Common use of IaaS or PaaS Clause in Contracts

IaaS or PaaS. If Customer wishes to utilize the IaaS or PaaS environment of a third party to host its Software licenses and data, then Customer will comply with the terms of this Section 2.2(e). The Provider and the IaaS or PaaS environment must be pre-approved by SISW. Once approved, SISW grants to Customer the right and license to install or have installed the Software on the Provider’s IaaS or PaaS environment, and to manage, operate, and otherwise exercise, solely for the internal use of Customer, all of Customer’s rights as set forth in the Agreement with respect to the Software subject to the following terms and conditions: (i) Customer shall not enter into any agreement with the Provider that gives the Provider or any other unauthorized third party access to the Software, except for consulting services work conducted in the ordinary course of business; (ii) the Software must remain under the sole control of Customer at all times; (iii) Customer shall be solely and ultimately responsible for all acts and omissions of the Provider and the Provider's personnel with respect to the Software, and agrees that a breach of the Agreement caused by any of them shall constitute a breach by Customer; (iv) Customer shall notify SISW in writing if there is any change of control of the Provider, or any sale, transfer or other disposition of the assets of the Provider that relate to the IaaS or PaaS environment, and SISW shall have the right in its reasonable discretion to terminate Customer’s right to utilize the Provider’s IaaS or PaaS environment if the transferee of control of such assets is not acceptable to SISW; (v) Customer will notify SISW of any access, use, copying or other operation of Customer's licensed copies of any Software by Provider or any other unauthorized third party of which Customer becomes aware; provided that any such access, use, copying or other operation will constitute a breach of the terms of this Agreement and, in addition to any other obligations of Customer resulting from such breach, Customer shall promptly take at its expense all necessary steps to promptly stop such access, use, copying or other operation and to cure the situation; and (vi) Customer hereby agrees to indemnify, defend and hold SISW and its affiliates harmless from any liabilities, losses, claims and expenses resulting from any act by the Provider, Provider personnel or any other unauthorized third party with respect to the Software.