Intellectual Property Rights and Restrictions. This Article addresses the parties’ respective rights in Software and Materials. Grant by D&B to Acxiom of a license to Use or of rights of Use pursuant to this Article 8 shall, subject to the other provisions of this Agreement, be deemed to include grant of such license or rights to Acxiom’s Approved Subcontractors. Additionally, specific Software and products that Acxiom shall license to D&B and specific Deliverables to be provided by Acxiom to D&B may be set forth in SOWs hereunder. Software made available to Acxiom by D&B is made available on an “AS IS” basis, with no warranties whatsoever.
Intellectual Property Rights and Restrictions. Immediately upon the Closing, Purchaser shall cause the Business and each Conveyed Company (each, a “Purchased Division”) to change its name to a name that does not include “TE”, “TE Connectivity”, any of Seller’s Marks or any derivatives thereof or anything confusingly similar thereto and Purchaser, each Affiliate thereof, the Purchased Division(s) and their respective directors, officers, successors, assigns, agents or representatives shall not register or attempt to register, and shall not directly or indirectly use, in any fashion, including in signage, corporate letterhead, business cards, internet websites, marketing material and the like, or seek to register, in connection with any products or services anywhere in the world in any medium, any name, xxxx or symbol that includes, is identical to or is confusingly similar to, any of the trademarks, service marks, domain names, trade names or other indicia of origin set forth on Schedule 5.9 of the Seller Disclosure Letter or any other indicia of origin characterized as an Excluded Asset under this Agreement (collectively, “Seller’s Marks”), nor shall any of them challenge or assist any Person in opposing the rights of Seller or any Affiliate of Seller anywhere in the world in any such Intellectual Property. For the avoidance of doubt, in no event shall any of the Transferred Intellectual Property be deemed to constitute Intellectual Property that includes, is identical to or is confusingly similar to, any of Seller’s Marks. Purchaser acknowledges and agrees that, except as provided in this Section 5.9, no right or grant is provided for herein for Purchaser or any Purchased Division to (i) use any of Seller’s Marks alone or in combination with any other xxxx, name or term or (ii) grant sublicenses to any of Seller’s Marks for any purpose whatsoever. Subject to the restrictions set forth herein, Seller hereby grants to Purchaser effective as of the Closing Date a personal, worldwide, nonexclusive, royalty-free and fully-paid license for four (4) months after the Closing Date, to use tools, dies and molds acquired by Purchaser hereunder which carry one or more of Seller’s Marks to be cast, struck or molded into Inventory (the “Post Closing Inventory”). Purchaser shall in any event phase out such use of such tools, dies and molds as soon as is reasonably practicable and, in particular, shall if practicable remove the cast for such marks from each such tool, die or mold on the first occasion after the Closi...
Intellectual Property Rights and Restrictions. As between the parties, Customer retains all ownership and intellectual property rights in and to the content that Customer enters in MyLiNX (“Customer Content”). Customer hereby grants Company the right to host, use, process, display and transmit Customer Content for use with the Online Services and as otherwise provided in this Agreement. Company and its licensors retain all ownership and intellectual property rights in and to: MyLiNX, the Online Services, the Service Analyses (as defined below), and all Product data and any other content made available to Customer by Company through MyLiNX or the Online Services; any derivative works thereof; and anything developed or delivered by or on behalf of Company under this Agreement (“Company Content”). Company may solicit, or Customer may decide to provide, feedback, comments and suggestions about improvements to MyLiNX or the Online Services (“Feedback”). Such Feedback will be the sole and exclusive property of Company and Customer hereby irrevocably assigns to Company all right, title, and interest in and to all Feedback. Company will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. Privacy and Security. Customer Content will be used for the purpose of providing Customer the Online Services (and purposes compatible with providing the Online Services) and as described in this Agreement. Company will not disclose Customer Content outside of Company, its parent, its subsidiaries and affiliates, and its third party service providers, except as: (i) Customer directs, (ii) described in this Agreement, or (iii) required by law. Customer acknowledges that its entry of any personally identifiable information (“PII”) in MyLiNX is voluntary and not required for Customer to utilize the Online Services. Customer will not enter any personal health information, protected health information (as defined in 45 CFR §160.103), payment card information or similarly sensitive personal information that may impose specific data security obligations on the processing of such data greater than those specified in this Agreement. Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Content, and for obtaining all rights related to Customer Content required by Company to perform the Online Services. Customer must comply with all laws and regulations...
Intellectual Property Rights and Restrictions. Sema4 hereby grants you a personal, non-exclusive, non-transferable, limited, revocable right to access and use the information and content, including but not limited to all text, data, graphics, images, videos, photographs, artwork, interfaces, and other material accessible through the Sema4 Platforms (collectively, the “Content”) in accordance with these Terms. We may terminate this right at any time and for any reason. All Content is the intellectual property and proprietary information of Sema4 or, as applicable, the third party that provided rights to the Content to Sema4. All title to, ownership of, and rights in and to such Content is, and at all times shall remain, the sole and exclusive property of Sema4 and its content providers (as applicable). This license is limited to your use only. This license should not be shared with or transferred or sublicensed to any other party, including with or to other clinicians or staff members in your office. In the event that you share or transfer this license, you acknowledge and agree that you are solely responsible for the actions of any person to whom you provide access. This license expressly excludes, without limitation, any rights to use the Sema4 Platforms and Content accessible therein for reproduction, duplication, sale, resale or other commercial purposes, or for any data extraction or data mining purposes. Accordingly, you may not copy, distribute, republish, upload, post, transmit, or create derivative works of the Content in any way without the prior written consent of Sema4, provided that you may do so solely for your personal use and not for any commercial purposes and provided further that you may not remove or alter, or cause or direct to be removed or altered, any copyright, trademark, service xxxx, trade name, or any other proprietary notice or legend appearing on the Content. You acknowledge and agree that Sema4 own all legal right, title, and interest in and to the Sema4 Platforms, including any intellectual property rights that subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Sema4 logos and product and service names are trademarks of Sema4 and these marks together with any other Sema4 trade names, service marks, logos, domain names, and other distinctive brand features are the “Sema4 Brand Features”. Unless Sema4 otherwise agrees in writing, nothing in these Terms gives you a right to use any Sema4 Brand Feat...
Intellectual Property Rights and Restrictions. All intellectual property rights and know-how (“IP Rights”) of all forms and description that are related to or derived from the Machine (after passing the Testing and that the Machine has been installed in the premises of Smart Team or any member of the Group) shall belong to Smart Team and the Supplier jointly. On the other hand, in case the Machine could not pass the Testing, all IP Rights shall belong to the Supplier. Without the written consent from the other Party, each Party shall not transfer, assign or otherwise dispose of any of the IP Rights to any third party nor shall authorise the use or apply the IP Rights in any commercial activities.
Intellectual Property Rights and Restrictions. This Article addresses the parties’ respective rights in Software and other Materials. Grant by D&B to Ensono of a license to Use or of rights of Use pursuant to this Article 8 shall, subject to the other provisions of this Agreement, be deemed to include grant of such license or rights to Ensono’s Affiliates and Approved Subcontractors. Software made available to Ensono by D&B is made available on an “AS IS” basis, with no warranties whatsoever and any and all warranties that might be implied by statute are hereby excluded.
Intellectual Property Rights and Restrictions. 17.1. The parties acknowledge that the conceptual design, being a fully self contained battery powered payments device without an integrated printer but containing it’s own keypad and display and which physically clips onto the space occupied by the expansion battery pack at the rear of an existing cell phone in order to form a single physically integrated payments unit, in the Product and the System was created by the Customer (“Wildcard I.P.”) and delivered to the Supplier for design of the System to be incorporated into the Product. The parties acknowledge that the intellectual property rights inherent in the System, including its circuitry, software and hardware design based on the conceptual design, including the enclosure, and excluding any application specific software developed for an on behalf of the Customer, such as those referred to in clauses and 11, belongs to and shall remain the sole property of the Supplier (“SyGade Core I.P.”). In connection with the foregoing:
(a) Supplier agrees not to create any product based on Wildcard I.P. for itself or for any third party for the term of this agreement.
(b) Supplier agrees not to manufacture, market or sell the Product except as specifically set forth in this Agreement, a corresponding Supply Agreement, a corresponding Marketing Agreement or any other agreement between the parties relating to this matter.
(c) For so long as the Supplier is able to meet the Customer’s volume, pricing and quality requirements as set out in Attachment C. Customer shall designate Supplier as its exclusive manufacturer of the Product, subject to the terms of the appropriate agreements governing same;
(d) Provided that Supplier complies with its obligations pursuant to the corresponding Marketing Agreement as regards the integrity of Customer’s designated markets, Customer shall grant Supplier exclusive marketing rights in the Product in the continent of Africa.
17.2. The Customer shall own all I.P. vested in the hardware, application software and custom software developed for the Customer and fully paid for by the Customer as defined in clauses and 11 in this agreement 17.3. Supplier shall protect the Wildcard I.P. by safeguarding same as Confidential Information pursuant to this Agreement. Customer shall protect the NATECH Core I.P. in the System and the Associated Documentation, as appropriate, through safeguarding same as Confidential Information pursuant to this Agreement, and/or by recognizing Supplier’s copyright ...
Intellectual Property Rights and Restrictions. This Article addresses the parties’ respective rights in Software and Materials. Grant by D&B to Acxiom of a license to Use or of rights of Use pursuant to this Article 8 shall, subject to the other provisions of this Agreement, be deemed to include grant of such license or rights to Acxiom’s Approved Subcontractors. Additionally, specific Software and products that Acxiom shall license to D&B and specific Deliverables to be provided by Acxiom to D&B may be set forth in SOWs hereunder. Software made available to Acxiom by D&B is made available on an “AS IS” basis, with no warranties whatsoever.
8.1 D&B Software & Materials. D&B retains all right, title, and interest in and to D&B Software and D&B Materials. D&B grants to Acxiom a worldwide, fully paid-up, nonexclusive license to Use D&B Software and D&B Materials during the Term solely to the extent necessary for performing the Services. D&B Software and D&B Materials will be made available to Acxiom in such form and on such media as exists on the Contract Execution Date or as are later obtained by D&B, together with available documentation and any other related materials. Acxiom shall not be permitted to Use D&B Software and D&B Materials for the benefit of any entities other than D&B and its Affiliates (including Acxiom’s use in managing the Services) without the prior *** Omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. D&B/Acxiom Confidential Information -26- consent of D&B, which may be withheld at D&B’s discretion. Acxiom shall install, operate, and support (and otherwise treat in the same manner as D&B Software existing as of the Contract Execution Date) additional D&B Software and/or D&B-provided Third Party Software that D&B may designate from time to time during the Term, subject to the parties’ agreement as to the charge for such. Except as otherwise requested or approved by D&B, Acxiom shall cease all Use of D&B Software and D&B Materials upon expiration or termination of this Agreement.
Intellectual Property Rights and Restrictions. The Software is licensed, not sold, and all intellectual property rights (including without limitation all copyrights, trademarks and design rights) in and to the Software and all parts of it are owned by RM or its licensors. Therefore, you must treat the Software like any other copyrighted material (e.g., a book or musical recording). In particular, you must not use, copy, modify, reverse engineer, de-compile or disassemble the Software in whole or in part, except as expressly provided in this XXXX. However, you may (a) make copies of the Software solely for backup or archival purposes and (b) install the Software on licensed computers provided you keep the original solely for backup or archival purposes. You must reproduce and include the copyright notice on any copy. You may not copy any written materials accompanying the Software unless explicitly permitted by RM in writing.
Intellectual Property Rights and Restrictions. DIS has developed and will continue to develop during the term of this Agreement specialised services to be used in conjunction with the operation and management of a driving school business. DIS hereby asserts its rights as owner of all copyright materials, software, logos, know-how and confidential information that is owned, developed, prepared, supplied or licensed by them or on their behalf and title to software and all associated intellectual property rights is retained by DIS and/or its licensors. Unless applicable law prohibits enforcement, you may not modify, decompile, or reverse engineer software. You acknowledge that the software is designed or intended for use in support of your business as a driving instructor (including Multi-user licenses where applicable) and DIS disclaims any express or implied warranty of fitness for any other use. No right, title or interest in or to any trademark, service xxxx, logo or trade name of DIS or its licensors is granted under this Agreement. All materials provided by DIS under this Agreement shall be confidential unless they are already in the public domain.
