Common use of Content License from You Clause in Contracts

Content License from You. 6.1 You retain copyright and any other rights you already hold in Content which you provide to us or Our Affiliates or submit, post or display on or through the Services. By providing, submitting, posting or displaying such Content, however, you grant to us and Our Affiliates and any search engines or other third party with which we or Our Affiliates place Advertising, a non-­­exclusive, worldwide, royalty-­­free license to (i) use, reproduce, adapt, modify, translate, publish, publicly perform, publicly display, copy, manipulate (including making thumbnail and full-scale copies of Content) and distribute the Content in connection with providing you the Services; (ii) make such Content available to other companies, organizations or individuals with whom we have relationships in connection with providing you the Services; (iii) access, index, cache, and display the website(s) to which your Advertisements link, or any portion thereof by any means including web spiders and crawlers. 6.2 You understand that we, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit us to take these actions. 6.3 You confirm and warrant to us that you have all the rights, power and authority necessary to grant the above license. You represent, warrant and covenant that you have all necessary rights to provide the Content, and that all such Content (a) does not violate any law, statute, ordinance or regulation; (b) does not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) does not breach any duty toward or rights of any person or entity; and (d) will be free of viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information. You also agree that by using a keyword, title, description, link, listing or other element of the Services that may be suggested by us or Our Affiliates, you represent, warrant and covenant that such keyword, title, description, link, listing or other element of the Services is authorized by you, is in compliance with these Terms, and that neither VWGoA, Shift Digital or Our Affiliates will have any liability for your keywords or Advertisements, or for any changes that you make to keywords or your Advertisements based on suggestions made by us or Our Affiliates. 6.4 You further hereby authorize us and any publisher, and any such other third party service provider that produces, collects or receives data pertaining to your website, your advertising activity, or any of your other business activities, to transfer, provide or otherwise make available such data to us in connection with our providing the Services to you hereunder. 6.5 In the event the performance of the Services requires us or Our Affiliates to access your computer systems to collect data or perform the Services, you specifically request and authorize such access and will provide, and have all rights and authorizations required to provide, such access. You understand and agree that we and/or Our Affiliates may engage a data polling service to poll and transmit data from your DMS or other computer systems. You hereby grant to us and of Our Affiliates a royalty-free, non-exclusive, non-transferable, non- cancelable license to use sales and inventory data (to the extent available) obtained from your computer systems solely for the purposes of (i) performing the Services for you, (ii) our consumer, vehicle, and industry research and reference, (iii) evaluation of sales lead performance, (iv) combining with other data to create proprietary market price and incentive guides, and (v) the generation of market analysis data and related products; provided, the sales and inventory data shall not be used to disclose to any third party your name or the name of any consumer, and shall not be sold to any third party.

Content License from You. 6.1 10.1 Some areas of the Services may allow Users to post news, feedback, comments, Questions, data, documents, pictures and other information (“User Content”). You retain copyright are solely responsible for your User Content that you upload, publish, display, link to or otherwise make available (hereinafter, “Post”) on the Website/App and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. SwasthEDU will not review, distribute, or reference any other rights you already hold such User Content except as provided herein or in our Privacy Policy or as may be required by law. 10.2 By Posting any User Content which you provide to us or Our Affiliates or submit, post or display on or through the Services. By providing, submitting, posting or displaying such Content, howeverWebsite/App, you grant expressly grant, and you represent and warrant that you have a right to us and Our Affiliates and any search engines or other third party with which we or Our Affiliates place Advertisinggrant, to SwasthEDU a non-­­exclusiveroyalty-free, worldwidesub-licensable, royalty-­­free transferable, perpetual, irrevocable, non-exclusive, worldwide license to (i) use, reproduce, adaptmodify, modifypublish, list information regarding, edit, translate, publishdistribute, publicly perform, publicly display, copyand make derivative works of all such User Content and your name, manipulate (including making thumbnail voice, and/or likeness as contained in your User Content, in whole or in part, and full-scale copies of Content) and distribute the Content in any form, media or technology, whether now known or hereafter developed, for use in connection with providing you the Service. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Services; (ii) make such Content available to other companies, organizations or individuals with whom we have relationships in connection with providing you the Services; (iii) access, index, cache, and to use, reproduce, distribute, display and perform such User Content as permitted through the website(s) to which your Advertisements link, or any portion thereof by any means including web spiders functionality of the Website/App and crawlersunder this Agreement. 6.2 10.3 You understand that weXxxxxxXXX, in performing the required technical steps to provide the Services to our users, may may: (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit us SwasthEDU to take these actions. 6.3 10.4 You are solely responsible for your contributions to any online forum SwasthEDU may offer through or as part of the Services (“Community Participation”), such as and without limitation, responses to blog postings, bulletin board postings, and other contributions to online discussions. By submitting to Community Participation you: (a) represent to SwasthEDU in each instance, that you either own or have the right to display or transmit each and every element of your Community Participation, and that your submission will not violate the legal rights or interests of any person or entity; and (b) grant to SwasthEDU a perpetual, irrevocable, royalty free license to use your Community Participation, in each instance, as a whole or in any part, for any business purpose, including without limitation, promotional, marketing and training purposes. 10.5 You confirm and warrant to us SwasthEDU that you have all the rights, power and authority necessary to grant the above license. You represent, warrant and covenant that you have all necessary rights to provide the Content, and that all such Content (a) does not violate any law, statute, ordinance or regulation; (b) does not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) does not breach any duty toward or rights of any person or entity; and (d) will be free of viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information. You also agree that by using a keyword, title, description, link, listing or other element of the Services that may be suggested by us or Our Affiliates, you represent, warrant and covenant that such keyword, title, description, link, listing or other element of the Services is authorized by you, is in compliance with these Terms, and that neither VWGoA, Shift Digital or Our Affiliates will have any liability for your keywords or Advertisements, or for any changes that you make to keywords or your Advertisements based on suggestions made by us or Our Affiliates. 6.4 You further hereby authorize us and any publisher, and any such other third party service provider that produces, collects or receives data pertaining to your website, your advertising activity, or any of your other business activities, to transfer, provide or otherwise make available such data to us in connection with our providing the Services to you hereunder. 6.5 In the event the performance of the Services requires us or Our Affiliates to access your computer systems to collect data or perform the Services, you specifically request and authorize such access and will provide, and have all rights and authorizations required to provide, such access. You understand and agree that we and/or Our Affiliates may engage a data polling service to poll and transmit data from your DMS or other computer systems. You hereby grant to us and of Our Affiliates a royalty-free, non-exclusive, non-transferable, non- cancelable license to use sales and inventory data (to the extent available) obtained from your computer systems solely for the purposes of (i) performing the Services for you, (ii) our consumer, vehicle, and industry research and reference, (iii) evaluation of sales lead performance, (iv) combining with other data to create proprietary market price and incentive guides, and (v) the generation of market analysis data and related products; provided, the sales and inventory data shall not be used to disclose to any third party your name or the name of any consumer, and shall not be sold to any third party.

Content License from You. 6.1 As between You retain copyright and any other TFM, You may possess certain intellectual property rights you already hold in Content which you provide to us or Our Affiliates or content that You may submit, display and/or post or display on or through via the Services. By providing, submittingwhich is considered "User Generated Content." Your use of the Services and Your submission and/or posting of User Generated Content grants TFM, posting or displaying such Contentand its affiliates, howeveran express, you grant to us and Our Affiliates and any search engines or other third party with which we or Our Affiliates place Advertisingperpetual, a non-­­exclusiveirrevocable, royalty-free, worldwide, royalty-­­free and non-exclusive license to (i) useaccess, store, reproduce, adapt, modify, format, delete, translate, transmit, use, disclose, sublicense, manipulate, prepare derivative works, publish, publicly perform, publicly display, copydistribute and communicate any and all User Generated Content, manipulate (including making thumbnail and full-scale copies without any obligation, notification or compensation to You. This license is granted to TFM with respect to the use of Content) and distribute the such User Generated Content in connection with providing you the Services and any subsequent version or modification thereof. 6.2 Your use of the Services and Your submission and/or posting of User Generated Content confirms Your representation and warranty that You posses all necessary legal rights, power and authority to grant to TFM the foregoing license granted to TFM and its affiliates and You further represent, warrant and agree that none of the User Generated Content will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain false, intentionally misleading, libelous, defamatory or otherwise unlawful statements. 6.3 TFM is under no obligation to review any User Generated Content submitted, posted or otherwise displayed through the Services and assumes no responsibility or liability relating to any such User Generated Content. You may not imply that any User Generated Content is any way sponsored or endorsed by TFM. TFM reserves the right, but not the obligation, to refuse to post or remove any User Generated Content (or any portion thereof) at our sole and absolute discretion. 6.4 Certain TFM Mobile Applications and Services possess voice recognition capabilities and, in conjunction with Your Mobile Device and other Third Party Applications, enable the creation and utilization of voice commands, content and feedback. Any audible input, commands, content and feedback shall be deemed User Generated Content, and, subject to the terms of our Privacy Policy, You hereby agree, acknowledge, and consent to TFM's right to record any audible responses and utterances made by You in connection with Your use of the Mobile Application and Services and to use those audible responses and utterances for the following purposes: (i) identifying common speech patterns, word choices and manners of speech that effect the Mobile Application Services; (ii) make such Content available mapping audible responses and utterances to other companies, organizations or individuals with whom we have relationships in connection with providing you the Servicesa business listing database; and (iii) accessperforming tests and taking other actions to improve the quality, index, cache, usability and display the website(s) to which your Advertisements link, or any portion thereof by any means including web spiders and crawlers. 6.2 You understand that we, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit us to take these actions. 6.3 You confirm and warrant to us that you have all the rights, power and authority necessary to grant the above license. You represent, warrant and covenant that you have all necessary rights to provide the Content, and that all such Content (a) does not violate any law, statute, ordinance or regulation; (b) does not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) does not breach any duty toward or rights of any person or entity; and (d) will be free of viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information. You also agree that by using a keyword, title, description, link, listing or other element effectiveness of the Services that may be suggested by us or Our Affiliates, you represent, warrant and covenant that such keyword, title, description, link, listing or other element of the Services is authorized by you, is in compliance with these Terms, to develop marketing strategies and that neither VWGoA, Shift Digital or Our Affiliates will have any liability intelligence for your keywords or Advertisements, or for any changes that you make to keywords or your Advertisements based on suggestions made by us or Our Affiliatesvarious products and services. 6.4 You further hereby authorize us and any publisher, and any such other third party service provider that produces, collects or receives data pertaining to your website, your advertising activity, or any of your other business activities, to transfer, provide or otherwise make available such data to us in connection with our providing the Services to you hereunder. 6.5 In the event the performance of the Services requires us or Our Affiliates to access your computer systems to collect data or perform the Services, you specifically request and authorize such access and will provide, and have all rights and authorizations required to provide, such access. You understand and agree that we and/or Our Affiliates may engage a data polling service to poll and transmit data from your DMS or other computer systems. You hereby grant to us and of Our Affiliates a royalty-free, non-exclusive, non-transferable, non- cancelable license to use sales and inventory data (to the extent available) obtained from your computer systems solely for the purposes of (i) performing the Services for you, (ii) our consumer, vehicle, and industry research and reference, (iii) evaluation of sales lead performance, (iv) combining with other data to create proprietary market price and incentive guides, and (v) the generation of market analysis data and related products; provided, the sales and inventory data shall not be used to disclose to any third party your name or the name of any consumer, and shall not be sold to any third party.

Content License from You. 6.1 Some areas of the Service may allow Users to post news, feedback, comments, questions, data, documents, pictures and other information ("User Content"). You retain copyright are solely responsible for your User Content that you upload, publish, display, link to or otherwise make available (hereinafter, "post") on the Service, and you agree that we are only acting as a conduit for your distribution and publication of your User Content. AIRSTEMLABS will not review, distribute, or reference any other rights you already hold such User Content except as provided herein or in Content which you provide to us our Privacy Policy or Our Affiliates or submit, post or display on or through the Servicesas may be required by law. By providing, submitting, posting or displaying such Content, howeverany User Content on the Service, you grant expressly grant, and you represent and warrant that you have a right to us and Our Affiliates and any search engines or other third party with which we or Our Affiliates place Advertisinggrant, to AIRSTEMLABS a non-­­exclusiveroyalty-free, worldwidesub- licensable, royalty-­­free transferable, perpetual, irrevocable, non-exclusive, worldwide license to (i) use, reproduce, adaptmodify, modifypublish, list information regarding, edit, translate, publishdistribute, syndicate, publicly perform, publicly display, copyand make derivative works of all such User Content and your name, manipulate (including making thumbnail voice, and/or likeness as contained in your User Content, in whole or in part, and full-scale copies of Content) and distribute the Content any form, media or technology, whether now known or hereafter developed, for use in connection with providing you the Services; (ii) make Service. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service and to use, reproduce, distribute, display and perform such User Content available to other companies, organizations or individuals with whom we have relationships in connection with providing you as permitted through the Services; (iii) access, index, cache, functionality of the Service and display the website(s) to which your Advertisements link, or any portion thereof by any means including web spiders and crawlers. 6.2 under this Agreement. You understand that weAIRSTEMLABS, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit us AIRSTEMLABS to take these actions.. You are solely responsible for your contributions to any online forum AIRSTEMLABS may offer through or as part of the Services ("Community Participation"), such as without limitation, responses to blog postings, bulletin board postings, and other contributions to online discussions. By submitting to Community Participation you: 6.3 (a) represent to AIRSTEMLABS, in each instance, that you either own or have the right to display or transmit every element of your Community Participation, and that your submission will not violate the legal rights or interests of any person or entity; and (b) grant to AIRSTEMLABS a perpetual, irrevocable, royalty-free license to use your Community Participation, in each instance, as a whole or in any part, for any business purpose, including without limitation, promotional, marketing and training purposes. You confirm and warrant to us AIRSTEMLABS that you have all the rights, power and authority necessary to grant the above license. You represent, warrant and covenant that you have all necessary rights to provide the Content, and that all such Content (a) does not violate any law, statute, ordinance or regulation; (b) does not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) does not breach any duty toward or rights of any person or entity; and (d) will be free of viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information. You also agree that by using a keyword, title, description, link, listing or other element of the Services that may be suggested by us or Our Affiliates, you represent, warrant and covenant that such keyword, title, description, link, listing or other element of the Services is authorized by you, is in compliance with these Terms, and that neither VWGoA, Shift Digital or Our Affiliates will have any liability for your keywords or Advertisements, or for any changes that you make to keywords or your Advertisements based on suggestions made by us or Our Affiliates. 6.4 You further hereby authorize us and any publisher, and any such other third party service provider that produces, collects or receives data pertaining to your website, your advertising activity, or any of your other business activities, to transfer, provide or otherwise make available such data to us in connection with our providing the Services to you hereunder. 6.5 In the event the performance of the Services requires us or Our Affiliates to access your computer systems to collect data or perform the Services, you specifically request and authorize such access and will provide, and have all rights and authorizations required to provide, such access. You understand and agree that we and/or Our Affiliates may engage a data polling service to poll and transmit data from your DMS or other computer systems. You hereby grant to us and of Our Affiliates a royalty-free, non-exclusive, non-transferable, non- cancelable license to use sales and inventory data (to the extent available) obtained from your computer systems solely for the purposes of (i) performing the Services for you, (ii) our consumer, vehicle, and industry research and reference, (iii) evaluation of sales lead performance, (iv) combining with other data to create proprietary market price and incentive guides, and (v) the generation of market analysis data and related products; provided, the sales and inventory data shall not be used to disclose to any third party your name or the name of any consumer, and shall not be sold to any third party.