Client Affiliates. Client Affiliates that have not entered into a separate agreement directly with Company may exercise the license grants and obligations of this Section 3.1 as applicable through Client’s account hereunder, during the applicable Subscription Term and solely for their respective internal business purposes. Client will be responsible for such Client Affiliates’ compliance with the terms of this Agreement, including the obligations of confidentiality contained herein, and for any breach of this Agreement by any Client Affiliate. Use of the Licensed Products by Client Affiliates shall, for purposes of this Agreement, be deemed use by Client subject to all the terms and conditions herein.
Client Affiliates. MindWire’s obligations set forth in this DPA shall also extend to Authorized Affiliates, subject to the following conditions:
(a) Client must exclusively communicate any additional Processing instructions requested pursuant to 3.2 directly to MindWire, including instructions from its Authorized Affiliates;
(b) Client shall be responsible for Authorized Affiliates’ compliance with this DPA and all acts and/or omissions by an Authorized Affiliate with respect to Client’s obligations in this DPA shall be considered the acts and/or omissions of Client; and
(c) Authorized Affiliates shall not bring a claim directly against MindWire. If an Authorized Affiliate seeks to assert a legal demand, action, suit, claim, proceeding or otherwise against MindWire (“Authorized Affiliate Claim”): (i) Client must bring such Authorized Affiliate Claim directly against MindWire on behalf of such Authorized Affiliate, unless Data Protection Laws require the Authorized Affiliate be a party to such claim; and (ii) all Authorized Affiliate Claims shall be considered claims made by Client and shall be subject to any liability restrictions set forth in the Agreement, including any aggregate limitation of liability.
Client Affiliates. Where an Affiliate of Client has not entered into an Order or other separate agreement directly with Arcadia, Client may authorize that Affiliate (each, a “Participating Affiliate”) to access and use the Platform Services under an existing Order between Arcadia and Client. In such cases, references to “Client” in the applicable Order and this Agreement will be deemed references to both Client and the Participating Affiliate, and Client and its Participating Affiliates will be jointly and severally liable for compliance with this Agreement and all Order Forms hereunder. As between Arcadia and Client, Client accepts full liability for the acts and omissions of its Participating Affiliates.
Client Affiliates. Client’s Affiliates may not exercise the license grants and obligations of this Section 3.1, unless such Affiliate has entered into a separate Order directly with the Company. . If a Client Affiliate enters into an Order with Company under this Agreement, then all references to Client in this Agreement will be deemed to be reference to that Client Affiliate in its individual capacity. If, whether through an internal reorganization or otherwise, Client and an Affiliate with a separate agreement with Company undergo a merger or consolidation, such that Client and such Affiliate are combined into or become the same legal entity, then the Parties shall negotiate in good faith to update this Agreement to account for such transaction.
Client Affiliates. Affiliates of Client shall have the right to procure Products and/or Services under this Agreement. “Affiliate” is defined as a business entity, doing business in the United States of America, which is controlled by, under the control of, or under common control with, a person. “Control” (or forms thereof) for purposes of this definition, shall mean, directly or indirectly, ownership or owning 50% or more of the common voting shares or other right to designate, appoint and replace the members of the Board of Directors, Board of Managers, or other comparable management of such business entity. Client shall be jointly and severally responsible for the acts and omissions of its Affiliates, including the payment for Products and/or Services.
Client Affiliates. Any Client Affiliate(s) shall, if they are identified on Exhibit A hereto, also be deemed to be parties to this Master Agreement and any Service Schedule(s) executed by Client. Client represents and warrants, on behalf of, and at the direction of, each Client Affiliate that the Authorized Officer appointed by Client (a) is hereby deemed to be an authorized representative of each Client Affiliate, and is duly authorized to act on behalf of each Client Affiliate, (b) each Client Affiliate has taken all action required by its organizational documents to authorize such Authorized Officer to execute and deliver this Master Agreement and any Service Schedule(s) and to bind each Client Affiliate thereto, and (c) unless otherwise designated in writing by both Client and any respective Client Affiliate, the Authorized Officer is authorized to act in the name of, and on behalf of, each Client Affiliate with regard to this Master Agreement and any Service Schedule(s). Client further represents and warrants that each Client Affiliate has received a copy of this Master Agreement and any Service Schedule(s). By executing this Master Agreement, Client, on behalf of itself, and any Client Affiliate, agrees that Client shall be liable for any obligations of Client or any Client Affiliate under this Master Agreement and/or any Service Schedule(s). Client, for itself, and on behalf of any Client Affiliate, further agrees to indemnify and hold Bank harmless for any claim, loss, cost, expense, or damages resulting from any action taken as a result of Bank’s reliance on Client’s signature on this Master Agreement, whether for itself or on behalf of any Client Affiliate. Any notice which Bank is required by this Master Agreement or any Service Schedule(s) to provide to Client or any Client Affiliate shall be provided only to Client. Each such notice shall be deemed to constitute notice to all parties to this Master Agreement and any Service Schedule(s) and shall satisfy the notice requirement set forth herein. agrees that Xxxx does not accept responsibility for Bank's failure to discover and return such items.
Client Affiliates. Client Affiliates may purchase Premier Services subject to the terms of this Agreement by executing a SOW hereunder. This Agreement shall apply to SOWs executed with such Client Affiliates, and such Affiliates shall be deemed the “Client” as contemplated herein in connection with such SOW.
Client Affiliates. Client is responsible for coordinating all communication with SpryPoint on behalf of its Affiliates with regard to this DPE. Client represents that it is authorized to issue instructions as well as make and receive any communications or notifications in relation to this DPE on behalf of its Affiliates.
Client Affiliates. Services outside of the United States will be provided the Local Provider responsible for the jurisdiction where Services supply will be made.
Client Affiliates. The Services under the Agreement shall also be available to any U.S. companies affiliated with Client that either control, are controlled by or are under a common control with Client (each a “Client Affiliate”). The Services are only available to a Client Affiliate during the period in which they are controlling, being controlled by, or under a common control with Client. The terms and conditions of this STAC and any applicable Schedule will govern all Services provided to such Client Affiliates. In connection with its Client Affiliates, Client hereby represents, warrants and covenants that Client shall be responsible for its Client Affiliates’ use of the Services, and will ensure compliance with the terms and conditions of the Agreement by its Client Affiliates. Client shall at all times remain fully liable for any failure of a Client Affiliate to comply with the terms and conditions of the Agreement.
