Common use of Sublicensing and Third Parties Clause in Contracts

Sublicensing and Third Parties. Licensee and Licensee’s Affiliates shall have the right to grant (a) third parties engaged by Licensee or Licensee’s Affiliates a sublicense to the rights granted in Section 2.1, to provide hosting, support or development services for Licensee or Licensee’s Affiliates relating to the Platform, provided that the sublicense may be granted with respect to source code of the Platform only if the sublicensee agrees to confidentiality obligations at least as restrictive as those set forth in Article VII and an acknowledgement of Licensee’s ownership of the Intellectual Property in and to the Platform and any Licensor Improvements, (b) end users the right to use and interface with an object code version of the Platform solely in connection with the Licensee Business or Expanded Business, and (c) partners, content providers and other third parties the right to use, access and interface with the Platform through an application program interface (“API”) solely in connection with the Licensee Business or Expanded Business. Each Party shall establish, maintain and enforce policies and procedures to safeguard and protect the Platform and Licensor Intellectual Property which are no less rigorous than reasonable standards relating to such Party’s confidential and proprietary information. Each Party will be responsible for all acts and omissions of its employees, representatives, Affiliates, and other third parties (including their employees and representatives) who have access to the Platform, Licensor Intellectual Property, or the source code relating thereto as if such acts or omissions were such Party’s acts or omissions.

Sublicensing and Third Parties. Licensee and Licensee’s Affiliates shall have the right to grant (a) third parties engaged by Licensee or Licensee’s Affiliates a sublicense to the rights granted in Section 2.1, to provide hosting, support or development services for Licensee or Licensee’s Affiliates relating to the Platform, provided that the sublicense may be granted with respect to source code of the Platform only if the sublicensee agrees to confidentiality obligations at least as restrictive as those set forth in Article VII and an acknowledgement of Licensee’s ownership of the Intellectual Property in and to the Platform and any Licensor Improvements, (b) end users the right to use and interface with an object code version of the Platform solely in connection with the Licensee Business or Expanded BusinessPlatform, and (c) partners, content providers and other third parties the right to use, access and interface with the Platform through an application program interface (“API”) solely in connection with the Licensee Business or Expanded Business). Each Party shall establish, maintain and enforce policies and procedures to safeguard and protect the Platform and Licensor Intellectual Property which are no less rigorous than reasonable standards relating to such Party’s confidential and proprietary information. Each Party will be responsible for all acts and omissions of its employees, representatives, Affiliates, and other third parties (including their employees and representatives) who have access to the Platform, Licensor Intellectual Property, or the source code relating thereto as if such acts or omissions were such Party’s acts or omissions.