USE BY CLIENT AFFILIATES Clause Samples
USE BY CLIENT AFFILIATES. The Services in the Schedules identified in Section 1.7 above may be used by: (i) Affiliates of Client, and the term “Client’s Personnel” shall also include the employees of Client’s Affiliate(s); and (ii) on Client’s behalf and when applicable Client’s Affiliate’s behalf by third-party companies that are not FIS competitors and that are suppliers to Client of products and/or services under a written agreement documenting their commercial relationship with Client or the Affiliate and containing obligations respecting FIS’s confidentiality, intellectual property and proprietary rights no less stringent than those contained in this Agreement, and solely as required to assist Client or the Affiliate in its internal business operations. In no event may Client, Client’s Affiliates, or its or their third party service providers use any Services or Deliverables for any purpose other than the business operations of Client or as applicable, Client’s Affiliate(s). As used herein, “Affiliate” means, with respect to any specified party, any other person or party that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such party (“control,” “controlled by” and “under common control with” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a party, whether through ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise).
USE BY CLIENT AFFILIATES. If the Order states, or Cegid and the Client agree in writing, that Affiliates of the Client may receive and use the Software Packages and Services, this Article 3 will apply.
3.1. Pre-conditions to the use of the Software by Affiliates
(a) An Affiliate of the Client will be authorized to use the Software Packages and Third Party Software only if, on the date of signature of this Agreement, the Affiliate complies with the conditions set out in the definition of the term “Affiliate” in Article 1 above, and no shareholder of the Affiliate is a competitor of Cegid. For the purposes of this Agreement, “competitor of Cegid” means a person or entity controlling, controlled by or under common control, directly or indirectly, with a person or entity whose primary business is similar or identical to Cegid business, i.e., as software editor and services supplier in relation to the retail sector.
USE BY CLIENT AFFILIATES.
3.1 Subject to the terms and conditions of this Agreement, including any restrictions on use expressly set forth in this Agreement, Client Affiliates are entitled to use the Services purchased by Client under this Agreement, provided however that Client shall be responsible for ensuring each of the Client Affiliates’ and their personnel’s compliance with the terms and conditions of this Agreement and shall be liable for any breach of this Agreement by the Client Affiliates.
USE BY CLIENT AFFILIATES. If the Order states, or Cegid and the Client agree in writing, that Affiliates of the Client may receive and use the Software Packages and Services, this Article 3 will apply.