Contract and applicable laws. 2. Grantee will provide access to its records to DFPS, the Texas State Auditor’s Office (SAO), the federal government, and their authorized representatives. 3. Unless otherwise specified in this Contract, Grantee will maintain legible copies of Subcontracts under this Contract and all related documentation for a minimum of seven years after the termination of this Contract or seven years after the completion of any litigation or dispute involving the Contract, whichever is longer. ▇▇▇▇▇▇▇ WILL NOT DISPOSE OF RECORDS BEFORE PROVIDING THE DFPS CONTRACT MANAGER WRITTEN NOTICE OF ITS INTENT TO DISPOSE OF RECORDS AND RECEIVING WRITTEN APPROVAL FROM THE DFPS CONTRACT MANAGER.

  • Record Retention and Access Recipient shall follow established provisions in 2 CFR §§ 200.333-337. Conflict of Interest standards for this award will follow the Organizational Conflict of Interest (OCOI) requirements set forth in Section 170A of the Atomic Energy Act of 1954, as amended, and provisions set forth at 2 CFR § 200.112, Conflict of Interest.

  • Information and Access (a) The Company and Parent each shall (and shall cause its Subsidiaries to, and shall use its commercially reasonable efforts to cause, its and their respective Representatives to), upon the reasonable request by the other, furnish to the other, as promptly as practicable, with all information concerning itself, its Representatives and such other matters as may be necessary or advisable in connection with the Schedule 14D-9 or Schedule TO (including with respect to Parent, information concerning the Investors) and any information or documentation to effect the expiration of all waiting periods under applicable Antitrust Laws and all filings, notices, reports, consents, registrations, approvals, permits and authorizations, made or sought by or on behalf of Parent, the Company or any of their respective Affiliates to or from any third party, including any Governmental Entity, in each case necessary or advisable in connection with the Transactions and, with respect to the information supplied in writing by or on behalf of Parent, its Affiliates or its or their respective Representatives for inclusion in or incorporation by reference into the Schedule 14D-9, including with respect to the Investors. Each of Parent and the Company acknowledges and agrees that such information supplied by it pursuant to this Section 7.8(a) (as applicable) will be correct and complete in all material respects at the time so supplied. (b) In addition to and without limiting the rights and obligations set forth in Section 7.8(a), the Company shall (and shall cause its Subsidiaries to), upon reasonable prior notice, afford Parent and its Representatives reasonable access, during normal business hours, from the date of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, to the Company Employees, agents, properties, offices and other facilities, Contracts, books and records, and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all other information and documents concerning or regarding its businesses, properties and assets and personnel as may reasonably be requested by or on behalf of Parent; provided, however, that, subject to compliance with the obligations set forth in Section 7.8(c): (i) neither the Company nor any of its Subsidiaries shall be required to provide such access or furnish such information or documents to the extent doing so would, in the reasonable opinion of the Company’s outside legal counsel result in (A) a violation of applicable Law, (B) the breach of any contractual confidentiality obligations in any Contract with a third party entered into prior to the date of this Agreement or following the date of this Agreement in compliance with Section 7.1 and Section 7.2; (C) waive the protection of any attorney-client privilege or protection (including attorney-client privilege, attorney work-product protections and confidentiality protections) or any other applicable privilege or protection concerning pending or threatened Proceedings, in any material respect; or (D) such information or documents are reasonably pertinent to any adverse Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (subject to any rules or guidelines of discovery applicable to such adverse Proceeding); and (ii) in no event shall the work papers of the Company’s and its Subsidiaries’ independent accountants and auditors be accessible to Parent or any of its Representative unless and until such accountants and auditors have provided a consent related thereto in form and substance reasonably acceptable to such auditors or independent accountants. Any investigation conducted pursuant to the access contemplated by this Section 7.8(b) will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries and that would not reasonably be expected to create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform any “invasive” testing or soil, air or groundwater sampling, including any Phase II environmental assessments. All requests for such access or information made pursuant to this Section 7.8(b) shall be initially directed to the Person set forth on Section 7.8(b) of the Company Disclosure Schedule, which Person may be replaced by the Company at any time by providing written notice to Parent, and any access granted in connection with a request made pursuant to this Section 7.8(b) shall be supervised by such Persons. (c) In the event that the Company objects to any request submitted pursuant to Section 7.8(b) on the basis of one or more of the matters set forth in clause (i) of Section 7.8(b), it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons and reasonable support therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the impediments expressly set forth in clause (i) of Section 7.8(b) (other than clause (D)) including through the use of commercially reasonable efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual confidentiality obligations contemplated by clause (i)(B) of Section 7.8(b), obtaining a waiver with respect to or consent under such contractual confidentiality obligations. (d) Without limiting the generality of the other provisions of this Section 7.8, the Company and Parent, as each deems advisable and necessary, after consultation with their respective outside legal counsel, may reasonably designate competitively sensitive information and documents (including those that relate to valuation of the Company or Parent (as the case may be)) as “Outside Counsel Only Information.” Such information and documents shall only be provided to the outside legal counsel of the Company or Parent (as the case may be), or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement or additional confidentiality or joint defense agreement between or among the Company and Parent; provided, however, that, subject to any applicable Laws relating to the exchange of information, the outside legal counsel receiving such information and documents may prepare one or more reports summarizing the results of any analysis of any such shared information and documents, and disclose such reports, other summaries or aggregated information derived from such shared information and documents to Representatives of such outside legal counsel’s client. (e) No access or information provided to Parent or any of its Representatives or to the Company or any of its Representatives following the date of this Agreement, whether pursuant to this Section 7.8 or otherwise, shall affect or be deemed to affect, modify or waive the representations and warranties of the Parties set forth in this Agreement and, for the avoidance of doubt, all information and documents disclosed or otherwise made available pursuant to Section 7.5, Section 7.6, this Section 7.8 or otherwise in connection with this Agreement and the Transactions shall be governed by the terms and conditions of the Confidentiality Agreement mutatis mutandis as if Parent were Counterparty (as defined in the Confidentiality Agreement) and subject to applicable Laws relating to the exchange or sharing of information and any restrictions or requirements imposed by any Governmental Entity; provided, that, in the event of a conflict, the provisions of Section 7.13 shall override any conflicting provisions of the Confidentiality Agreement, and any Person who is a potential source of, or may provide, equity, debt or any other type of financing to Parent or any of its Representatives in connection with the Transactions shall be deemed a “Representative” for purposes of the Confidentiality Agreement without the prior written consent of the Company.