Common use of Right to Perform Acceptance Testing Clause in Contracts

Right to Perform Acceptance Testing. Prior to accepting Deliverables, ▇▇▇▇▇▇▇▇ shall have the right to perform Acceptance Testing to evaluate the Deliverable(s) to ensure they meet Acceptance Criteria, if any, set forth on the applicable Order Form or Statement of Work. Vendor shall cooperate with ▇▇▇▇▇▇▇▇ in the development of Acceptance Criteria that shall be codified in the applicable Order Form or Statement of Work that will set forth the location, date, and other specifications of the Acceptance Testing, if any. Acceptance Testing may occur in one or more phases, depending on the integration of contingent products, scalability, performance tuning or other measurable features or milestones. After an Acceptance Test and if at any time the Service(s) does not conform, ▇▇▇▇▇▇▇▇ will notify Vendor in writing within sixty (60) Calendar Days of learning of such nonconformance and will specify in reasonable detail the identified failures and possible reasons for failure. Vendor will, at its expense, repair or replace the nonconforming product within fifteen (15) Calendar Days after receipt of ▇▇▇▇▇▇▇▇’▇ notice of deficiency. If ▇▇▇▇▇▇▇▇ issues an Acceptance Certificate for an "Acceptance with Exception(s)" ▇▇▇▇▇▇▇▇ will list the exception(s) and the date for Vendor's correction of the Error(s). If Error(s) are corrected by the listed date(s), ▇▇▇▇▇▇▇▇ agrees to commence further Acceptance Testing of the Deliverable or affected portion(s). If the Deliverable passes the Acceptance Tests, ▇▇▇▇▇▇▇▇ will issue an Acceptance Certificate. If a Deliverable fails a second or subsequent Acceptance Test (or in the event of a single Acceptance Test, the “Acceptance Test”) in no event shall there be an increase to the original price agreed to by the Parties for the Deliverable. The foregoing procedure will be repeated until ▇▇▇▇▇▇▇▇ accepts or finally rejects the Deliverable, in whole or part, in its sole discretion. In the event that the Service(s) does not perform to ▇▇▇▇▇▇▇▇’▇ satisfaction, ▇▇▇▇▇▇▇▇ reserves the right to repudiate Acceptance. If ▇▇▇▇▇▇▇▇ finally rejects the Service(s), or repudiates Acceptance of it, Vendor will refund to ▇▇▇▇▇▇▇▇ all fees paid, if any, by ▇▇▇▇▇▇▇▇ with respect to the Service(s). If ▇▇▇▇▇▇▇▇ is not satisfied with Vendor’s performance of the technology related services described in the Statement of Work, ▇▇▇▇▇▇▇▇ will so notify Vendor within thirty (30) Calendar Days after Vendor’s performance thereof. Vendor will, at its own expense, re-perform the service within fifteen (15) Calendar Days after receipt of ▇▇▇▇▇▇▇▇’▇ notice of deficiency. The foregoing procedure will be repeated until ▇▇▇▇▇▇▇▇ accepts or finally rejects the technology related service in its sole discretion. If ▇▇▇▇▇▇▇▇ finally rejects any technology related service, Vendor will refund to ▇▇▇▇▇▇▇▇ all fees paid by ▇▇▇▇▇▇▇▇ with respect to such technology related service. Vendor warrants that during the term of this Agreement that the Service(s) and any associated components will not materially diminish during the subscription Term.