Common use of Access and License by Affiliates Clause in Contracts

Access and License by Affiliates. i. Upon Customer’s written request, Xxxxxxx agrees to grant access to the Densify Subscription Offering and a license to the Local Component to any Affiliate, in accordance with the terms and conditions of this Section 4 and the other terms and conditions of this Agreement, as if such access and license were provided directly to Customer. To the extent that Customer has obligations or responsibilities to be fulfilled under this Agreement to Densify, Customer shall likewise be responsible for the performance of such obligations or responsibilities by any Affiliate to which such access and license is granted, and any breach of such obligations by any Affiliate will be deemed a breach by Customer under this Agreement. ii. Without limiting Section 4(d)(i), if the conduct on the part of Densify constitutes a breach that causes damages to an Affiliate, then Customer may enforce such rights or remedies against Densify as if Customer had suffered such damages and such Affiliate shall not be entitles to enforce such rights or remedies directly against Densify on its own behalf. iii. Xxxxxxx’s provision of access and a license to an Affiliate will not render such Affiliate a third party beneficiary under this Agreement. iv. If a dispute arises between Xxxxxxx and an Affiliate, the dispute will be resolved by Customer on behalf of the Affiliate. v. Neither the provision of access and licenses to Affiliates nor the extension of this Agreement to Affiliates shall have the effect of altering the liability limitations set forth in Section 11 applicable to either Densify or Customer, it being understood that damages incurred by any Affiliate arising from any act or omission on the part of Densify in fulfilling its obligations under this Agreement shall be deemed to be incurred by Customer. vi. Customer shall be responsible for ensuring that Affiliates agree to be bound by the provisions of this Section 4(d) and shall indemnify and hold Densify harmless from any failure of Customer to meet this obligation.

Access and License by Affiliates. i. Upon Customer’s written request, Xxxxxxx agrees to grant access to the Densify Subscription Offering and a license to the Local Component to any Affiliate, in accordance with the terms and conditions of this Section 4 3 and the other terms and conditions of this Agreement, as if such access and license were provided directly to Customer. To the extent that Customer has obligations or responsibilities to be fulfilled under this Agreement to Densify, Customer shall likewise be responsible for the performance of such obligations or responsibilities by any Affiliate to which such access and license is granted, and any breach of such obligations by any Affiliate will be deemed a breach by Customer under this Agreement. ii. Without limiting Section 4(d)(i3(d)(i), if the conduct on the part of Densify constitutes a breach that causes damages to an Affiliate, then Customer may enforce such rights or remedies against Densify as if Customer had suffered such damages and such Affiliate shall not be entitles to enforce such rights or remedies directly against Densify on its own behalf. iii. Xxxxxxx’s provision of access and a license to an Affiliate will not render such Affiliate a third party beneficiary under this Agreement. iv. If a dispute arises between Xxxxxxx and an Affiliate, the dispute will be resolved by Customer on behalf of the Affiliate. v. Neither the provision of access and licenses to Affiliates nor the extension of this Agreement to Affiliates shall have the effect of altering the liability limitations set forth in Section 11 10 applicable to either Densify or Customer, it being understood that damages incurred by any Affiliate arising from any act or omission on the part of Densify in fulfilling its obligations under this Agreement shall be deemed to be incurred by Customer. vi. Customer shall be responsible for ensuring that Affiliates agree to be bound by the provisions of this Section 4(d3(d) and shall indemnify and hold Densify harmless from any failure of Customer to meet this obligation.