Common use of BNY Mellon IP Clause in Contracts

BNY Mellon IP. (1) With respect to BNY Mellon IP that is made available to Voya in connection with the Services, to the extent Voya requires use of such BNY Mellon IP in connection with its receipt of the Services, BNY Mellon hereby grants Voya during the Term a global, royalty-free (other than amounts embedded in the Fees), fully paid up, irrevocable, nonexclusive license for Voya to access, and use such BNY Mellon IP in connection with its receipt of the Designated Services. Except with respect to BNY Mellon’s competitors, such license extends to third parties providing services to Voya to the extent necessary for such services to be provided by such third parties; provided that such third parties are bound by confidentiality obligations and access and use restrictions at least as restrictive as those of Voya under the Agreement. (2) BNY Mellon may change, supplement, or modify the BNY Mellon IP that BNY Mellon uses to provide the Services, provided such change, supplement, or modification shall not adversely impact the Services, and, to the extent such change, supplement or modification results in a Change, such Change shall be processed in accordance with the Change Procedures. (3) With respect to the BNY Mellon IP that is embedded in Deliverables, BNY Mellon hereby grants Voya a global, royalty-free, fully paid up, perpetual, irrevocable, nonexclusive, sublicensable license for Voya to access, use, copy, and maintain such BNY Mellon IP solely as embedded in such Deliverables and solely in connection with Voya’s internal business operations, including Voya’s disclosure to Voya Agents, Governmental Authorities and current and prospective Voya Fund Investors and their advisors. (4) Voya acknowledges for itself and related users that certain information provided by BNY Mellon may be protected by copyrights, trademarks, service marks and/or other intellectual property rights, and as such, agrees that all such information provided is for the sole and exclusive use of Voya. Certain information provided by BNY Mellon is supplied to BNY Mellon pursuant to third party licensing agreements which restrict the use of such information and protect the proprietary rights of the appropriate licensor (“Licensor”) with respect to such information. Therefore, Voya, on behalf of itself and related users, further agrees not to disclose, disseminate, reproduce, redistribute or republish information provided by BNY Mellon in any way without the express written permission of BNY Mellon and the Licensor with respect to the Designated Services.