INTELLECTUAL PROPERTY RIGHTS AND DATA. Subject to the provisions set forth herein, the sale by DEIF of a product implies the non-exclusive and non-transferable license to customer under any of DEIF’s intellectual property rights (“DEIF IPR”)
(1) to use and resell products as sold by DEIF to customer, as well as
(2) to use and resell systems of products manufactured by or on behalf of customer that include one or more of such DEIF products. To the extent that software and/or documentation is embedded or made available by DEIF for downloading into a product, the sale of such product shall not constitute the transfer of ownership rights or title to such software and/or documentation to customer, but,
INTELLECTUAL PROPERTY RIGHTS AND DATA. 5.1. The ownership of any material and information provided by either Party to the other for the purposes of this Agreement, as well as the intellectual property rights therein, shall not be changed as a result of the cooperation hereunder, unless the parties concerned have separately signed an explicit agreement regarding the transfer of such intellectual property rights.
5.2. Unless otherwise expressly provided in this agreement, or the parties concerned have separately signed a specific intellectual property license agreement, neither Party may without the prior written consent of the other, use or copy such other Party’s patent, trademark, name, logo, business information, technical and other data, domain names, copyright or other intellectual property rights, or apply for registration of intellectual property rights similar to those mentioned above.
5.3. The ownership of intellectual property rights derived in the course of business cooperation between the Parties hereto shall be specifically and separately agreed upon by the Parties.
5.4. Each Party shall indemnify the other Party for any losses incurred if such Party infringes the intellectual property rights or other lawful rights of the other Party during the cooperation hereunder, or the products, services, and materials provided by such Party infringe the intellectual property rights or other lawful rights of any third party.
INTELLECTUAL PROPERTY RIGHTS AND DATA. DEIF is liable for personal injury only if such injury is attributable to products supplied by DEIF, and only if such injury is attributable to DEIF’s negligence or negligence of persons for whom DEIF is liable. DEIF is only liable for damage to property in accordance with the provisions contained in the US legislation and case law governing product liability and with regard to international transactions only in accordance with the first sentence. DEIF is not liable for damage or injury caused by products made by the customer or by products which include components made by the customer or in which products made by the customer have been incorporated, when such damage is attributable to the customer’s products. If a third party, for example the customer’s customer, seeks to hold DEIF liable for damage or injury, the customer is obliged to indemnify DEIF in connection with any costs incurred by DEIF as a result thereof, including any compensation payable, attorney’s fees and costs, etc. The customer is, furthermore, in support of DEIF, obliged to enter into any court proceedings or arbitration case instituted against DEIF by the third party. Subject to the provisions set forth herein, the sale by DEIF of a product implies 12. INDIRECT LOSSES the non-exclusive and non-transferable license to customer under any of DEIF’s intellectual property rights (“DEIF IPR”)
(1) to use and resell products as sold by DEIF to customer, as well as
(2) to use and resell systems of products manufactured by or on behalf of customer that include one or more of such DEIF products. DEIF is in no event liable for the customer’s operating loss, loss of earnings, installation costs, loss of profits, loss of or damage to data, or any other indirect loss, including any loss resulting from the customer’s legal relationship with any third party. To the extent that software and/or documentation is embedded or made available 13. REMEDYING DEFECTS AND NON-COMPLIANCE by DEIF for downloading into a product, the sale of such product shall not constitute the transfer of ownership rights or title to such software and/or documentation to customer, but, subject to the provisions set forth herein, shall If a product is defective or in any other way non-compliant, cf. above, DEIF is entitled, at its own discretion, to remedy such defect or non-compliance by ef- fecting repairs, a replacement delivery, or by refunding the purchase sum paid. only imply a non-exclusive license to customer under DEIF IPR...
INTELLECTUAL PROPERTY RIGHTS AND DATA. (a) Section 3.15(a) of the Company Disclosure Letter sets forth a true and accurate list as of the date of this Agreement of all Registered IP, including: (i) with respect to Patents, the jurisdiction of filing, owner, filing number, date of issue or filing, expiration date, and title and also identifying each Patent that is material to the operation of the business of the Group Companies as currently conducted and as currently proposed to be conducted (including the offering of any Company Products); (ii) with respect to Trademarks, the jurisdiction of filing, owner, registration or application number and date of issue or with respect to domain names, the owner, domain name administrator, date of registration, and date of renewal; and (iii) with respect to registered copyrights or copyright applications, the country of filing, owner, filing number, date of issue and expiration date, and description of the covered work. Each Group Company has made all required filings and registrations (and corresponding payments of fees therefor) to Governmental Authorities in connection with all registrations and applications for the Registered IP material to the operation of business of the Group Companies. No interference, opposition, cancellation, reissue, reexamination or other proceeding (other than ex parte proceedings in the ordinary course of Intellectual Property prosecution) is or in the three (3) years prior to the date hereof has been pending or, to the Knowledge of the Company, threatened in writing, in which the scope, validity or enforceability of any Owned IP is being, or in the three (3) years prior to the date hereof has been, challenged. Each item of Registered IP is subsisting, valid and enforceable.
(b) The Group Companies own, or have a valid right to use all Intellectual Property and Business Data used in or necessary for the conduct of the business of the Group Companies including the offering of any Company Products, as currently conducted and, to the Knowledge of the Company, as currently proposed to be conducted within the twelve (12) months after the date hereof (subject to obtainment of any necessary standard non-exclusive licenses in the ordinary course), free and clear of any Encumbrances other than Permitted Encumbrances. Except as otherwise provided under Section 3.6, all material Company IP and material Business Data will be available immediately after Closing for use and enjoyment by the Group Companies on terms substantially similar to...
INTELLECTUAL PROPERTY RIGHTS AND DATA. (a) The software, workflow processes, user interface, designs, know-how, and other technologies provided by Tutela as part of the Services, and all copyrights, trade secrets and patents are the proprietary property of Tutela and its licensors, and all right, title and interest in and to such items, including all associated Intellectual Property Rights, remain only with Tutela. Tutela reserves all rights not expressly granted in this Agreement.
(b) As between you and Tutela, all data supplied by you in connection with login and use of Services (the “Your Data”) remains your sole property. You xxxxx Xxxxxx the right to use, store and modify the Your Data solely in connection with providing you with the Services.
(c) All data incorporated into the Services (“Tutela Data”) is and will remain the sole property of Tutela. Nothing herein will be interpreted as placing any restrictions on Tutela’s use of Tutela Data. No change made to the Tutela Data, however extensive, will affect or negate the right, title and interest of Tutela to the Tutela Data; and Tutela reserves all Intellectual Property Rights not expressly granted under this Agreement. If any ownership rights in the Tutela Data or any modifications to the Tutela Data vest in you, you hereby assign, and will take all actions required to assign, all such ownership rights to Tutela. Even if elements of the Tutela Data are not protected by Intellectual Property Rights, you will act in accordance with the ownership rights set out in this Section with respect to the Tutela Data. Tutela may terminate this Agreement without advance notice to you or an opportunity for you to cure and without further obligation or liability, if you contest any of Tutela’s right, title, or interest in or to the Tutela Data, including in a judicial or other proceeding anywhere.
(d) The trade-marks, logos and company names of Tutela or any of its affiliates and licensors used as part of the Services may not be copied, imitated or used, in whole or in part, without the prior written consent of Tutela or any such affiliate or licensor. Other products, logos and company names mentioned as part of the Services, may be the trade-marks of their respective owners.
(e) You agree not to alter, remove, deface or destroy any copyright, trade-mark or proprietary markings or confidential legends placed upon or contained in the Products or in or on any related material.
INTELLECTUAL PROPERTY RIGHTS AND DATA. 10.1 Owner Health claims no intellectual property rights over the data or other Content you provide to us.
10.2 You acknowledge that Owner Health owns all right, title and interest in and to the Website and the Intellectual Property and no right, title or interest in any of the Intellectual Property is transferred or granted to you, except so far as expressly stated in these Terms and Conditions.
10.3 You consent to Owner Health transferring your data to third party IT providers, including our Website host and back-up service provider, which may be outside of Australia.
10.4 Subject to your compliance with these Terms and Conditions, we grant you a limited, revocable, non-exclusive, non-transferable license to download and install a copy of any application we develop that is connected to the Website, on each mobile device or computer that you own or control and us such application solely for your own personal use.
10.5 You agree that:
(a) you will not copy, reproduce, alter, modify, create derivative works, or publicly display our Intellectual Property except with our prior written permission or the appropriate third party authorised to grant such permission and when doing so you must adequately acknowledge us and, in the case of websites, include a link from your website to our Website;
(b) if you add any information to the Website of any nature whatsoever that Information is personally attributable to you and you warrant that you have the right to distribute that information and it does not infringe the rights of any third party;
(c) you acknowledge that when you provide us with information, we may receive additional related data, such as the time, date and place you provided the Information;
(d) Owner Health is not liable or responsible for any Loss that you may experience in submitting information to Owner Health or for Owner Health's use of your information.
10.6 Owner Health may in its sole and absolute discretion refuse or remove any information from the Website.
INTELLECTUAL PROPERTY RIGHTS AND DATA. 15.1 The services will result in the generation of data that includes Bupa Data and WellteQ Data.
INTELLECTUAL PROPERTY RIGHTS AND DATA. 3.1 You acknowledge that all intellectual property rights in the Software and the Documents anywhere in the world belong to us or our third party licensors, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documents or Media other than the right to use them in accordance with the terms of this Licence.
3.2 You acknowledge that you have no right to have access to the Software in source code form.
3.3 You acknowledge that you have sole responsibility for protecting your data during use of the Software.
3.4 You agree that we may as part of our product compliance and improvement program collect and use technical and other information and data in relation to the performance and use of the Software, Documentation and Media, and limited data relating to your end users accessing any Hosted Features, which we may store and use to operate, provide, improve and develop our products and services and to prevent or investigate non-compliant or inappropriate use of our products and services. We may also store any data you provide to us as part of your use of any Hosted Features for the purposes of providing that functionality to you. Where such data and information contains data which identifies any individual use of that data shall be in accordance with our privacy policy at xxx.xxxxxxxxx.xxx/xxxxxxx, as updated or amended from time to time.
INTELLECTUAL PROPERTY RIGHTS AND DATA. 3.1 You acknowledge that all intellectual property rights in the Software and the Documents anywhere in the world belong to us or our third party licensors, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documents or Media other than the right to use them in accordance with the terms of this Licence.
3.2 You acknowledge that you have no right to have access to the Software in source code form.
3.3 You acknowledge that you have sole responsibility for protecting your data during use of the Software.
3.4 You agree that we may as part of our product compliance and improvement program collect and use technical and other information and data in relation to the performance and use of the Software, Documentation and Media, which we may store and use to operate, provide, improve and develop our products and services and to prevent or investigate non-compliant or inappropriate use of our products and services. Where such data and information contains data which identifies any individual use of that data shall be in accordance with our privacy policy at xxx.xxxxxxxxx.xxx/xxxxxxx (or any successor or supplemental web pages of the Hexagon Group), as updated or amended from time to time.
INTELLECTUAL PROPERTY RIGHTS AND DATA. 8.1 The ownership of any data and information provided by either Party to the other Party for the purpose hereof, as well as any intellectual property right attached thereto, shall remain unchanged with the cooperation contemplated hereby, unless a specific intellectual property right transfer agreement therefor has been separately entered into by the relevant parties.
8.2 Except as otherwise specified herein or the parties concerned have executed a specific intellectual property right authorization or license agreement, without the prior written consent of the right holder, neither Party shall use or copy the other Party’s patent, trademark, name, logo, business information, technology and other data, domain name, copyright or other intellectual property right, or apply for registration of any intellectual property right similar to the foregoing.
8.3 The ownership of such data as generated by each Party’s platforms shall remain with the Party. Nevertheless, for the sake of facilitating cooperation, a Party may authorize the other Party to use its own data to the extent permissible by law through negotiation by the Parties.
8.4 Where either Party infringes upon the intellectual property rights or other legitimate rights of the other Party in the cooperation contemplated hereby, or the goods, services and materials, among others, provided by such Party infringe upon the intellectual property rights or other legitimate rights of any third party, the Party shall bear the corresponding legal liabilities on its own, and shall, to the extent any loss is caused to the other Party, indemnify the other Party for all such losses caused thereby.
