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operability of the Web Site to the extent
reasonably necessary for the Contractor to fulfil its
responsibilities under this Agreement. Any delays attributable
to the Company's failure to respond to reasonable requests by
the Contractor will extend any and all deadlines for an amount
of time equal to the Company's delay. The Company reserves the
right to make any necessary equipment or software upgrades,
changes or modifications.
6.2 The Company shall
maintain such rights in the property described in Clause 9.2
and any third party software during the Term as necessary to
carry out the purposes of this Agreement.
7. Delivery and
Acceptance of
Deliverables7.1 Time and
Manner of DeliveryThe Contractor shall deliver the Deliverables
at the times and in the manner specified in the Work
Statement.7.2 Procedure for
AcceptanceThe procedure for acceptance of any Deliverable shall
be as follows:- 7.2.1 The Company shall have
the time shown in the Work Statement to test each such
Deliverable when received. Upon completion of such testing, the
Company shall issue to the Contractor notice of acceptance or
rejection of the Deliverables (provided that. in any event
unless Company has notified the Contractor of its rejection of
any Deliverables within seven (7) days following delivery
thereof, the same shall conclusively be deemed
accepted).7.2.2 The Company may only reject
Deliverables for material failure to comply with the applicable
Specifications. In the event of rejection, the Company shall
give its reasons for rejection to the Contractor in reasonable
detail. The Contractor shall then have the time allotted
in the Work Statement to use commercially reasonable efforts to
correct any deficiencies or non-conformities from the
applicable Specifications and resubmit the rejected items as
promptly as reasonably possible until the Deliverables are
accepted; provided, however, that upon the third or and
subsequent rejection. the Contractor or Company may terminate
this Agreement by thirty (30) days’ notice unless the
Deliverables are accepted during the notice
period.8.
Hosting8.1 CompanyThe
Company shall be responsible for the maintenance, renewal,
control and editorial content of the Web Site. The Contractor
will not be responsible for reviewing the text, graphics,
animation, audio and/or digital video components prior to
uploading such content onto the Web Site. The Contractor shall
not be required to upload new content or alterations to
existing content provided by the Company more than once per
calendar month during the Term. The first hour will be
free of charge. The Company shall ensure that the content shall
be and remain fully compatible with the Web Site; provided,
however, upon request from the Company, and at the Company's
sole expense, the Contractor shall make commercially reasonable
efforts to assist the Company in resolving any content related
compatibility problem. All text and images shall be supplied
electronically to the Contractor by the
Company.8.2 The
ContractorThe Contractor shall be responsible for all aspects
of hosting, operation, and maintenance of the Web Site in
accordance with the specifications set forth on the Work
Statement. 8.3 TaxesThe
Company shall be solely responsible for collecting any and all
required sales, use and value added taxes and other
governmental charges and duties from users of the Web Site.
8.4 Objectionable
MaterialsThe Contractor may publish credits, disclaimers or
other materials on the Web Site as the Contractor reasonably
deems appropriate. In addition. the Contractor shall have the
right to review the Web Site from time to time and remove or
edit content which, in its sole discretion, the Contractor
considers offensive, libellous, obscene or otherwise unlawful
or objectionable (including without limitation, hyperlinks,
framed content or meta tags which the Contractor considers
potentially infringing of third party intellectual property
rights); provided, however, that the Contractor shall attempt
to contact the Company prior to removing or editing such
content. The parties will attempt to meet in good faith to
resolve any such issues. If the parties are unable to resolve
such issues or the Contractor is unable to contact Company,
after using reasonable efforts, the Contractor may remove such
content in its reasonable discretion.
9. Rights in
Content and Software9.1 The
Contractor’s PropertyAll Deliverables and other items and
materials delivered by the Contractor to the Company hereunder,
and all Intellectual Property Rights associated with any of the
foregoing, shall be owned exclusively by the Contractor, and no
right, title or interest in or to any of the same other than
the license granted to the Company pursuant to Section 9.3 is
granted, transferred or assigned to the Company by this
Agreement or any Work Statement. At the Contractor’s
expense, the Company shall: (a) co-operate
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