By Yahoo. Licensor acknowledges and agrees that: (i) as between Licensor on the one hand, and Yahoo and its Affiliates on the other, Yahoo or the Affiliates own all right, title and interest in any Yahoo Property and the Yahoo Brand Features; (ii) nothing in this Agreement shall confer in Licensor any license or right of ownership in the Yahoo Brand Features; and (iii) Licensor shall not now or in the future contest the validity of the Yahoo Brand Features. No licenses are hereby granted by Yahoo. Yahoo or its Affiliates shall own all derivative works created by Yahoo from the Licensor Content, including the Content Pages, pursuant to this Agreement, to the extent such is separable from the Licensor Content.
By Yahoo. Yahoo, at its own expense, will indemnify, defend and hold harmless ARTISTdirect and its employees, representatives, agents and affiliates against any claim, demand, action or other proceeding brought by any third party against ARTISTdirect to the extent that such claim, demand, action or other proceeding is based on, or arises out of, a claim that any Yahoo Brand Feature
(a) infringes in any manner any copyright, patent, trademark, trade secret or any other intellectual property right of any third party;
(b) is or contains any material or information that is obscene, defamatory, libelous, slanderous, or that violates any law or regulation;
(c) violates any rights of any person or entity, including but not limited to rights of publicity, privacy or personality;
(d) has resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any third party; or
(e) is subject to any fees, royalties, licenses or any other payments to any third party; provided, however, that in any such case: (1) ARTISTdirect provides Yahoo with prompt written notice of any such claim; (2) ARTISTdirect permits Yahoo to assume and control the defense of such action or proceeding upon Yahoo's written notice to ARTISTdirect of its intention to indemnify; and (3) upon Yahoo's written request, and at no expense to ARTISTdirect, ARTISTdirect will provide Yahoo with all available information and assistance reasonably necessary for Yahoo to defend such claim. Yahoo will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to ARTISTdirect, without ARTISTdirect's prior written consent, which will not be unreasonably withheld. Yahoo will pay any and all costs, damages and expenses, including but not limited to reasonable attorneys' fees and costs awarded against or otherwise incurred by ARTISTdirect in connection with or arising from any such claim, demand, action or other proceeding.
By Yahoo. InsWeb acknowledges and agrees that: (i) as between InsWeb on the one hand, and Yahoo and its Affiliates on the other, Yahoo or the Affiliates own all right, title and interest in Yahoo's Insurance Information Center and any other Yahoo Property and the Yahoo Brand Features; (ii) nothing in this Agreement shall confer in InsWeb any license or right of ownership in the Yahoo Brand Features; and (iii) InsWeb shall not now or in the future contest the validity of the Yahoo Brand Features.
By Yahoo. Yahoo! represents and warrants that it (i) has full power and authority under all relevant laws and regulations to offer the Service and (ii) will not engage in any activities that are in any way connected with the transmission of the unsolicited distribution of email or with any unethical marketing practices. * Material has been omitted pursuant to a request for confidential treatment.
By Yahoo. Yahoo! agrees to indemnify and hold harmless Merchant and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents from any claim or demand, including reasonable attorneys’ fees, made by any third party to the extent that such claim or demand is based on, or arises out of, any infringement of the United States copyright, trademark or trade secret that results from Yahoo!’s use of Yahoo! trademarks, service marks, logos or other distinctive Yahoo! brand features; provided, however, that in any such case: (i) Merchant provides Yahoo! with prompt notice of any such claim; (ii) Merchant permits Yahoo! to assume and control the defense of such action, with counsel chosen by Yahoo! (who will be reasonably acceptable to Merchant); and (iii) Yahoo! does not enter into any settlement or compromise of any such claim without Merchant’s prior written consent, which consent will not be unreasonably withheld.
By Yahoo. E-Loan acknowledges and agrees that: (i) as between E-Loan on the one hand, and Yahoo and its Affiliates on the other, and subject to E-Loan's right in the E-Loan Content and the E-Loan Brand Features, Yahoo or the Affiliates own all right, title and interest in the Yahoo Loan Center, the Co-Branded Pages and any other Yahoo Property and the Yahoo Brand Features; (ii) nothing in this Agreement shall confer in E-Loan any license or right of ownership in the Yahoo Brand Features; and (iii) E-Loan shall not now or in the future contest the validity of the Yahoo Brand Features.
By Yahoo. During the Term, Yahoo hereby grants to DoveBid a -------- non-exclusive, worldwide, fully paid license to use, reproduce and display the Yahoo Brand Features as described in Section 5.5 above; provided, in all cases, that such use is in accordance with Yahoo's then-current standard trademark usage guidelines set forth in Exhibit K. DoveBid shall not modify the Yahoo Brand Features without Yahoo's prior written approval. DoveBid hereby assigns to Yahoo all right, title and interest in the Yahoo Brand Features, together with the goodwill attaching thereto, that may inure to it in connection with this Agreement or from its use of the Yahoo Brand Features hereunder.
By Yahoo. Yahoo, at its own expense, will indemnify and hold harmless Global Sports and its employees, representatives, agents and affiliates, against any claim, suit, action, or other proceeding brought by a third party against Global Sports or a Global Sports Retailer (and any resulting liability or damages incurred by or awarded against Global Sports or a Global Sports Retailer) based on or arising from a claim that any Yahoo Brand Feature (a) infringes in any manner any copyright, patent, trademark, trade secret or any other intellectual property right of any third party, (b) is or contains any material or information that is obscene, defamatory, libelous, slanderous, or that violates any law or regulation, (c) is subject to any fees, royalties, licenses or any other payments to any parties, (d) violates any rights of any person or entity, including, without limitation, rights of publicity, privacy or personality, (e) breaches any obligation of Yahoo under this Agreement, or (f) has resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any third party; provided, however, that in any such case: (x) Global Sports provides Yahoo with prompt notice of any such claim; (y) Global Sports permits Yahoo to assume and control the defense of such action upon Yahoo's written notice to Global Sports of its intention to indemnify; and (z) upon Yahoo's written request, and at no expense to Global Sports, Global Sports will provide to Yahoo all available information and assistance necessary for Yahoo to defend such claim. Yahoo will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to Global Sports, without Global Sports' prior written consent. Yahoo will pay any and all costs and expenses, including, but not limited to, reasonable attorneys' fees, incurred by Global Sports in connection with or arising from any such claim, suit, action or proceeding if Yahoo elects not to assume and control the defense of such claim, suit or proceeding at its own expense; if Yahoo does assume and control the defense of such claim, suit or proceeding at its own expense, Global Sports will have the right to participate in such defense at its own expense and with counsel of its own choice, subject to Yahoo's control of such defense.
By Yahoo. Yahoo! may terminate the license granted by Yahoo! to Alibaba pursuant to Section 2.1 with respect to any particular Yahoo! Trademark (other than a Yahoo! Trademark that (i) contains the word “Yahoo” (or equivalent phonetic rendering of “Yahoo” in Chinese characters) in English or Chinese, (ii) consists of Y! or Y! (Stylized) in English or Chinese or (iii) consists of Y! and Design in English or Chinese), if Alibaba permanently ceases to use such Yahoo! Trademark in commerce. To determine whether such a Yahoo! Trademark is in use in commerce by Alibaba, Yahoo! will provide written notice to Alibaba requesting that Alibaba confirm whether Alibaba is then currently using such Yahoo! Trademark in commerce or intends to use such Yahoo! Trademark in commerce and, if so, describe such use in writing to Yahoo!. If Alibaba either (A) confirms non-use and non-intent to use of such Yahoo! Trademark in commerce or (B) fails to respond to Yahoo!’s inquiry within thirty (30) days following Alibaba’s receipt of such written notice, then Yahoo! may, upon written notice to Alibaba, terminate the license granted by Yahoo! pursuant to Section 2.1 with respect to such Yahoo! Trademark.
By Yahoo. Headxxxxxx.xxx xxxnowledges and agrees that: (a) as between Headxxxxxx.xxx xx the one hand, and Yahoo and its Affiliates on the other, Yahoo or the Affiliates own all right, title and interest in any Yahoo Property and the Yahoo Service Pages (except for any Headxxxxxx.xxx Xxxtent or Headxxxxxx.xxx Xxxnd Features appearing thereon), Yahoo Resumes, Online Career Fair Jump Page (excluding any Headxxxxxx.xxx Xxxtent included on the Online Career Fair Jump Page), the Yahoo Brand Features, and the Yahoo User Data; and (b) nothing in this Agreement shall confer in Headxxxxxx.xxx xxx [*****] CONFIDENTIAL PORTIONS OF THIS PAGE HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION.
