Services and Support 1.1 In exchange for your continued compliance with this Agreement, and any modification to this Agreement made by Intuit in accordance with Sections A.1.1, you shall have access to the Software/Subscription in accordance with the following provisions:
(a) If you purchased a Subscription based license for the Software, which generally means that you will be paying for your use of the Software and Services on a monthly or annual basis, you shall receive as part of your active Subscription, so long as Intuit is receiving the applicable payment from you: (i) access to the features of the Software subscribed to by you; (ii) Updates and Enhancements; (iii) Version Protection, each defined in Section B.1.2 below; and (iv) additional products, services and/or discounts when and if they should be made available to you. If you have purchased a subscription that includes Support you will also be entitled to receive Support Services as defined below. Software licenses obtained through a subscription are eligible for Enhancements during the active subscription period only. The Subscription is cancellable by you in accordance with this Agreement, but you will not be entitled to any refunds if you cancel after the 60-Day Money Back Guarantee period, as defined in Section B.6. If you cancel your Subscription or if we do not receive the payment for your Subscription, or if the Subscription is in any way terminated in accordance with the terms of this Agreement, you will no longer have access to the Software and all related Services defined above upon the expiration of the current Subscription term, but you will retain access to your company data file stored on your device, which can be reinstated to a readable QuickBooks format upon reactivation of your Subscription or with the purchase of a license on the Software.
(b) If you purchased your license to the Software under a one-time, upfront payment at retail or directly from Intuit and not under a Subscription, you shall receive: (i) a license to the specific version of the Software product you have selected that, subject to the license grant and restrictions in Section A.1.1, allows you access to the features of the Software; and (ii) Updates and Enhancements to the Software in accordance with the terms of the Termination provisions. Intuit's obligations under this Section B.1.1 are contingent upon you installing all updates and error corrections within thirty (30) days of being notified of their availability by Intuit (or its Representatives). QuickBooks 2015 Software purchased on a separate standalone basis are eligible for enhancements on a when-and-if available basis through May 31, 2018, which is the current support period for QuickBooks 2015.
Service and Support 1. Brainlab shall be responsible for providing service and support for the Brainlab Technology in all Fields of Use. Brainlab shall be responsible for providing ▇▇▇▇▇ ▇ and Level 2 service and support to customers for Products sold by Brainlab in the Therapeutic Delivery Field of Use and for Integrated Products sold by Brainlab in the MR Guided Stereotactic Placement Field of Use. Level 1 support shall include onsite training, help desk services, reseller interfacing, problem isolation and diagnosis, and Level 2 support shall include loading bug fixes, patches, and minor repair services. To the extent relating to SurgiVision Technology, SurgiVision shall provide Level 3 support, which shall include backup support services to assist Brainlab in meeting Level 1 and Level 2 support obligations by addressing certain technical support issues that are beyond the scope of Brainlab’s expertise. Brainlab will pay SurgiVision for ▇▇▇▇▇ ▇ support services at standard rates as described in Appendix C, provided that such services were not required for Co-Development and Distribution Agreement between SurgiVision, Inc. and Brainlab Aktiengesellschaft CONFIDENTIAL warranty repair as contemplated in section X.3 below. Appendix C may be changed from time to time, as appropriate upon the mutual agreement of Brainlab and SurgiVision. SurgiVision will provide spare parts and other items for service to Brainlab at a price equal to [***]. Brainlab reserves the right to offer service packages to the end customer at its discretion.
2. SurgiVision shall be responsible for providing service and support to customers in the United States for ClearPoint Products sold in the MR Guided Stereotactic Placement Field of Use; provided, however, that SurgiVision shall be responsible for attending only the initial clinical cases using the ClearPoint Products (to the extent attendance is requested by the customer). For the avoidance of any doubt, the foregoing obligation does not apply to Integrated Products. To the extent Brainlab has a service package with the end user customer that covers ClearPoint Products (not including Integrated Products), SurgiVision shall be entitled to reasonable compensation from Brainlab under such arrangement in an amount to be agreed.
3. SurgiVision shall provide training on the ClearPoint Products, including joint attendance of SurgiVision and Brainlab personnel in initial clinical cases in the applicable region, to Brainlab personnel to enable Brainlab personnel to provide service and support to customers outside of the United States.
Management and Control (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, as the initial Member, shall have the authority to manage the business and affairs of the Fund.
(b) Members, in their capacity as Members, shall have no right to participate in and shall take no part in the management or control of the Fund's business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act.
(c) The Board may delegate to any other person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law.
(d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval.
(e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.
Maintenance and Support NCR Voyix is solely responsible for providing any maintenance and support services with respect to the Software as specified in the Agreement, or as required under applicable law. The parties acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Software.
Project Management and Coordination The Engineer shall coordinate all subconsultant activity to include quality of and consistency of work and administration of the invoices and monthly progress reports. The Engineer shall coordinate with necessary local entities.