Customer Intellectual Property Rights. The Customer:
(a) warrants to ASI and repeats on each day of the term of this Agreement that it is entitled to lawfully provide ASI with all things provided to ASI by or on behalf of the Customer in relation to this Agreement and grant the licence in clause 11.3(b);
(b) grants to ASI a royalty-free, worldwide, non-exclusive, perpetual, transferable and irrevocable licence (including a right to sublicence) to use, publish, copy, modify and adapt all Intellectual Property Rights incorporated in things of the type contemplated in clause 11.3(a) for all purposes contemplated in this Agreement; and
(c) must indemnify ASI form and against all loss and damage suffered or incurred by ASI as a result of a breach of this clause 11.3 by the Customer.
Customer Intellectual Property Rights. For purposes of this Agreement, Customer and its licensors are the sole and exclusive owners of all right, title and interest to the Customer Data. Customer hereby grants to Service Provider a limited, worldwide, non-exclusive, non-transferable (except to Service Provider Affiliates, employees and contractors necessary for performance under this Agreement), royalty-free right to use, display, transmit, and distribute the Customer Data to provide the Services to Customer as provided for in this Agreement or exercise its rights under this Agreement.
Customer Intellectual Property Rights. 10.1 All Intellectual Property Rights in and to the Customer Data shall vest and remain vested in the Customer or its licensors (as applicable). To the extent that the Supplier acquires any Intellectual Property Rights in the Customer Data, the Supplier shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Customer or its licensor (as applicable).
10.2 The Customer hereby grants (and shall procure the grant of) a royalty- free, non-transferable (save to the extent set out in this clause 10), non- exclusive licence to the Supplier (together with a right for the Supplier to sub-licence the same to and any third party suppliers for use on the Supplier’s behalf) to use and modify the Customer Data to the extent necessary to perform the Services.
10.3 The Customer acknowledges that save as expressly set out in this Agreement, the Supplier has limited control over any Customer Data hosted as part of the provision of the Services and does not purport to monitor the content of the Customer Data. The Customer is solely responsible for the accuracy, quality and legality of the Customer Data and the means by which the Customer acquired the Customer Data.
10.4 Subject to the foregoing, the Supplier shall be entitled to use in any way it deems fit any skills, techniques or know-how acquired or developed or used in connection with the provision of the Services.
10.5 The Supplier shall back up Customer Data every night and store the previous day’s Customer Data on a rolling daily basis.
10.6 This clause 10.6 sets out the Customer’s sole and exclusive remedy for any loss of or corruption of the Customer Data.
10.7 The Customer shall, and shall procure that, the Customer Data does not:
10.7.1 breach applicable law;
10.7.2 infringe any third party Intellectual Property Rights;
10.7.3 contain any material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous; or
10.7.4 contain any Viruses or other harmful or intrusive programmes or other code; (together “Infringing Data”).
10.8 The Supplier shall notify the Customer immediately if it becomes aware of any allegation that any Customer Data may be Infringing Data and the Supplier shall have the right to remove the Customer Data from the Cloudfy Services without the need to consult the Customer.
10.9 The Cust...
Customer Intellectual Property Rights. Customer grants to Supplier a non-exclusive, royalty free, non- transferable and revocable license to use any of Customer’s Intellectual Property Rights as reasonably required for Supplier to provide the Service to Customer.
Customer Intellectual Property Rights. All rights, title and interest to the Customer Data, including intellectual property rights developed pursuant to a SOW relating to Customer Data, will be the exclusive property of Customer. Except as provided in this Agreement, rights to use Customer Data granted to XXXX.xxx do not convey or otherwise transfer to XXXX.xxx any rights or licenses (including implied licenses) in the Customer Data or any intellectual rights thereto. XXXX.xxx will use Customer Data only to the extent necessary to provide the Services, otherwise meet its obligations and enforce its rights under this Agreement, and only as permitted by applicable law and this Agreement. Customer acknowledges that XXXX.xxx uses data and information on use of the Services to provide, protect, maintain, support and improve the Services. Customer represents that it has all necessary rights to the Customer Data provided to XXXX.xxx in connection with the Services.
Customer Intellectual Property Rights. Except as expressly provided in this Agreement, and as reasonably necessary to provide the Services, nothing in this agreement grants us any intellectual property rights in and to the Customer Data. Customer expressly agrees to allow third parties designated by Xxxxx Server the same intellectual property rights as Xxxxx Server to the extent such is necessary to offer the Services.
Customer Intellectual Property Rights. 7.1 Subject to the terms of this Agreement, full and final payment and to Section 7.2 and 7.3 all materials created by MSC specifically for Customer in the course performing the Services and described in the Proposal as “Deliverables” to be owned by Customer shall become the property of Customer. MSC hereby assigns to Customer all Intellectual Property Rights in such Deliverables. Customer agrees to use the Deliverables solely for its internal needs and not for any other use, including but not limited to any sale of the Deliverables.
7.2 Customer acknowledges that MSC provides services to other customers and agrees that nothing in this Agreement shall be deemed or construed to prevent MSC from carrying on such business or developing for itself or others materials that are competitive with those produced as a result of the Services provided hereunder, irrespective of their similarity to the Deliverables. In particular, Customer agrees that, notwithstanding anything to the contrary set forth herein MSC shall have the right to retain a copy of each of the Deliverables for its records. MSC's Information and MSC's administrative communications records, files, working papers relating to the Services shall remain the sole and exclusive property of MSC.
7.3 Customer hereby grants to MSC a perpetual royalty free, irrevocable, worldwide, non-exclusive license to use and to allow others to use the Deliverables and to create and use derivative works derived from the Deliverables for itself and its customers, provided that in doing so MSC does not disclose Customer’s Confidential Information.
7.4 Any assignment of rights in the Deliverables pursuant to this Section 7 shall be deemed to occur on successful completion of the particular Proposal pursuant to which such Deliverables are produced, provided that Customer has complied with all material terms of this Agreement and such Proposal, including Customer's full and final payment for all Deliverables referred to in that Proposal.
7.5 Customer shall not reverse-engineer, decompile or disassemble any MSC Information incorporated into the Deliverables, except to the extent explicitly permitted by applicable law without possibility of contractual waiver. In this respect, MSC reserves itself the right to correct any eventual errors or bugs which the Client therefore hereby expressly forbids itself from attempting to correct or have corrected by a third party.
Customer Intellectual Property Rights. Customer owns and retains right, title, and interest to: (a) Customer Data; and (b) any Professional Services developed specifically and exclusively for Customer under a SOW. “Customer Data” means data in electronic form or information submitted by Customer, Customer’s Authorized Users, and/or by Customer’s customers/end users. Customer Data also includes any Customer-provided software, logos, or other Customer-owned materials inserted or added to the Subscription Services (e.g., headers, footers, sidebars, graphics).
Customer Intellectual Property Rights. 8.1.1. Customer will own all Intellectual Property Rights in and to Customer IP and each Party must do all things reasonably required to confirm that ownership.
Customer Intellectual Property Rights. 5.1 Subject to the terms of this Agreement, full and final payment and to Section 7.2 and 7.3 all materials created by MSC specifically for Customer in the course performing the Services and described in the Proposal as “Deliverables” to be owned by Customer shall become the property of Customer. MSC hereby assigns to Customer all Intellectual Property Rights in such Deliverables. Customer agrees to use the Deliverables solely for its internal needs and not for any other use, including but not limited to any sale of the Deliverables. 5.2 Customer acknowledges that MSC provides services to other customers and agrees that nothing in this Agreement shall be deemed or construed to prevent MSC from carrying on such business or developing for itself or others materials that are competitive with those produced as a result of the Services provided hereunder, irrespective of their similarity to the Deliverables. In particular, Customer agrees that, notwithstanding anything to the contrary set forth herein MSC shall have the right to retain a copy of each of the Deliverables for its records. MSC's Information and MSC's administrative communications records, files, working papers relating to the Services shall remain the sole and exclusive property of MSC.
