Common use of Sub-licensed use Clause in Contracts

Sub-licensed use. As a partial exception to the provisions of paragraph 3.3. above, TeamSystem may grant the Customer, via Order Form, the right to grant a sub-license to use the MailUp ® Platform: (i) to its customers, where the Customer is a TS Distributor; (ii) or to companies controlled (directly or indirectly) by, or related to, the Customer. In such cases, the Customer shall be held solely responsible for complying with the provisions and obligations of this Agreement, there being, for such sub-licensees, no direct relationship with TeamSystem, also undertaking to have each sub-licensee review this Agreement. However, the Terms of Use of the MailUp® Platform must be accepted for acknowledgment by all users, including sub-licensees, and may be unilaterally modified by TeamSystem. The appointment of TeamSystem as External Data Processor, as per Art. 2.3, by the Customer also extends to the processing that will be carried out in connection with existing contractual agreements with its sub-licensee customers, with respect to which it is the responsibility of the sub-licensee customers to provide for the appointment of resellers as external data processors or to identify suitable organizational arrangements to ensure the security of the processed data. The Customer undertakes in any case to indemnify and hold harmless TeamSystem from any prejudice it may suffer as a result of sub-licensees’ conduct, default, or breach, as the TeamSystem platforms activated by the reseller panel fall within the provisions of this Contract.